Davis Brian Scott 4

What Happened
Brian Scott Davis, Western Digital's Chief Sales & Marketing Officer, reported conversion/vesting of derivative awards and withholding of shares to cover tax obligations. On June 3, 2026 he had 881 shares withheld (disposed) at $594.11/share to satisfy taxes, a withholding value of approximately $523,411. The filing also shows small derivative conversions/exercises of ~6 and ~6.683 shares at $0.00 in connection with the vesting/conversion of awards.

Key Details

• Transaction date: June 3, 2026; Form 4 filed June 5, 2026 (timely under Section 16 rules).
• Withholding: 881 shares disposed at $594.11/share for a total of $523,411 (code F — payment of tax liability by withholding).
• Derivative conversion/exercise: reported M-code conversions of ~6.000 shares and ~6.683 shares at $0.00 (conversion of dividend-equivalent rights/vested RSUs).
• Footnotes: F1 — dividend equivalent rights converted one-for-one into common shares at RSU vesting (fraction settled in cash); F2 — includes 132 shares acquired under the ESPP on May 31, 2026; F3 — tax payment via withholding per Rule 16b-3(e).
• Shares owned after the transactions are not specified in the provided excerpt.

Context
This was not an open-market sale but a routine “sell-to-cover”/withholding to satisfy tax liabilities arising from vesting/conversion of awards. Such withholdings are common and do not necessarily signal the executive’s view on the stock. The derivative entries reflect conversion/vesting of awards (not a paid cash purchase).