Sandisk Insider: CEO Receives 85,025 RSUs Increasing Direct Holdings

Rhea-AI Filing Summary

David Goeckeler, Chairman and CEO of Sandisk Corporation (SNDK), received a grant of restricted stock units (RSUs). The Form 4 discloses an award of 85,025 RSUs, each representing a contingent right to one share of Sandisk common stock, reported with a transaction date of 09/03/2025 and a reported grant price of $0.0. After the grant, the reporting person beneficially owns 521,604 shares, held directly. The filing was submitted by one reporting person and executed by an attorney-in-fact on the company’s behalf. The disclosure documents an equity compensation event for a senior executive and updates insider holdings.

Positive

• Transparency: Filing discloses insider compensation and updates beneficial ownership publicly
• Alignment: RSU grant aligns CEO incentives with shareholder performance by tying value to future share delivery

Negative

• Missing details: No vesting schedule, performance conditions, or grant-date fair value provided in the Form 4
• Dilution unknown: Filing does not state potential dilution impact or total outstanding share count to assess materiality

Insights

Corporate Governance Expert

TL;DR: CEO received a sizable RSU grant, increasing direct holdings to 521,604 shares; routine executive compensation disclosure.

The Form 4 reports a non-derivative grant of 85,025 restricted stock units to the Chairman and CEO, structured as contingent rights to common shares. This is a standard equity-compensation mechanism to align executive incentives with shareholder value. The grant is recorded at $0.0 in the filing, consistent with RSUs that convert into shares upon vesting rather than being purchased outright. The filing clarifies direct beneficial ownership post-grant but does not provide vesting schedule or dollar value, limiting assessment of dilution or near-term selling restrictions.

Compensation Analyst

TL;DR: Materiality is limited to compensation disclosure; key missing details hinder full impact assessment.

The reported 85,025 RSUs represent a material number of shares for an individual executive but the filing supplies only the grant amount and resulting ownership total. Without vesting terms, performance conditions, or grant-date fair value, it is not possible to measure the award's cost to shareholders or its retention incentives. The direct ownership figure of 521,604 shares indicates meaningful insider stake, but the filing is routine and informational rather than signalling an unusual corporate event.

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)
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		85,025(1)	A	$0.0	521,604	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: David Goeckeler	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 transaction did David Goeckeler report on the Form 4 for SNDK?

The Form 4 reports a grant of 85,025 restricted stock units (RSUs) to David Goeckeler, each representing a contingent right to one share of Sandisk common stock.

How many Sandisk (SNDK) shares does the reporting person own after the reported transaction?

The filing shows the reporting person beneficially owns 521,604 shares following the reported transaction.

Does the Form 4 show a price paid for the RSU grant?

The transaction is reported with a price of $0.0, consistent with RSUs that convert into shares upon vesting rather than being purchased.

Is this Form 4 filed by multiple reporting persons for SNDK?

No; the document indicates the form was filed by one reporting person.

Does the Form 4 disclose vesting terms or performance conditions for the RSUs?

No; the filing explains the grant represents contingent rights to shares but does not provide vesting schedules or performance conditions.