Sandisk (SNDK) urges investors to reject Tutanota LLC mini-tender offer
Rhea-AI Filing Summary
Sandisk Corporation is alerting stockholders to an unsolicited “mini-tender” offer by Tutanota LLC to purchase up to 100,000 shares of Sandisk common stock at $1,150.00 per share. These shares represent less than 0.07% of Sandisk’s common stock as of April 24, 2026.
The offer price is conditioned on Sandisk’s closing share price exceeding $1,150.00 on the last trading day before expiration, which Sandisk explains would result in a below-market price unless the condition is waived. Sandisk does not endorse the offer, is not affiliated with Tutanota, and recommends that stockholders do not tender their shares.
Stockholders who have already tendered may withdraw their shares any time before the offer’s scheduled expiration at 5:00 p.m. Eastern Time on May 20, 2026, as described in Tutanota’s documents. Sandisk’s press release also points to SEC and industry guidance warning investors about risks associated with mini-tender offers.
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8-K Event Classification
Key Figures
Key Terms
mini-tender offer financial
below-market price financial
disclosure and procedural requirements regulatory
Securities and Exchange Commission regulatory
broker-dealer mini-tender offer dissemination regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
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| Item 8.01 | Other Events. |
Sandisk Corporation (the “Company”) recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC (“Tutanota”) to purchase up to 100,000 shares of the Company’s common stock at an offer price of $1,150.00 per share. The shares subject to Tutanota’s offer represent less than 0.07% of the Company’s common stock as of April 24, 2026.
On May 14, 2026, the Company issued the press release attached to this current report on Form 8-K as Exhibit 99.1 informing its stockholders that the Company does not endorse Tutanota’s unsolicited mini-tender offer and recommending that stockholders do not tender their shares to Tutanota. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer in accordance with Tutanota’s offering documents. The offer is currently scheduled to expire at 5:00 p.m. Eastern Time, on Wednesday, May 20, 2026, unless the offer is otherwise extended by Tutanota in its discretion or terminated earlier.
The Company is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation. Additional information concerning mini-tenders is included in the attached press release.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release issued by Sandisk Corporation on May 14, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sandisk Corporation | ||
| (Registrant) | ||
| By: | /s/ Bernard Shek | |
| Bernard Shek | ||
| Chief Legal Officer and Secretary | ||
Date: May 14, 2026
Exhibit 99.1
Sandisk Recommends Stockholders Reject “Mini-Tender” Offer by Tutanota LLC
MILPITAS, Calif. - May 14, 2026 - Sandisk Corporation (Nasdaq: SNDK) (“Sandisk”) today announced that it recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC (“Tutanota”) to purchase up to 100,000 shares of Sandisk’s common stock at an offer price of $1,150.00 per share. The shares subject to Tutanota’s offer represent less than 0.07% of Sandisk’s common stock as of April 24, 2026.
The offer price of $1,150.00 per share is conditioned upon, among other things, the closing price per share of Sandisk’s common stock exceeding $1,150.00 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Sandisk stockholders who tender their shares in the offer will receive a below-market price. Tutanota can extend the offer for successive periods of 45 to 180 days, in which case payment would be delayed beyond the scheduled expiration. Stockholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the Tutanota offering documents prior to the expiration of the offer, which is currently scheduled for 5:00 p.m., Eastern Time, on Wednesday, May 20, 2026, unless extended. Sandisk recommends that stockholders who have not responded to Tutanota’s offer take no action.
Sandisk does not endorse Tutanota’s unsolicited mini-tender offer and is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation.
Tutanota has made similar unsolicited mini-tender offers for stock of other public companies. As Tutanota’s mini-tender offer is for less than five (5) percent of Sandisk’s outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (“SEC”) rules that are designed to protect investors. The SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s guidance to investors on mini-tenders is available at https://www.sec.gov/investor/pubs/minitend.htm.
Sandisk encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota’s mini-tender offer.
Sandisk requests that a copy of this news release be included with all distributions of materials relating to Tutanota’s mini-tender offer related to Sandisk’s common stock.
About Sandisk
Sandisk (Nasdaq: SNDK) delivers innovative Flash solutions and advanced memory technologies that meet people and businesses at the intersection of their aspirations and the moment, enabling them to keep moving and pushing possibility forward. Follow Sandisk on Instagram, Facebook, X, LinkedIn, and YouTube. Join TeamSandisk on Instagram.
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