New York, Feb 20, 2026, 17:31 ET — After-hours
- Sandisk shares climbed roughly 4.7% in late Friday trading.
- Western Digital set its secondary sale price at $545 a share. Sandisk won’t see any proceeds from the deal.
- Investors are eyeing the potential for additional former-parent shares to come up for sale, while also waiting to hear what management will say when conferences begin Feb. 25.
Sandisk jumped roughly 4.7%, landing at $649.97 after the bell on Friday.
Just days after Sandisk set the price for a secondary offering—5,821,135 shares changing hands at $545 apiece—the company clarified that these are all shares held by its former parent, Western Digital. Sandisk itself isn’t parting with any stock and won’t see proceeds from the deal. Once Western Digital completes the debt-for-equity swap connected to this transaction, it’s expected to retain 1,691,884 shares.
Western Digital is aiming to bring down its debt load, targeting roughly $3.17 billion in proceeds as it trims back a $4.69 billion debt balance reported in January. The secondary offering landed at a 7.7% markdown from Sandisk’s last closing price. Western Digital has indicated it plans to unload the remainder of its Sandisk shares gradually.
According to a prospectus supplement, Western Digital plans to swap Sandisk shares for Term A-3 loans and other term loans amounting to roughly $3.086 billion, with the loans set to be cancelled after the exchange wraps up. The filing also noted that it’s the debt-for-equity exchange parties—not Sandisk or Western Digital—who end up with the cash from selling the stock in the offering.
Western Digital registered as many as 7,513,019 Sandisk shares for resale, according to an SEC registration statement filed this week, pointing to debt-for-equity swaps as its preferred way out. The document also described an earlier exchange and sale back in June 2025, when more than 21 million Sandisk shares changed hands, which left Western Digital with what’s now the remaining batch.
Evercore ISI’s Amit Daryanani described the agreement as “a material acceleration of WDC’s deleveraging efforts,” noting this shift could help with capital allocation. That might open the door to buybacks, which would boost earnings per share. Morningstar
Western Digital added roughly 0.3% Friday. Micron climbed around 2.6%. Storage and memory names mostly stayed firm through the close.
Sandisk is riding the wave of datacenter demand driven by AI infrastructure, having bumped up its third-quarter forecast back in late January after reporting $3.03 billion in fiscal Q2 revenue. “This quarter’s performance underscores our agility in capitalizing on better product mix,” CEO David Goeckeler said then. Sandisk
The setup has its risks. A major secondary might resolve uncertainty fast, but it could just as easily drag things out, especially if more shares hit the market in chunks. That risk grows in a cyclical environment, where flash pricing and cloud budgets can shift directions faster than any management roadshow can keep up.
Looking ahead, Sandisk has its management team lined up to speak at Bernstein’s TMT forum on Feb. 25, then Morgan Stanley’s tech conference March 3, and Cantor’s event March 11. Traders are watching for clues on demand, pricing, and just how quickly Western Digital plans to complete its exit.
