SanDisk Insider Filing: Shek Reports Share Withholding for Taxes

Rhea-AI Filing Summary

Bernard Shek, Chief Legal Officer & Secretary of SanDisk Corp (SNDK), reported two dispositions of common stock on August 20 and 21, 2025. The filing shows reported prices of $44.4 and $45.5 and indicates post-transaction beneficial ownership reported as 17,313 shares (after the 08/20/2025 transaction) and 16,885 shares (after the 08/21/2025 transaction). The filer checked that this is an individual filing and provided an explanation that the transactions included payment of a tax obligation by withholding securities incident to vesting. The form was signed on behalf of Mr. Shek by an attorney-in-fact, Van Huynh, on 08/22/2025.

Positive

• Form 4 was filed and signed, showing compliance with Section 16 disclosure requirements
• Transactions explained as tax-withholding related to vesting, a routine and common insider action

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider share dispositions disclosed with tax-withholding explanation; no indication of unusual trading.

The Form 4 discloses two reported dispositions of common stock by the company's Chief Legal Officer & Secretary occurring on August 20 and 21, 2025, with reported prices of $44.4 and $45.5. An explicit explanation states the withholding of shares to satisfy tax obligations tied to vesting, which is a common, non-disclosable-compensation-related action under Rule 16b-3(e). The filing appears complete for its scope and was executed by an attorney-in-fact, satisfying signature requirements. There are no additional governance issues or unusual items disclosed in this form.

Securities Analyst

TL;DR: Transactions are small, routine insider dispositions tied to tax-withholding; not material to company valuation.

The reported post-transaction beneficial ownership figures of 17,313 and 16,885 shares and the prices shown ($44.4 and $45.5) indicate modest insider share movements. The explanatory note specifies the mechanism as withholding to satisfy tax obligations from vesting, which reduces outstanding personal holdings but does not reflect a market-directed sale for speculative reasons. Based solely on the information provided, these transactions do not convey new operational or financial information about the issuer.

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^*

Shek Bernard

(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)
	Chief Legal Officer & Secty

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		F		110(1)	D	$44.4	17,313	D
Common Stock	08/21/2025		F		428(1)	D	$45.5	16,885	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: Bernard Shek	08/22/2025
	** 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 Bernard Shek report on the Form 4 for SNDK?

He reported two dispositions of SanDisk common stock on 08/20/2025 and 08/21/2025, with post-transaction beneficial ownership reported as 17,313 and 16,885 shares.

Why were shares disposed according to the filing for SNDK?

The filing explains the transactions were to satisfy a tax obligation by withholding securities incident to vesting.

What prices were reported for the SNDK transactions?

Reported prices in the Form 4 are $44.4 (08/20/2025) and $45.5 (08/21/2025).

Who signed the Form 4 for Bernard Shek (SNDK)?

The form was signed by Van Huynh as Attorney-in-Fact for Bernard Shek on 08/22/2025.

What is Bernard Shek's role at SanDisk as listed on the filing?

He is listed as Chief Legal Officer & Secretary and as an officer of the issuer.