Sandisk Insider Grant: Michael Pokorny Receives 13,028 RSUs Increasing Holdings to 27,071

Rhea-AI Filing Summary

Sandisk Corp (SNDK) insider grant: Michael Pokorny, listed as VP and Chief Accounting Officer and a reporting person, received 13,028 restricted stock units (RSUs) on 09/03/2025. Each RSU represents a contingent right to one share of the issuer's common stock and the grant was reported with a price of $0.0, indicating a restricted award rather than an open-market purchase. After the grant, the filing states Mr. Pokorny beneficially owns 27,071 shares of common stock in a direct ownership form. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Pokorny on 09/04/2025.

Positive

• Transparency: The filing clearly discloses the RSU grant date, amount, and resulting direct beneficial ownership.
• Alignment: Grant of 13,028 RSUs aligns the Chief Accounting Officer’s compensation with shareholder interests through equity-based awards.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director-level officer received a meaningful equity grant, increasing direct holdings to 27,071 shares.

This Form 4 discloses a non-cash compensation event: 13,028 RSUs granted to the VP and Chief Accounting Officer on 09/03/2025. The award is reported at $0.0, consistent with restricted equity compensation programs that vest over time rather than market purchases. For investors, such grants align executive incentives with shareholder value but also dilute outstanding equity when RSUs vest and convert to shares. The filing shows direct beneficial ownership only and no derivative positions were reported.

Corporate Governance Expert

TL;DR: Routine equity compensation disclosed for a senior officer; disclosure appears complete for the transaction listed.

The Form 4 identifies the reporting person, role, transaction date, instrument type (RSUs), and resulting beneficial ownership. The explanatory note clarifies each RSU equals one share upon settlement. The form was executed by an attorney-in-fact, which is standard practice. No amendments or other transactions are shown. This is a standard governance disclosure and does not by itself indicate governance concerns.

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^*

Pokorny Michael

(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)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		A		13,028(1)	A	$0.0	27,071	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. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

	By: /s/ Van Huynh Attorney-in-Fact For: Michael Pokorny	09/04/2025
	** 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 Michael Pokorny report on the SNDK Form 4?

The filing reports a grant of 13,028 restricted stock units (RSUs) on 09/03/2025, bringing his beneficial ownership to 27,071 shares in direct form.

What does the price of $0.0 on the Form 4 mean?

The $0.0 price indicates these were restricted stock units granted as compensation rather than an open-market purchase price.

Are the RSUs convertible to common stock?

Yes. The explanatory note states each RSU represents a contingent right to receive one share of the issuer’s common stock upon settlement.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Michael Pokorny by an attorney-in-fact on 09/04/2025.

Did the filing report any derivative transactions for SNDK?

No. Table II for derivative securities shows no derivative transactions reported in this filing.