February 19, 2026 /SemiMedia/ — Western Digital is moving to monetize its remaining stake in SanDisk as part of a broader effort to reduce debt and sharpen its focus on the hard disk drive business.

SanDisk said on Tuesday it would launch a secondary offering worth about $3.09 billion, with the shares to be sold by Western Digital, which spun off the flash unit last year.

Before the offering closes, Western Digital plans to exchange part of its outstanding debt with affiliates of JPMorgan Chase and Bank of America for SanDisk shares. The proceeds from the sale will be used mainly to pay down debt.

Chief Financial Officer Kris Sennesael said on a recent earnings call that the company intended to sell roughly 7.5 million SanDisk shares before the first anniversary of the spin-off. Regulatory filings show the transaction must be completed by Feb. 21 to avoid tax consequences.

Analysts at Evercore ISI said the deal marks a clear step forward in Western Digital’s deleveraging plan and could help the company move toward a net cash position over time. A stronger balance sheet would give it more room to consider share buybacks, dividends or reinvestment in its core HDD operations.