Western Digital Completes Planned Separation of Flash Business

Western Digital Corporation announced on February 24, 2025, that it has successfully completed its planned separation of its flash business via a spin‐off transaction. The spin‐off, detailed in the company’s recent SEC Form 8-K filing, involved a pro rata distribution to Western Digital stockholders of one‐third of a share of Sandisk common stock for every share of Western Digital common stock held as of the record date.

Under the definitive agreements executed on February 21, 2025, the separation encompasses a series of coordinated arrangements between Western Digital and Sandisk. These arrangements include the Separation and Distribution Agreement, which outlines the terms for asset allocation, employee matters, tax liabilities, intellectual property cross-licenses, trademark transitions, and stockholder as well as registration rights. In addition, a Transition Services Agreement was agreed upon to provide mutual support in areas such as quality assurance, procurement, information technology, and several other operational domains during an 18-month transitional period. An amendment to the company’s Amended and Restated Loan Agreement was also finalized that facilitated the spin-off, released collateral guarantees and liens related to Sandisk entities, and adjusted the aggregate commitments under the revolving credit facility.

As a consequence of the transaction, Sandisk, previously a wholly owned subsidiary of Western Digital, now operates as an independent public company. Trading of Sandisk’s common stock commenced on the Nasdaq Stock Market under the symbol “SNDK” on February 24, 2025, while Western Digital continues trading under its symbol “WDC.” Following the spin-off, Western Digital retains a 19.9% beneficial interest in Sandisk’s shares and will no longer consolidate Sandisk’s financial results.

The transaction also included a dividend payment of approximately $1.5 billion from Sandisk to Western Digital prior to the spin-off’s consummation. Additionally, Western Digital released a press announcement outlining the company’s updated leadership structure and board composition post-separation. The press release mentioned the appointment of a new board chair along with details of the executive leadership team’s composition, reflecting the firm’s continued commitment to operational excellence and strategic vision in the data storage market.

The set of definitive agreements and related amendments are part of Western Digital’s broader strategic initiative to separate its flash business from its remaining hard disk drive operations, a move that comes on the heels of the company’s earlier announcement during its recent Investor Day event. The initiatives are expected to enhance operational focus and unlock new value for shareholders as the two companies pursue independent paths in the data storage industry.

Further details on the agreements and post-separation governance were outlined in the company’s filings with the Securities and Exchange Commission and its accompanying press release.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Western Digital’s 8K filing here.

About Western Digital

Western Digital Corporation develops, manufactures, and sells data storage devices and solutions in the United States, China, Hong Kong, Europe, the Middle East, Africa, rest of Asia, and internationally. It offers client devices, including hard disk drives (HDDs) and solid state drives (SSDs) for desktop and notebook personal computers (PCs), gaming consoles, and set top boxes; and flash-based embedded storage products for mobile phones, tablets, notebook PCs, and other portable and wearable devices, as well as automotive, Internet of Things, industrial, and connected home applications.