Western Digital CEO Tan Irving Exercises Awards; Shares Withheld

What Happened

• Tan Irving, CEO of Western Digital (WDC), converted/exercised derivative awards related to the vesting of restricted stock units and dividend-equivalent rights on Aug 20–21, 2026. The filings show roughly 76.28 shares issued/converted (reported as 13 and 25 shares acquired plus 13.265 and 25.013 derivative conversions). To satisfy tax obligations, 144 shares were withheld on Aug 20 (priced at $469.05; value $67,543) and 545 shares were withheld on Aug 21 (priced at $459.44; value $250,395), for a total tax-withholding value of about $317,938. These were withholding transactions (code F), not open‑market sales.

Key Details

• Transaction dates and prices:
  • 2026-08-20: Acquired 13 shares @ $0.00 (exercise/conversion, code M); 144 shares withheld @ $469.05 for taxes (disposed, code F) = $67,543; derivative conversion of 13.265 shares reported at $0.00 (code M, disposed).
  • 2026-08-21: Acquired 25 shares @ $0.00 (exercise/conversion, code M); 545 shares withheld @ $459.44 for taxes (disposed, code F) = $250,395; derivative conversion of 25.013 shares reported at $0.00 (code M, disposed).
• Total shares withheld for taxes: 689 shares; total cash value of withheld shares ≈ $317,938.
• Footnotes:
  • F1: Dividend-equivalent rights converted into and paid in common stock one-for-one in connection with RSU vesting; fractional dividend paid in cash.
  • F2: Tax obligation satisfied by withholding securities in accordance with Rule 16b-3(e).
• Shares owned after the transactions: not disclosed in the provided filing.
• Filing timeliness: Report filed on 2026-08-24 for transactions occurring 2026-08-20 and 2026-08-21 — filing is within the usual two-business-day Form 4 window.

Context

• These transactions reflect vesting/conversion of awards and routine tax withholding rather than an open-market sale or purchase. The tax withholding (code F) is a common administrative step when restricted shares vest or dividend equivalents are paid. No evidence here of a sale in the public market or a signaling purchase; the filing documents the issuance/conversion process and withholding to cover taxes.