SNDK insider filing details CEO tax-withholding share disposals

Rhea-AI Filing Summary

SanDisk Corp (SNDK) filed a Form 4 reporting routine tax-related stock withholding by its Chief Executive Officer and director. On 11/20/2025, 1,299 shares of common stock were disposed of at $195.96 per share, and on 11/21/2025, 1,032 shares were disposed of at $200.27 per share. Both transactions are coded "F," indicating shares withheld to satisfy tax obligations tied to vesting equity awards under Rule 16b-3(e).

After these transactions, the reporting person directly beneficially owned 520,305 shares following the first withholding and 519,273 shares following the second. The filing characterizes the activity as payment of tax obligations by withholding securities, rather than an open-market sale initiated for investment purposes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Goeckeler David

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,032	$200.27	$207K
Tax Withholding	Common Stock	1,299	$195.96	$255K

Holdings After Transaction: Common Stock — 519,273 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

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)
	Chief Executive 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		1,299(1)	D	$195.96	520,305	D
Common Stock	11/21/2025		F		1,032(1)	D	$200.27	519,273	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: David Goeckeler	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) report in this Form 4 filing?

The Form 4 reports that SanDisk’s Chief Executive Officer and director had shares of common stock withheld to cover tax obligations related to vesting equity awards, coded as transaction type "F" under Rule 16b-3(e).

How many SanDisk (SNDK) shares were withheld for taxes in this Form 4?

The filing shows 1,299 shares of common stock disposed of on 11/20/2025 at $195.96 per share and 1,032 shares disposed of on 11/21/2025 at $200.27 per share, both as tax-withholding transactions.

How many SanDisk (SNDK) shares does the reporting person own after these transactions?

Following the tax-withholding transactions, the reporting person directly beneficially owned 520,305 shares of SanDisk common stock after the 11/20/2025 transaction and 519,273 shares after the 11/21/2025 transaction.

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

Transaction code "F" indicates a payment of tax obligations by withholding securities incident to the vesting of equity awards, consistent with Rule 16b-3(e), rather than a discretionary open-market trade.

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

The signature block identifies David Goeckeler as the reporting person, with the form signed on his behalf by attorney-in-fact Van Huynh, and lists his role as Chief Executive Officer and director of SanDisk Corp.

Is this SanDisk (SNDK) Form 4 a joint filing?

No. The Form 4 indicates that it is filed by one reporting person, not by more than one reporting person.