WDC Form 4: Director Martin I. Cole Receives 5.2013 RSU Dividend Shares

Martin I. Cole, a director of Western Digital Corporation (WDC), reported an acquisition on 09/18/2025 of dividend equivalent rights tied to previously awarded restricted stock units (RSUs).

Rhea-AI Filing Summary

Martin I. Cole, a director of Western Digital Corporation (WDC), reported an acquisition on 09/18/2025 of dividend equivalent rights tied to previously awarded restricted stock units (RSUs). The filing shows 5.2013 dividend-equivalent shares were acquired at a reported price of $0.0, and the amount of common stock beneficially owned following the transaction is reported as 14.4258 shares (direct ownership). The filing explains these dividend equivalent rights vest proportionately with the underlying RSUs and represent contingent rights to receive one share of common stock or the cash value instead. The Form 4 was signed on behalf of Mr. Cole by an attorney-in-fact on 09/22/2025.

Insights

Financial Analyst

TL;DR: Routine insider acquisition of dividend-equivalent shares tied to RSU vesting; immaterial to valuation based on disclosed amounts.

The Form 4 discloses a non-cash acquisition of 5.2013 dividend-equivalent shares related to previously granted RSUs, increasing reported direct beneficial ownership to 14.4258 shares. The transaction is recorded at $0.0, consistent with dividend-equivalent accounting rather than an open-market purchase. There are no cash proceeds, exercise prices, or derivative expirations disclosed that would alter capital structure or near-term cash flow. Based solely on the disclosed quantities, this appears to be a routine compensation-related vesting event rather than a material corporate development.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard Section 16 reporting for RSU-related dividend equivalents and shows proper attorney-in-fact signature.

The filing identifies the reporting person as a director and indicates the form was filed by one reporting person with an attorney-in-fact signature date of 09/22/2025. The explanatory note clarifies that dividend equivalent rights vest with the underlying RSUs and convert to shares or cash value, which is customary for equity compensation. No indicators of unusual timing, derivative exercises, or dispositions are present in the disclosed lines. From a governance perspective, the submission appears complete for the specific transaction disclosed.

Insider Trade Summary

Grant/Award: 5.2013 shares

Grant/Award 1 txn

Insider Cole Martin I

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	5.2013	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Rights — 14.4258 contracts (Direct)

Footnotes (1)

1. F1. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

FAQ

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

What transaction did Martin I. Cole report on Form 4 for WDC?

The Form 4 reports the acquisition of 5.2013 dividend-equivalent shares tied to previously awarded RSUs on 09/18/2025.

How many shares does the filing show Martin I. Cole beneficially owns after the transaction?

The filing reports 14.4258 shares of common stock beneficially owned following the reported transaction.

What is the reported price for the acquired dividend equivalent rights?

The transaction is reported at a price of $0.0, consistent with dividend-equivalent accruals rather than a cash purchase.

Who signed the Form 4 and when was it signed?

The Form 4 was signed on behalf of Martin I. Cole by Sandra Garcia, Attorney-in-Fact on 09/22/2025.

Are the dividend equivalent rights described in the filing convertible to cash?

Yes. The filing states each dividend equivalent right represents a contingent right to receive one share of the issuer's common stock or the cash value thereof.

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

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Accepted by SEC EDGAR 09/22/2025 - 06:24 PM 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^*

Cole Martin I

(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)
09/18/2025

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

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)	09/18/2025		A		5.2013		(1)	(1)	Common Stock	5.2013	$0.0	14.4258	D

Explanation of Responses:

1. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

	By: /s/ Sandra Garcia Attorney-in-Fact For: Martin I. Cole	09/22/2025
	** 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.