Western Digital Sells $3.09B SanDisk Shares at $545
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- Western Digital announced a $3.09 billion secondary offering of SanDisk shares on Tuesday, with the public offering price disclosed Wednesday at $545 per share — and SanDisk itself will receive zero proceeds.
- SanDisk shares fell 2.7% in Wednesday's premarket action after the offering was disclosed, while Western Digital shares rose 1.6%.
- Western Digital plans to conduct a debt-for-equity exchange with J.P. Morgan and Bank of America affiliates, using SanDisk shares to retire outstanding debt before the offering is complete.
- CFO Kris Sennesael had previously said on Western Digital's earnings call that the company intended to monetize its remaining 7.5 million SanDisk shares before the one-year anniversary of the February 2025 spinoff.
- The company faces a Feb. 21 deadline to complete the sale without tax consequences, per an SEC registration filing from last year.
- SanDisk shares have surged more than 1,500% since the spinoff and are up almost 150% in 2026, making it the top-performing S&P 500 component this year, with Western Digital ranking third at up 65%.
- Evercore ISI analyst Amit Daryanani called the move a "material acceleration of WDC's deleveraging efforts" and projected a potential 4% to 6% boost in Western Digital's EPS from subsequent buybacks.
Why it matters: Western Digital is using SanDisk's 1,500%+ post-spinoff appreciation to retire debt, with SanDisk receiving zero proceeds from the $3.09B offering. A Feb. 21 tax deadline is driving the timing, and Evercore ISI projects a 4-6% EPS boost for WDC from subsequent buybacks. SanDisk's 2.7% premarket dip reflects incoming share supply from the 7.5 million remaining shares, not a change in the underlying business.
