SanDisk went public twice, thirty years apart. The flash memory company first listed in 1995, then sold itself to Western Digital in 2016. In February 2025 Western Digital spun it back out as its own company. This filing is the next step. Western Digital handed some of its remaining SanDisk shares to its lenders to pay down debt, and they sold them to the public in June 2025, as demand for memory in AI data centers climbed.

From Camera Cards to Data Centers

Eli Harari, Sanjay Mehrotra and Jack Yuan founded the company in 1988 to build storage from flash memory chips. Flash had no moving parts and kept data without power. SanDisk's cards went into early digital cameras, then phones, and its patents earned royalties from rivals. Western Digital bought SanDisk in 2016, betting that flash would replace spinning hard drives. Nine years later it split the businesses again, giving its shareholders 80.1 percent of the new SanDisk.

A Sale, Not a Debut

SanDisk began trading on Nasdaq as SNDK in February 2025. This prospectus covers a secondary offering. Western Digital exchanged 18.5 million SanDisk shares for debt held by affiliates of J.P. Morgan and BofA, and those lenders sold the shares at $38.50 each on June 5, 2025. SanDisk raised no money from the sale. The company stays based in Milpitas, California, and still trades on Nasdaq.

Cover: Sand Dunes, B. Gay Wilkinson. Art Institute of Chicago, public domain. Chosen for sand dunes (SanDisk).