Tregillis Cynthia L 4

What Happened
Cynthia L. Tregillis, Chief Legal Officer & Corporate Secretary of Western Digital (WDC), converted dividend-equivalent rights into WDC common stock and then disposed of shares to cover taxes and via an open-market sale. Key moves: 770 shares were withheld to cover tax withholding (770 @ $290.95, ~$224,032) and 214 shares were sold in the open market (214 @ $286.11, ~$61,228). The conversions involved small derivative amounts (6 and 6.562 shares) issued at $0.00 as part of dividend-equivalent conversions.

Key Details

• Transaction dates and prices:
  • 2026-02-25: Conversion/exercise of dividend-equivalent rights (6 shares and 6.562 shares at $0.00).
  • 2026-02-25: Tax withholding via share withholding — 770 shares @ $290.95 = $224,032 (Disposition; code F).
  • 2026-02-26: Open-market sale — 214 shares @ $286.11 = $61,228 (Disposition; code S).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes:
  • F1: Dividend equivalent rights converted one-for-one into common shares; fractional dividend paid in cash.
  • F2: Tax obligation satisfied by withholding shares under Rule 16b-3(e).
  • F3: The 214-share sale was made under a Rule 10b5-1 trading plan adopted May 23, 2025.
• Filing timeliness: Form 4 filed 2026-02-27 for transactions on 2026-02-25 and 2026-02-26 — appears timely (filed within required reporting window).

Context

• This was not a cash purchase; the primary activity was conversion of dividend-equivalent rights to shares and routine dispositions (tax withholding and an open-market sale under a 10b5-1 plan). The tax-withholding share disposition is a standard administrative action, not a market sale.
• The separate 214-share sale under a 10b5-1 plan indicates a pre-arranged trading schedule rather than opportunistic timing.
• No new cash purchases were reported; these transactions are generally routine and do not on their own indicate the insider’s view of company fundamentals.