Sandisk (SNDK) 10-K risk factor changes: FY2026 vs FY2025

- Product defects could subject us to costly warranty claims, [removed: litigation or] [added: litigation,] indemnification [removed: claims.][added: claims or termination of long-term sales agreements.]

- The compromise, damage or interruption of our technology infrastructure, systems or products from [removed: cyber] [added: cybersecurity] incidents, data security breaches or other related problems could have a material negative impact on our business.

- Competitive conditions, including declining average selling prices, volatile demand, technological change, industry [removed: consolidation and] [added: consolidation,] lengthy [removed: supply] [added: product] qualifications, [added: and supply constraints,] in our industry can negatively impact our business.

- Our aspirations, disclosures and actions related to [removed: environmental, social] [added: sustainability] and governance matters expose us to risks that could adversely affect our reputation and performance.

- Our certificate of incorporation contains an exclusive forum provision that could impact stockholder’s ability and interest in bringing lawsuits against us and any of our directors, officers or other [removed: employees;][added: employees.]

Adverse changes in global or regional economic conditions, including, but not limited to, volatility in the financial markets, tighter credit, recession, inflation, rising interest rates, slower growth in certain geographic regions, political uncertainty, geopolitical tensions or conflicts, trade war, other macroeconomic factors, [added: or] changes to social conditions and regulations, could significantly harm demand for our products, increase credit and collectability risks, result in revenue reductions, reduce profitability as a result of underutilization of our assets, cause us to change our business practices, increase manufacturing and operating costs or result in impairment charges or other expenses.

We are subject to risks and regulatory obligations associated with our global manufacturing operations and global sales efforts, as well as risks and regulatory obligations associated with our utilization of [removed: contract manufacturers,] [added: global suppliers,] including:

- obtaining governmental approvals and compliance with evolving [added: domestic and] foreign regulations;

- [removed: weaker] [added: varying levels of] protection of intellectual property rights;

We depend on an external supply base for technologies, software (including firmware), controllers, dynamic random-access [removed: memory,] [added: memory (“DRAM”),] components, equipment and materials for use in our product design and manufacturing.

We also depend on suppliers for a portion of our wafer testing, chip assembly, product assembly and product [removed: testing,] [added: testing] and on service suppliers for providing technical support for our products.

Our suppliers have in the past been, and may in the future be, unable or unwilling to meet our requirements, including as a result of events outside of their control such as trade restrictions (including tariffs, [removed: quotas] [added: quotas, sanctions,] and embargoes), supply chain shortages, [added: labor disputes,] geopolitical conflicts, [added: industrial accidents,] cybersecurity incidents, public health emergencies or natural disasters.

We do not have long-term contracts with some of our existing suppliers, nor do we always have guaranteed manufacturing capacity with [added: many of] our suppliers, so we cannot guarantee that they will devote sufficient resources or capacity to manufacturing our products.

We may [added: also] cancel or defer outstanding purchase commitments with certain suppliers due to changes in actual and forecasted demand, which may result in fees, penalties and other associated charges.

We conduct our operations at large, high-volume, purpose-built facilities in Japan, Malaysia and [removed: throughout] [added: other locations in] Asia.

If a fire (including a climate change-related fire), flood, earthquake, tsunami or other natural disaster, condition or event such as [removed: a] power outage, contamination event, [added: water scarcity,] terrorist attack, cybersecurity incident, physical security breach, political instability, [added: act of war,] civil unrest, localized labor [removed: unrest or other employment issues,] [added: unrest,] or a [added: public] health [added: crisis or] epidemic negatively affects any of these [removed: facilities,] [added: facilities or regions,] it [removed: would] [added: could] significantly [added: disrupt the supply of wafers, components, equipment or services; impair customer demand; significantly] affect our ability to manufacture or sell our [removed: products and source components and would harm] [added: products; or otherwise materially adversely affect] our [removed: business.][added: business and financial results.]

Impacts of any of these events may also include closures of our manufacturing facilities, under-absorbed overhead, increased logistics, component and other costs, decreased demand for our products, and manufacturing [removed: challenges.][added: challenges, delays in production ramps, and interruptions or inefficiencies in our operations.]

Climate change has in the past [added: increased] and is expected to continue to [removed: increase] [added: increase,] the incidence and severity of certain natural disasters, including wildfires and adverse weather events.

The rapid pace of innovation driven by AI, global research and development competition, evolving models of work, and intensifying customer demands for faster, more efficient solutions has significantly raised the bar for the [removed: type of] technical expertise required to power current and next-generation technologies.

We [removed: warrant] [added: provide warranties on] the majority of our products for periods of one to five years.

If an epidemic failure occurs, we may [added: face termination of long-term sales agreements and may] be required to replace or refund the value of the defective product and to cover certain other costs associated with the consequences of the epidemic failure.

