Davis Brian Scott 4

What Happened
Brian Scott Davis, Western Digital’s Chief Sales & Marketing Officer, had restricted‑stock-related rights converted into shares and had 971 shares withheld to satisfy his tax withholding obligation. The Form 4 shows small derivative conversions of 7 and 7.362 shares at $0.00 and a withholding/disposition of 971 shares at $484.28 per share, totaling $470,236. The withholding was used to pay taxes tied to vesting/settlement of awards.

Key Details

• Transaction dates: May 25, 2026; Form 4 filed May 27, 2026 (timely filing).
• Reported transactions:
  • Exercise/conversion of derivative (code M): 7 shares @ $0.00 (acquired).
  • Exercise/conversion of derivative (code M): 7.362 shares @ $0.00 (disposed; derivative-related).
  • Payment of exercise price or tax liability (code F): 971 shares withheld/disposed @ $484.28 = $470,236.
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Footnotes:
  • F1: Dividend equivalent rights were converted to common stock one‑for‑one in connection with RSU vesting; a fractional dividend was settled in cash.
  • F2: The 971‑share disposition reflects withholding of shares to cover tax obligations incident to the vesting (routine tax withholding under Rule 16b‑3(e)).
• Filing timeliness: Filed within two business days of the May 25 transaction (not flagged as late).

Context
This was not an open‑market sale for cash to realize gains; the 971‑share disposition was a routine withholding to satisfy taxes when awards vested (a common practice called share withholding or cashless settlement for tax purposes). The small zero‑price derivative lines reflect conversion/settlement of award/dividend equivalents rather than a purchase. As an executive (not a 10% owner), this transaction is typical administrative activity tied to compensation vesting, not necessarily a signal of intent to buy or sell additional stock.