SNDK Insider Filing: Goeckeler withholds 2,549 shares for taxes

Rhea-AI Filing Summary

David Goeckeler, Chairman, CEO and director of Sandisk Corp (SNDK), reported two withholding sales of common stock related to tax obligations on restricted stock vesting. On 08/25/2025 he disposed of 1,569 shares at $46.78, leaving 437,559 shares beneficially owned. On 08/27/2025 he disposed of 980 shares at $48.44, leaving 436,579 shares beneficially owned. The filing states these dispositions were made to satisfy tax withholding under Rule 16b-3(e). The Form 4 was signed by an attorney-in-fact on behalf of Mr. Goeckeler on 08/27/2025.

Insights

Financial Analyst

TL;DR Routine tax-withholding share dispositions by the CEO; small relative change in ownership, no evident trading signal.

The reported transactions are described explicitly as tax-withholding sales tied to the vesting of securities, which is a common practice that does not indicate discretionary liquidation by the insider. The total shares sold across both dates amount to 2,549 shares executed at market prices of $46.78 and $48.44, leaving substantial remaining beneficial ownership (>436k shares). For investors, this filing documents compensation-related share movements rather than a strategic sale; there is no revenue, earnings, or new forward-looking information in the filing.

Corporate Governance Expert

TL;DR Disclosure aligns with Rule 16 reporting and Rule 16b-3(e) withholding; governance process appears compliant.

The Form 4 clearly states the nature of the transactions as withholding to satisfy tax obligations, consistent with standard equity award administration. The use of an attorney-in-fact to sign the form is documented and dated, showing procedural compliance. There are no indications of off-plan sales, unusual transfer structures, or changes in officer role; the filing therefore raises no immediate governance flags based on the information provided.

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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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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		F		1,569(1)	D	$46.78	437,559	D
Common Stock	08/27/2025		F		980(1)	D	$48.44	436,579	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	08/27/2025
	** 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 transactions did Sandisk (SNDK) insider David Goeckeler report?

The Form 4 reports two withholding dispositions totaling 2,549 shares on 08/25/2025 and 08/27/2025 at prices of $46.78 and $48.44 respectively.

Why were shares disposed of by David Goeckeler according to the Form 4?

The filing states the sales were to satisfy a tax obligation by withholding securities incident to the vesting of awards, per Rule 16b-3(e).

How many SNDK shares does David Goeckeler beneficially own after these transactions?

After the reported transactions, the filing shows he beneficially owns 436,579 shares following the 08/27/2025 sale.

Who signed the Form 4 for David Goeckeler and when?

The Form 4 was signed by Van Huynh, Attorney-in-Fact for David Goeckeler on 08/27/2025.

Do these Form 4 transactions indicate a change in Mr. Goeckeler's role at Sandisk (SNDK)?

No role change is reported; the form continues to list him as Chairman and CEO and a director.