Sandisk (SNDK) CEO logs 49K-share tax withholding on vesting awards

Rhea-AI Filing Summary

Sandisk Corp (SNDK) reported that Chairman and CEO David Goeckeler had 49,782 shares of common stock withheld on 2026-08-25 to pay a tax obligation related to vesting equity awards. The transaction used a price of $1,480.77 per share and was reported as a tax-withholding disposition under Rule 16b-3(e). Following this withholding, Goeckeler directly held 457,788 shares of Sandisk common stock.

Insider Trade Summary

Net Seller: 49,782 shares

Net Sell 1 txn

Insider Goeckeler David

Role Chairman and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	49,782	$1,480.77	$73.72M

Holdings After Transaction: Common Stock — 457,788 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).

Key Figures

Shares withheld for tax obligation: 49,782 shares of Common Stock Transaction price per share: $1,480.77 per share Shares owned following transaction: 457,788 shares of Common Stock

3 metrics

Shares withheld for tax obligation 49,782 shares of Common Stock Withheld on 2026-08-25 to pay tax obligation incident to vesting

Transaction price per share $1,480.77 per share Price used for the 49,782-share tax-withholding disposition

Shares owned following transaction 457,788 shares of Common Stock Direct holdings of David Goeckeler after the 2026-08-25 transaction

Key Terms

Rule 16b-3(e), withholding securities, tax obligation, tax-withholding disposition

4 terms

Rule 16b-3(e) regulatory

"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"

tax obligation financial

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

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

What did SNDK Chairman and CEO David Goeckeler report on this Form 4?

He reported a withholding of 49,782 shares of Sandisk common stock on 2026-08-25 to satisfy a tax obligation arising from vesting equity awards, treated as a tax-withholding disposition under Rule 16b-3(e).

Was the SNDK Form 4 transaction an open-market sale of shares?

No. The filing states the transaction was a payment of tax obligation by withholding securities incident to vesting, under Rule 16b-3(e), rather than an open-market purchase or sale.

How many SNDK shares were involved in David Goeckeler’s tax-withholding transaction?

The transaction involved 49,782 shares of Sandisk common stock, which were withheld to cover a tax obligation associated with vesting securities.

What price per share was used for the SNDK tax-withholding entry?

The Form 4 reports a transaction price of $1,480.77 per share for the 49,782 shares withheld to satisfy the tax obligation related to vesting securities.

How many SNDK shares does David Goeckeler hold after this Form 4 transaction?

After the tax-withholding disposition, David Goeckeler directly held 457,788 shares of Sandisk common stock, as reported in the Form 4.

Does this SNDK Form 4 indicate any derivative or option exercises?

No. The filing shows no derivative transactions; it reports only a non-derivative common stock entry related to tax withholding on vesting equity awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/27/2026 - 06:05 PM Accepted by SEC EDGAR 08/27/2026 - 06:04 PM Learn about SEC filing dates

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2026		F		49,782(1)	D	$1,480.77	457,788	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/ Van Huynh Attorney-in-Fact For: David Goeckeler	08/27/2026
	** 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)