Western Digital CEO exercises awards, covers taxes
Western Digital CEO Irving Tan reported routine equity award activity involving a small number of shares.
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Form Type
4
Rhea-AI Filing Summary
Western Digital CEO Irving Tan reported routine equity award activity involving a small number of shares. On May 20 and 21, 2026, Tan exercised dividend equivalent rights tied to vested restricted stock units, receiving modest amounts of common stock. In connection with these vestings, the company withheld a total of 732 shares of common stock to cover tax obligations, as permitted under Rule 16b-3(e). After these transactions, Tan directly holds roughly 598,000 shares of Western Digital common stock, indicating these moves were minor relative to his overall position.
Insider Trade Summary
36.2406 shares exercised/converted
Exercise
6 txns
Insider
Tan Irving
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Dividend Equivalent Rights | 23.6805 | $0.00 | $0.00 |
| Exercise | Common Stock | 23 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 587 | $486.46 | $286K |
| Exercise | Dividend Equivalent Rights | 12.5601 | $0.00 | $0.00 |
| Exercise | Common Stock | 12 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 145 | $459.62 | $67K |
Holdings After Transaction:
Dividend Equivalent Rights — 912.6035 contracts (Direct);
Common Stock — 597,453 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 May 21: 587 shares
Tax withholding shares May 20: 145 shares
Total tax withholding shares: 732 shares
+4 more
7 metrics
Tax withholding shares May 21
587 shares
Common stock withheld at $486.46 per share for tax obligation
Tax withholding shares May 20
145 shares
Common stock withheld at $459.62 per share for tax obligation
Total tax withholding shares
732 shares
Shares withheld incident to vesting of securities under Rule 16b-3(e)
Common shares acquired via exercises
35 shares
23 shares on May 21 and 12 shares on May 20 through M-code exercises
Dividend equivalent rights exercised
36.2406 rights
Converted into common stock tied to vested restricted stock units
Post-transaction common shares (max reported)
598,162 shares
Highest total shares following transaction across reported entries
Post-transaction dividend equivalent rights
936.2840 rights
Remaining dividend equivalent rights after May 20 transaction
Key Terms
Dividend Equivalent Rights, restricted stock units, Rule 16b-3(e)
3 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.
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) CEO Irving Tan report in this Form 4?
Irving Tan reported routine equity award activity. He exercised dividend equivalent rights linked to restricted stock units and had shares withheld to cover taxes. These non-market transactions slightly adjusted his holdings but did not involve open-market buying or selling.
Did Irving Tan buy or sell Western Digital (WDC) stock on the open market?
The filing shows no open-market purchases or sales. The reported F-code transactions reflect shares withheld for taxes, and M-code entries reflect exercises of derivative awards, not discretionary market trades in Western Digital stock.
What are dividend equivalent rights in the Western Digital CEO’s Form 4?
Dividend equivalent rights track dividends on unvested awards. In this case, they converted one-for-one into Western Digital common stock when the related restricted stock units vested, with a small cash payment made to settle a fractional right.
Are the Western Digital CEO’s transactions mainly exercises or sales?
The transactions are mainly option-like exercises and tax withholding. M-code entries reflect exercises of dividend equivalent rights into common stock, while F-code entries show shares withheld to cover taxes, rather than open-market sales.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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