Sandisk director reports 9,666-share family gift

Sandisk Corp director Thomas Caulfield reported a family estate-planning gift of company stock.

Accepted by SEC EDGAR 05/14/2026 - 05:36 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Sandisk Corp director Thomas Caulfield reported a family estate-planning gift of company stock. On May 12, 2026, his spouse's trust gifted 9,666 shares of Sandisk common stock to irrevocable trusts for their children as part of estate planning.

The filing describes this as a bona fide gift with no sale proceeds. Caulfield disclaims beneficial ownership of the gifted shares, which are now held by a third-party trustee. After these transactions, he reports owning 2,312 shares directly and 4,834 shares indirectly through his spouse's trust.

Insider Trade Summary

9,666 shares gifted

Gift 1 txn

Insider Caulfield Thomas

Role Director

Type	Security	Shares	Price	Value
Gift	Common Stock	9,666	$0.00	$0.00
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 4,834 shares (Indirect, Spouse's Trust); Common Stock — 2,312 shares (Direct)

Footnotes (1)

1. F1. On May 12, 2026, the Reporting Person's Spouse's Trust gifted 9,666 shares to irrevocable trusts for the benefit of the Reporting Person's children for estate planning purposes. The Reporting Person disclaims beneficial ownership of these shares, which are now held by a third-party trustee, and they are no longer indirectly owned by the Reporting Person.

Key Figures

Gifted shares: 9,666 shares Gift price per share: $0.0000 per share Direct holdings after transaction: 2,312 shares +2 more

5 metrics

Gifted shares 9,666 shares Bona fide gift on May 12, 2026

Gift price per share $0.0000 per share Reported transaction price for gifted shares

Direct holdings after transaction 2,312 shares Common stock directly owned after May 12, 2026

Indirect holdings after transaction 4,834 shares Common stock held via spouse's trust after gift

Gift transactions count 1 gift Bona fide gift reported in Form 4

Key Terms

bona fide gift, irrevocable trusts, beneficial ownership, Spouse's Trust

4 terms

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

irrevocable trusts financial

"gifted 9,666 shares to irrevocable trusts for the benefit"

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of these shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Spouse's Trust financial

"nature_of_ownership": "Spouse's Trust""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Thomas Caulfield report at Sandisk (SNDK)?

Thomas Caulfield reported a family estate-planning transfer involving Sandisk common stock. His spouse's trust made a bona fide gift of 9,666 shares to irrevocable trusts for the benefit of their children, rather than executing any open-market purchase or sale of shares.

How many Sandisk (SNDK) shares were gifted and by whom?

A total of 9,666 Sandisk common shares were gifted by the reporting person’s spouse's trust. These shares were transferred to irrevocable trusts for the benefit of the reporting person's children, with the transaction explicitly characterized as a bona fide gift for estate planning purposes.

Was the Sandisk (SNDK) Form 4 transaction a market sale?

The transaction was not a market sale; it was a bona fide gift. The spouse's trust transferred 9,666 shares of Sandisk common stock to irrevocable trusts, and no price was paid, as shown by the zero per-share transaction price reported in the filing data.

What are Thomas Caulfield’s Sandisk (SNDK) share holdings after the gift?

After the reported transactions, Thomas Caulfield holds 2,312 Sandisk common shares directly. He also reports 4,834 Sandisk shares held indirectly through his spouse's trust, reflecting his remaining reported indirect ownership position following the 9,666-share estate-planning gift.

Who now controls the gifted Sandisk (SNDK) shares from the spouse's trust?

The gifted 9,666 Sandisk shares are now held by irrevocable trusts for the reporting person’s children. A third-party trustee controls these trusts, and the reporting person disclaims beneficial ownership of the transferred shares following completion of this estate-planning transaction.

Does the Sandisk (SNDK) Form 4 indicate any change in beneficial ownership?

Yes, the filing notes that the reporting person disclaims beneficial ownership of the 9,666 gifted shares. After transfer to irrevocable trusts overseen by a third-party trustee, these shares are no longer considered indirectly owned by the reporting person for beneficial ownership reporting purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Caulfield Thomas

(Last) (First) (Middle)

C/O SANDISK CORPORATION

951 SANDISK DRIVE

(Street)

MILPITAS CALIFORNIA 95035

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/12/2026		G(1)		9,666	D	$0.0	4,834	I	Spouse's Trust
Common Stock								2,312	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. On May 12, 2026, the Reporting Person's Spouse's Trust gifted 9,666 shares to irrevocable trusts for the benefit of the Reporting Person's children for estate planning purposes. The Reporting Person disclaims beneficial ownership of these shares, which are now held by a third-party trustee, and they are no longer indirectly owned by the Reporting Person.

	By: /s/ Van Huynh Attorney-in-Fact For: Thomas Caulfield	05/14/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)