[Form 4] Sandisk Corp Insider Trading Activity

Rhea-AI Filing Summary

Bernard Shek, Chief Legal Officer and Secretary of Sandisk Corp (SNDK), reported a change in beneficial ownership on Form 4 related to securities withheld to satisfy tax obligations. On 09/20/2025 a transaction coded F shows 117 shares of common stock were disposed of at a price of $102.21 per share as part of withholding upon vesting. After the transaction Mr. Shek beneficially owned 34,792 shares directly. The filing includes an explanatory note that the sale represents payment of a tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e). The Form 4 was signed by an attorney-in-fact on behalf of Mr. Shek on 09/22/2025.

Positive

• Compliance with disclosure rules is documented through the timely Form 4 filing
• Transaction is explained as tax withholding related to vesting, indicating standard compensation processing

Negative

• Reduction in direct holdings by 117 shares due to withholding
• Insider sold shares (even for taxes), which some investors may view as a minor negative signal

Insights

Corporate Governance Expert

TL;DR: Routine withholding sale to cover taxes on vested shares; typical for executive equity compensation.

The Form 4 discloses a non-derivative disposition coded F, which commonly denotes a sale or disposition as part of tax withholding for vested equity. The amount is modest relative to typical executive holdings, and the filer remains a significant direct holder with 34,792 shares. This disclosure is procedural, documents compliance with Rule 16b-3(e), and does not indicate a change in compensation policy or governance practices.

Securities Analyst

TL;DR: Small, one-off sale tied to tax withholding; unlikely to be market-moving or signal stress.

The reported disposal of 117 shares at $102.21 was executed to satisfy a tax obligation from vesting, per the explanatory note. Given the small size of the transaction relative to the remaining direct ownership and absence of multiple transactions or codes indicating planned sales, this is a routine post-vesting event with limited informational value for valuation or near-term trading outlook.

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
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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^*

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)
09/20/2025

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	09/20/2025		F		117(1)	D	$102.21	34,792	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: Bernard Shek	09/22/2025
	** 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 Bernard Shek report on the Form 4 for SNDK?

The filing reports a disposition of 117 common shares on 09/20/2025 at $102.21 per share, followed by 34,792 shares beneficially owned directly.

Why were the 117 shares disposed of according to the filing?

The Form 4 states the shares were withheld to pay a tax obligation incident to the vesting of securities, in accordance with Rule 16b-3(e).

What is the relationship of the reporting person to Sandisk Corp (SNDK)?

Bernard Shek is listed as a Director and an Officer with the title Chief Legal Officer & Secretary.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact on behalf of Bernard Shek on 09/22/2025.

Does this Form 4 indicate a planned trading program (10b5-1)?

The form does not indicate that the transaction was made pursuant to a 10b5-1 plan; the filing includes the tax-withholding explanation only.