Sandisk Insider Report: 2,373 Shares Withheld on Vesting by CTO

Rhea-AI Filing Summary

Ilkbahar Alper, EVP and Chief Technology Officer of Sandisk Corporation (SNDK), reported two dispositions of common stock tied to vesting-related tax withholding. The filing shows a sale of 1,095 shares at $44.40 and a sale of 1,278 shares at $45.50, reported as transactions on 08/20/2025 and 08/21/2025, respectively. After these transactions Alper beneficially owned 34,599 shares directly. The form states the shares were withheld to satisfy tax obligations incident to vesting under Rule 16b-3(e), indicating the disposals were for tax withholding rather than open-market trading for diversification or other purposes.

Positive

• Dispositions were for tax withholding related to vesting, a routine administrative action under Rule 16b-3(e)
• Reporting person retains substantial direct ownership with 34,599 shares after the transactions

Negative

• Insider disposed of 2,373 shares, reducing direct beneficial ownership from 37,0xx to 34,599 shares
• Transactions executed at market prices ($44.40 and $45.50), which realized proceeds for the reporting person

Insights

Financial Analyst

TL;DR Insider sold a small portion of holdings to cover taxes after vesting; not an unusual liquidity event.

The two reported dispositions total 2,373 shares at prices of $44.40 and $45.50. The filing explicitly attributes the transactions to tax withholding upon vesting, which typically carries limited informational value about future company performance. The remaining direct holding of 34,599 shares suggests continued material equity ownership by the reporting officer. For investors, these transactions are routine compensation-related events rather than signals of management repositioning.

Corporate Governance Expert

TL;DR Disposals were administrative (tax withholding) and comply with Rule 16b-3(e); governance implications are minimal.

The form identifies the reporting person as an officer and records direct disposals tied to withholding for vested securities. Use of the Rule 16b-3(e) mechanism is a standard governance practice to address tax obligations without triggering prohibited insider short-swing profit concerns. No unusual trading pattern, scheduled plan, or additional indirect holdings are disclosed in the filing, limiting governance or signaling 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^*

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)
08/20/2025

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		1,095(1)	D	$44.4	35,877	D
Common Stock	08/21/2025		F		1,278(1)	D	$45.5	34,599	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	08/22/2025
	** 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 transactions did Ilkbahar Alper report on the Form 4 for SNDK?

The Form 4 reports two dispositions: 1,095 shares at $44.40 (08/20/2025) and 1,278 shares at $45.50 (08/21/2025).

Why were the shares disposed of according to the filing?

The filing states the shares were withheld to pay a tax obligation incident to the vesting of securities, per Rule 16b-3(e).

How many shares does Alper beneficially own after these transactions?

After the reported transactions, Alper beneficially owned 34,599 shares directly.

Does the Form 4 indicate these sales were part of a 10b5-1 plan?

No. The form does not indicate that the transactions were made pursuant to a 10b5-1 trading plan; they are described as tax-withholding on vesting.

What is the total number of shares disposed of in this filing?

The filing shows a total disposition of 2,373 shares across the two reported transactions.