Sandisk (SNDK) director Caulfield gifts 29,000 shares for estate planning

Rhea-AI Filing Summary

Sandisk Corp director Thomas Caulfield reported gifting shares of company stock for estate planning purposes. On the reported date, he made two bona fide gift transfers of Common Stock totaling 29,000 shares: 14,500 shares from his direct holdings and 14,500 shares held indirectly through a spouse's trust, both at a price of $0.00 per share. Following these transfers, he directly held 2,312 shares and 14,500 shares continued to be held indirectly in the spouse's trust. The transferred shares remain subject to transfer restrictions under a lock-up agreement that expires on March 19, 2026.

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^*

Caulfield Thomas

(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)
03/03/2026

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	03/03/2026		G(1)		14,500	D	$0.0	2,312	D
Common Stock	03/03/2026		G		14,500	A	$0.0	14,500	I	Spouse's Trust

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. This transfer was for bona fide estate planning purposes. The transferred shares remain subject to certain restrictions on transfer pursuant to a lock-up agreement, expiring March 19, 2026.

	By: /s/ Van Huynh Attorney-in-Fact For: Thomas Caulfied	03/05/2026
	** 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 did Sandisk (SNDK) director Thomas Caulfield report in this Form 4?

Thomas Caulfield reported two bona fide gift transfers of Sandisk Common Stock totaling 29,000 shares. He gifted 14,500 shares from his direct holdings and 14,500 shares held indirectly through a spouse's trust at $0.00 per share.

How many Sandisk (SNDK) shares does Thomas Caulfield hold after the reported gifts?

After the reported gifts, Thomas Caulfield directly holds 2,312 Common Stock shares. He also has 14,500 shares held indirectly through a spouse's trust, reflecting updated ownership following the estate planning transfers.

Was the Sandisk (SNDK) Form 4 transaction a sale or a gift?

The Form 4 reports bona fide gifts, not sales. Both transactions are coded “G” and described as gift transfers at a price of $0.00 per share, indicating disposals for estate planning rather than market sales.

Why were Sandisk (SNDK) shares transferred by Thomas Caulfield?

The filing states the transfers were for bona fide estate planning purposes. This means the 29,000 gifted shares were moved as part of personal wealth and estate organization, rather than as open-market sales or compensation-related transactions.

Are the gifted Sandisk (SNDK) shares still subject to any restrictions?

Yes. The filing notes the transferred shares remain subject to transfer restrictions under a lock-up agreement. These restrictions are scheduled to expire on March 19, 2026, limiting further transfers until that date.

How are indirect Sandisk (SNDK) holdings reported for Thomas Caulfield?

Indirect holdings are reported under ownership type indirect with the nature of ownership noted as "Spouse's Trust". One gift transfer involved 14,500 shares held in this spouse’s trust, reflecting estate-related structuring of ownership.