Davis Brian Scott 4

4 · WESTERN DIGITAL CORP · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

WDC Chief Sales & Marketing Officer Brian Davis Receives Shares, Withholds for Taxes

What Happened

Brian Davis (filed as Davis Brian Scott), Western Digital's Chief Sales & Marketing Officer, received shares from the conversion/vesting of restricted stock units and dividend-equivalent rights on May 20–21, 2026 (reported on Form 4 filed May 22, 2026). The filing shows 5 shares issued on 5/20 and 4 shares issued on 5/21 (exercise/conversion code M, $0.00 exercise price). In connection with the vesting/conversion, 716 shares were withheld on 5/20 at $459.62 per share ($329,088) and 593 shares were withheld on 5/21 at $486.46 per share ($288,471) to satisfy tax withholding obligations (code F), totaling $617,559 in withheld value and 1,309 shares surrendered.
The filing also records small fractional/dividend-equivalent share conversions (5.432 and 4.501 shares) related to the award (shown as derivative entries at $0). These fractional amounts were settled per the footnote.

Key Details

Transaction dates: May 20, 2026 and May 21, 2026; Form 4 filed May 22, 2026 (appears timely).
Prices and amounts withheld: 716 shares @ $459.62 = $329,088 (5/20); 593 shares @ $486.46 = $288,471 (5/21). Total withheld value ≈ $617,559 for tax obligations.
Shares received: 5 shares (5/20) + 4 shares (5/21) acquired at $0.00 (conversion/vesting). Minor fractional dividend-equivalent shares (≈5.432 and 4.501) were also converted/paid.
Shares owned after transaction: not specified in the provided filing excerpt.
Footnotes: F1 — dividend-equivalent rights converted one-for-one to common stock upon RSU vesting; a cash amount was paid to settle fractional dividend-equivalent rights. F2 — tax obligation satisfied by withholding securities under Rule 16b-3(e).

Context

This appears to be routine vesting/conversion of RSUs and dividend-equivalent payments, with shares withheld to cover taxes (a common administrative step). The $0.00 exercise price entries indicate conversion/award vesting rather than a paid option exercise. Withheld shares to meet tax liability are not the same as an open-market sale and are generally administrative rather than a signal of insider sentiment.

Form 4

Period: 2026-05-20

Chief Sales & Mrktng Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-20+5→ 105,569 total
Tax Payment
Common Stock
[F2]
2026-05-20$459.62/sh−716$329,088→ 104,853 total
Exercise/Conversion
Common Stock
[F1]
2026-05-21+4→ 104,857 total
Tax Payment
Common Stock
[F2]
2026-05-21$486.46/sh−593$288,471→ 104,264 total
Exercise/Conversion
Dividend Equivalent Rights
[F1]
2026-05-20−5.432→ 204.706 total
→ Common Stock (5.432 underlying)
Exercise/Conversion
Dividend Equivalent Rights
[F1]
2026-05-21−4.501→ 200.206 total
→ Common Stock (4.501 underlying)

Footnotes (2)

[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.
[F2]Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Signature

By: /s/ Sandra Garcia Attorney-in-Fact For: Brian Scott Davis|2026-05-22

1 file