8-K
filed February 24, 2025, 6:59 PM ET
ticker SNDK
CIK 0002023554
other material
confidence high
sentiment neutral
materiality 0.90
Sandisk Corp (SNDK): M&A transaction — Sandisk completes spin-off from Western Digital; begins trading on Nasdaq
Sandisk Corp
- Spin-off completed Feb 21, 2025; distribution of 1/3 share of Sandisk common per WDC share.
- Sandisk common stock (SNDK) began regular-way trading on Nasdaq on Feb 24, 2025.
- WDC retains 19.9% ownership post-spin; Sandisk no longer consolidated in WDC's financials.
- Entered $2.0B term loan (maturing 2032) and $1.5B revolver (maturing 2030); borrowed $2.0B, paid $1.5B dividend to WDC.
- Board expanded to nine directors; David Goeckeler remains CEO and Chair.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.7
Sandisk Corp incurred credit facility.
- Instrument
- credit facility
- Event
- incurrence
Exact text from the filing
The information set forth under Item 1.01 above regarding the Loan Agreement is incorporated herein by reference.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard B. Cassidy II was elected as Director at Sandisk Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Richard B. Cassidy II Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David V. Goeckeler was appointed as Chief Executive Officer at Sandisk Corp.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
David V. Goeckeler Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ellyn J. Shook was elected as Director at Sandisk Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Ellyn J. Shook Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Necip Sayiner was elected as Director at Sandisk Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Necip Sayiner Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Devinder Kumar was elected as Director at Sandisk Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
Devinder Kumar Director
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sandisk Corp: Bylaws amended and restated effective February 12, 2025 (effective 2025-02-12).
- Change
- bylaw amendment
- Effective
- 2025-02-12
Exact text from the filing
Effective as of February 12, 2025, the bylaws of the Company were amended and restated (the “Amended and Restated Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sandisk Corp: Board adopted a Code of Business Conduct and Ethics effective upon consummation of the Spin-Off.
- Change
- code of ethics
Exact text from the filing
Effective upon the consummation of the Spin-Off, the Company Board adopted a Code of Business Conduct and Ethics.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sandisk Corp: Certificate of incorporation amended and restated effective January 28, 2025 (effective 2025-01-28).
- Change
- charter amendment
- Effective
- 2025-01-28
Exact text from the filing
Effective as of January 28, 2025, the certificate of incorporation of the Company was amended and restated (the “Amended and Restated Certificate of Incorporation”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.7
Sandisk Corp underwent a change of control involving Western Digital Corporation (closed 2025-02-21).
- Action
- change of control
- Counterparty
- Western Digital Corporation
- Closing
- 2025-02-21
Exact text from the filing
On February 21, 2025, Sandisk Corporation (the “Company”) entered into definitive agreements with Western Digital Corporation (“WDC”), the then-parent and owner of all of the Company’s issued and outstanding common stock.
View on SEC.gov
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