[Form 4] Sandisk Corp Insider Trading Activity

Rhea-AI Filing Summary

SanDisk Corp (SNDK) insider Form 4 filing reports a routine share withholding transaction by officer Michael Pokorny, who serves as VP and Chief Accounting Officer. On 11/20/2025, 821 shares of common stock were disposed of at a price of $195.96 per share, identified with transaction code “F,” which indicates shares withheld to cover tax obligations.

After this tax-related withholding, Pokorny beneficially owned 26,250 shares of SanDisk common stock in direct ownership. The filing notes that the transaction represents payment of tax obligations by withholding securities upon the vesting of equity awards under Rule 16b-3(e), rather than an open-market sale.

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

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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^*

Pokorny Michael

(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)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		F		821(1)	D	$195.96	26,250	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: Michael Pokorny	11/24/2025
	** 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) disclose in this Form 4 filing?

The filing shows that Michael Pokorny, VP and Chief Accounting Officer of SanDisk Corp, had 821 shares of common stock withheld on 11/20/2025 in a transaction coded “F,” related to tax withholding on vested equity.

Who is the reporting person in this SanDisk (SNDK) Form 4?

The reporting person is Michael Pokorny, who is identified as an officer of SanDisk Corp, holding the title VP, Chief Accounting Officer.

How many SanDisk (SNDK) shares were disposed of and at what price?

The Form 4 reports the disposition of 821 shares of SanDisk common stock at a price of $195.96 per share on 11/20/2025, in a transaction classified under code “F.”

How many SanDisk (SNDK) shares does the insider own after this transaction?

Following the reported transaction, Michael Pokorny beneficially owned 26,250 shares of SanDisk common stock, held in direct ownership.

What does transaction code “F” mean in this SanDisk Form 4?

Code “F” indicates that the 821 shares were withheld to satisfy a tax obligation tied to the vesting of securities, as described under Rule 16b-3(e), rather than a voluntary open-market sale.

Is the SanDisk (SNDK) Form 4 transaction related to a 10b5-1 trading plan?

The form includes a checkbox option for indicating a Rule 10b5-1(c) trading plan, but the provided content does not show that this box was checked for the reported transaction.