Western Digital (NASDAQ: WDC) CSO covers tax obligations with stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Western Digital’s Chief Sales & Marketing Officer Brian Scott Davis reported routine equity compensation-related transactions. On May 20 and 21, 2026, he exercised dividend equivalent rights and related awards, acquiring additional common stock, and had shares withheld to cover tax obligations tied to vesting.
The filing shows 1,309 shares of common stock were disposed of as tax-withholding under code F, while derivative exercises under code M converted dividend equivalent rights into common stock. After these transactions, Davis directly held 104,264 shares of Western Digital common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
9.933 shares exercised/converted
Mixed
6 txns
Insider
Davis Brian Scott
Role
Chief Sales & Mrktng Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Dividend Equivalent Rights | 4.501 | $0.00 | -- |
| Exercise | Common Stock | 4 | $0.00 | -- |
| Tax Withholding | Common Stock | 593 | $486.46 | $288K |
| Exercise | Dividend Equivalent Rights | 5.432 | $0.00 | -- |
| Exercise | Common Stock | 5 | $0.00 | -- |
| Tax Withholding | Common Stock | 716 | $459.62 | $329K |
Holdings After Transaction:
Dividend Equivalent Rights — 200.206 shares (Direct, null);
Common Stock — 104,857 shares (Direct, null)
Footnotes (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).
Key Figures
Tax-withholding shares: 1,309 shares
Post-transaction holdings: 104,264 shares
Exercise shares (derivative): 9.9326 shares
+3 more
6 metrics
Tax-withholding shares
1,309 shares
Shares withheld to pay tax obligations under code F
Post-transaction holdings
104,264 shares
Common stock directly held after May 21, 2026 transactions
Exercise shares (derivative)
9.9326 shares
Total shares from derivative exercises reported in summary
Tax-withholding on May 20
716 shares
Common stock disposed under code F on May 20, 2026
Tax-withholding on May 21
593 shares
Common stock disposed under code F on May 21, 2026
Dividend equivalent rights remaining
200.2057 rights
Dividend equivalent rights outstanding after May 21, 2026
Key Terms
Dividend Equivalent Rights, restricted stock units, Rule 16b-3(e), tax-withholding disposition, +1 more
5 terms
Dividend Equivalent Rights financial
"The dividend equivalent rights were converted into, and paid in the form of, shares of the Issuer's common stock"
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 equivalent rights relate"
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)."
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for code F transactions"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for code M transactions"
FAQ
What insider transactions did Western Digital (WDC) report for Brian Scott Davis?
Brian Scott Davis reported equity compensation-related transactions. He exercised dividend equivalent rights and related awards, then had shares withheld to cover tax obligations. These are coded as derivative exercises (M) and tax-withholding dispositions (F), not open-market purchases or sales.
What are dividend equivalent rights in the Western Digital (WDC) Form 4?
Dividend equivalent rights are derivatives linked to restricted stock units. In this filing, they were converted into and paid as common stock on a one-for-one basis when related restricted stock units vested, with cash used only to settle any fractional dividend equivalent right.