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Western Digital grants 5,171 RSUs to executive

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) reported insider equity transactions by Chief of Global Operations Gubbi Vidyadhara K. On August 25 and 26, 2026, dividend equivalent rights were exercised and converted on a one-for-one basis into small amounts of common stock in connection with vesting restricted stock units, with a fractional right settled in cash.

The reporting person also received a grant of 5,171 restricted stock units, each representing a contingent right to one share of common stock. To satisfy related tax obligations upon vesting, the issuer withheld 1,143 shares at $450.75 per share and 2,056 shares at $468.88 per share under Rule 16b-3(e). Overall, the filing reflects compensation-related equity vesting, a new RSU grant, and tax-withholding share dispositions.

Positive

  • None.

Negative

  • None.
Insider Gubbi Vidyadhara K
Role Chief of Global Operations
Type Security Shares Price Value
Exercise Dividend Equivalent Rights F1 9.4687 $0.00 $0.00
Exercise Common Stock F1 9 $0.00 $0.00
Tax Withholding Common Stock F2 2,056 $468.88 $964K
Exercise Dividend Equivalent Rights F1 9.1485 $0.00 $0.00
Exercise Common Stock F1 9 $0.00 $0.00
Tax Withholding Common Stock F2 1,143 $450.75 $515K
Grant/Award Common Stock F3 5,171 $0.00 $0.00
Holdings After Transaction: Dividend Equivalent Rights — 208.241 contracts (Direct); Common Stock — 84,116 shares (Direct)
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. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
RSU grant 5,171 restricted stock units Grant of restricted stock units to the reporting person, each RSU equals one share of common stock
Shares withheld for taxes (Aug 25, 2026) 1,143 shares at $450.75 per share Payment of tax obligation by withholding securities incident to vesting
Shares withheld for taxes (Aug 26, 2026) 2,056 shares at $468.88 per share Payment of tax obligation by withholding securities incident to vesting
Dividend equivalent rights exercised (Aug 25, 2026) 9.1485 rights into 9.1485 shares Conversion of dividend equivalent rights into common stock on a one-for-one basis
Dividend equivalent rights exercised (Aug 26, 2026) 9.4687 rights into 9.4687 shares Conversion of dividend equivalent rights into common stock on a one-for-one basis
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 restricted stock unit represents a contingent right to receive one share"

FAQ

What insider transactions did WDC officer Gubbi Vidyadhara K report on this Form 4?

The filing reports exercises of dividend equivalent rights into common stock, a grant of 5,171 restricted stock units, and share dispositions where 1,143 and 2,056 shares of Western Digital common stock were withheld to pay tax obligations related to vesting equity awards.

How many restricted stock units were granted to the WDC officer in this Form 4?

The reporting person received a grant of 5,171 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Western Digital common stock, subject to the applicable vesting conditions described in the award.

What are the details of the tax-withholding share dispositions reported for WDC?

To pay tax obligations upon vesting, the issuer withheld 1,143 shares of Western Digital common stock at $450.75 per share and 2,056 shares at $468.88 per share. These transactions are coded as F for payment of tax liability by withholding securities.

How were dividend equivalent rights treated in this WDC Form 4 filing?

Dividend equivalent rights were converted into and paid in the form of common stock on a one-for-one basis in connection with the vesting of related restricted stock units. A cash amount was also paid to settle a fractional dividend equivalent right.

Were the WDC insider transactions part of a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is not affirmed (marked false). Footnotes describe tax-withholding and equity award mechanics but do not state that the transactions were executed under a Rule 10b5-1 trading plan.

Do the WDC Form 4 transactions indicate open-market buying or selling by the officer?

No open-market purchases or sales are reported. The transactions reflect equity award vesting, dividend equivalent right conversions, a restricted stock unit grant, and shares withheld to pay tax obligations, rather than discretionary market trades.

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*
Gubbi Vidyadhara K

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief of Global Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
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 Stock08/25/2026M9(1)A$0.082,135D
Common Stock08/25/2026F1,143(2)D$450.7580,992D
Common Stock(3)08/25/2026A5,171A$0.086,163D
Common Stock08/26/2026M9(1)A$0.086,172D
Common Stock08/26/2026F2,056(2)D$468.8884,116D
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(1)08/25/2026M9.1485 (1) (1)Common Stock9.1485$0.0217.7097D
Dividend Equivalent Rights(1)08/26/2026M9.4687 (1) (1)Common Stock9.4687$0.0208.241D
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. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
By: /s/ Sandra Garcia Attorney-in-Fact For: Vidyadhara Gubbi08/27/2026
** 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)