Western Digital (WDC) executive reports equity award vesting and tax share withholding

Rhea-AI Filing Summary

Western Digital Corp executive Vidyadhara K Gubbi, Chief of Global Operations, reported equity award activity involving dividend equivalent rights and common stock. On the reported date, dividend equivalent rights were exercised and converted into 7 shares of common stock, increasing his directly held common stock to 125,959 shares.

In connection with the vesting of these equity awards, 1,010 shares of common stock were withheld to cover tax obligations, reducing his direct common stock holdings to 124,949 shares. The tax withholding was executed by delivering shares rather than through an open-market sale.

Insider Trade Summary

7.724 shares exercised/converted

Mixed 3 txns

Insider Gubbi Vidyadhara K

Role Chief of Global Operations

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	7.724	$0.00	--
Exercise	Common Stock	7	$0.00	--
Tax Withholding	Common Stock	1,010	$290.95	$294K

Holdings After Transaction: Dividend Equivalent Rights — 302.652 shares (Direct); Common Stock — 125,959 shares (Direct)

Footnotes (1)

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 04:57 PM 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^*

Gubbi Vidyadhara K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief of Global Operations

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		7(1)	A	$0.0	125,959	D
Common Stock	02/25/2026		F		1,010(2)	D	$290.95	124,949	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			7.724	(1)	(1)	Common Stock	7.724	$0.0	302.6523	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: Vidyadhara Gubbi	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.
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.

FAQ

What insider transactions did Western Digital (WDC) report for Vidyadhara K Gubbi?

Western Digital reported that Vidyadhara K Gubbi exercised dividend equivalent rights into 7 common shares and had 1,010 common shares withheld to satisfy tax obligations. These changes reflect equity award vesting and tax withholding, not open-market buying or selling activity.

How many Western Digital (WDC) shares does Vidyadhara K Gubbi hold after this Form 4?

After the reported transactions, Vidyadhara K Gubbi directly holds 124,949 shares of Western Digital common stock. The balance reflects the conversion of dividend equivalent rights into shares and the withholding of 1,010 shares to cover associated tax obligations on vested equity awards.

Were the Western Digital (WDC) Form 4 transactions open-market sales or tax withholding?

The Form 4 shows tax-withholding dispositions, not open-market sales. 1,010 Western Digital common shares were withheld to satisfy tax liabilities related to vesting equity awards, consistent with Rule 16b-3(e), while additional shares were acquired through conversion of dividend equivalent rights.

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

Dividend equivalent rights in this filing were derivatives linked to restricted stock units. Upon vesting, they converted one-for-one into Western Digital common stock, resulting in the issuance of 7 shares and a separate cash payment to settle a fractional dividend equivalent right for the reporting executive.

Does the Western Digital (WDC) Form 4 indicate net buying or selling by Vidyadhara K Gubbi?

The Form 4 reflects both acquisition and disposition activity. Shares were acquired via exercise and conversion of dividend equivalent rights, while 1,010 shares were disposed of through tax withholding. The transactions are related to equity award vesting rather than discretionary open-market trades.