Western Digital (NASDAQ: WDC) officer covers tax bill using company 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 activity. On June 3, 2026, 881 shares of common stock were withheld to cover tax obligations tied to vesting securities. These tax-withholding dispositions are not open-market sales.
Davis also exercised dividend equivalent rights that converted into 6.6834 shares of common stock on a one-for-one basis in connection with restricted stock unit vesting. Following these transactions, he directly holds 102,557 shares of Western Digital common stock. Footnotes note that this total includes 132 shares acquired under the employee stock purchase plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
6.683 shares exercised/converted
Mixed
3 txns
Insider
Davis Brian Scott
Role
Chief Sales & Mrktng Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Dividend Equivalent Rights | 6.683 | $0.00 | -- |
| Exercise | Common Stock | 6 | $0.00 | -- |
| Tax Withholding | Common Stock | 881 | $594.11 | $523K |
Holdings After Transaction:
Dividend Equivalent Rights — 186.16 shares (Direct, null);
Common Stock — 103,438 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. Includes 132 shares acquired under the Issuer's Employee Stock Purchase Plan on May 31, 2026. 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: 881 shares
Dividend equivalent conversion: 6.6834 shares
Post-transaction holdings: 102,557 shares
+2 more
5 metrics
Tax-withholding shares
881 shares
Common stock withheld on June 3, 2026 to satisfy tax obligations
Dividend equivalent conversion
6.6834 shares
Dividend equivalent rights converted into common stock on June 3, 2026
Post-transaction holdings
102,557 shares
Western Digital common stock directly held after tax-withholding disposition
Remaining dividend equivalent rights
186.1604 rights
Dividend equivalent rights position following the reported derivative transaction
ESPP shares included
132 shares
Shares acquired under Employee Stock Purchase Plan on May 31, 2026
Key Terms
Dividend Equivalent Rights, restricted stock units, Employee Stock Purchase Plan, Rule 16b-3(e)
4 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 on a one-for-one basis"
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.
Employee Stock Purchase Plan financial
"Includes 132 shares acquired under the Issuer's Employee Stock Purchase Plan on May 31, 2026."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
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)."
FAQ
What did Western Digital (WDC) executive Brian Scott Davis report in this Form 4?
Brian Scott Davis reported routine equity compensation activity. 881 shares of Western Digital common stock were withheld to pay taxes on vesting awards, and dividend equivalent rights converted into 6.6834 shares, with no open-market buying or selling disclosed.
What are dividend equivalent rights mentioned in the Western Digital (WDC) Form 4?
Dividend equivalent rights here were linked to restricted stock units and converted into shares. On June 3, 2026, they were paid in the form of 6.6834 Western Digital common shares on a one-for-one basis, plus a cash payment for a fractional right.
Does this Western Digital (WDC) Form 4 indicate a change in Brian Scott Davis’s compensation structure?
The filing reflects ongoing equity compensation, not a new compensation structure. It shows vesting of restricted stock units, conversion of dividend equivalent rights, and tax withholding, which are standard components of long-term incentive programs.
How was Rule 16b-3(e) applied in this Western Digital (WDC) insider transaction?
A footnote states the tax obligation was paid by withholding securities in accordance with Rule 16b-3(e). This rule allows issuers to withhold shares to cover taxes on equity awards without treating the withholding as a traditional market sale.