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Form 8-K · Current Report · Filed 2025-02-24

Western Digital Completes Spin-Off of Flash Business into Independent Company

On February 21, 2025, Western Digital Corporation completed the spin-off of its flash business into an independent company named Sandisk Corporation.

Filer
Western Digital Corporation WDC · NASDAQ
Filed
Accession
0001193125-25-033383
CIK
0000106040
Signal
High impactTechnology

Details

The spin-off was executed through a pro rata distribution of Sandisk shares to Western Digital's shareholders. A series of agreements were established to govern the post-spin-off relationship between the two companies, including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross-License Agreement, Transitional Trademark License Agreement, and Stockholder and Registration Rights Agreement. Additionally, Western Digital amended its Loan Agreement to facilitate the spin-off and released certain guarantees and liens from the Sandisk entities.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

New Major Contract M&A Agreement Strategic Partnership
Item 2.01

Completion of Acquisition or Disposition of Assets

Spin-Off
Item 2.03

Creation of a Direct Financial Obligation

Credit Facility Entered
Item 8.01

Other Events

Regulatory Approval Share Repurchase Program Announced Corporate Update
Item 9.01

Financial Statements and Exhibits

No viable tag

Market reaction

Close before filing

$51.94

Next session

-5.5%

Since filing

+949.1%

Latest close

$544.84

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from WDC reporting the same item, with the next session's move:

Exhibits (9)

About Western Digital Corporation

Western Digital Corporation is a global leader in data storage solutions, specializing in designing, manufacturing, and marketing high-performance hard drives and solid-state drives for a variety of applications. As one of the key players in the data storage industry, Western Digital's primary function is to provide reliable and innovative storage products that serve consumer, business, and enterprise needs. Its product portfolio encompasses solutions for desktop and notebook computers, data centers, and the embedded and removable storage market through brands like WD and SanDisk. Western Digital plays a crucial role in sectors such as cloud computing, data infrastructure, and mobile device manufacturing, catering to the ever-growing demand for efficient data storage and management technologies. The company's commitment to research and development has positioned it at the forefront of technological advancements, helping to drive the innovations required to manage the digital information explosion effectively. Founded in 1970 and headquartered in San Jose, California, Western Digital continues to influence industry standards, making significant contributions to the infrastructure that powers today's digital world.

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