In addition, product defects, product recalls or epidemic failures may cause damage to our reputation or customer relationships, lost revenue, indemnification for a recall of our customers’ products, warranty claims, litigation or loss of market share with our customers, including our [removed: original equipment manufacturer] [added: OEMs] and [removed: original design manufacturer] [added: OEM] customers.

The compromise, damage or interruption of our technology infrastructure, systems or products by [removed: cyber] [added: cybersecurity] incidents, data security breaches, other security problems, design defects or system failures could have a material negative impact on our business.

We experience [removed: cyber] [added: cybersecurity] incidents of varying degrees on our technology infrastructure and systems and, as a result, unauthorized parties may obtain access to our computer systems and networks, including cloud-based platforms.

[removed: Cyber] [added: Cybersecurity] incidents can be caused by ransomware, computer denial-of-service attacks, data exfiltration, worms and other malicious software programs or other attacks, including the covert introduction of malware to computers and networks, and the use of techniques or processes that change frequently, may be disguised or difficult to detect, or are designed to remain dormant until a triggering event, and may continue undetected for an extended period of time.

[removed: Cyber] [added: Cybersecurity] incidents may result from social engineering or impersonation of authorized users, and may also result from efforts to discover and exploit any design flaws, bugs, security vulnerabilities or security weaknesses, intentional or unintentional acts by employees or other insiders with access privileges, intentional acts of vandalism or fraud by third parties and sabotage.

We believe malicious [removed: cyber] [added: cybersecurity] acts are increasing in number and that [removed: cyber] [added: cybersecurity] threat actors are increasingly organized and well-financed or supported by state actors, and are developing increasingly sophisticated systems and means to not only infiltrate systems, but also to evade detection or to obscure their activities.

Geopolitical tensions or conflicts may create heightened risk of [removed: cyber] [added: cybersecurity] incidents.

These technologies [removed: can] [added: may] be leveraged by threat actors to [removed: automate and scale cyberattacks,] generate [removed: highly] [added: more] convincing phishing or social engineering content, identify and exploit vulnerabilities more efficiently, [removed: or] create malicious code that is more difficult to [removed: detect.][added: detect, or automate, scale, adapt or obscure cyberattacks.]

In addition, [removed: generative] AI [removed: models] [added: systems] may inadvertently expose sensitive information if not properly [removed: secured] [added: secured, governed, configured, monitored,] or [removed: trained on] [added: connected to systems or data containing] confidential [removed: data.][added: information.]

As AI tools become more accessible and sophisticated, the potential for their misuse increases, further complicating efforts to detect, prevent, and respond to [removed: cyber] [added: cybersecurity] threats.

Our products are also targets for malicious [removed: cyber] [added: cybersecurity] acts.

The incorporation of AI algorithms or training methodologies into our [added: operations or] decision-making processes may result in flawed, irrelevant, insufficient, [removed: or] [added: inaccurate,] biased [added: or non-compliant] outputs, potentially impacting our strategic choices, operational effectiveness, and regulatory compliance.

Actual or perceived [removed: deficiencies or] [added: deficiencies,] failures [added: or misuse] in our implementation or use of AI could result in competitive disadvantages, [added: operational inefficiencies,] regulatory action, legal liability, brand or reputational harm, and negative financial results.

The unauthorized or unapproved use of generative AI tools by our employees, contractors, or other third [removed: parties] [added: parties, as well as overreliance on AI automation or agentic AI without appropriate human oversight,] may lead to the inadvertent disclosure of confidential, proprietary, or personal information, [added: flawed or unauthorized actions, or other adverse consequences, including disruptions to business operations,] exposing us to data security, privacy, [removed: and legal risks] [added: legal, regulatory,] and reputational [removed: harm.][added: risks.]

[removed: Over-investment by us or] our [removed: competitors can result in excess supply and lead to significant decreases in our] product prices, significant excess, obsolete inventory or inventory write-downs or underutilization charges, and the potential impairment of our investments in Flash Ventures.

In addition, while Flash Ventures is operating, our agreements with Kioxia contain certain [removed: restrictions] [added: limitations] on our ability to work with third parties to manufacture flash-based memory or to fabricate flash-based memory beyond the capacity specified in the agreements, or to manufacture flash-based memory ourselves except to the extent that we acquire any manufacturing capacity of a Flash Ventures entity as a result of that entity’s dissolution, termination of its joint venture agreements or acquisition by us.

Absent further extensions as mutually agreed between us and Kioxia, Flash Partners [removed: Ltd. and] [added: Ltd.,] Flash Alliance Ltd. [removed: are currently set to expire on December 31, 2029,] and Flash Forward Ltd. [removed: is] [added: are] currently set to expire on December 31, 2034.

Additionally, under the Flash Ventures agreements, we cannot unilaterally direct most of Flash Ventures’ activities, and we have [removed: limited] [added: some limitations on our] ability to source [removed: or fabricate] flash outside of Flash Ventures.

Together with Kioxia, we [removed: fund] [added: have funded, and may continue to fund,] a portion of the investments required for Flash Ventures through lease financings.

- Our operating results may fluctuate due to changes in demand, industry cycles and the timing of customer deployments, including AI-related data center investments, and our ability to accurately forecast demand as a result of these changing market conditions.

- Long-term agreements, which we also refer to as New Business Models or “NBMs”, expose us to certain execution, financial, and market risks, which could be significant.

- Our guarantees of certain obligations of Flash Ventures may negatively impact our financial position, and terms and conditions of our revolving credit facility may restrict our operations and ability to respond to future business opportunities.

- Our share repurchase program may not enhance shareholder value and could affect the price of our common stock and reduce our financial flexibility.

- Mutual indemnification obligations between WDC and us for certain liabilities in connection with the spin-off may not provide the protection we expect and could result in significant liabilities that could adversely affect our financial results.

Public health crises and related government responses, including widespread disease outbreaks, quarantines, travel restrictions or business shutdowns, can also contribute to volatility in the financial markets, tighter credit conditions, reduced consumer and business spending and other adverse macroeconomic factors, any of which may negatively impact demand for our products and our financial performance.

- the impacts of social, political, immigration, and tax and trade policies in the U.S. and abroad;

For example, there are pending and ongoing investigations initiated by the United States under Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974 that may impact tariff rates for Sandisk products.

We continue to monitor changes to the U.S. tariff regime to assess potential implications on the Company.

For example, many of our enterprise-grade SSD products incorporate DRAM, which is a commodity component that has experienced supply constraints and may remain in short supply for extended periods.

If we are unable to obtain sufficient quantities of DRAM on commercially reasonable terms, we may be required to allocate available flash memory and other resources to products that require less or no DRAM rather than to strategic products that may offer higher margins or stronger long-term growth opportunities.

Such constraints could adversely affect our product mix, revenues, gross margins, customer relationships and competitive position.

Additionally, if such suppliers were to experience operational or financial difficulties, be acquired by a competitor, or fail to perform required obligations under our supply agreements, our ability to source critical components could be impaired, potentially disrupting our product manufacturing and harming our business.

Constraints on global talent mobility and hiring, including changes in immigration laws and policies, travel restrictions, work permits regulation and administration, government restrictions to contain the spread of infectious disease, and limitations on the ability of employees to enter, leave, or return to jurisdictions in which we operate, may also affect our ability to attract and retain the specialized skills needed to support our business and may disrupt our operations.

As part of our compensation program, we grant equity incentives to our senior leaders to align their interests with stockholder interests and incentivize these leaders to further deliver stockholder value.

The unvested value of these awards has appreciated materially as a result of our stock price performance in fiscal 2026.

These awards generally vest either in February 2028 or September 2028.

If the value of these awards at such time remains materially appreciated above their grant date values, we could experience attrition among these leaders when the awards vest.

While our Board of Directors (the “Board”) and management are focused on continued incentives for, and retention of, this group, if we were to lose one or more of our senior leaders following the vest date of these awards, we could experience difficulties in finding qualified successors, competing effectively, executing our business plan and implementing our business strategy, which could adversely impact our operations and operating results.

We record estimated warranty costs at the time revenue is recognized and subsequently review and adjust those estimates as additional information becomes available.

Our increasing use of AI, including generative AI, agentic AI and AI-enabled automation technologies, may elevate the risk of cybersecurity incidents, whether through our authorized use of such technologies to perform business or operational tasks with limited human oversight or through malicious use by threat actors to automate, scale or adapt attacks against our systems, products, employees, customers, suppliers or partners.

Implementation of AI technologies can be costly and time-consuming, and the effectiveness or potential benefits of such technologies may vary depending on use case, integration, and oversight.

Over-investment by us or our competitors can result in excess supply and lead to significant decreases in

Some of our competitors offer products that we do not offer (including DRAM), which may allow them to win sales from us or to more efficiently maintain product availability, pricing, and margins on products that incorporate DRAM, such as enterprise-grade SSDs.

Additionally, advances in NAND technology, including higher-capacity and higher-layer architectures, as well as increasing customer requirements for performance, reliability, security, and power efficiency, may increase the complexity of our product development, qualification, manufacturing, and commercialization.

For example, new products could substitute for our current products and make them obsolete, or new technologies could reduce the importance of and demand for our technology.

In particular, demand for our products depends increasingly on the use of NAND flash memory in AI infrastructure, and new or alternative technologies could emerge that perform these functions more efficiently or reduce the storage required per unit of AI compute.

If adopted at scale, such technologies could rapidly reduce or eliminate the importance of, and demand for, our technology in the AI infrastructure.

Our operating results may fluctuate due to changes in demand, industry cycles and the timing of customer deployments, including AI-related data center investments, and our ability to accurately forecast demand as a result of these changing market conditions.

As our business has increasingly shifted toward enterprise and datacenter applications, and as we have entered into multi-year agreements with certain customers that provide greater visibility into future demand, the impact of traditional seasonality and certain supply-demand fluctuations has been reduced.

Additionally, demand for certain of our products is increasingly influenced by AI-related deployments and our customers’ and partners’ ability to timely build complex data center infrastructure.

AI as a new demand driver is evolving rapidly, and the expected timing and magnitude of demand related to AI are difficult to predict.

Delays in data center build-outs could result in excess inventory, underutilization of capacity, or other costs if anticipated demand does not materialize or is not sustained.

While multi-year agreements with certain customers provide increased visibility into future demand and may reduce forecasting uncertainty for portions of our business, our ability, as well as our customers’ and suppliers’ ability, to accurately forecast demand, remains difficult due to volatility in global economic conditions, evolving end market dynamics, customer deployment schedules, and industry consolidation.

Inaccurate demand forecasts could result in periods of product oversupply or undersupply, with the consequences described above under the “We rely substantially on strategic relationships with various partners, including Kioxia” and “We participate in a highly competitive industry” risk factors.

In March 2026, we made an equity investment in Nanya Technology Corporation (“Nanya”).The value of our investment could be impaired by adverse changes in Nanya’s financial performance, operating results, or market conditions, which could result in losses or impairment charges that adversely affect our results of operations.

Similarly, increases in the value of our investment could influence our financial results in accordance with GAAP accounting in a manner that is not representative of our core business, and regulatory restrictions on cross-border semiconductor investments, including potential outbound investment screening requirements, could constrain our ability to realize the full value of this investment.

Long-term agreements, which we also refer to as New Business Models or “NBMs”, expose us to certain execution, financial, and market risks, which could be significant.

We have entered into long-term agreements with certain customers, which we also refer to as New Business Models or “NBMs”, that commit us to deliver, and our customers to purchase, a stated volume of products, mostly over multi-year periods.

Our ability to fulfill our obligations under these agreements depends on a number of factors, including our manufacturing capacity, production yields, supply chain performance, and the availability of raw materials and other critical inputs.

- Public health crises have had, and could in the future have, a negative effect on our business.

- We experience sales seasonality and cyclicality, and accurate forecasting has become more difficult.

- If we fail to respond to demand changes within our distribution channel or retail market or maintain and grow our applicable market share, our business could suffer.

- Our level of debt may negatively impact our liquidity, restrict our operations and ability to respond to business opportunities and increase our vulnerability to adverse economic and industry conditions.

- Future material impairments in the value of our goodwill, intangible assets and other long-lived assets would negatively affect our operating results.

- We may not achieve the expected benefits of the spin-off, and the spin-off may adversely impact our business.

- We have incurred and may continue to incur material costs and expenses as a result of the spin-off.

- WDC may fail to perform under various transaction agreements that were executed as part of the spin-off, or we may fail to have necessary systems and services in place when WDC is no longer obligated to provide services under the various agreements.

- WDC’s indemnification of us for certain liabilities in connection with the spin-off may not be sufficient to protect us against the full amount of such liabilities, or WDC may not be able to satisfy its indemnification obligation in the future.

- If we are required to make payments pursuant to our indemnities to WDC in connection with the spin-off, our financial results could be adversely impacted.

- The spin-off and related internal restructuring transactions may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

- Overlapping officer roles and directorships with WDC may give rise to actual or potential conflicts of interest.

- Failure to have received third party consent for contracts and other assets from the spin-off requiring such consent could adversely impact our financial condition and future results of operations.

- We may be unable to effectively make the changes necessary to operate as an independent company.

Our revenue growth is significantly dependent on the growth of international markets, and we may face challenges in international sales markets.

- the impacts of political and economic instability;

For example, the United States has recently announced changes to U.S. trade policy, including increased tariffs on imported goods.

In August 2025, President Trump and members of his administration have stated tariffs on semiconductors may be implemented soon, subject to exemptions.

We are monitoring to assess potential implications on the Company.

Uncertainty surrounding international trade policy and regulations could also have an adverse effect on consumer confidence and spending.

Public health crises have had, and could in the future have, a negative effect on our business.

Public health crises may negatively impact our workforce and operations, as well as those of our strategic partners, customers, suppliers and logistics providers.

Impacts of public health crises may include, without limitation, closures of our manufacturing facilities; under-absorbed overhead; increased logistics, component and other costs; decreased demand for our products; and manufacturing challenges.

