Sandisk CEO David Goeckeler Reports Withholding Sales totaling 39,124 Shares

Rhea-AI Filing Summary

Sandisk insider sales for tax withholding reduced CEO David Goeckeler's stake by 39,124 shares across two days under Rule 16b-3. The Form 4 shows a sale of 34,995 shares on 08/20/2025 at $44.40 per share and a sale of 4,129 shares on 08/21/2025 at $45.50 per share to satisfy tax obligations tied to vesting. After the 08/20 transaction his beneficial ownership was 443,257 shares and after the 08/21 transaction it was 439,128 shares. The transactions were reported via attorney-in-fact signature on 08/22/2025. The filing identifies Goeckeler as both Chairman and CEO and reflects compliance with Section 16 reporting requirements.

Insights

Financial Analyst

TL;DR: Routine Rule 16 tax-withholding sale by CEO; modest reduction in holdings, no new options or derivative activity reported.

The transactions are described as withholding sales to cover taxes on vested securities, which is a common, non-dispositive corporate action and typically viewed as administrative rather than a directional bet on the stock. Total shares sold equal 39,124 across two reported transactions at prices of $44.40 and $45.50, leaving beneficial ownership at 439,128 shares. Because the filing shows no additional derivative activity and the sales are explicitly for tax withholding, the event is unlikely to be materially informative about corporate fundamentals.

Corporate Governance Expert

TL;DR: Proper disclosure under Section 16; sales are consistent with Rule 16b-3 withholding practices and were timely reported.

The Form 4 indicates the reporting person served as Chairman and CEO and that the transactions were executed to satisfy tax obligations linked to vesting, as noted in the explanation. The filing was signed by an attorney-in-fact and lists the Form as filed by one reporting person. From a governance perspective, the disclosure meets standard filing requirements and records the change in beneficial ownership, enabling shareholders and regulators to monitor insider activity.

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^*

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)
08/20/2025

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		34,995(1)	D	$44.4	443,257	D
Common Stock	08/21/2025		F		4,129(1)	D	$45.5	439,128	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	08/22/2025
	** 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 Sandisk CEO David Goeckeler report on Form 4 (SNDK)?

The Form 4 reports sales of 34,995 shares on 08/20/2025 at $44.40 and 4,129 shares on 08/21/2025 at $45.50, leaving 439,128 shares beneficially owned.

Why were the shares sold according to the filing?

The filing states the sales were for payment of tax obligations by withholding securities incident to vesting in accordance with Rule 16b-3(e).

When were the transactions reported and who signed the Form 4?

Transactions occurred on 08/20/2025 and 08/21/2025 and the Form 4 was signed by an attorney-in-fact on behalf of David Goeckeler on 08/22/2025.

Did the Form 4 disclose any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions; only non-derivative common stock sales are shown.

How much did the CEO's ownership change as a result of these transactions?

Beneficial ownership declined from 443,257 shares after the first sale to 439,128 shares after the second sale, a reduction of 39,124 shares.