SanDisk Corporation has priced a secondary public offering of 5,821,135 shares of its common stock, all of which are being sold by its former parent, Western Digital Corporation. The shares will be offered at $545.00 each, valuing the transaction at approximately $3.17 billion. The deal is scheduled to close on February 19, 2026, and SanDisk will not receive any proceeds from the sale.
The offering comes at a time when SanDisk’s market value has surged, delivering an extraordinary 1,152 % return over the past year and more than 1,500 % since the February 2025 spin‑off. In its most recent quarter, SanDisk reported revenue of $3.03 billion, up 31 % from the prior quarter, and a non‑GAAP diluted earnings per share of $6.20, underscoring the company’s strong performance in AI‑driven storage demand.
Western Digital’s debt load stood at $4.69 billion as of January 2026. CFO Kris Sennesael said the proceeds from the secondary sale would be directed toward reducing that debt, as part of a broader strategy to strengthen the balance sheet. The company plans to monetize its remaining 7.5 million SanDisk shares before the one‑year anniversary of the spin‑off, and will retain 1,691,884 shares after the transaction.
Analysts noted that the market reaction to the announcement was tempered by valuation concerns. The offering price represents a discount to SanDisk’s current trading level, and the increased supply of shares could influence investor sentiment. Evercore ISI analyst Amit Daryanani described the deal as a material acceleration of Western Digital’s deleveraging efforts, potentially improving the company’s capital‑allocation flexibility.
The secondary sale solidifies SanDisk’s independence and provides Western Digital with a significant cash infusion to reduce debt and potentially fund future buybacks or dividends. The transaction also signals Western Digital’s intent to focus on its core hard‑disk drive business, while SanDisk continues to capitalize on high‑growth AI infrastructure demand.
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