TLDR
- Western Digital is selling 5.8 million Sandisk shares in a secondary offering, raising $3.17 billion
- The shares are priced at a 7.7% discount to Sandisk’s last close of $626.56
- J.P. Morgan and BofA affiliates are receiving the shares in exchange for Western Digital debt
- Sandisk stock dropped 1% after-hours Tuesday and another 1.5% in Wednesday premarket
- Western Digital will hold a remaining ~$1 billion stake in Sandisk after the deal, with plans to sell it
Western Digital is moving fast to cut its ties with Sandisk, and the stock is feeling it.
The company filed to sell up to 7.5 million Sandisk shares on Tuesday. SNDK dropped around 1% in after-hours trading. By Wednesday premarket, shares were sliding another 1.5%, with the stock changing hands near $579.
The offering is priced at a 7.7% discount to Sandisk’s last close of $626.56. Discounted secondary offerings tend to spook the market, and this one was no different.
Sandisk gets none of the money. Every dollar raised goes to Western Digital, making this a pure selldown with no benefit to the company itself.
How the Deal Works
Western Digital is offloading 5.8 million shares through a secondary offering, with J.P. Morgan and BofA Securities acting as lead bookrunners.
The structure is not a straightforward cash sale. Western Digital is swapping the Sandisk shares for debt held by affiliates of the two banks. Bloomberg News first reported the offering’s price range.
The transaction is covered under a stockholder and registration rights agreement tied to Sandisk’s spinoff from Western Digital, which set the terms for how Western Digital could eventually sell down its position.
The Overhang Problem
After this deal closes, Western Digital will still hold a Sandisk stake worth close to $1 billion, based on Reuters calculations.
The company has already flagged its intention to sell that remaining position down the road. For Sandisk shareholders, that means more supply could hit the market at any point.
Western Digital confirmed it holds no other common stock or equity interests in Sandisk outside of the shares being sold and the remaining stake.
Sandisk stock closed at $626.56 on February 13, 2026. By Wednesday, with the secondary offering on the table, shares had fallen to around $579 — a drop of nearly 5.74% on the day.
Western Digital did not respond to a request for comment from Reuters.
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