[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider transaction report for Western Digital Corp. (WDC). Vidyadhara K. Gubbi, listed as Chief of Global Operations and an officer, received restricted stock units that converted into common stock and recorded related dividend equivalent share payments and a tax-withholding share disposition. On 08/26/2025 the reporting person was credited with 16,554 shares from a restricted stock unit grant, raising beneficial ownership to 163,346 shares. On 08/27/2025 a separate administrative conversion (code M) added 1 share to reach 163,347 shares, and 408 shares were surrendered to satisfy tax withholding at a reported price of $80.67, reducing holdings to 162,939 shares. Dividend equivalent rights totaling 1.3904 underlying shares were converted and paid in shares, resulting in 154.9011 shares reported as derivative-related beneficial ownership. The Form 4 is signed by an attorney-in-fact on 08/28/2025.

Positive

• Receipt of equity-based compensation: Reporting person was granted and received 16,554 restricted stock units converting into common shares, increasing ownership to 163,346 shares.
• Dividend equivalent conversion: Dividend equivalent rights were settled and paid in shares on a one-for-one basis, adding to equity alignment with shareholders.

Negative

• Share disposition for tax withholding: 408 shares were surrendered to satisfy tax obligations at $80.67 per share, reducing beneficial ownership to 162,939 shares.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with tax withholding; no unusual sales or change in control signals.

The filing documents standard vesting and settlement mechanics for restricted stock units awarded to an officer. The bulk of reported activity is an award of 16,554 RSUs that converted into shares and small adjustments (one share conversion) on 08/26–08/27/2025. The 408-share disposition reflects tax withholding rather than an open-market sale and was executed at $80.67 per share, indicating withholding was handled via share surrender. This is a typical equity-compensation event and does not by itself indicate a change in insider sentiment or corporate governance.

Securities Analyst

TL;DR: Impact on outstanding insider holdings is modest; transaction is administrative, not liquidity-driven.

The net effect reduces the reporting person's direct holdings from a post-grant 163,347 shares to 162,939 shares after tax withholding. The sizes involved are small relative to a large-cap issuer and arise from planned vesting and dividend-equivalent conversions. No cash proceeds from an open-market sale are reported. For investors monitoring insider activity, this filing is a routine compensation settlement without evident material implications for WDC share supply or insider confidence.

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
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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^*

Gubbi Vidyadhara K

(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 of Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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(1)	08/26/2025		A		16,554	A	$0.0	163,346	D
Common Stock	08/27/2025		M		1(2)	A	$0.0	163,347	D
Common Stock	08/27/2025		F		408(3)	D	$80.67	162,939	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	(2)	08/27/2025		M			1.3904	(2)	(2)	Common Stock	1.3904	$0.0	154.9011	D

Explanation of Responses:

1. 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.

2. 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.

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: Vidyadhara K. Gubbi	08/28/2025
	** 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.

FAQ

What did the Form 4 filed for WDC report?

The Form 4 reports the vesting and settlement of restricted stock units to Vidyadhara K. Gubbi, conversion of dividend equivalent rights to shares, and surrender of 408 shares for tax withholding.

How many shares did the reporting person receive from the RSU grant?

16,554 shares were acquired on 08/26/2025 from the restricted stock unit grant.

Did the insider sell shares on the open market?

No open-market sale is reported; the 408-share disposition was for tax withholding at a price of $80.67 per share.

What is the reporting person's beneficial ownership after these transactions?

Beneficial ownership is reported as 162,939 shares following the withholding transaction.

When were the transactions recorded on the Form 4?

Transactions occurred on 08/26/2025 and 08/27/2025, with the Form 4 signed on 08/28/2025.