Sandisk (SNDK) CLO covers tax with 211-share withholding

Rhea-AI Filing Summary

Sandisk Corp Chief Legal Officer & Secretary Bernard Shek reported a tax-related share withholding on common stock. On this Form 4, 211 shares were disposed of at $632.38 per share to satisfy tax obligations tied to vesting. After this withholding, Shek directly holds 33,417 shares of Sandisk common stock.

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^*

Shek Bernard

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Secty

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		F		211(1)	D	$632.38	33,417	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: Bernard Shek	02/27/2026
	** 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).
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FAQ

What insider transaction did Sandisk (SNDK) report in this Form 4?

Sandisk reported a tax-withholding disposition by Chief Legal Officer Bernard Shek. He had 211 common shares withheld at $632.38 per share to cover taxes on vesting, leaving him with 33,417 directly held shares afterward.

How many Sandisk (SNDK) shares were disposed of for taxes in this filing?

The filing shows 211 Sandisk common shares were disposed of. These shares were withheld to pay tax obligations arising from vesting, at a reported value of $632.38 per share, rather than sold in an open-market transaction.

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

Transaction code F indicates payment of an exercise price or tax liability using securities. Here, 211 Sandisk common shares were withheld to satisfy tax obligations linked to vesting, consistent with Rule 16b-3(e) treatment of such tax-withholding events.

How many Sandisk (SNDK) shares does Bernard Shek hold after this transaction?

Following the tax-withholding disposition, Bernard Shek directly holds 33,417 Sandisk common shares. This total reflects his position after 211 shares were withheld to cover tax obligations associated with the vesting of equity awards.

Was the Sandisk (SNDK) insider transaction an open-market sale of shares?

No, the filing describes a tax-withholding disposition, not an open-market sale. 211 shares were withheld to pay tax obligations incident to vesting of securities, in accordance with Rule 16b-3(e), and not sold through public market trades.

Who is the insider involved in this Sandisk (SNDK) Form 4 filing?

The insider is Bernard Shek, Sandisk’s Chief Legal Officer & Secretary. He reported a tax-related disposition where 211 common shares were withheld to cover vesting-related tax obligations, leaving him with 33,417 directly owned Sandisk shares afterward.