Sandisk Corp (SNDK) VP uses share withholding to cover equity vesting taxes

Rhea-AI Filing Summary

Sandisk Corp Vice President and Chief Accounting Officer Michael Pokorny reported a routine share withholding to cover taxes on vested equity. On May 9, 2026, 1,429 shares of common stock were disposed of as a tax-withholding transaction under Rule 16b-3(e), rather than an open-market sale. After this withholding, he directly holds 24,821 shares of Sandisk common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pokorny Michael

Role VP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,429	$1,562.34	$2.23M

Holdings After Transaction: Common Stock — 24,821 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 1,429 shares Price per share used: $1,562.34 per share Shares held after transaction: 24,821 shares

3 metrics

Shares withheld for taxes 1,429 shares Tax-withholding disposition on May 9, 2026

Price per share used $1,562.34 per share Value applied to tax-withholding shares

Shares held after transaction 24,821 shares Direct Sandisk common stock holdings post-transaction

Key Terms

tax-withholding disposition, Rule 16b-3(e), Common Stock, Form 4

4 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Rule 16b-3(e) regulatory

"incident to the vesting of securities in accordance with Rule 16b-3(e)"

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Pokorny Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2026

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	05/09/2026		F		1,429(1)	D	$1,562.34	24,821	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	05/11/2026
	** 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)

FAQ

What insider transaction did Sandisk Corp (SNDK) report for Michael Pokorny?

Sandisk Corp reported that executive Michael Pokorny had 1,429 common shares withheld to satisfy tax obligations on vested equity. This non-market transaction is coded as tax-withholding and does not represent an open-market purchase or sale of Sandisk stock.

Was the Sandisk (SNDK) insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 1,429 Sandisk common shares were withheld by the company to pay taxes due upon vesting of equity awards, as permitted under Rule 16b-3(e), making it a routine administrative disposition.

How many Sandisk (SNDK) shares does Michael Pokorny hold after this Form 4?

After the tax-withholding transaction, Michael Pokorny holds 24,821 shares of Sandisk common stock directly. This remaining position shows the withholding affected only a portion of his holdings and reflects shares retained following the vesting-related tax payment.

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

Transaction code F indicates a tax-withholding disposition, where shares are delivered to cover exercise or tax liabilities. In this Sandisk filing, 1,429 shares were withheld to satisfy tax obligations tied to vesting, rather than being sold in the open market.

Why does the Sandisk (SNDK) Form 4 reference Rule 16b-3(e)?

The Form 4 cites Rule 16b-3(e) because the tax payment was made by withholding shares incident to vesting of equity awards. This SEC rule allows such transactions to be exempt from short-swing profit rules, reflecting their administrative, compensation-related nature.