SanDisk Prices Upsized Secondary Offering of 18.5 Million Shares at $38.50 Per Share
SanDisk Corporation (Nasdaq: SNDK), a global leader in flash memory storage solutions, has announced the pricing of an upsized secondary public offering of its common stock. The offering, which now includes 18,534,581 shares, reflects a significant increase from the 17 million shares originally proposed. These shares are currently owned by Western Digital Corporation (WDC), SanDisk’s former parent company, and are being sold at a public offering price of $38.50 per share.
Importantly, SanDisk itself is not issuing any new shares in the offering and will not receive any proceeds from the transaction. The shares being offered are part of a secondary offering initiated by WDC, which is in the process of reducing its ownership stake in SanDisk as part of a broader strategic financial maneuver.
Debt-for-Equity Exchange Structure
The offering is structured around a planned debt-for-equity exchange. Prior to the completion of the public offering, Western Digital is expected to exchange the 18.5 million SanDisk shares for outstanding indebtedness held by affiliates of JP Morgan Securities LLC and BofA Securities. These affiliates—referred to as the “debt-for-equity exchange parties”—will receive the shares in exchange for forgiving certain Western Digital debts.
Following the exchange, the shares will be delivered to JP Morgan Securities LLC and BofA Securities, who will then act as the selling stockholders in the offering. In turn, these financial institutions intend to sell the shares to the underwriters participating in the public offering.
Greenshoe Option for Underwriters
As is common in large equity offerings, the selling stockholders have granted the underwriters a 13-day option to purchase up to 2,780,187 additional shares of SanDisk common stock at the same public offering price of $38.50 per share, less applicable underwriting discounts. This overallotment option, commonly known as a “greenshoe,” gives the underwriters flexibility to stabilize the share price following the offering and respond to additional investor demand.
If this greenshoe option is fully exercised, Western Digital’s ownership of SanDisk common stock will be reduced even further. Specifically, WDC would retain approximately 7,513,019 shares of SanDisk stock once the offering and over-allotment sales are concluded.
Key Underwriters and Closing Timeline
JP Morgan Securities LLC and BofA Securities are serving as the joint lead book-running managers and the representatives of the underwriters for this transaction. The offering is expected to close on June 9, 2025, subject to the customary closing conditions, including the completion of the debt-for-equity exchange.
This public offering and its structure reflect a continued effort by Western Digital to unwind its equity interest in SanDisk, which it previously acquired but has since spun off as an independent company. For SanDisk, the transaction allows for greater public ownership and potentially improved stock liquidity, without diluting its current shareholders or issuing new equity.
Registration and Legal Disclosures
The securities referenced in the offering are registered with the U.S. Securities and Exchange Commission (SEC) under a Form S-1 registration statement, which was declared effective on June 5, 2025. As required by federal securities law, the offering is being made exclusively through a prospectus. Interested parties can access these materials for free by visiting the EDGAR database on the SEC’s website at www.sec.gov.
For those seeking physical or electronic copies of the final prospectus, requests can be directed to:
- JP Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Email: prospectus-eq_fi@jpmchase.com or postsalemanualrequests@broadridge.com - BofA Securities
Attention: Prospectus Department
NC1-022-02-25
201 North Tryon Street
Charlotte, NC 28255-0001
Email: dg.prospectus_requests@bofa.com
The company also emphasized that this press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Such activity may not occur in any state or jurisdiction where it would be considered unlawful prior to proper registration or qualification under applicable securities laws.
Market Impact and Strategic Context
While SanDisk is not receiving proceeds from this offering, the transaction could influence the company’s trading dynamics and investor profile. With a larger free float, institutional interest in SanDisk may increase, and the stock could see higher average trading volumes. At the same time, Western Digital’s reduced ownership might signal a more definitive end to its involvement in SanDisk’s operations and governance.
This offering comes amid a broader industry backdrop of strategic realignments and capital structure optimization. For Western Digital, converting equity holdings in SanDisk into debt relief aligns with ongoing efforts to strengthen its balance sheet. Meanwhile, for SanDisk, the increased float may enhance its attractiveness as a standalone publicly traded entity and reduce perceived overhang from a major legacy shareholder.
By carefully structuring the offering through a debt-for-equity exchange followed by resale to the public markets, the involved parties aim to optimize financial outcomes with minimal disruption to the markets or current shareholders.
Assuming a smooth closing, the transaction will conclude on June 9, 2025. Investors and market participants will be watching closely to see how SanDisk stock performs following the offering, particularly if the greenshoe option is exercised and further shares are sold into the market. With its pricing locked in at $38.50 per share, this offering represents a key inflection point for both SanDisk and Western Digital’s evolving financial strategies.
About Sandisk
Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology. With a differentiated innovation engine driving advancements in storage and semiconductor technologies, its broad and ever-expanding portfolio delivers powerful flash storage solutions for everyone from students, gamers and home offices, to the largest enterprises and public clouds to capture, preserve, access and transform an ever-increasing diversity of data. The Company’s solutions include a broad range of solid state drives, embedded products, removable cards, universal serial bus drives, and wafers and components.
