Sandisk Corp sets $1.5B revolving credit line to 2031

Sandisk Corp amended its Loan Agreement to put in place a secured $1.5 billion revolving credit facility maturing in 2031 with leverage-based pricing and covenants.

Rhea-AI Filing Summary

Sandisk Corp (SNDK) entered into Amendment No. 1 to its existing Loan Agreement, establishing a $1.5 billion revolving credit facility that refinances the prior revolving commitments. The facility allows multi-currency borrowings, is guaranteed and secured by key U.S. subsidiaries and assets, and includes leverage-based covenants.

Borrowings may bear interest at an Adjusted Term SOFR or Adjusted Daily Simple SOFR rate plus a margin, or at a base rate plus a margin, with a commitment fee on undrawn amounts. The revolving credit facility matures on September 9, 2031 with no amortization, and collateral and guarantees may be released if specified investment-grade ratings are achieved.

Filing Explained

The amendment replaces prior revolving commitments; no draw or incremental capacity is disclosed, leaving the immediate liquidity change unquantified.

As a Form 8-K, this filing reports a specified material event: on September 9, 2026, Sandisk entered into an amendment providing $1,500.0 million of revolving commitments, replacing the prior revolving commitments.

The prior commitments were refinanced in full, but their amount is not disclosed, so this filing does not establish whether Sandisk’s total revolving capacity increased.

The amended agreement also restricts specified actions, including additional indebtedness, asset transfers, dividends, distributions, investments, and certain affiliate transactions, and requires compliance with a maximum leverage ratio.

The filing reports no borrowing, draw amount, proceeds, or use of proceeds under the facility; the disclosed $1,500.0 million therefore describes available lending capacity, not a reported cash inflow or drawn balance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving Credit Facility Commitments: $1,500.0 million SOFR-based Interest Margin: 1.375% per annum Base Rate Interest Margin: 0.375% per annum +2 more

5 metrics

Revolving Credit Facility Commitments $1,500.0 million Aggregate principal amount of revolving commitments provided under the amended Loan Agreement

SOFR-based Interest Margin 1.375% per annum Margin over Adjusted Term SOFR or Adjusted Daily Simple SOFR for U.S. dollar borrowings, subject to leverage or rating-based adjustments

Base Rate Interest Margin 0.375% per annum Margin over the base rate for U.S. dollar borrowings, subject to leverage or rating-based adjustments

Commitment Fee on Undrawn Amounts 0.175% per annum Fee on undrawn revolving commitments, with step-ups and step-downs based on Net Leverage Ratio or corporate family ratings

Facility Maturity Date September 9, 2031 Date on which the revolving credit facility matures and commitments terminate

Key Terms

Revolving Credit Facility, Adjusted Term SOFR Rate, Adjusted Daily Simple SOFR, Net Leverage Ratio, +1 more

5 terms

Revolving Credit Facility financial

"Amendment No. 1 provides for a revolving credit facility (the “Revolving Credit Facility”)"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Adjusted Term SOFR Rate financial

"will bear interest, at the Company’s option, at (x) the Adjusted Term SOFR Rate"

Adjusted Daily Simple SOFR financial

"or Adjusted Daily Simple SOFR (each as defined in the Loan Agreement)"

Net Leverage Ratio financial

"subject to step-ups and step-downs based on the Company’s Net Leverage Ratio"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

investment grade financial

"upon the Company’s achievement of certain “investment grade” corporate family ratings"

A credit rating label assigned to bonds or borrowers that signals relatively low risk of default; think of it as a strong health check for a company's or government's ability to repay debt. It matters to investors because investment-grade status typically means lower interest costs for the borrower, greater eligibility for conservative funds and pension portfolios, and generally more stable returns compared with higher-risk, non-investment-grade debt.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sandisk Corp (SNDK) change in its financing on September 9, 2026?

Sandisk Corp entered into Amendment No. 1 to its Loan Agreement, creating a new $1.5 billion revolving credit facility that refinances prior revolving commitments, provides multi-currency borrowing options, and adds leverage-based covenants, guarantees, and collateral arrangements.

What is the size and maturity of Sandisk Corp’s new revolving credit facility?

The revolving credit facility has $1.5 billion in aggregate revolving commitments and matures on September 9, 2031. At maturity, the commitments terminate and the facility has no scheduled amortization before that date.

What interest rates apply to Sandisk Corp (SNDK) borrowings under the new facility?

For U.S. dollar borrowings, Sandisk Corp may pay Adjusted Term SOFR or Adjusted Daily Simple SOFR plus a 1.375% margin, or a base rate plus a 0.375% margin, with both margins subject to step-ups and step-downs based on the Company’s Net Leverage Ratio or corporate family ratings.

