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  4. [Form 4] Sandisk Corp Insider Trading Activity

Sandisk (NASDAQ: SNDK) CEO covers taxes with 2,333 shares

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sandisk Corp (SNDK) reported that Chairman and CEO David Goeckeler had two Form 4 transactions in the company’s common stock. On 2026-08-21, 1,033 shares were disposed of at a reported $1,596.08 per share, and on 2026-08-20, 1,300 shares were disposed of at a reported $1,600.62 per share. In both cases, a footnote explains that the shares were withheld to satisfy a tax obligation arising from vesting of equity awards, with the transactions effected by withholding securities in accordance with Rule 16b-3(e), rather than open‑market sales.

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Insider Goeckeler David
Role Chairman and CEO
Type Security Shares Price Value
Tax Withholding Common Stock F1 1,033 $1,596.08 $1.65M
Tax Withholding Common Stock F1 1,300 $1,600.62 $2.08M
Holdings After Transaction: Common Stock — 507,570 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).
Shares disposed for tax withholding (2026-08-21) 1,033 shares of Common Stock Code F transaction; payment of tax obligation by withholding securities
Per-share value (2026-08-21 transaction) $1,596.08 per share Applied to 1,033 shares of Common Stock withheld for taxes
Shares disposed for tax withholding (2026-08-20) 1,300 shares of Common Stock Code F transaction; payment of tax obligation by withholding securities
Per-share value (2026-08-20 transaction) $1,600.62 per share Applied to 1,300 shares of Common Stock withheld for taxes
Total shares withheld for tax obligations 2,333 shares of Common Stock Sum of two code F transactions reported in transactionSummary
Rule 16b-3(e) regulatory
"withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)"
withholding securities financial
"Payment of tax obligation by withholding securities incident to the vesting of securities"
tax obligation financial
"Payment of tax obligation by withholding securities incident to the vesting of securities"

FAQ

What insider transactions did SNDK report for David Goeckeler on this Form 4?
The Form 4 reports two disposals of Sandisk Corp common stock by David Goeckeler: 1,033 shares on 2026-08-21 and 1,300 shares on 2026-08-20, both coded as F transactions related to tax obligations on vesting equity awards.

Were the recent SNDK insider transactions open-market sales?
No. Both transactions are coded F and the footnote states they were payment of tax obligation by withholding securities incident to vesting, under Rule 16b-3(e), not discretionary open‑market sales.

How many SNDK shares were withheld for David Goeckeler’s tax obligations?
A total of 2,333 shares of Sandisk Corp common stock were withheld: 1,033 shares on 2026-08-21 and 1,300 shares on 2026-08-20, all to cover tax obligations associated with vesting securities.

What prices are reported for the SNDK Form 4 tax-withholding transactions?
The Form 4 reports per‑share prices of $1,596.08 for 1,033 shares on 2026-08-21 and $1,600.62 for 1,300 shares on 2026-08-20, with both values applying to Sandisk Corp common stock withheld for tax obligations.

Does the SNDK Form 4 indicate use of a Rule 10b5-1 trading plan?
No. The Form 4 data indicate the Rule 10b5‑1 checkbox is not affirmed (false), and the footnote only describes tax-withholding under Rule 16b-3(e), with no reference to a Rule 10b5‑1 trading plan.

What role does David Goeckeler hold at SNDK in this Form 4?
David Goeckeler is identified as both a director and an officer of Sandisk Corp, with the officer title given as Chairman and CEO in the Form 4 reporting these transactions.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026F1,300(1)D$1,600.62508,603D
Common Stock08/21/2026F1,033(1)D$1,596.08507,570D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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/ Van Huynh Attorney-in-Fact For: David Goeckeler08/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR