Western Digital (WDC) sales chief settles RSU vesting taxes with withheld shares

Rhea-AI Filing Summary

Western Digital Corp Chief Sales & Marketing Officer Brian Scott Davis reported routine equity compensation activity. Dividend equivalent rights covering 7.2867 units were exercised into an equal number of common shares in connection with restricted stock unit vesting. On the same date, 961 common shares were withheld at $293.10 per share to satisfy tax obligations, leaving him with 115,564 common shares directly owned. These transactions reflect compensation vesting and tax withholding, not open-market buying or selling.

Insights

Equity compensation and insider-transactions analyst

Routine RSU-related vesting and tax withholding with no open‑market trades.

Chief Sales & Marketing Officer Brian Scott Davis exercised dividend equivalent rights for 7.2867 units into common stock tied to restricted stock unit vesting. This is standard equity compensation mechanics rather than a discretionary market purchase.

The disposition of 961 common shares at $293.10 per share is explicitly described as payment of tax obligations by withholding securities under Rule 16b-3(e). This is not an open-market sale and does not, by itself, signal a change in sentiment.

After these transactions, Davis directly holds 115,564 common shares. The filing shows no remaining derivative positions, indicating the reported dividend equivalent rights were fully settled. Future SEC ownership reports will provide any updates to his equity stake.

Insider Trade Summary

7.287 shares exercised/converted

Mixed 3 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktng Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	7.287	$0.00	--
Exercise	Common Stock	7	$0.00	--
Tax Withholding	Common Stock	961	$293.10	$282K

Holdings After Transaction: Dividend Equivalent Rights — 210.138 shares (Direct); Common Stock — 116,525 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
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 CALIFORNIA 95119

(City) (State) (Zip)

UNITED STATES

(Country)

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 & Mrktng Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/20/2026		M		7(1)	A	$0	116,525	D
Common Stock	03/20/2026		F		961(2)	D	$293.1	115,564	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)	03/20/2026		M			7.2867	(1)	(1)	Common Stock	7.2867	$0	210.1383	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).

	/s/ Sandra Garcia Attorney-in-Fact for Brian Scott Davis	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Western Digital (WDC) report for Brian Scott Davis?

Western Digital reported that Chief Sales & Marketing Officer Brian Scott Davis exercised dividend equivalent rights into 7.2867 common shares and had 961 common shares withheld to cover taxes. These actions are linked to restricted stock unit vesting, not open‑market trading.

Did Brian Scott Davis buy or sell Western Digital (WDC) shares on the open market?

The filing shows no open‑market purchases or sales by Brian Scott Davis. Shares were acquired through exercising dividend equivalent rights and 961 shares were disposed of solely through tax withholding related to equity vesting, a routine, non‑discretionary compensation event.

How many Western Digital (WDC) shares does Brian Scott Davis own after this Form 4?

After the reported transactions, Brian Scott Davis directly owns 115,564 shares of Western Digital common stock. This figure reflects the net result of equity compensation vesting and related tax-withholding dispositions reported for the transaction date in the Form 4.

What are dividend equivalent rights in the Western Digital (WDC) Form 4?

Dividend equivalent rights in this filing are rights that track dividends on underlying restricted stock units. They were converted on a one‑for‑one basis into Western Digital common stock when the related restricted stock units vested, with any fractional unit settled in cash for the holder.

Why were 961 Western Digital (WDC) shares disposed of in Brian Scott Davis’s Form 4?

The 961 Western Digital shares were withheld to satisfy tax obligations arising from the vesting of equity awards. The filing states this tax payment occurred by withholding securities in accordance with Rule 16b‑3(e), rather than through an open‑market sale for cash proceeds.

Does the Western Digital (WDC) Form 4 indicate remaining derivative or option positions for Brian Scott Davis?

The Form 4 shows the exercise of 7.2867 dividend equivalent rights into common stock and no remaining derivative positions in the derivative summary. This indicates the specific reported dividend equivalent rights were fully settled as part of restricted stock unit vesting.