Western Digital CSO settles taxes with shares

Q: How many Western Digital (WDC) shares were withheld for taxes in this Form 4?

A total of 1,309 common shares were withheld for taxes. The Form 4 shows 716 shares on May 20 and 593 shares on May 21 disposed under code F, representing payment of tax obligations in connection with vesting of equity awards.

Q: Did Western Digital’s Brian Scott Davis sell shares on the open market?

The transactions do not reflect open-market sales. Both dispositions are code F, described as payment of tax liability by delivering securities under Rule 16b-3(e). This indicates shares were withheld by the issuer for taxes rather than sold in the market.

Western Digital’s Chief Sales & Marketing Officer Brian Scott Davis reported routine equity compensation-related transactions.

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Form Type

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.

Insider Trade Summary

9.9326 shares exercised/converted

Exercise 6 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktng Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	4.5007	$0.00	$0.00
Exercise	Common Stock	4	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	593	$486.46	$288K
Exercise	Dividend Equivalent Rights	5.4319	$0.00	$0.00
Exercise	Common Stock	5	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	716	$459.62	$329K

Holdings After Transaction: Dividend Equivalent Rights — 200.2057 contracts (Direct); Common Stock — 104,264 shares (Direct)

Footnotes (2)

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.
F2. 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

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

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.

How many Western Digital (WDC) shares were withheld for taxes in this Form 4?

A total of 1,309 common shares were withheld for taxes. The Form 4 shows 716 shares on May 20 and 593 shares on May 21 disposed under code F, representing payment of tax obligations in connection with vesting of equity awards.

Did Western Digital’s Brian Scott Davis sell shares on the open market?

The transactions do not reflect open-market sales. Both dispositions are code F, described as payment of tax liability by delivering securities under Rule 16b-3(e). This indicates shares were withheld by the issuer for taxes rather than sold in the market.

How many Western Digital (WDC) shares does Brian Scott Davis hold after these transactions?

After these transactions, Davis directly holds 104,264 common shares. This figure reflects his post-transaction ownership reported in the Form 4, following derivative exercises of dividend equivalent rights and related tax-withholding share dispositions.

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.

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

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Accepted by SEC EDGAR 05/22/2026 - 07:23 PM EDT

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^*

Davis Brian Scott

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Sales & Mrktng Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		M		5⁽¹⁾	A	$0.0	105,569	D
Common Stock	05/20/2026		F		716⁽²⁾	D	$459.62	104,853	D
Common Stock	05/21/2026		M		4⁽¹⁾	A	$0.0	104,857	D
Common Stock	05/21/2026		F		593⁽²⁾	D	$486.46	104,264	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽¹⁾	05/20/2026		M			5.4319	⁽¹⁾	⁽¹⁾	Common Stock	5.4319	$0.0	204.7064	D
Dividend Equivalent Rights	⁽¹⁾	05/21/2026		M			4.5007	⁽¹⁾	⁽¹⁾	Common Stock	4.5007	$0.0	200.2057	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: Brian Scott Davis	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR