Sandisk Insider Filing: 653 Shares Withheld for Taxes by CTO

Rhea-AI Filing Summary

Ilkbahar Alper, EVP and Chief Technology Officer of SanDisk Corp (SNDK), reported a non-derivative disposition on 08/25/2025 of 653 shares of Common Stock via code F at a price of $46.78 per share, described as payment of a tax obligation by withholding securities incident to vesting. After the transaction Alper beneficially owns 33,946 shares in a direct form. No derivative securities are reported in this Form 4. The filing was signed by an attorney-in-fact on 08/27/2025.

Positive

• Timely and clear disclosure of insider transaction for regulatory compliance
• Transaction consistent with equity compensation mechanics (tax withholding on vesting) rather than active selling

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding sale disclosed promptly; reflects standard equity compensation mechanics, not a directional trading signal.

The reported disposition is labeled code F, indicating shares were withheld to satisfy tax obligations tied to vested equity. This is a common administrative transaction for executives receiving equity-based compensation and typically does not reflect a change in view on company prospects. The form shows continued beneficial ownership of 33,946 shares, which maintains the insider's stake alignment with shareholders. Timely reporting and attorney-in-fact signature indicate procedural compliance.

Securities Analyst

TL;DR: Small-scale sale for tax purposes; immaterial to company valuation or control.

Disposal of 653 shares at $46.78 is minor relative to typical executive holdings and does not alter control or materially affect float. No derivative transactions were reported, so there is no change to option exposure or potential dilution disclosed here. Investors should view this as a tax-withholding event tied to vesting rather than active portfolio rebalancing.

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

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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^*

Ilkbahar Alper

(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)
	EVP, Chief Technology Officer

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		653(1)	D	$46.78	33,946	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: Alper Ilkbahar	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 did SNDK insider Ilkbahar Alper report on Form 4?

The filing reports a disposition of 653 common shares on 08/25/2025 at $46.78 per share, recorded as tax-withholding for vested securities.

How many SNDK shares does Ilkbahar Alper beneficially own after the transaction?

After the reported transaction Alper beneficially owns 33,946 shares in a direct ownership form.

Was this Form 4 sale an open-market trade or tax withholding?

The sale is described as payment of tax obligation by withholding securities, not an open-market sale for cash proceeds.

Are there any derivative securities reported for SNDK in this filing?

No derivative securities are reported in Table II; the Form 4 lists only a non-derivative disposition of common stock.

When was the Form 4 signed and filed?

The form was signed by an attorney-in-fact for Ilkbahar Alper on 08/27/2025 per the signature line.