What fees does Sandisk Corp pay on undrawn amounts under the revolving credit facility?

Sandisk Corp will pay a 0.175% per annum commitment fee on undrawn revolving commitments, with this fee subject to step-ups and step-downs based on the Company’s Net Leverage Ratio or its corporate family ratings, as defined in the Loan Agreement.

What currencies and collateral support are involved in Sandisk Corp’s new credit facility?

The revolving credit facility permits borrowings in U.S. dollars, Euros, Yen and additional agreed currencies. Obligations are guaranteed by Sandisk Technologies, Inc. and certain future material U.S. wholly owned subsidiaries and are secured by the Company’s and SDT’s assets, subject to specified exceptions.

Under what condition can Sandisk Corp’s loan collateral and guarantees be released?

Amendment No. 1 allows, subject to certain conditions, the release of collateral and guarantees securing the Loan Agreement obligations upon the Company’s achievement of specified “investment grade” corporate family ratings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 04:15 PM Accepted by SEC EDGAR 09/11/2026 - 04:15 PM Learn about SEC filing dates

Sandisk Corp false 0002023554 0002023554 2026-09-09 2026-09-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2026

Sandisk Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-42420		99-1508671
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
951 Sandisk Drive
Milpitas
California				95035
(Address of Principal Executive Offices)				(Zip Code)

(408) 801-1000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share		SNDK		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On September 9, 2026, Sandisk Corporation (“SDC” or the “Company”) entered into Amendment No. 1 (“Amendment No. 1”) by and among the Company, Sandisk Technologies, Inc. (“SDT”), the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent, to the Company’s Loan Agreement dated as of February 21, 2025 by and among the Company, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented or otherwise modified as of the effective date of Amendment No. 1, including by Amendment No. 1, the “Loan Agreement”),.

Amendment No. 1 provides for a revolving credit facility (the “Revolving Credit Facility”) comprising an aggregate principal amount of $1,500.0 million in revolving commitments, which commitments refinanced in full the revolving commitments outstanding under the Loan Agreement prior to Amendment No. 1.

Borrowings under the Revolving Credit Facility, for U.S. dollar borrowings, will bear interest, at the Company’s option, at (x) the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR (each as defined in the Loan Agreement) (and neither of which include a credit spread adjustment), plus an interest rate margin of 1.375% per annum (subject to step-ups and step-downs based on the Company’s Net Leverage Ratio (as defined in the Loan Agreement) or the corporate family ratings of the Company), or (y) a base rate plus an interest rate margin of 0.375% per annum (subject to step-ups and step-downs based on the Company’s Net Leverage Ratio (as defined in the Loan Agreement) or the corporate family ratings of the Company). The Company will pay a commitment fee of 0.175% per annum (subject to step-ups and step-downs based on the Company’s Net Leverage Ratio (as defined in the Loan Agreement) or the corporate family ratings of the Company) in respect of undrawn revolving commitments under the Revolving Credit Facility. The Revolving Credit Facility will also provide for borrowings in Euros, Yen and additional currencies agreed to by the lenders under the Revolving Credit Facility. The Revolving Credit Facility will mature on September 9, 2031, at which time the commitments thereunder shall be terminated, and will not have any amortization.

The obligations under the Loan Agreement are guaranteed by SDT and are required to be guaranteed by any of the Company’s future material U.S. wholly owned subsidiaries, subject to certain exceptions described in the Loan Agreement. The obligations under the Loan Agreement are secured by the Company’s assets and SDT’s assets and are required to be secured by the assets of any of the Company’s future material U.S. wholly owned subsidiaries, subject, in each case to certain exceptions described in the Loan Agreement.

The Loan Agreement includes certain restrictions (subject to certain exceptions outlined in the Loan Agreement) on the ability of the Company and its subsidiaries to undertake certain activities, including to incur indebtedness and liens, merge or consolidate with other entities, dispose or transfer their assets, pay dividends or make distributions, make investments, make payments on junior or subordinated debt, enter into burdensome agreements or transact with affiliates. The Loan Agreement also includes a financial covenant that prohibits the Company from exceeding a maximum Leverage Ratio (as defined in the Loan Agreement).

Amendment No. 1 also amends the Loan Agreement to (i) subject to certain conditions, provide for the release of collateral and guarantees securing the obligations under the Loan Agreement upon the Company’s achievement of certain “investment grade” corporate family ratings and (ii) make certain other changes to the Loan Agreement.

The foregoing description of Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 dated as of September 9, 2026 by and among Sandisk Corporation, Sandisk Technologies, Inc., each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent*
104		Cover page interactive data file (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

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: September 11, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.0 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB