Western Digital Corporation reports its beneficial ownership in Sandisk Corporation common stock. The filing amends a prior Schedule 13G and states Western Digital beneficially owned 1,038,681 shares as of May 15, 2026, representing 0.7% of the class based on 148,089,758 shares outstanding as of April 24, 2026. The filing notes Western Digital has 0 sole voting power and holds sole dispositive power to dispose of 1,038,681 shares, and explains voting authority was granted by proxy to Sandisk under a Stockholder's and Registration Rights Agreement dated February 21, 2025.
Positive
None.
Negative
None.
Insights
Filing documents passive ownership below 5% and clarifies voting arrangement.
The Schedule 13G/A reports a passive beneficial ownership position of 1,038,681 shares (0.7%) and confirms the registrant does not exercise voting power because a proxy was granted to Sandisk under a Stockholder's and Registration Rights Agreement dated February 21, 2025. The proxy allocation is stated explicitly.
Key dependencies include the proxy language and the outstanding share base of 148,089,758 shares as of April 24, 2026. Subsequent filings may show changes in holdings or voting arrangements.
Position size is small relative to outstanding shares; voting is exercised via proxy.
The filing ties 0.7% ownership to an issuer-reported outstanding share count and specifies sole dispositive power for Western Digital over 1,038,681 shares. The disclosure follows Schedule 13G rules for passive holders and amendment timing.
Material impact is limited given ownership under 5% and the explicit proxy to Sandisk; monitor future amendments for any ownership or voting-power changes.
Key Figures
Shares beneficially owned:1,038,681 sharesPercent of class:0.7%Sole voting power:0+1 more
4 metrics
Shares beneficially owned1,038,681 sharesas of May 15, 2026
Percent of class0.7%based on 148,089,758 shares outstanding as of April 24, 2026
Sole voting power0Western Digital does not exercise voting power due to proxy
Sole dispositive power1,038,681 sharesability to dispose as reported in filing
Key Terms
Schedule 13G/A, beneficially owned, proxy, Stockholder's and Registration Rights Agreement
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedmarket
"Amount beneficially owned: 1,038,681 shares of common stock"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
proxygovernance
"Western Digital granted to Sandisk Corporation a proxy to vote the shares"
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
Stockholder's and Registration Rights Agreementlegal
"Agreement, dated as of February 21, 2025, pursuant to which Western Digital granted"
What stake does Western Digital (SNDK) report in Sandisk?
Western Digital reports beneficial ownership of 1,038,681 shares of Sandisk common stock as of May 15, 2026. This equals 0.7% of the class using 148,089,758 shares outstanding reported as of April 24, 2026.
Does Western Digital control voting for the Sandisk shares it owns?
No. The filing states Western Digital has 0 sole voting power because it granted a proxy to Sandisk under a Stockholder's and Registration Rights Agreement dated February 21, 2025. Voting is exercised in proportion to other Sandisk stockholders' votes.
What voting and disposition powers does Western Digital have over the shares?
Western Digital reports 0 sole voting power, 0 shared voting power, and sole dispositive power to dispose of 1,038,681 shares. Shared dispositive power is reported as 0 in the filing amendment.
Why is the filing an amendment (Schedule 13G/A)?
The Schedule 13G/A amends prior beneficial ownership disclosure to update holdings and related details. It restates the 1,038,681 share position as of May 15, 2026 and clarifies voting arrangements under the February 21, 2025 agreement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Sandisk Corporation
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
80004C200
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
80004C200
1
Names of Reporting Persons
Western Digital Corporation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,038,681.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,038,681.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sandisk Corporation
(b)
Address of issuer's principal executive offices:
951 Sandisk Drive, Milpitas, CA 95035
Item 2.
(a)
Name of person filing:
Western Digital Corporation
(b)
Address or principal business office or, if none, residence:
5601 Great Oaks Parkway, San Jose, CA 95119
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Common Stock, $0.01 Par Value Per Share
(e)
CUSIP No.:
80004C200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,038,681 shares of common stock as of May 15, 2026.
(b)
Percent of class:
0.7%. The percent of class is based on 148,089,758 shares of common stock outstanding as of April 24, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q, filed on May 1, 2026 with the Securities and Exchange Commission.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0. In connection with the separation of Sandisk Corporation from Western Digital Corporation, Western Digital Corporation and Sandisk Corporation entered into a Stockholder's and Registration Rights Agreement, dated as of February 21, 2025, pursuant to which Western Digital Corporation granted to Sandisk Corporation a proxy to vote the shares of Sandisk Corporation common stock owned by Western Digital Corporation in proportion to the votes cast by Sandisk Corporation's other stockholders. As a result, Western Digital Corporation does not exercise voting power over any of the shares of Sandisk Corporation common stock that it beneficially owns.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,038,681
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not Applicable.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable.
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable.
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Western Digital Corporation
Signature:
/s/ Cynthia Tregillis
Name/Title:
Cynthia Tregillis, Executive Vice President, Chief Legal Officer and Secretary
