Director at Sandisk (SNDK) sells 3,500 shares to cover taxes

Rhea-AI Filing Summary

Sandisk Corp director Suzuki Miyuki sold 3,500 shares of common stock in an open-market transaction. The shares were sold at a weighted average price of $627.5313 per share, in multiple trades between $627.39 and $627.5351. The sale was made to satisfy tax obligations arising from the vesting of equity awards for the tax year ended December 31, 2025 and related capital gains for the tax year ending December 31, 2026. After this transaction, Miyuki held 9,907 Sandisk shares directly. The director is subject to a lock-up agreement expiring on March 19, 2026, and these sales are specifically permitted as an exception under that lock-up.

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^*

Suzuki Miyuki

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		S(1)		3,500	D	$627.5313(2)	9,907	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. Represents shares of common stock sold to satisfy tax obligations resulting from the vesting of equity awards in the tax year ended December 31, 2025 and capital gains incurred with respect to such sales in the tax year ending December 31, 2026. The Reporting Person is subject to a lock-up agreement, expiring March 19, 2026, which prohibits transfers, sales or other dispositions of shares of common stock during the applicable restricted period, subject to certain exceptions, including an exception for the sales reported on this Form 4.

2. Represents the weighted average sale price per share. The shares were sold in multiple transactions at prices ranging from $627.39 to $627.5351. The Reporting Person undertakes to provide the Issuer, any security holder, or the SEC staff, upon request, full information regarding the number of shares sold at each individual price.

	By: /s/ Sharon Spehar Attorney-in-Fact For: Miyuki Suzuki	02/26/2026
	** 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).
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FAQ

What did Sandisk (SNDK) director Suzuki Miyuki do in this Form 4 filing?

Sandisk director Suzuki Miyuki reported selling 3,500 shares of common stock in an open-market transaction. The sale was linked to tax obligations from vested equity awards and related capital gains, and was allowed under an existing lock-up agreement.

How many Sandisk (SNDK) shares did Suzuki Miyuki sell and at what price?

Suzuki Miyuki sold 3,500 Sandisk common shares at a weighted average price of $627.5313 per share. The trades occurred in a price range from $627.39 to $627.5351, as disclosed in the Form 4 footnotes.

Why did Sandisk (SNDK) director Suzuki Miyuki sell 3,500 shares?

The 3,500 shares were sold to satisfy tax obligations from the vesting of equity awards for the 2025 tax year and capital gains taxes for the 2026 tax year. This makes the sale primarily a tax-related transaction rather than a discretionary share disposal.

How many Sandisk (SNDK) shares does Suzuki Miyuki own after this sale?

After the reported sale, Suzuki Miyuki directly owns 9,907 shares of Sandisk common stock. This post-transaction holding reflects the remaining position following the 3,500-share open-market sale disclosed in the Form 4 filing.

What does the lock-up agreement mean for Sandisk (SNDK) director Suzuki Miyuki?

Suzuki Miyuki is subject to a lock-up agreement that expires on March 19, 2026, limiting transfers or sales of Sandisk shares. The agreement includes specific exceptions, one of which covers the tax-related sales reported in this Form 4 filing.

Were Suzuki Miyuki’s Sandisk (SNDK) share sales conducted in multiple trades?

Yes. The Form 4 notes that the 3,500 shares were sold in multiple transactions, with prices ranging from $627.39 to $627.5351. The reported $627.5313 price represents the weighted average sale price per share across those trades.