Employee infections or government restrictions to contain the spread of infectious disease, like travel restrictions, quarantines, business shutdowns, or trade controls, could harm employees’ productivity and hinder operations in Flash Ventures’ factories or our other worksites and our business and results of operations as a whole.

Further, global pandemics and other public health crises may cause financial market instability, credit issues, and increased cybersecurity and data privacy risks as more employees work remotely.

The degree to which any public health crises ultimately impact our business will depend on many factors beyond our control, which are highly uncertain and cannot be predicted at this time.

These challenges are further compounded by uncertainty surrounding our post-separation performance and evolving organizational structure, which may impact employee confidence and lead to increased attrition or operational inefficiencies.

While we have implemented retention arrangements for key employees to mitigate this risk, we may still experience further attrition following the payment of these incentives.

Additionally, compensation is closely tied to the performance of our business and given the inherent cyclicality of the memory and storage markets, we may face periods where our ability to offer competitive compensation is constrained, placing us at a disadvantage in attracting or retaining top talent during downturns in our operating results.

Constraints on global talent mobility and hiring may also affect our ability to attract and retain the specialized skills needed to support our business.

We record an accrual for estimated warranty costs at the time revenue is recognized.

Our increasing use of AI, including generative AI technologies, may also elevate the risk of cyber incidents.

The use of AI by malicious actors may also accelerate the development of novel attack techniques that are adaptive, evasive, and capable of bypassing traditional security controls.

Implementation of AI technologies can be costly and time-consuming, and there is no guarantee that such technology will be effective or beneficial.

For example, in 2023, WDC incurred $296 million in charges for unabsorbed manufacturing overhead costs as a result of reduced utilization of its manufacturing capacity and $108 million in charges to write down our inventory as a result of decreases in market pricing.

In 2025, we incurred $75 million in charges as a result of underutilization of our manufacturing capacity and $24 million in charges to write down our inventory.

These charges were attributable to a significant imbalance of supply and demand and actions taken in response thereto.

We experience sales seasonality and cyclicality, which could cause our operating results to fluctuate.

In addition, accurately forecasting demand has become more difficult, which could harm our business.

Changes in the product or channel mix of our business may also impact seasonal and cyclical patterns.

The following discussion and analysis contains forward-looking statements within the meaning of the federal securities [removed: laws,] [added: laws] and should be read in conjunction with the disclosures we make concerning risks and other factors that may affect our business and operating results.

For management’s discussion of our [removed: combined] [added: consolidated] results for the year ended June [removed: 28, 2024] [added: 27, 2025] in comparison with the [added: combined results for the] year ended June [removed: 30, 2023,] [added: 28, 2024,] and other financial information related to fiscal year [removed: 2024,] [added: 2025,] refer to [added: Part II,] Item [removed: 2., “Management’s] [added: 7., *“Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations,”*] included in our [added: 2025 Annual Report on] Form [removed: 10, initially] [added: 10-K,] filed with the U.S. Securities and Exchange Commission (“SEC”) on [removed: November 25, 2024, and as further amended thereafter and declared effective on January 31, 2025 (as amended, the “Form 10”).][added: August 21, 2025.]

Unless otherwise [removed: indicated,] [added: indicated or the context requires,] references herein to specific years and quarters are to our fiscal years and fiscal quarters.

On October 30, 2023, Western Digital Corporation (“WDC”) announced that its board of directors (the “WDC Board of Directors”) authorized [added: WDC] management to pursue a plan to separate the Company into an independent public [removed: company.][added: company (the “separation” or “the spin-off”).]

On February 21, 2025, WDC executed the spin-off of the Company through WDC’s pro rata distribution of [removed: 116,035,464] [added: 116,035,464,] or [removed: 80.1%] [added: 80.1%,] of the [added: Company’s] outstanding shares of common stock [removed: of the Company] to holders of WDC’s common stock.

Upon completion of the separation, WDC owned [removed: 28,827,787] [added: 28,827,787,] or [removed: 19.9%] [added: 19.9%,] of the outstanding shares of the Company’s common [removed: stock, which WDC was expected to retain for a period of up to twelve months following the distribution.][added: stock.]

On June [removed: 6,] [added: 9,] 2025, WDC disposed of [removed: 21,314,768] [added: 21,314,768,] or [removed: 14.6%] [added: 14.6%,] of our common stock through an exchange of our common stock for WDC debt held by WDC [removed: creditors.][added: creditors, which shares were sold by affiliates of the WDC creditors in a registered public offering by the Company.]

With a differentiated innovation engine driving advancements in storage and semiconductor technologies, our broad and ever-expanding portfolio delivers powerful flash storage solutions for artificial intelligence (“AI”) workloads in datacenters, edge devices, and [removed: consumers.][added: consumer applications.]

Our technologies enable everyone from students, [removed: gamers] [added: gamers,] and home offices to the largest enterprises and public clouds to produce, analyze, and store data.

