Sandisk (SNDK) Stock: Western Digital Dumps $3.17 Billion Position at a Discount

TLDR

• Western Digital is selling 5.8 million Sandisk shares, raising $3.17 billion
• Shares are being sold at a 7.7% discount to Sandisk’s last close of $626.56
• J.P. Morgan and BofA affiliates are exchanging the shares for Western Digital debt
• Sandisk stock fell 1% after-hours Tuesday, then another 1.5% in Wednesday premarket
• Western Digital will retain a ~$1 billion stake in Sandisk after the sale, which it plans to sell eventually

Western Digital is selling a large portion of its Sandisk stake, and the stock is taking a hit.

Sandisk Corporation, SNDK

The company filed to sell up to 7.5 million Sandisk shares on Tuesday. The news sent SNDK down around 1% in after-hours trading. By Wednesday premarket, shares were down another 1.5%, with the stock last trading around $579.

The offering is priced at a 7.7% discount to Sandisk’s last closing price of $626.56 — a detail that rarely goes unnoticed by the market.

Sandisk receives none of the proceeds. This is a straight selldown by Western Digital, not a fundraise for the flash storage company.

The Mechanics of the Deal

Western Digital is selling 5.8 million shares through a secondary offering managed by J.P. Morgan and BofA Securities, the deal’s lead bookrunners.

Rather than a straight cash transaction, Western Digital is swapping the shares for debt held by affiliates of the two banks. Bloomberg News first reported the price range of the offering.

The sale falls under a stockholder and registration rights agreement between the two companies, part of the broader separation process following Sandisk’s spinoff from Western Digital.

What’s Left After the Sale

Once the deal closes, Western Digital will still hold a Sandisk stake worth nearly $1 billion, according to Reuters calculations.

The company has signaled it intends to sell that remaining position eventually, which creates an ongoing overhang for SNDK shareholders.

Western Digital confirmed it holds no other common stock or equity interests in Sandisk beyond the shares being sold and the residual stake.

At close on February 13, 2026, Sandisk stock was at $626.56 on the Nasdaq. By the time Western Digital’s secondary offering hit the wires Wednesday, the stock had dropped to around $579 — a fall of close to 5.74% on the day.

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

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