Spin-off - unknown
Form Type: SCHEDULE 13G
Filing Date: 2025-04-03
Corporate Action: Spin-off
Type: New
Accession Number: 000095017025050343
Filing Summary: On February 21, 2025, Western Digital Corporation separated Sandisk Corporation by distributing approximately 80.1% of Sandisk's shares to its own stockholders. As of March 31, 2025, Western Digital retained 28,827,787 shares of Sandisk, representing about 19.9% ownership of Sandisk's total outstanding shares. This was recorded based on the 144,863,251 shares outstanding as of February 27, 2025, as stated in Sandisk's Quarterly Report. In conjunction with this spin-off, a Stockholder's and Registration Rights Agreement was created allowing Western Digital to vote Sandisk's shares in proportion to other stockholder votes, thereby relinquishing direct voting power.
Additional details:
Common Stock Par Value: $0.01
Separation Date: 2025-02-21
Western Digital Ownership Percent: 19.9%
Total Outstanding Shares: 144,863,251
Agreement Date: 2025-02-21
Beneficial Shares Owned: 28,827,787
Form Type: 8-K
Filing Date: 2025-02-24
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525033433
Filing Summary: On February 21, 2025, SanDisk Corporation entered into definitive agreements with Western Digital Corporation (WDC) in connection with WDC’s plan to separate its flash business from its hard disk drive business through a spin-off transaction. This spin-off was completed effectively at 11:59 PM Pacific time on the same day, with shares distributed to WDC stockholders. For every share of WDC's common stock held as of February 12, 2025 (the Record Date), stockholders received one-third of one share of SanDisk’s common stock. Following the distribution, SanDisk began trading independently on the NASDAQ under the symbol 'SNDK.' WDC retains a 19.9% stake in SanDisk. The document outlines multiple agreements related to the spin-off, including a Separation and Distribution Agreement, a Tax Matters Agreement, and several others governing various operational aspects post-spin-off. A press release dated February 24, 2025, announced the completion of the spin-off.
Additional details:
Separation And Distribution Date: 2025-02-21
Record Date: 2025-02-12
Company Common Stock Symbol: SNDK
Wdc Stake Percentage: 19.9
Calendar Date Of Trade Start: 2025-02-24
Form Type: S-8
Filing Date: 2025-02-21
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525031971
Filing Summary: On February 21, 2025, Sandisk Corporation, previously a wholly owned subsidiary of Western Digital Corporation (WDC), officially filed for a spin-off from WDC. This separation is established through a Separation and Distribution Agreement dated the same day. The Registration Statement on Form S-8 is filed to register a total of 28,144,236 shares of Sandisk's common stock across various employee plans: 17,383,590 shares under the Sandisk Corporation 2025 Long-Term Incentive Plan (LTIP), 4,345,897 shares under the 2025 Employee Stock Purchase Plan (ESPP), and 6,415,749 shares related to converted awards from WDC common stock. The document outlines Sandisk's operational framework following the spin-off, including corporate governance and indemnification provisions for officers and directors.
Additional details:
Shares Issued Ltip: 17383590
Shares Issued Espp: 4345897
Shares Assumed Converted Awards: 6415749
Address Principal Offices: 951 Sandisk Drive, Milpitas, California 95036
Contact Agent Name: Bernard Shek
Contact Agent Phone: (408) 801-1000
Form Type: 8-K
Filing Date: 2025-02-14
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525027285
Filing Summary: On February 14, 2025, Sandisk Corporation filed a Form 8-K regarding its separation from Western Digital Corporation (WDC). This filing includes the adoption of Amended and Restated Bylaws on February 12, 2025, in connection with the spin-off. The company outlined that during the when-issued trading period from February 13 to February 21, 2025, its shares will trade under the ticker symbol 'SNDKV', transitioning to 'SNDK' for regular trading beginning February 24, 2025. Additionally, the filing references a summary of material provisions of the Bylaws, available in the Company's Information Statement dated January 31, 2025, which is incorporated by reference. The document also notes the filing of relevant exhibits, including the full text of the Amended and Restated Bylaws. The registration is situated in Delaware, and the primary executive office is located in Milpitas, California.