Our broad portfolio of technology and products addresses multiple end markets of [removed: “Cloud,” “Client,”] [added: “Datacenter” (formerly referred to as “Cloud”), “Edge” (formerly referred to as “Client”),] and “Consumer.”

Through the [removed: Client] [added: Edge] end market, we provide our original equipment manufacturer (“OEM”) and channel customers a broad array of high-performance flash solutions across personal computer, mobile, gaming, automotive, [removed: virtual reality headsets,] [added: physical AI,] at-home [removed: entertainment] [added: entertainment,] and industrial spaces.

The Consumer end market is highlighted by our broad range of retail and other end-user products, which [removed: capitalizes] [added: capitalize] on the strength of our product brand recognition and vast presence around the world.

[removed: Cloud] [added: The Datacenter end market] is comprised primarily of products for datacenters, cloud service providers, and private cloud customers.

[removed: Our] [added: The Company’s] fiscal year ends on the Friday nearest to June 30 and typically consists of 52 weeks.

Fiscal years [removed: 2025, 2024,] [added: 2025] and [removed: 2023,] [added: 2024,] which ended on June 27, [removed: 2025,] [added: 2025 and] June 28, 2024, [removed: and June 30, 2023 are] [added: respectively, were] each comprised of 52 weeks, with each fiscal quarter consisting of 13 weeks.

As discussed in Part II, Item 8., Note 5, *Supplemental Financial Statement Data* of the Notes to [removed: the] Consolidated Financial Statements included in this Annual Report on Form 10-K, subsequent to the separation, we conducted a quantitative analysis of potential goodwill and long-lived assets impairments, in accordance with Accounting Standards Codification (“ASC”) No. 350, Intangibles - Goodwill and Other.

Consequently, we recorded a goodwill impairment charge of $1.8 billion during the [removed: third quarter of the] fiscal year ended June 27, 2025.

As discussed in Part II, Item 8., Note 8, *Debt* of the Notes to [removed: the] Consolidated Financial Statements included in this Annual Report on Form 10-K, on February 21, 2025, we entered into a loan agreement [added: (the “Loan Agreement”)] comprised of a seven-year Term Loan B facility in an aggregate principal amount of $2.0 billion (the “Term Loan Facility”) and a five-year revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $1.5 [removed: billion with] [added: billion, including up to] $150 million [removed: available] for letters of credit.

We used a portion of the proceeds of the borrowing to make a net distribution payment of [removed: approximately] $1.5 billion to WDC, with the remainder [removed: to be] used for general corporate [removed: purposes.][added: purposes of the Company.]

The proceeds of the Revolving Credit Facility may be used [added: by us] for working capital and general corporate purposes.

As of [removed: June 27, 2025,] [added: July 3, 2026,] we have drawn no amounts under the Revolving Credit Facility.

Currently, the majority of our products sold in the U.S. are exempt from tariffs, but additional tariff increases, or the loss of applicable [removed: exemptions] [added: exemptions,] would increase the cost of goods sold for our products sold in the U.S., which could negatively impact our margins and financial performance.

On February 21, 2025, [removed: we] [added: the Company] became a standalone publicly traded company, and [removed: our] [added: its] financial statements are now presented on a consolidated basis.

Prior to the separation, [removed: our] [added: the Company’s] historical [added: consolidated] financial [removed: statements were] [added: information was] derived from WDC’s consolidated financial statements and accounting records and prepared as if [removed: we] [added: the Company] existed on a standalone basis.

The financial statements for all periods presented, including [removed: our] [added: the] historical results [added: of the Company] prior to February 21, 2025, are now referred to as “Consolidated Financial Statements” and have been prepared in accordance with U.S. generally accepted accounting principles [removed: (“GAAP”).][added: (“GAAP”) and the policies and practices that are generally accepted in the industry in which it operates, consistent with prior statements.]

The following table sets forth, for the periods presented, selected summary information from our Consolidated Statements of Operations by [added: U.S.] dollars and percentage of net revenue(1):

| | | | [removed: 2025] [added: 2026] | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | |

| Revenue, net | | | $ | [removed: 7,355] [added: 20,248] | | | | | 100.0 | | % | | | | $ | [removed: 6,663] [added: 7,355] | | | | | 100.0 | | % | | | | $ | [removed: 6,086] [added: 6,663] | | | | | 100.0 | | % | | | | | | | | | |

| Cost of revenue | | | [removed: 5,143] [added: 5,776] | | | | | | [removed: 69.9] [added: 28.5] | | | | | | [removed: 5,591] [added: 5,143] | | | | | | [removed: 83.9] [added: 69.9] | | | | | | [removed: 5,656] [added: 5,591] | | | | | | [removed: 92.9] [added: 83.9] | | | | | | | | | | | |

