WDC Form 4: Director RSU grant, spin-off stock adjustment detailed

Rhea-AI Filing Summary

Western Digital Corp. (WDC) director equity activity centers on restricted stock units and related adjustments. The reporting person received a grant of 1,585 restricted stock units of Western Digital common stock at a stated price of $0.0 per share, reflecting a stock-based compensation award. A separate transaction on 11/19/2025 shows 14 shares of common stock acquired through the exercise of derivative securities.

Following these transactions, 1,585 shares of common stock are held directly and 37,849 shares are held indirectly through a family trust. The filing explains that 14.4258 dividend equivalent rights were converted into common stock on a one-for-one basis as related restricted stock units vested, with a small cash payment for the fractional right. It also notes an additional 1,701 stock units credited in connection with Western Digital’s February 21, 2025 spin-off, based on an equity conversion ratio of 1.452526 stock units for every outstanding stock unit.

Insider Trade Summary

14.426 shares exercised/converted

Mixed 3 txns

Insider DOLUCA TUNC

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,585	$0.00	--
Exercise	Dividend Equivalent Rights	14.426	$0.00	--
Exercise	Common Stock	14	$0.00	--

Holdings After Transaction: Common Stock — 1,585 shares (Direct); Dividend Equivalent Rights — 0 shares (Direct); Common Stock — 37,849 shares (Indirect, By Family Trust)

Footnotes (1)

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. 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. Includes 1,701 additional stock units acquired by the Reporting Person in connection with the Issuer's spin-off (the "Spin-Off") of a then-wholly owned subsidiary of the Issuer on February 21, 2025. Pursuant to an Employee Matters Agreement, at the effective time of the Spin-Off, each outstanding Issuer stock unit was adjusted and converted into additional stock units based on the equity conversion ratio of 1.452526 per every Issuer stock unit. Additionally, includes change in form of beneficial ownership of shares of Issuer's common stock in connection with the vesting of the Reporting Person's restricted stock unit award. The underlying shares were issued directly to the Reporting Person's Family Trust account.

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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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^*

DOLUCA TUNC

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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)	11/20/2025		A		1,585	A	$0.0	1,585	D
Common Stock	11/19/2025		M		14(2)	A	$0.0	37,849(3)	I	By Family Trust

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)	11/19/2025		M			14.4258	(2)	(2)	Common Stock	0	$0.0	0	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. Includes 1,701 additional stock units acquired by the Reporting Person in connection with the Issuer's spin-off (the "Spin-Off") of a then-wholly owned subsidiary of the Issuer on February 21, 2025. Pursuant to an Employee Matters Agreement, at the effective time of the Spin-Off, each outstanding Issuer stock unit was adjusted and converted into additional stock units based on the equity conversion ratio of 1.452526 per every Issuer stock unit. Additionally, includes change in form of beneficial ownership of shares of Issuer's common stock in connection with the vesting of the Reporting Person's restricted stock unit award. The underlying shares were issued directly to the Reporting Person's Family Trust account.

	By: /s/ Sandra Garcia Attorney-in-Fact For: Tunc Doluca	11/21/2025
	** 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 equity award did the Western Digital (WDC) director receive in this Form 4?

The reporting person received a grant of 1,585 restricted stock units of Western Digital common stock. Each restricted stock unit represents a contingent right to receive one share of the company’s common stock.

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

After the reported transactions, the director holds 1,585 shares directly and 37,849 shares indirectly through a family trust, as stated in the filing.

What happened to the dividend equivalent rights reported for Western Digital (WDC)?

The filing states that 14.4258 dividend equivalent rights were converted into, and paid in the form of, shares of Western Digital common stock on a one-for-one basis when the related restricted stock units vested, with a cash amount paid to settle the fractional right.

How is the Western Digital (WDC) spin-off reflected in the director’s holdings?

The explanation notes that the director received 1,701 additional stock units in connection with Western Digital’s February 21, 2025 spin-off, based on an equity conversion ratio of 1.452526 additional stock units for every existing stock unit.

What role does the family trust play in this Western Digital (WDC) Form 4?

The filing identifies 37,849 shares of common stock as being held indirectly by a Family Trust. It further explains that certain underlying shares issued upon vesting of restricted stock units were delivered directly into this Family Trust account.

Is the Western Digital (WDC) director classified as a 10% owner in this Form 4?

The relationship section of the filing checks the box for Director and leaves the 10% Owner box unchecked, indicating the reporting person is a director but not reported here as a 10% owner.