WDC CEO reports RSU-related share activity and tax withholding

Rhea-AI Filing Summary

Western Digital Corp (WDC) reported insider equity activity by its Chief Executive Officer and director. On 11/20/2025 and 11/21/2025, dividend equivalent rights tied to restricted stock units were converted into, and paid in the form of, shares of Western Digital common stock on a one-for-one basis, with a small cash payment to settle a fractional right. On the same dates, shares were withheld to satisfy tax obligations in accordance with Rule 16b-3(e), at prices of $140.23 and $139.19 per share. After these transactions, the reporting person beneficially owned 644,863 shares of Western Digital common stock directly.

Insider Trade Summary

25.401 shares exercised/converted

Mixed 6 txns

Insider Tan Irving

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	16.598	$0.00	--
Exercise	Common Stock	16	$0.00	--
Tax Withholding	Common Stock	524	$139.19	$73K
Exercise	Dividend Equivalent Rights	8.803	$0.00	--
Exercise	Common Stock	8	$0.00	--
Tax Withholding	Common Stock	104	$140.23	$15K

Holdings After Transaction: Dividend Equivalent Rights — 837.783 shares (Direct); Common Stock — 645,387 shares (Direct)

Footnotes (1)

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. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Form 4 Insider Transactions: What Each Field Means →

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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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^*

Tan Irving

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		M		8(1)	A	$0.0	645,475	D
Common Stock	11/20/2025		F		104(2)	D	$140.23	645,371	D
Common Stock	11/21/2025		M		16(1)	A	$0.0	645,387	D
Common Stock	11/21/2025		F		524(2)	D	$139.19	644,863	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)	11/20/2025		M			8.8034	(1)	(1)	Common Stock	0	$0.0	854.3807	D
Dividend Equivalent Rights	(1)	11/21/2025		M			16.5977	(1)	(1)	Common Stock	16.5977	$0.0	837.783	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: Irving Tan	11/24/2025
	** 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 insider transaction did Western Digital (WDC) report on this Form 4?

The Form 4 reports that Western Digital’s Chief Executive Officer and director had dividend equivalent rights convert into shares of common stock and also had shares withheld to cover tax obligations related to vesting equity awards.

How many Western Digital (WDC) shares does the reporting person own after these transactions?

Following the reported transactions, the insider beneficially owned 644,863 shares of Western Digital common stock in direct ownership.

What do the transaction codes M and F mean for Western Digital (WDC) in this filing?

Code M reflects the conversion of derivative securities (dividend equivalent rights related to restricted stock units) into common stock. Code F reflects payment of tax obligations by withholding Western Digital shares upon vesting, as allowed under Rule 16b-3(e).

On what dates did the Western Digital (WDC) insider transactions occur?

The reported transactions occurred on 11/20/2025 and 11/21/2025, covering both the conversion of dividend equivalent rights and the tax withholding share reductions.

What prices were used for the tax withholding transactions in the Western Digital (WDC) Form 4?

The tax withholding transactions used share prices of $140.23 per share on 11/20/2025 and $139.19 per share on 11/21/2025 for the shares withheld to satisfy tax obligations.

What are dividend equivalent rights in the context of Western Digital (WDC) equity awards?

Dividend equivalent rights in this filing are rights that track dividends on underlying restricted stock units and, upon vesting, were converted into and paid in the form of Western Digital common stock on a one-for-one basis, with a small cash amount paid for a fractional right.