Sandisk (SNDK) CEO withholds 1,569 shares to cover vesting tax bill

Rhea-AI Filing Summary

Sandisk Corp director and Chairman & CEO David Goeckeler reported a tax-related share disposition. On February 25, 2026, 1,569 shares of common stock were withheld at $632.38 per share to satisfy tax obligations tied to vesting, described as a Rule 16b-3(e) tax-withholding transaction.

This was a tax-withholding disposition, not an open-market sale or discretionary trade. After this withholding, Goeckeler directly owned 513,803 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^*

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)
02/25/2026

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		1,569(1)	D	$632.38	513,803	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	02/27/2026
	** 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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FAQ

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

Sandisk reported that Chairman & CEO David Goeckeler had 1,569 common shares withheld to cover tax obligations tied to vesting. The transaction was coded as a tax-withholding disposition under Rule 16b-3(e), rather than a voluntary open-market share sale.

Was the Sandisk (SNDK) CEO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld to pay taxes due upon vesting of equity awards, consistent with Rule 16b-3(e), rather than sold at the CEO’s discretion on the open market.

How many Sandisk (SNDK) shares were withheld for the CEO’s tax obligation?

The filing reports that 1,569 shares of Sandisk common stock were withheld at a reference price of $632.38 per share. These shares were used to satisfy the associated tax obligation when previously granted securities vested for the Chairman and CEO.

How many Sandisk (SNDK) shares does David Goeckeler hold after this Form 4?

After the tax-withholding transaction, David Goeckeler directly owned 513,803 shares of Sandisk common stock. This post-transaction balance reflects his remaining direct holdings following the withholding of 1,569 shares to cover the vesting-related tax obligation.

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

Transaction code F on the Form 4 indicates shares used for tax withholding or payment of an exercise price. Here, it reflects shares withheld to satisfy tax liability upon vesting, described as a payment of tax obligation consistent with Rule 16b-3(e).

Is the Sandisk (SNDK) CEO’s tax-withholding disposition a routine event?

Tax-withholding dispositions like this are typically routine when equity awards vest and generate taxable income. The filing states the shares were withheld to pay a tax obligation upon vesting in accordance with Rule 16b-3(e), rather than representing a discretionary stock sale.