STOCK TITAN

Western Digital grants 3,619 RSUs to officer

WESTERN DIGITAL CORP (WDC) reported insider equity activity by Chief Sales & Marketing Officer Brian Scott Davis.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) reported insider equity activity by Chief Sales & Marketing Officer Brian Scott Davis. On August 25–26, 2026, dividend equivalent rights were exercised and converted into common stock, and Davis received common shares from this conversion plus a 3,619-share restricted stock unit grant. In connection with vesting, a total of 2,615 shares of common stock were withheld to pay tax obligations under Rule 16b-3(e). No open-market purchases or sales were reported.

Positive

  • None.

Negative

  • None.
Insider Davis Brian Scott
Role Chief Sales & Mrktng Officer
Type Security Shares Price Value
Exercise Dividend Equivalent Rights F1 7.5745 $0.00 $0.00
Exercise Common Stock F1 7 $0.00 $0.00
Tax Withholding Common Stock F2 1,644 $468.88 $771K
Exercise Dividend Equivalent Rights F1 7.7788 $0.00 $0.00
Exercise Common Stock F1 7 $0.00 $0.00
Tax Withholding Common Stock F2 971 $450.75 $438K
Grant/Award Common Stock F3 3,619 $0.00 $0.00
Holdings After Transaction: Dividend Equivalent Rights — 164.317 contracts (Direct); Common Stock — 101,321 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. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
  3. F3. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
Dividend equivalent rights exercised 15.3533 units Total dividend equivalent rights converted into common stock on August 25–26, 2026
Shares withheld for tax obligations 2,615 shares Code F transactions delivering or withholding shares to pay tax liability
RSU grant 3,619 restricted stock units Grant to Brian Scott Davis; each unit is a contingent right to one common share
Tax withholding price $450.75 per share Price for 971 shares withheld for tax obligations on August 25, 2026
Tax withholding price $468.88 per share Price for 1,644 shares withheld for tax obligations on August 26, 2026
Dividend Equivalent Rights financial
"The dividend equivalent rights were converted into, and paid in the form of, shares"
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
"Represents the grant of restricted stock units to the Reporting Person"
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

What insider transactions did WDC officer Brian Scott Davis report on this Form 4?

Brian Scott Davis reported exercises of dividend equivalent rights into common stock on August 25–26, 2026, a 3,619-share restricted stock unit grant, and withholding of 2,615 shares of common stock for tax obligations. No open-market buy or sell transactions were reported.

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

A total of 2,615 shares of Western Digital common stock (971 shares at $450.75 and 1,644 shares at $468.88 per share) were delivered or withheld to pay tax obligations related to vesting securities, as permitted under Rule 16b-3(e).

What equity award did Brian Scott Davis of WDC receive in this Form 4?

Brian Scott Davis received a grant of 3,619 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Western Digital common stock, according to the filing’s description of the award.

What are the dividend equivalent rights reported in WDC’s Form 4 for Brian Scott Davis?

Dividend equivalent rights totaling 15.3533 units (7.5745 and 7.7788) were converted into, and paid in the form of, Western Digital common stock on a one-for-one basis in connection with the vesting of related restricted stock units.

Were the WDC insider transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the footnotes do not state that these insider transactions were executed pursuant to a Rule 10b5-1 trading plan.

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

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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Sales & Mrktng Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/25/2026M7(1)A$0.0100,310D
Common Stock08/25/2026F971(2)D$450.7599,339D
Common Stock(3)08/25/2026A3,619A$0.0102,958D
Common Stock08/26/2026M7(1)A$0.0102,965D
Common Stock08/26/2026F1,644(2)D$468.88101,321D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(1)08/25/2026M7.7788 (1) (1)Common Stock7.7788$0.0171.8915D
Dividend Equivalent Rights(1)08/26/2026M7.5745 (1) (1)Common Stock7.5745$0.0164.317D
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).
3. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
By: /s/ Sandra Garcia Attorney-in-Fact For: Brian Scott Davis08/27/2026
** Signature of Reporting PersonDate
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)