Does David Goeckeler still hold a significant Sandisk share position after these transactions?

Yes. After the reported tax-withholding dispositions, David Goeckeler directly holds 511,472 Sandisk Common Stock shares. This indicates the 2,331 shares withheld for taxes represent a relatively small portion of his overall reported direct holdings.

Were David Goeckeler’s Sandisk share transactions open-market sales?

No. The Form 4 identifies the code F, meaning shares were withheld to pay tax obligations on vesting equity, under Rule 16b-3(e). These are tax-withholding dispositions, not discretionary open-market purchases or sales of Sandisk stock.

Sandisk (SNDK) CEO Goeckeler covers tax bill with 2,331 shares

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Sandisk Corp Chairman and CEO David Goeckeler reported routine tax-withholding share dispositions tied to equity vesting. On May 21, he had 1,032 Common Stock shares withheld at $1,542.24 per share to cover tax obligations. On May 20, an additional 1,299 shares were withheld at $1,392.56 per share for the same purpose, under Rule 16b-3(e). After these transactions, he directly holds 511,472 Common Stock shares, indicating these are minor, non‑market dispositions rather than open‑market sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Goeckeler David

Role Chairman and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,032	$1,542.24	$1.59M
Tax Withholding	Common Stock	1,299	$1,392.56	$1.81M

Holdings After Transaction: Common Stock — 511,472 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withheld shares May 21: 1,032 shares Tax-withheld shares May 20: 1,299 shares Total tax-withheld shares: 2,331 shares +3 more

6 metrics

Tax-withheld shares May 21 1,032 shares Common Stock withheld for tax at $1,542.24 per share

Tax-withheld shares May 20 1,299 shares Common Stock withheld for tax at $1,392.56 per share

Total tax-withheld shares 2,331 shares Sum of F-code tax-withholding dispositions

Post-transaction holdings 511,472 shares Common Stock directly held after May 21 transaction

Withholding price May 21 $1,542.24/share Value used for 1,032 withheld shares

Withholding price May 20 $1,392.56/share Value used for 1,299 withheld shares

Key Terms

tax-withholding disposition, Rule 16b-3(e), Common Stock

3 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for both Common Stock entries"

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.

Rule 16b-3(e) regulatory

"Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)."

Common Stock financial

"security_title: "Common Stock" for each reported transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 06:47 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^*

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)
05/20/2026

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	05/20/2026		F		1,299⁽¹⁾	D	$1,392.56	512,504	D
Common Stock	05/21/2026		F		1,032⁽¹⁾	D	$1,542.24	511,472	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)

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	05/22/2026
	** 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

FAQ

What insider transactions did Sandisk (SNDK) report for David Goeckeler?

Sandisk reported that Chairman and CEO David Goeckeler had 2,331 Common Stock shares withheld to pay tax obligations on vesting equity. These tax-withholding dispositions occurred on May 20 and May 21 and are not open-market stock sales.

How many Sandisk shares were withheld for David Goeckeler’s taxes?

A total of 2,331 Sandisk Common Stock shares were withheld for David Goeckeler’s tax obligations. This consists of 1,299 shares on May 20 and 1,032 shares on May 21, all in connection with vesting equity awards.

At what prices were Sandisk (SNDK) shares withheld for David Goeckeler’s taxes?

Shares were withheld at two different prices to cover David Goeckeler’s tax obligations. On May 20, 1,299 shares were valued at $1,392.56 each, and on May 21, 1,032 shares were valued at $1,542.24 each, according to the Form 4.