Sandisk (SNDK) Stock Drops 5% as Western Digital (WDC) Dumps $3.17B Stake

TLDR

• Western Digital plans to sell 5.8 million Sandisk shares in a secondary offering, raising $3.17 billion
• The shares are being sold at a 7.7% discount to Sandisk’s last closing price
• J.P. Morgan and BofA Securities affiliates will swap the shares for Western Digital debt
• Sandisk stock fell around 1% in after-hours Tuesday, then a further 1.5% in premarket Wednesday
• After the sale, Western Digital will retain a stake worth nearly $1 billion, which it plans to eventually sell

Western Digital (WDC) is selling a chunk of its Sandisk (SNDK) stake to raise $3.17 billion, and the market noticed.

Sandisk stock dropped around 1% in after-hours trading Tuesday after Western Digital filed to sell up to 7.5 million shares of the company. By Wednesday premarket, shares were down another 1.5%.

Sandisk Corporation, SNDK

The offering is priced at a 7.7% discount to Sandisk’s last close of $626.56, which is never a great look for existing shareholders.

Western Digital is selling 5.8 million shares in the secondary offering. The company itself gets none of the money — this is a straight selldown by Western Digital, not a capital raise for Sandisk.

The shares are being offloaded through affiliates of J.P. Morgan and BofA Securities, the two lead bookrunners on the deal. Western Digital is essentially swapping those shares for debt held by the two banks’ affiliates.

A Clean Break From Sandisk

Western Digital spun off Sandisk as a separate public company, and this sale is part of the ongoing process of separating the two businesses. The registration of shares for resale falls under a stockholder and registration rights agreement between the two companies.

After this deal closes, Western Digital will still hold a stake worth nearly $1 billion in Sandisk, based on Reuters calculations. The company has made clear it intends to dispose of that remaining stake at some point too.

That overhang — the knowledge that more shares could hit the market — is likely part of what’s weighing on Sandisk’s stock price.

What It Means for the Stock

When a major shareholder sells at a discount, it puts pressure on the share price. Investors often read it as a signal that the seller wants out quickly, or that the stock may be fully valued at current levels.

Bloomberg News first reported the price range of the offering.

Sandisk did not receive any proceeds from the sale. Western Digital confirmed it does not hold any other common stock or equity interests in Sandisk beyond what’s being sold and what will remain after the transaction.

As of February 13, 2026, Sandisk’s common stock had closed at $626.56 on the Nasdaq. By Wednesday premarket, the stock was trading around $579.

Western Digital did not immediately respond to a request for comment from Reuters.

The post Sandisk (SNDK) Stock Drops 5% as Western Digital (WDC) Dumps $3.17B Stake appeared first on CoinCentral.