Western Digital officer settles taxes with shares

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

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.

Insider Trade Summary

6.6834 shares exercised/converted

Exercise 3 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktng Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	6.6834	$0.00	$0.00
Exercise	Common Stock	6	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	881	$594.11	$523K

Holdings After Transaction: Dividend Equivalent Rights — 186.1604 contracts (Direct); Common Stock — 102,557 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. Includes 132 shares acquired under the Issuer's Employee Stock Purchase Plan on May 31, 2026.
3. F3. 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

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

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.

Were any Western Digital (WDC) shares sold on the open market in this Form 4?

No open-market sales were reported. The 881-share disposition was a tax-withholding transaction tied to vesting securities, where shares are withheld by the issuer to satisfy tax obligations rather than actively sold into the market.

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

After these transactions, Brian Scott Davis directly holds 102,557 shares of Western Digital common stock. A footnote explains that this total includes 132 shares acquired under Western Digital’s Employee Stock Purchase Plan on May 31, 2026.

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.

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

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Accepted by SEC EDGAR 06/05/2026 - 06:39 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^*

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)
06/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/03/2026		M		6(1)	A	$0.0	103,438(2)	D
Common Stock	06/03/2026		F		881(3)	D	$594.11	102,557	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)	06/03/2026		M			6.6834	(1)	(1)	Common Stock	6.6834	$0.0	186.1604	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. Includes 132 shares acquired under the Issuer's Employee Stock Purchase Plan on May 31, 2026.

3. 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	06/05/2026
	** 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)