Western Digital CMO Sells $442K in Shares Following RSU Vesting

Rhea-AI Filing Summary

Western Digital Corp (WDC) Chief Sales & Marketing Officer Brian Scott Davis reported multiple transactions on June 20, 2025:

• Acquired 28 shares through the conversion of dividend equivalent rights at $0.00 per share
• Disposed of 7,466 shares at $59.29 per share for tax withholding related to restricted stock unit vesting
• Following these transactions, Davis directly owns 131,319 shares of common stock
• Additionally holds 148.47 dividend equivalent rights

The transactions were executed in accordance with Rule 16b-3(e) for tax obligation payment through security withholding. The dividend equivalent rights were converted on a one-for-one basis in connection with restricted stock unit vesting, with fractional rights settled in cash.

Positive

• Chief Sales & Marketing Officer Brian Davis maintains significant skin in the game with 131,319 shares held directly after the reported transactions
• The stock price of $59.29 used for tax withholding suggests a relatively strong stock performance

Negative

• Insider disposed of 7,466 shares through tax withholding, though this was not a direct market sale
• The transaction was primarily related to RSU vesting and tax obligations rather than new stock purchases by the executive

Insider Trade Summary

28.2277 shares exercised/converted

Exercise 3 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktg Off

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	28.2277	$0.00	$0.00
Exercise	Common Stock	28	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,466	$59.29	$443K

Holdings After Transaction: Dividend Equivalent Rights — 148.47 contracts (Direct); Common Stock — 131,319 shares (Direct)

Footnotes (2)

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).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider trading activity occurred at WDC on June 20, 2025?

Brian Scott Davis, WDC's Chief Sales & Marketing Officer, acquired 28 shares through dividend equivalent rights conversion and disposed of 7,466 shares at $59.29 per share for tax withholding purposes related to the vesting of restricted stock units.

How many WDC shares does Brian Scott Davis own after the June 20, 2025 transactions?

Following the reported transactions, Brian Scott Davis directly owns 131,319 shares of Western Digital (WDC) common stock.

What was the purpose of WDC's insider share disposal on June 20, 2025?

The disposal of 7,466 shares was for payment of tax obligations by withholding securities incident to the vesting of restricted stock units, executed in accordance with Rule 16b-3(e).

What dividend equivalent rights transaction occurred for WDC's insider?

On June 20, 2025, approximately 28.23 dividend equivalent rights were converted into WDC common stock on a one-for-one basis, coinciding with the vesting of restricted stock units. A cash payment was made to settle a fractional dividend equivalent right.

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

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Accepted by SEC EDGAR 06/24/2025 - 05:38 PM EDT Learn about SEC filing dates

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
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 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 & Mrktg Off

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		M		28(1)	A	$0.0	138,785	D
Common Stock	06/20/2025		F		7,466(2)	D	$59.29	131,319	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)	06/20/2025		M			28.2277	(1)	(1)	Common Stock	28.2277	$0.0	148.47	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	06/24/2025
	** 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.