Sandisk (SNDK) CTO converts performance shares, pays taxes in stock

Q: What did Sandisk Corp (SNDK) executive Ilkbahar Alper report in this Form 4?

Ilkbahar Alper reported the conversion of 276 Performance Shares into Common Stock and the withholding of 759 Common Stock shares to pay FICA and related tax obligations connected with retirement eligibility, with the withholding transactions treated as exempt under Rule 16b-3(e).

Q: How many Sandisk (SNDK) Performance Shares did Ilkbahar Alper convert?

Alper converted 276 Performance Shares into 276 shares of Sandisk Common Stock. The filing explains that the conversion occurred solely to satisfy FICA tax withholding obligations triggered by the reporting person’s retirement eligibility.

Q: How many Sandisk (SNDK) Common Stock shares were withheld for taxes in this filing?

A total of 759 Common Stock shares were withheld and forfeited to satisfy FICA and related tax liabilities: 276 shares and 163 shares on August 20, 2026, and 320 shares on August 21, 2026, all described as tax-withholding dispositions.

Q: Were Ilkbahar Alper’s Sandisk (SNDK) tax-withholding transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not checked (aff_10b5_one is false), and the footnotes describe the transactions as tax-withholding events related to vesting and FICA obligations, exempt under Rule 16b-3(e), without stating they were under a 10b5-1 plan.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Sandisk Corp (SNDK) executive Ilkbahar Alper, EVP and Chief Technology Officer, reported a sequence of equity compensation-related transactions. On August 20, 2026, 276 Performance Shares converted into an equal number of Common Stock shares in connection with retirement-eligibility FICA tax obligations, leaving 148,770 Performance Shares reported as remaining. To cover FICA and related tax liabilities, a total of 759 Common Stock shares were withheld and forfeited on August 20 and 21, 2026, at prices around $1,600 per share, with all such tax-withholding dispositions described as exempt under Rule 16b-3(e).

Insider Trade Summary

Net Seller: 483 shares

Net Sell 5 txns

Insider Ilkbahar Alper

Role EVP, Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock ^F3	320	$1,596.08	$511K
Exercise	Performance Shares ^F1	276	$0.00	$0.00
Exercise	Common Stock ^F1	276	$0.00	$0.00
Tax Withholding	Common Stock ^F2	276	$1,600.62	$442K
Tax Withholding	Common Stock ^F3	163	$1,600.62	$261K

Holdings After Transaction: Performance Shares — 148,770 shares (Direct); Common Stock — 49,500 shares (Direct)

Footnotes (3)

F1. The reported transaction reflects the conversion of performance stock units to shares solely for the purpose of satisfying FICA tax withholding obligations as a result of the Reporting Person's retirement eligibility. The number of shares represents what was necessary to satisfy the FICA tax liability and related taxes attributable to the conversion itself, of which the shares were simultaneously forfeited to pay for the taxes.
F2. Represents shares withheld to satisfy the reporting person's tax withholding obligation in connection with the transaction described in Footnote (1) and is exempt pursuant to Rule 16b-3(e).
F3. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Key Figures

Performance Shares converted: 276 shares Common Stock withheld for taxes: 759 shares Tax-withholding price August 20, 2026: $1,600.62 per share +4 more

7 metrics

Performance Shares converted 276 shares Performance Shares converted into Common Stock on August 20, 2026

Common Stock withheld for taxes 759 shares Total Common Stock shares withheld and forfeited for FICA and tax obligations

Tax-withholding price August 20, 2026 $1,600.62 per share Per-share value for 276- and 163-share tax-withholding dispositions

Tax-withholding price August 21, 2026 $1,596.08 per share Per-share value for 320-share tax-withholding disposition

Performance Shares remaining after transaction 148,770 shares Performance Shares beneficially owned following the August 20, 2026 derivative transaction

Exercise or conversion transactions 1 transaction; 276 shares Derivative exercise/conversion count and shares in transactionSummary

Exercise price or tax-liability dispositions 3 transactions; 759 shares Code F transactions used to satisfy tax obligations via share withholding

Key Terms

Performance Shares, FICA tax withholding, retirement eligibility, Rule 16b-3(e), +1 more

5 terms

Performance Shares financial

"The reported transaction reflects the conversion of performance stock units to shares"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

FICA tax withholding financial

"solely for the purpose of satisfying FICA tax withholding obligations"

retirement eligibility financial

"as a result of the Reporting Person's retirement eligibility"

Rule 16b-3(e) regulatory

"is exempt pursuant to Rule 16b-3(e)"

Payment of tax obligation by withholding securities financial

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

FAQ

What did Sandisk Corp (SNDK) executive Ilkbahar Alper report in this Form 4?

Ilkbahar Alper reported the conversion of 276 Performance Shares into Common Stock and the withholding of 759 Common Stock shares to pay FICA and related tax obligations connected with retirement eligibility, with the withholding transactions treated as exempt under Rule 16b-3(e).

How many Sandisk (SNDK) Performance Shares did Ilkbahar Alper convert?

Alper converted 276 Performance Shares into 276 shares of Sandisk Common Stock. The filing explains that the conversion occurred solely to satisfy FICA tax withholding obligations triggered by the reporting person’s retirement eligibility.

How many Sandisk (SNDK) Common Stock shares were withheld for taxes in this filing?

A total of 759 Common Stock shares were withheld and forfeited to satisfy FICA and related tax liabilities: 276 shares and 163 shares on August 20, 2026, and 320 shares on August 21, 2026, all described as tax-withholding dispositions.

At what prices were Sandisk (SNDK) shares withheld for Alper’s tax obligations?

The Common Stock shares withheld for tax obligations were valued at per-share prices of approximately $1,600.62 on August 20, 2026, and $1,596.08 on August 21, 2026, according to the reported transaction prices in the Form 4.

How many Sandisk (SNDK) Performance Shares does Ilkbahar Alper report holding after these transactions?

Following the August 20, 2026 conversion, Alper reports holding 148,770 Performance Shares. This figure is given as the total Performance Shares beneficially owned after the derivative transaction reported in the Form 4.

Were Ilkbahar Alper’s Sandisk (SNDK) tax-withholding transactions under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not checked (aff_10b5_one is false), and the footnotes describe the transactions as tax-withholding events related to vesting and FICA obligations, exempt under Rule 16b-3(e), without stating they were under a 10b5-1 plan.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/24/2026 - 05:51 PM Accepted by SEC EDGAR 08/24/2026 - 05:50 PM

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^*

Ilkbahar Alper

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/20/2026		M		276⁽¹⁾	A	$0.0	50,259	D
Common Stock	08/20/2026		F		276⁽²⁾	D	$1,600.62	49,983	D
Common Stock	08/20/2026		F		163⁽³⁾	D	$1,600.62	49,820	D
Common Stock	08/21/2026		F		320⁽³⁾	D	$1,596.08	49,500	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	⁽¹⁾	08/20/2026		M			276	⁽¹⁾	⁽¹⁾	Common Stock	276	$0.0	148,770	D

Explanation of Responses:

1. The reported transaction reflects the conversion of performance stock units to shares solely for the purpose of satisfying FICA tax withholding obligations as a result of the Reporting Person's retirement eligibility. The number of shares represents what was necessary to satisfy the FICA tax liability and related taxes attributable to the conversion itself, of which the shares were simultaneously forfeited to pay for the taxes.

2. Represents shares withheld to satisfy the reporting person's tax withholding obligation in connection with the transaction described in Footnote (1) and is exempt pursuant to Rule 16b-3(e).

3. 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: Alper Ilkbahar	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR