Sandisk CEO withholds 10,540 shares for taxes

Sandisk’s CEO had 10,540 shares withheld for taxes upon vesting and now holds 447,248 shares directly.

Rhea-AI Filing Summary

Sandisk Corp (SNDK) reported that Chairman & CEO David Goeckeler had shares withheld on September 3, 2026 to satisfy tax obligations related to vesting equity awards. The transaction involved 10,540 shares of common stock treated as a disposition for tax withholding purposes and was carried out by the company under Rule 16b-3(e).

After this tax-withholding transaction, Goeckeler continues to hold 447,248 shares of Sandisk common stock directly. No open-market purchase or sale of shares is reported, and no Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

Tax Withholding: 10,540 shares

Tax Withholding 1 txn

Insider Goeckeler David

Role Chairman & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	10,540	$1,554.99	$16.39M

Holdings After Transaction: Common Stock — 447,248 shares (Direct)

Footnotes (1)

1. F1. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Key Figures

Shares withheld for tax: 10,540 shares Reported price per share: $1,554.99 per share Shares held after transaction: 447,248 shares +1 more

4 metrics

Shares withheld for tax 10,540 shares Shares of Sandisk common stock withheld on September 3, 2026 for tax obligation

Reported price per share $1,554.99 per share Valuation used for the 10,540 withheld shares in the tax-withholding transaction

Shares held after transaction 447,248 shares Direct holdings of Sandisk common stock by David Goeckeler following the withholding

Tax-withholding disposition shares 10,540 shares Code F transaction classified as payment of tax liability by withholding securities

Key Terms

withholding securities, Rule 16b-3(e), tax obligation, vesting of securities

4 terms

withholding securities financial

"Payment of tax obligation by withholding securities incident to the vesting"

Rule 16b-3(e) regulatory

"incident to the vesting of securities in accordance with Rule 16b-3(e)"

tax obligation financial

"Payment of tax obligation by withholding securities incident to the vesting"

vesting of securities financial

"withholding securities incident to the vesting of securities in accordance"

FAQ

What insider transaction did Sandisk Corp (SNDK) report for CEO David Goeckeler?

The filing reports that David Goeckeler had 10,540 shares of Sandisk common stock withheld on September 3, 2026 to pay a tax obligation arising from the vesting of equity awards, treated as a disposition for tax-withholding purposes, not an open-market trade.

How many Sandisk (SNDK) shares does the CEO hold after this Form 4 transaction?

Following the reported tax-withholding transaction, David Goeckeler directly holds 447,248 shares of Sandisk common stock. This figure reflects his position after the 10,540 shares were withheld to satisfy the related tax obligation.

Was the Sandisk (SNDK) CEO’s Form 4 transaction an open-market sale or purchase?

No. The reported Form 4 transaction is described as payment of tax liability by delivering or withholding securities incident to the vesting of securities. It does not represent an open-market sale or purchase of Sandisk shares.

At what price per share were Sandisk (SNDK) shares reported for the CEO’s tax withholding?

The Form 4 records a price of $1,554.99 per share for the 10,540 withheld shares of Sandisk common stock. This amount is used in the filing to value the shares withheld for payment of the tax obligation.

Was Sandisk (SNDK) CEO’s tax-withholding transaction under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked, and the footnote only states that the withholding was incident to vesting under Rule 16b-3(e). It does not indicate that the transaction was made pursuant to a Rule 10b5-1 trading plan.

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Available on EDGAR 09/08/2026 - 08:48 PM Accepted by SEC EDGAR 09/08/2026 - 08:48 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goeckeler David

(Last) (First) (Middle)

C/O SANDISK CORPORATION

951 SANDISK DRIVE

(Street)

MILPITAS CALIFORNIA 95035

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Sandisk Corp [ SNDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2026		F		10,540(1)	D	$1,554.99	447,248	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

	By: /s/ Sharon Spehar Attorney-in-Fact For: David Goeckeler	09/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)