Sandisk (SNDK) CTO uses company shares to cover tax withholding

Rhea-AI Filing Summary

Sandisk Corp EVP and Chief Technology Officer Alper Ilkbahar reported tax-related share dispositions under a Form 4. On February 20 and February 21, common stock was withheld to satisfy tax obligations tied to vesting, covering 122 and 223 shares respectively at $649.97 per share.

These were coded as Form 4 transaction type F, described as payment of tax liability by delivering securities, rather than open-market sales. After these withholding transactions, Ilkbahar directly owned 58,628 shares of Sandisk common stock.

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

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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^*

Ilkbahar Alper

(Last) (First) (Middle)

C/O SANDISK CORPORATION

951 SANDISK DRIVE

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

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

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	02/20/2026		F		122(1)	D	$649.97	58,851	D
Common Stock	02/21/2026		F		223(1)	D	$649.97	58,628	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: Alper Ilkbahar	02/24/2026
	** 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.

FAQ

What insider transaction did Sandisk (SNDK) report for Alper Ilkbahar?

Sandisk reported that EVP and Chief Technology Officer Alper Ilkbahar had shares withheld to cover tax obligations. Two Form 4 transactions, both coded F, disposed of common stock as tax-withholding rather than open-market sales related to vesting equity awards.

How many Sandisk (SNDK) shares were withheld for Alper Ilkbahar’s taxes?

A total of 345 Sandisk common shares were withheld to cover tax obligations. The Form 4 lists 122 shares on February 20 and 223 shares on February 21, both reported as tax-withholding dispositions connected to the vesting of equity securities.

At what price were Sandisk (SNDK) shares valued in Ilkbahar’s Form 4 tax withholding?

Both tax-withholding transactions for Alper Ilkbahar used a share value of $649.97. This price applied to the 122-share disposition on February 20 and the 223-share disposition on February 21, as disclosed in the Form 4 non-derivative transaction details.

Does the Sandisk (SNDK) Form 4 show open-market selling by Alper Ilkbahar?

The Form 4 does not show open-market selling by Alper Ilkbahar. Both transactions are coded F as tax-withholding dispositions, meaning shares were withheld to satisfy tax obligations upon vesting, rather than voluntarily sold in the open market.

How many Sandisk (SNDK) shares does Alper Ilkbahar own after the Form 4 transactions?

After the reported tax-withholding transactions, Alper Ilkbahar directly owns 58,628 Sandisk common shares. This post-transaction ownership figure reflects the net position following the February 20 and February 21 tax-withholding dispositions shown in the Form 4 filing.

What does transaction code F mean in the Sandisk (SNDK) Form 4 for Ilkbahar?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this Sandisk Form 4, it reflects shares withheld to satisfy Alper Ilkbahar’s tax obligations related to vesting equity, rather than discretionary purchases or sales in the market.