TLDR
- Western Digital intends to offload 5.8 million Sandisk shares via a secondary offering, generating $3.17 billion
- The sale price represents a 7.7% discount to Sandisk’s most recent closing price
- Affiliates of J.P. Morgan and BofA Securities will exchange the shares for Western Digital debt
- Sandisk shares declined approximately 1% in Tuesday’s after-hours session, followed by an additional 1.5% drop in Wednesday’s premarket trading
- Following the transaction, Western Digital will keep a holding valued at close to $1 billion, which it also aims to sell in the future
Western Digital (WDC) is divesting a portion of its Sandisk (SNDK) holding to secure $3.17 billion, a move that has drawn market attention.
Western Digital is seeking to raise $3.09 billion from the sale of a stake in Sandisk, after the digital storage company spun off its flash memory unit nearly a full year ago
— Bloomberg (@business)
Sandisk’s stock price decreased by about 1% in after-hours trading on Tuesday after Western Digital filed to sell as many as 7.5 million shares. The stock fell a further 1.5% by the premarket session on Wednesday.
The shares are offered at a 7.7% discount to Sandisk’s last closing price of $626.56, a situation typically unfavorable for current shareholders.
Western Digital is divesting 5.8 million shares in this secondary offering. Sandisk will not receive any funds from this sale—it is purely a reduction of Western Digital’s position, not a capital raise for Sandisk.
The shares are being sold through affiliates of J.P. Morgan and BofA Securities, the deal’s lead bookrunners. In effect, Western Digital is trading these shares to settle debt held by the affiliates of the two banks.
A Clean Break From Sandisk
Western Digital previously spun off Sandisk as an independent public entity, and this divestiture continues the separation process. The share registration for resale is governed by a stockholder and registration rights agreement between the firms.
Once the deal is complete, Western Digital will continue to own a stake in Sandisk worth nearly $1 billion, according to Reuters estimates. The company has stated its plan to also divest this remaining holding eventually.
This overhang—the awareness that more shares may be sold—is probably contributing to the downward pressure on Sandisk’s stock.
What It Means for the Stock
A significant shareholder selling at a discounted price typically exerts downward pressure on a stock. The market often interprets such a move as a sign the seller is eager to exit or believes the shares are fairly valued.
Bloomberg News was first to report the offering’s price range.
Sandisk did not obtain any funds from the transaction. Western Digital confirmed it holds no other Sandisk common stock or equity interests aside from the shares being sold and those it will retain post-sale.
Sandisk’s common stock last closed at $626.56 on the Nasdaq as of February 13, 2026. During Wednesday’s premarket activity, the stock was trading near $579.
Western Digital did not provide an immediate comment to Reuters.