| Gross profit | | | [removed: 2,212] [added: 14,472] | | | | | | [removed: 30.1] [added: 71.5] | | | | | | [removed: 1,072] [added: 2,212] | | | | | | [removed: 16.1] [added: 30.1] | | | | | | [removed: 430] [added: 1,072] | | | | | | [removed: 7.1] [added: 16.1] | | | | | | | | | | | |

| Research and development | | | [removed: 1,132] [added: 1,328] | | | | | | [removed: 15.4] [added: 6.6] | | | | | | [removed: 1,061] [added: 1,132] | | | | | | [removed: 15.9] [added: 15.4] | | | | | | [removed: 1,167] [added: 1,061] | | | | | | [removed: 19.2] [added: 15.9] | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 573] [added: 676] | | | | | | [removed: 7.8] [added: 3.3] | | | | | | [removed: 455] [added: 573] | | | | | | [removed: 6.8] [added: 7.8] | | | | | | [removed: 558] [added: 455] | | | | | | [removed: 9.2] [added: 6.8] | | | | | | | | | | | |

| Goodwill impairment | | | [removed: 1,830] [added: —] | | | | | | [removed: 24.9] [added: —] | | | | | | [removed: —] [added: 1,830] | | | | | | [removed: —] [added: 24.9] | | | | | | [removed: 671] [added: —] | | | | | | [removed: 11.0] [added: —] | | | | | | | | | | | |

| Business separation costs | | | [removed: 67] [added: 25] | | | | | | [removed: 0.9] [added: 0.1] | | | | | | [removed: 64] [added: 67] | | | | | | [removed: 1.0] [added: 0.9] | | | | | | [removed: —] [added: 64] | | | | | | [removed: —] [added: 1.0] | | | | | | | | | | | |

| Employee termination and other | | | [removed: 21] [added: (2)] | | | | | | [removed: 0.3] [added: —] | | | | | | [removed: (40)] [added: 21] | | | | | | [removed: (0.6)] [added: 0.3] | | | | | | [removed: 69] [added: (40)] | | | | | | [removed: 1.1] [added: (0.6)] | | | | | | | | | | | |

| [removed: Gain] [added: (Gain) loss] on business divestiture | | | [removed: (34)] [added: 10] | | | | | | [removed: (0.5)] [added: —] | | | | | | [removed: —] [added: (34)] | | | | | | [removed: —] [added: (0.5)] | | | | | | — | | | | | | — | | | | | | | | | | | |

| Total operating expenses | | | [removed: 3,589] [added: 2,083] | | | | | | [removed: 48.8] [added: 10.2] | | | | | | [removed: 1,540] [added: 3,589] | | | | | | [removed: 23.1] [added: 48.8] | | | | | | [removed: 2,465] [added: 1,540] | | | | | | [removed: 40.5] [added: 23.1] | | | | | | | | | | | |

| Operating income (loss) | | | [removed: (1,377)] [added: 12,389] | | | | | | [removed: (18.7)] [added: 61.3] | | | | | | [removed: (468)] [added: (1,377)] | | | | | | [removed: (7.0)] [added: (18.7)] | | | | | | [removed: (2,035)] [added: (468)] | | | | | | [removed: (33.4)] [added: (7.0)] | | | | | | | | | | | |

| Interest income | | | [removed: 22] [added: 70] | | | | | | 0.3 | | | | | | [removed: 12] [added: 22] | | | | | | [removed: 0.2] [added: 0.3] | | | | | | [removed: 21] [added: 12] | | | | | | [removed: 0.3] [added: 0.2] | | | | | | | | | | | |

| Interest expense | | | [removed: (63)] [added: (73)] | | | | | | [removed: (0.9)] [added: (0.4)] | | | | | | [removed: (40)] [added: (63)] | | | | | | [removed: (0.6)] [added: (0.9)] | | | | | | [removed: (31)] [added: (40)] | | | | | | [removed: (0.5)] [added: (0.6)] | | | | | | | | | | | |

Sandisk is a leading global semiconductor memory company with more than 30 years of innovation in NAND flash technology.

We are a vertically integrated solutions provider with ownership of chip-level design and IP, front and back-end manufacturing, as well as systems engineering and design.

Fiscal year 2026 was comprised of 53 weeks and ended on July 3, 2026, with the first fiscal quarter consisting of 14 weeks.

Unless otherwise indicated or the context requires, references herein to specific years and quarters are to fiscal years and fiscal quarters, and references to financial information are on a consolidated basis.

On February 18, 2026, WDC disposed of an additional 5,821,135 outstanding shares of the Company through an exchange of Sandisk’s common stock for WDC debt held by WDC creditors, which shares were sold by affiliates of the WDC creditors in a registered public offering by us.

All expenses for these offerings were paid for by us.

