How many Sandisk shares will WDC shareholders receive?

Each WDC shareholder of record at 1:00 p.m. Pacific on February 12, 2025 will receive one-third of one Sandisk share per WDC share held. Based on about 346 million WDC shares outstanding at September 27, 2024, roughly 115 million Sandisk shares will be distributed. Cash is paid in lieu of fractional shares.

When will Sandisk stock begin trading, and under what symbol?

Sandisk expects when-issued trading to begin one business day after the February 12, 2025 record date, with regular-way trading under the Nasdaq symbol "SNDK" expected on February 24, 2025. WDC will continue to trade under "WDC."

Is the spin-off taxable to WDC shareholders?

The distribution is intended to be tax-free to shareholders for U.S. federal income tax purposes, except for gain or loss on cash received in lieu of fractional shares. Tax-free treatment depends on a tax opinion from WDC's counsel, which WDC may waive in its sole discretion. Shareholders should consult their own tax advisers.

How financially strong is Sandisk as a standalone company?

Sandisk reported fiscal 2024 revenue of $6.66 billion with a pro forma net loss of $856 million and pro forma Adjusted EBITDA of negative $134 million. In the quarter ended September 27, 2024, it returned to profitability, with pro forma revenue of $1.88 billion, operating income of $283 million, and net income of $172 million, and pro forma cash of about $1.34 billion. Investors should weigh this against the cyclicality of the flash market and the one-time spin-off costs, estimated at about $47 million.

SNDK 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed February 3, 2025. Cited figures are marked; the original filing is the authoritative source.

Sandisk Corporation (SNDK), currently a wholly owned subsidiary of Western Digital (WDC), filed this 8-K to disclose that the SEC declared effective Amendment No. 3 to its Form 10 registration statement on January 31, 2025, and to attach the final information statement.

The filing sets the mechanics of WDC's spin-off of its flash memory business. WDC will distribute 80.1%^a of Sandisk's common stock to WDC shareholders, with one-third of a Sandisk share for each WDC share held at the February 12, 2025 record date. The distribution is expected to be effective at 11:59 p.m.

Pacific on February 21, 2025, with when-issued trading beginning one business day after the record date and regular-way trading under "SNDK" expected on February 24, 2025. WDC will retain 19.9%^b of Sandisk for up to 12 months and intends to dispose of that stake through debt exchanges or distributions to WDC shareholders. Completion remains subject to conditions, including a tax opinion and solvency opinions, and WDC may decline to proceed or waive conditions.

For investors, the key facts are the timeline, the approximately 115 million Sandisk shares expected to be distributed, and the standalone financial profile disclosed in the information statement. In the quarter ended September 27, 2024, pro forma revenue was $1.88 billion^c, pro forma operating income was $283 million, and pro forma net income was $172 million. Fiscal 2024 was weaker, with pro forma revenue of $6.66 billion, a pro forma net loss of $856 million, and pro forma Adjusted EBITDA of negative $134 million.

Historical fiscal 2024 net loss was $672 million^d. Sandisk's Adjusted EBITDA is sensitive to NAND pricing cycles, and its flash production depends heavily on the Kioxia-linked Flash Ventures joint ventures, which carry fixed-cost obligations and set expiration dates in 2029 and 2034.

The information statement also flags material risks, including dependence on Kioxia, supply-chain concentration in Asia, product-defect and warranty exposure, cyclical pricing, potential tax-free treatment failure, and WDC's residual 19.9% holding, which could create near-term selling pressure. The filing is a disclosure document, not a recommendation, and investors should review the full information statement, including the pro forma and historical financials, before making decisions.

02—Key points

Key Highlights

Form 10 Amendment No. 3 for Sandisk was declared effective by the SEC on January 31, 2025, clearing the way for the spin-off from Western Digital.
WDC will distribute 80.1% of Sandisk common stock, roughly 115 million shares, at a ratio of one-third of a Sandisk share per WDC share held at the February 12, 2025 record date.
Expected timeline: distribution effective at 11:59 p.m. Pacific on February 21, 2025; when-issued trading starts one business day after the record date; regular-way trading under "SNDK" on the Nasdaq begins February 24, 2025.
WDC will retain 19.9% of Sandisk for up to 12 months and plans to dispose of it through debt exchanges or distributions to WDC shareholders, which could create overhang risk.
Pro forma results for the quarter ended September 27, 2024: revenue of $1.88 billion, operating income of $283 million, and net income of $172 million; pro forma Adjusted EBITDA of $400 million.
Fiscal 2024 was loss-making: pro forma net loss of $856 million on revenue of $6.66 billion, and historical net loss of $672 million.
Completion is subject to conditions including a Skadden tax opinion for tax-free treatment, solvency opinions, Nasdaq listing approval, and Sandisk's debt financing, and WDC may waive conditions or abandon the spin-off.

03—Questions

Frequently Asked Questions

How many Sandisk shares will WDC shareholders receive?
Each WDC shareholder of record at 1:00 p.m. Pacific on February 12, 2025 will receive one-third of one Sandisk share per WDC share held. Based on about 346 million WDC shares outstanding at September 27, 2024, roughly 115 million Sandisk shares will be distributed. Cash is paid in lieu of fractional shares.
When will Sandisk stock begin trading, and under what symbol?
Sandisk expects when-issued trading to begin one business day after the February 12, 2025 record date, with regular-way trading under the Nasdaq symbol "SNDK" expected on February 24, 2025. WDC will continue to trade under "WDC."
Is the spin-off taxable to WDC shareholders?
The distribution is intended to be tax-free to shareholders for U.S. federal income tax purposes, except for gain or loss on cash received in lieu of fractional shares. Tax-free treatment depends on a tax opinion from WDC's counsel, which WDC may waive in its sole discretion. Shareholders should consult their own tax advisers.
What are the main risks for Sandisk investors after the spin-off?
Key risks include reliance on Kioxia and the Flash Ventures joint ventures, which carry fixed-cost obligations and expire on December 31, 2029 and 2034 absent extensions; cyclical NAND pricing and oversupply; supply-chain concentration in Asia; product-defect and warranty exposure; and possible selling pressure from WDC's retained 19.9% stake or from index-tracking shareholders. Sandisk's historical and pro forma results also may not reflect its standalone performance.
How financially strong is Sandisk as a standalone company?
Sandisk reported fiscal 2024 revenue of $6.66 billion with a pro forma net loss of $856 million and pro forma Adjusted EBITDA of negative $134 million. In the quarter ended September 27, 2024, it returned to profitability, with pro forma revenue of $1.88 billion, operating income of $283 million, and net income of $172 million, and pro forma cash of about $1.34 billion. Investors should weigh this against the cyclicality of the flash market and the one-time spin-off costs, estimated at about $47 million.

04—Continue

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