WDC Chief Sales Officer Brian Davis Receives RSUs, Withholds Shares

What Happened

• Brian Scott Davis, Western Digital's Chief Sales & Marketing Officer, received a grant of 3,619 restricted stock units (RSUs) on 2026-08-25. In connection with vesting and related conversions, 2,615 shares were withheld to satisfy tax obligations (971 shares on 8/25 and 1,644 shares on 8/26), generating cash amounts of $437,678 and $770,839 respectively (total $1,208,517).
• The filing also shows small derivative conversions/exercises (zero-dollar entries totaling roughly 30 shares across 8/25–8/26) related to dividend equivalent conversions and RSU vesting.

Key Details

• Transaction dates and values:
  • 2026-08-25: Grant of 3,619 RSUs (A) — each RSU represents a contingent right to one share (Footnote F3).
  • 2026-08-25: 971 shares withheld to cover taxes (F) at $450.75 each = $437,678 (Footnote F2).
  • 2026-08-26: 1,644 shares withheld to cover taxes (F) at $468.88 each = $770,839 (Footnote F2).
  • 8/25–8/26: small derivative exercise/conversion entries (M) and dividend-equivalent conversions (see F1) recorded at $0.
• Shares owned after the reported transactions: not specified in the filing.
• Footnotes of note:
  • F1: Dividend equivalent rights converted into shares on a one-for-one basis when RSUs vested; a cash payment settled any fractional share.
  • F2: Withholding of shares to satisfy tax obligations upon vesting (standard practice).
  • F3: The 3,619-item entry is an RSU grant.
• Filing: Reported period 2026-08-25, Form 4 filed 2026-08-27 — appears timely (Form 4s are generally due within two business days).

Context

• This was primarily a compensation event (RSU grant and vesting) with shares withheld to cover taxes — not an open-market sale. Withholding of shares to satisfy taxes (code F) is routine and does not necessarily indicate a change in the insider’s market view.
• The derivative (M) entries reflect exercises/conversions tied to vesting and dividend equivalents; they were processed at $0 per share because they represent conversion/settlement mechanics rather than cash purchases.