Western Digital CEO reports tax share withholding

Western Digital director and Chief Executive Officer Irving Tan reported equity-related transactions on February 25, 2026.

Rhea-AI Filing Summary

Western Digital director and Chief Executive Officer Irving Tan reported equity-related transactions on February 25, 2026. Dividend equivalent rights were exercised into 27 shares of common stock at $0.00 per share, increasing his direct holdings to 622,988 shares. In a separate transaction, 425 shares of common stock were withheld at $290.95 per share to cover tax obligations related to vesting, a tax-withholding disposition rather than an open-market sale.

Insider Trade Summary

27.017 shares exercised/converted

Exercise 3 txns

Insider Tan Irving

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	27.017	$0.00	$0.00
Exercise	Common Stock	27	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	425	$290.95	$124K

Holdings After Transaction: Dividend Equivalent Rights — 968.4818 contracts (Direct); Common Stock — 622,563 shares (Direct)

Footnotes (2)

1. F1. The dividend equivalent rights were converted into, and paid in the form of, shares of the Issuer's common stock on a one-for-one basis in connection with the vesting of restricted stock units to which the dividend equivalent rights relate. A cash amount was also paid to the holder to settle a fractional dividend equivalent right.
2. F2. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Western Digital (WDC) report for CEO Irving Tan?

Western Digital reported that CEO Irving Tan exercised dividend equivalent rights into 27 common shares and had 425 shares withheld to cover tax obligations. These activities were linked to vesting of equity awards, not open-market share purchases or sales.

Was Irving Tan’s Western Digital (WDC) Form 4 a stock sale on the open market?

No, the Form 4 shows a tax-withholding disposition of 425 shares at $290.95 related to vesting. The filing describes this as payment of tax obligations by withholding securities, rather than a discretionary open-market stock sale by the CEO.

How many Western Digital (WDC) shares does CEO Irving Tan hold after these transactions?

After the reported Form 4 transactions, Irving Tan directly holds 622,988 shares of Western Digital common stock. This figure reflects the shares acquired through dividend equivalent rights and the shares withheld to satisfy tax obligations on vesting equity awards.

What are dividend equivalent rights in the Western Digital (WDC) CEO Form 4?

The filing states dividend equivalent rights were converted into, and paid in, Western Digital common stock on a one-for-one basis upon vesting of related restricted stock units. A small cash payment also settled a fractional dividend equivalent right for the CEO.

What does transaction code M mean in the Western Digital (WDC) CEO Form 4?

Transaction code M represents the exercise or conversion of a derivative security. For Irving Tan, this code indicates dividend equivalent rights being converted into 27 shares of Western Digital common stock at a price of $0.00 per share upon equity award vesting.

What does transaction code F indicate in Irving Tan’s Western Digital (WDC) filing?

Transaction code F indicates payment of tax obligations by withholding shares when equity awards vest. In this Form 4, 425 Western Digital common shares were withheld at $290.95 per share to satisfy tax liabilities associated with vesting securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/27/2026 - 04:57 PM EST Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tan Irving

(Last) (First) (Middle)

C/O WESTERN DIGITAL CORPORATION

5601 GREAT OAKS PARKWAY

(Street)

SAN JOSE CA 95119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		M		27(1)	A	$0.0	622,988	D
Common Stock	02/25/2026		F		425(2)	D	$290.95	622,563	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(1)	02/25/2026		M			27.017	(1)	(1)	Common Stock	27.017	$0.0	968.4818	D

Explanation of Responses:

1. The dividend equivalent rights were converted into, and paid in the form of, shares of the Issuer's common stock on a one-for-one basis in connection with the vesting of restricted stock units to which the dividend equivalent rights relate. A cash amount was also paid to the holder to settle a fractional dividend equivalent right.

2. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

	By: /s/ Sandra Garcia Attorney-in-Fact For: Irving Tan	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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