Sandisk (SNDK) CEO reports 2,332-share tax-withholding dispositions

Rhea-AI Filing Summary

Sandisk Corp Chairman & CEO David Goeckeler reported two tax-related share dispositions under Rule 16b-3(e). A total of 2,332 shares of common stock were withheld at $649.97 per share to cover tax obligations upon vesting. He continues to hold 515,372 shares directly.

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^*

Goeckeler David

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		1,300(1)	D	$649.97	516,404	D
Common Stock	02/21/2026		F		1,032(1)	D	$649.97	515,372	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/ Sharon Spehar Attorney-in-Fact For: David Goeckeler	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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) CEO David Goeckeler report in this Form 4?

David Goeckeler reported tax-related dispositions of Sandisk common stock. A total of 2,332 shares were withheld to satisfy tax obligations tied to vesting, rather than being sold in open-market transactions.

How many Sandisk (SNDK) shares were disposed of for taxes and at what price?

A total of 2,332 Sandisk common shares were disposed of to cover taxes. The shares were valued at a transaction price of $649.97 per share in these tax-withholding events.

Were David Goeckeler’s Sandisk (SNDK) transactions open-market sales?

No, the transactions were not open-market sales. They were coded “F” and described as tax-withholding dispositions, meaning shares were withheld to pay tax obligations when restricted stock vested.

How many Sandisk (SNDK) shares does David Goeckeler hold after these transactions?

After the reported tax-withholding dispositions, David Goeckeler directly holds 515,372 shares of Sandisk common stock. This figure reflects ownership following the latest reported transaction on February 21, 2026.

What does transaction code F mean in this Sandisk (SNDK) Form 4?

Transaction code F indicates payment of a tax liability or exercise price by delivering securities. In this case, Sandisk shares were withheld to satisfy tax obligations when previously granted equity awards vested.

On which dates did the Sandisk (SNDK) tax-withholding transactions occur?

The tax-withholding dispositions occurred on two dates. One transaction was reported on February 20, 2026 for 1,300 shares, and another on February 21, 2026 for 1,032 shares of common stock.