New York, February 18, 2026, 17:07 (EST) — After-hours
- Sandisk shares were last up about 1.6% in late trading, after a wide intraday swing.
- Western Digital is unloading 5.82 million Sandisk shares in a secondary offering priced at $545.
- The deal is expected to settle on Feb. 19, with Western Digital retaining about 1.69 million shares afterward.
Sandisk Corp shares were last up about 1.6% at $600.40 in after-hours trading on Wednesday after former parent Western Digital priced a $3.17 billion secondary sale that put a fresh block of stock on the market at a discount. The stock ranged from $560.59 to $616.68 during the session, with about 25 million shares traded.
The move matters now because the offering lands after a sharp run in storage and memory-related names tied to big spending on artificial intelligence infrastructure. A secondary offering is a sale of existing shares by a shareholder — it does not raise cash for the company — but it can weigh on the price in the near term by adding supply.
Western Digital said the transaction would help it cut debt as it continues to unwind from last year’s separation of its flash business into Sandisk. The deal swaps roughly 5.8 million Sandisk shares for debt held by affiliates of J.P. Morgan and BofA Securities, and Western Digital has said it intends to sell its remaining Sandisk stake over time. (Reuters)
Sandisk said 5,821,135 shares would be sold at $545 each, and it will not receive any proceeds. The offering is expected to close on Feb. 19, 2026, and Western Digital is expected to hold 1,691,884 Sandisk shares immediately after the debt-for-equity exchange, which it plans to dispose of later through exchanges or distributions to its shareholders. (Business Wire)
A prospectus supplement filed with the U.S. SEC described the mechanics: Western Digital is expected to exchange the shares for term loans totaling about $3.086 billion that would be cancelled and retired after the swap. The filing also put Sandisk’s shares outstanding at 147.6 million as of Feb. 6, making the block in the deal roughly 4% of that total. (SEC)
The broader tape was supportive. Wall Street finished higher on Wednesday as big tech and AI-linked names rebounded, with the S&P 500 up 0.56% and the Nasdaq up 0.78%, according to Reuters. “Weakness in tech was bound to bring in the marginal buyer,” Ross Mayfield, an investment strategy analyst at Baird, said. (Reuters)
Sandisk has leaned into the same theme. In its most recent quarterly update, the company pointed to stronger demand for enterprise solid-state drives — fast flash storage used in data centers — as large cloud operators ramp AI capacity. CEO David Goeckeler said the company was “accelerating enterprise SSD deployments” as AI demand builds. (Sandisk)
Still, traders tend to treat discounted blocks as a near-term ceiling, even when the seller is exiting for balance-sheet reasons rather than because of a change in operating outlook. The offering price can become a quick reference point.
There is also an overhang risk. Western Digital has already signaled it plans to dispose of the rest of its Sandisk holding, and any follow-on sale or distribution could keep pressure on the shares, particularly if market liquidity thins.
The other uncertainty is the cycle. Flash memory pricing has a history of sharp swings; if AI-related spending cools or supply ramps faster than demand, the sector’s momentum can fade quickly.
For Thursday, the immediate focus is the Feb. 19 settlement and how the stock trades around the $545 offering price once the new supply is in the market. Beyond that, investors will watch for any update on Western Digital’s remaining stake and for signs that AI-driven storage demand is holding up into the next quarter.
