WD Raises $3.09B Selling SanDisk Shares

SanDisk operates as a separate publicly traded company following its spinoff from Western Digital on February 21, 2025[2]. The separation involved internal restructuring transactions transferring Western Digital's Flash Business assets, liabilities, and legal entities to SanDisk in exchange for approximately $1.5 billion in cash payments funded through a Term Loan B facility[2]. Following the separation, Western Digital retained its HDD (hard-disk drive) business, positioning itself as a pure-play HDD player with improved earnings quality[5]. SanDisk's flash memory operations now operate independently with its own financing arrangements and capital structure.

The secondary offering accelerates Western Digital's deleveraging strategy and positions the company toward a potential net-cash position over time[5]. This enhanced capital-allocation flexibility may enable Western Digital to prioritize share buybacks and dividends while reinforcing its transition to a pure-play HDD manufacturer. Analysts project the transaction could drive a 4% to 6% boost in earnings per share in the near-to-medium term through share count reduction[5]. For SanDisk, the near-term pressure from the secondary offering and discount pricing may create selling pressure, though the stock's exceptional 2026 performance suggests strong institutional demand for the flash memory business.