Following this transaction, WDC continued to retain 1,691,884 of the outstanding shares of the Company’s common stock and, as of March 19, 2026, the sale of such shares was no longer subject to restriction, and we were no longer required to pay any expenses associated with WDC’s eventual exchange or distribution of our shares.

Subsequent to this date, WDC has disposed of additional outstanding shares of our common stock in exchange for shares of its outstanding common stock and has announced that it expects to monetize all remaining shares of Sandisk common stock held by it by the end of 2026 in one or more subsequent exchanges for its outstanding common stock.

For the year ended July 3, 2026, there were no goodwill impairment charges recorded.

On March 4, 2026, the Company settled in full the remaining outstanding principal amounts of the Term Loan Facility, plus accrued interest, using cash on hand.

In connection with the early settlement of the Term Loan Facility, the Company recognized a loss on debt extinguishment of $46 million resulting from the write-off of the remaining unamortized issuance costs.

In 2026, we continued to observe that the rapid growth of AI infrastructure is driving demand for high-performance storage products, and AI adoption is driving the need for NAND storage to support these workloads, leading to increased revenues when compared to prior periods.

The current demand environment has led to pricing shifts that have positively impacted our business, and we expect these favorable pricing trends to have a positive impact on our revenue and cash flows from operations.

We expect AI-driven demand to persist through calendar year 2027 and beyond.

Accordingly, we expect to invest in, and allocate resources to, high-value opportunities for both the short-term and long-term benefit of our customers and us.

There are pending and ongoing investigations initiated by the United States under Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974 that may impact tariff rates for our products.

Commencing in fiscal 2026, we entered into long-term agreements, which we also refer to as New Business Models, or “NBMs,” with several Datacenter and Edge customers.

These agreements generally commit us to deliver, and our customers to purchase, a stated volume of products, mostly over multi-year periods.

The agreements include pricing mechanisms consisting of fixed and variable components and are supported by financial guarantees that are intended to provide additional protection in the event a customer does not satisfy their contractual purchase obligations.

As NBMs are expected to become our predominant way of doing business, we believe that this business model will contribute to greater predictability of revenue, support production planning, and enhance supply assurance for our customers.

While these agreements do not eliminate the risks associated with customer demand, market conditions, or operational execution, we believe they reduce certain elements of industry cyclicality and support our long-term strategic and financial objectives.

| | | | Year Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Loss on debt extinguishment | | | 46 | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | |

| Gain (loss) on equity securities, net | | | 808 | | | | | | 4.0 | | | | | | (2) | | | | | | — | | | | | | 1 | | | | | | — | | | | | | | | | | | |

| Datacenter | | | $ | 5,153 | | | | | $ | 960 | | | | | $ | 325 | |

| Edge | | | 12,160 | | | | | | 4,127 | | | | | | 4,069 | | |

Net revenue increased 175%, or $12,893 million, in 2026 compared to 2025, due to a 437% increase in Datacenter revenue, a 195% increase in Edge revenue, and a 29% increase in Consumer revenue.

Total products sold increased by mid-teens percent on an exabyte basis.

Datacenter revenue increased 437%, or $4,193 million, in 2026 compared to 2025, primarily due to higher sales and higher pricing.

Total products sold increased by almost 120% on an exabyte basis.

Revenue per gigabyte increased by almost 150%.

Edge revenue increased 195%, or $8,033 million, in 2026 compared to 2025, primarily due to higher sales and higher pricing.

Total products sold increased by high single-digits percent on an exabyte basis.

Revenue per gigabyte increased by almost 180%.

Consumer revenue increased 29%, or $667 million in 2026 compared to 2025, primarily due to higher pricing partially offset by lower sales.

Total products sold decreased by mid-teens percent on an exabyte basis.

Revenue per gigabyte increased by low-fifties percent.

Gross profit increased $12,260 million in 2026 compared to 2025, primarily due to higher sales and higher pricing in 2026 compared to 2025 as described above.

Gross profit margin increased 4,100 basis points in 2026 compared to 2025 primarily due to higher sales and higher pricing.

Research and development

Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology.

Fiscal year 2026 will be comprised of 52 weeks and end on July 3, 2026.

Sale-Leaseback

In September 2023, WDC completed a sale and leaseback of its facility in Milpitas, California, and received net proceeds of $191 million in cash.

A substantial majority of these assets are associated with the Company, and as a result, $134 million of the net proceeds from the sale-leaseback transaction were allocated to us on a relative square footage basis.

The property is being leased back to us at a total annual rate of $16 million for the first year and increasing by 3% per year thereafter through January 1, 2039.

The lease includes three five-year renewal options and one four-year renewal option that provide the ability to extend through December 2057.

The associated operating lease liability and right-of-use asset for this facility have been included in the Consolidated Balance Sheets as of June 27, 2025 and June 28, 2024.

SanDisk Semiconductor (Shanghai) