New York, February 18, 2026, 10:10 EST — Regular session
- Sandisk shares fell after Western Digital, its former parent, took steps to unload part of its holding through a secondary offering.
- Some 5.82 million shares got priced at $545 in the deal, but Sandisk isn’t pocketing any of the proceeds.
- Investors are zeroed in on the Feb. 19 settlement, keeping a close eye on the fate of Western Digital’s leftover SNDK shares.
Sandisk shares slipped 0.5% to $587.50 Wednesday morning, pulling back after an earlier drop of more than 5%. The move came as Western Digital announced it would unload a $3.17 billion chunk of the flash-memory company’s stock. Western Digital, for its part, was up 2.6% at $291.52.
The sale drops new Sandisk shares into the market at a discount, stirring up an issue investors have largely ignored: just how soon Western Digital plans to unload the rest of the stake it held onto after the spin.
But here’s the wrinkle: this is a secondary offering, meaning the shares on the block already exist. Sandisk won’t pocket any proceeds, since it’s not selling new stock or raising fresh capital.
Sandisk priced a 5,821,135-share offering at $545 apiece, targeting a Feb. 19 closing if all standard conditions are met. According to the company, Western Digital plans to swap those shares for debt with affiliates of J.P. Morgan Securities and BofA Securities before any public sale occurs. After the exchange, Western Digital would still hold onto 1,691,884 Sandisk shares. (Business Wire)
According to Reuters, the price tags Sandisk at a 7.7% discount to its previous close, part of Western Digital’s push to chip away at its $4.69 billion debt load as of January. Last year, Western Digital separated Sandisk and shifted its attention back to hard-disk drives. Both firms have cited increased demand, attributing it to artificial-intelligence infrastructure builds. (Reuters)
The Sandisk prospectus filing pointed to another risk for the shares: additional stock may hit the market. The document also shows Sandisk started trading on Nasdaq post-Feb. 21, 2025 distribution. It highlights Western Digital’s stake and the possibility those shares get sold, which could put pressure on the stock price. (SEC)
Western Digital CFO Kris Sennesael told investors on a recent call that “our intention is to monetize those shares before the one-year anniversary of the separation,” MarketWatch reported. Evercore ISI’s Amit Daryanani described the move as “a material acceleration of WDC’s deleveraging efforts.” He also pointed out that with a cleaner balance sheet, Western Digital could have more flexibility for capital returns, potentially including buybacks. (MarketWatch)
Micron picked up 1.5% and Seagate climbed 1.9% early, while Sandisk stood out as the laggard on a session that saw most memory and storage stocks trading higher.
Sandisk could still take a hit in the near term. A heavy discounted block trade? That’s going to put pressure on the tape. Any further sales or distributions of Western Digital shares would just extend the overhang, particularly if appetite for AI storage loses steam and the market circles back to valuation questions.
All eyes are on the Feb. 19 settlement date for the offering, with traders also watching to see what Western Digital does about the leftover Sandisk shares as the Feb. 21 separation anniversary nears.