Additional details:
Separation Date: 2025-02-12
When Issued Trading Period: 2025-02-13 to 2025-02-21
Regular Trading Start Date: 2025-02-24
Ticker Symbol When Issued: SNDKV
Ticker Symbol Regular: SNDK
Form Type: 8-K
Filing Date: 2025-02-03
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525019298
Filing Summary: On January 31, 2025, the SEC declared effective Amendment No. 3 to the Registration Statement on Form 10 filed by Sandisk Corporation, a wholly owned subsidiary of Western Digital Corporation (WDC), regarding WDC's separation of its flash business from its hard disk drive business through a spin-off transaction. This spin-off will involve a distribution of 80.1% of Sandisk's outstanding shares owned by WDC to existing WDC stockholders on a pro rata basis. Sandisk will become an independent, publicly traded company after the distribution, which is expected to be effective at 11:59 p.m. Pacific time on February 21, 2025. Sandisk's common stock is anticipated to begin trading on a 'when-issued' basis on Nasdaq under the symbol 'SNDK' one business day following the February 12, 2025 record date for the distribution, with regular trading expected to commence on February 24, 2025. WDC will continue to trade under the symbol 'WDC.' The completion of the distribution is contingent upon certain conditions outlined in the final attached information statement and Separation and Distribution Agreement.
Additional details:
Element Name: date_of_earliest_event_reported
Element Value: 2025-01-31
Element Name: spin_off_effective_time
Element Value: 2025-02-21T23:59:00-08:00
Element Name: nasdaq_trading_symbol
Element Value: SNDK
Element Name: nasdaq_regular_trading_start_date
Element Value: 2025-02-24
Element Name: wdc_trading_symbol_after_distribution
Element Value: WDC
Form Type: 10-12B/A
Filing Date: 2025-01-27
Corporate Action: Spin-off
Type: Update
Accession Number: 000119312525013282
Filing Summary: On January 27, 2025, Sandisk Corporation filed an amendment to their general form for registration of securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. This amendment (Amendment No. 3) includes updated references to various items within the Information Statement, incorporating vital aspects of the spin-off process that Sandisk is undergoing. The document indicates that the registration includes the company's Common Stock to be registered on the Nasdaq Stock Market. Various items such as business operations, financial information, risk factors, and executive compensation are referenced and incorporated by reference from the information statement filed. The filing also includes details about the company's organization and other necessary compliance information required as part of the registration statement, alongside extensive exhibit listings related to agreements and corporate governance.
Additional details:
Item 1 Business: Information Statement Summary, Summary of the Separation and Distribution, Risk Factors, Forward-Looking Statements, The Separation and Distribution, Business, Management's Discussion and Analysis of Financial Condition and Results of Operations, Certain Relationships and Related Transactions, Where You Can Find More Information
Item 1A Risk Factors: Information Statement Summary, Risk Factors, Forward-Looking Statements
Item 2 Financial Information: Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data, Risk Factors, Capitalization, Unaudited Pro Forma Condensed Combined Financial Information, Notes to Unaudited Pro Forma Condensed Combined Financial Information, Management's Discussion and Analysis of Financial Condition and Results of Operations, Index to Combined Financial Statements
Item 6 Executive Compensation: Compensation Discussion and Analysis, Director Compensation, Executive Compensation, Management Compensation Committee Interlocks and Insider Participation
Item 7 Certain Relationships And Related Transactions: Summary of the Separation and Distribution, Risk Factors - Risks Related to the Spin-Off, Management, Certain Relationships and Related Transactions
Item 11 Description Of Registrants Securities: Summary of the Separation and Distribution, The Separation and Distribution, Dividend Policy, Description of Capital Stock
Form Type: 10-12B/A
Filing Date: 2025-01-21
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525008947
Filing Summary: On January 21, 2025, Sandisk Corporation filed an amendment to its Form 10, in which it registers its securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing reflects Sandisk's status as a non-accelerated filer and includes confirmation of its large accelerated filer status while indicating that it is also a smaller reporting company. The document incorporates by reference an information statement, which summarizes key aspects of the business, risk factors, financial conditions, properties, security ownership, and executive compensation. It also details the spin-off arrangement with Western Digital Corporation, including various agreements related to the separation of operations and distribution of stock. Notable exhibits include forms of separation and distribution agreements, transition services agreements, and employee matters agreements, specifically tailored for new grants post-spin-off.
Additional details:
Title Of Each Class: Common Stock, par value $0.01 per share
Name Of Each Exchange: The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
Large Accelerated Filer: Yes
Accelerated Filer: No
Non Accelerated Filer: Yes
Smaller Reporting Company: Yes
Emerging Growth Company: No
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