STOCK TITAN

Western Digital CEO has 1,091 shares withheld for taxes

WESTERN DIGITAL CORP (WDC) reports that Chief Executive Officer and director Irving Tan had several equity-related transactions.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) reports that Chief Executive Officer and director Irving Tan had several equity-related transactions. On September 20, 2026, dividend equivalent rights corresponding to 56.7622 units were converted on a one-for-one basis into 56.7620 shares of common stock in connection with vesting of related restricted stock units, and a cash amount was paid to settle a fractional right.

Also on September 20, 2026, 1,091.0350 shares of common stock were withheld at $441.36 per share to pay tax obligations incident to vesting, in accordance with Rule 16b-3(e). On September 17, 2026, Tan received a grant of 83.2995 dividend equivalent rights that accrue on previously awarded restricted stock units. Indirectly, there are 112,500 shares of common stock held by a trust via an investment company and 209,000 shares held by a personal investment company. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Tan Irving
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Dividend Equivalent Rights F1 56.7622 $0.00 $0.00
Exercise Common Stock F1 56.762 $0.00 $0.00
Tax Withholding Common Stock F2 1,091.035 $441.36 $482K
Grant/Award Dividend Equivalent Rights F3 83.2995 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Dividend Equivalent Rights — 800.4758 contracts (Direct); Common Stock — 265,612.727 shares (Direct); Common Stock — 112,500 shares (Indirect, By Trust via Inv Co); Common Stock — 209,000 shares (Indirect, by Personal Inv. Co.)
Footnotes (3)
  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).
  3. F3. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
Dividend equivalent rights converted 56.7622 rights Converted into common stock on September 20, 2026
Common shares received from conversion 56.7620 shares Shares of Western Digital common stock issued upon RSU-related conversion
Shares withheld for tax obligation 1,091.0350 shares Withheld on September 20, 2026 to pay tax obligations incident to vesting
Tax withholding price per share $441.36 per share Price applied to the 1,091.0350 shares withheld for tax payment
New dividend equivalent rights granted 83.2995 rights Accrued on previously awarded RSUs on September 17, 2026
Indirect holdings via trust 112,500 shares Common stock held indirectly by trust via investment company as of September 17, 2026
Indirect holdings via personal investment company 209,000 shares Common stock held indirectly by personal investment company as of September 17, 2026
Dividend Equivalent Rights financial
"The dividend equivalent rights were converted into, and paid in the form of, shares"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
restricted stock units financial
"in connection with the vesting of restricted stock units to which the dividend"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16b-3(e) regulatory
"Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)"
contingent right financial
"Each dividend equivalent right represents a contingent right to receive one share"

FAQ

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

What equity transactions did WDC CEO Irving Tan report on this Form 4?

Irving Tan reported conversion of 56.7622 dividend equivalent rights into 56.7620 common shares, tax withholding of 1,091.0350 shares to cover vesting-related obligations, and a grant of 83.2995 new dividend equivalent rights accruing on previously awarded restricted stock units.

How many Western Digital (WDC) shares were withheld for taxes for Irving Tan?

The filing states that 1,091.0350 shares of Western Digital common stock were withheld at $441.36 per share to pay Tan’s tax obligation incident to vesting of securities, in accordance with Rule 16b-3(e).

What happened to the dividend equivalent rights reported by WDC’s CEO?

On September 20, 2026, 56.7622 dividend equivalent rights were converted into and paid in the form of 56.7620 shares of common stock on a one-for-one basis upon RSU vesting, with a cash payment settling a fractional right. Separately, 83.2995 new dividend equivalent rights were granted on September 17, 2026.

What indirect holdings of WDC common stock does Irving Tan report?

Tan reports indirect ownership of 112,500 shares of Western Digital common stock held by a trust via an investment company, and 209,000 shares held by a personal investment company, as of September 17, 2026.

Was a Rule 10b5-1 trading plan involved in Irving Tan’s WDC transactions?

No. The filing’s Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 or pre-arranged trading plan.

Are the transactions by Irving Tan in WDC mainly buys or sells?

The reported activity is mixed: it includes an acquisition of shares through conversion of dividend equivalent rights, a grant of additional dividend equivalent rights, and a withholding of 1,091.0350 shares to pay tax obligations related to vesting.

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

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SEC Form 4
FORM 4UNITED 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 CALIFORNIA 95119

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/20/2026M56.762(1)A$0.0266,703.762D
Common Stock09/20/2026F1,091.035(2)D$441.36265,612.727D
Common Stock112,500IBy Trust via Inv Co
Common Stock209,000Iby Personal Inv. Co.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(3)09/17/2026A83.2995 (3) (3)Common Stock83.2995$0.0857.238D
Dividend Equivalent Rights(1)09/20/2026M56.7622 (1) (1)Common Stock56.7622$0.0800.4758D
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).
3. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
By: /s/ Sandra Garcia Attorney-in-Fact For: Irving Tan09/21/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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