Equity award vesting drives insider share moves at Western Digital (WDC)

Rhea-AI Filing Summary

Western Digital Chief Sales & Marketing Officer Brian Scott Davis reported small equity adjustments tied to vesting awards. On February 20–21, dividend equivalent rights converted into common stock, adding a few shares at no cost, while a total of 936 shares of common stock were withheld and disposed of at $285.52 per share to cover tax obligations under Rule 16b-3(e). These transactions reflect routine settlement of equity compensation rather than open-market trading.

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

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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 CA 95119

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/20/2026		M		4(1)	A	$0.0	121,796	D
Common Stock	02/20/2026		F		522(2)	D	$285.52	121,274	D
Common Stock	02/21/2026		M		4(1)	A	$0.0	121,278	D
Common Stock	02/21/2026		F		414(2)	D	$285.52	120,864	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)	02/20/2026		M			4.8359	(1)	(1)	Common Stock	4.8359	$0.0	225.6469	D
Dividend Equivalent Rights	(1)	02/21/2026		M			4.0096	(1)	(1)	Common Stock	4.0096	$0.0	221.6373	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	02/24/2026
	** 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).
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FAQ

What insider transactions did Western Digital (WDC) report for Brian Scott Davis?

Western Digital reported that Chief Sales & Marketing Officer Brian Scott Davis had dividend equivalent rights convert into common stock and 936 shares withheld and disposed at $285.52 per share to satisfy tax obligations tied to vesting equity awards, not open-market trades.

Were Brian Scott Davis’s Western Digital (WDC) transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved derivative exercises converting dividend equivalent rights into common stock and code F dispositions where 936 shares were withheld at $285.52 per share to cover taxes on vesting equity awards under Rule 16b-3(e).

What are dividend equivalent rights in the Western Digital (WDC) Form 4 filing?

Dividend equivalent rights in this filing converted one-for-one into Western Digital common stock when related restricted stock units vested. A small fractional dividend equivalent right was settled in cash, while whole-share equivalents became common shares at no cost to Brian Scott Davis.

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

A total of 936 shares of Western Digital common stock were disposed of under transaction code F at $285.52 per share. These shares were withheld by the issuer solely to satisfy tax obligations associated with the vesting of equity awards, not sold on the market.

Did Brian Scott Davis increase or decrease his Western Digital (WDC) holdings overall?

The Form 4 shows both acquisitions and tax-related dispositions, resulting in modest net changes. Common shares increased through low-cost derivative exercises while 936 shares were withheld for taxes, leaving Brian Scott Davis with direct ownership exceeding 120,000 Western Digital common shares after the reported transactions.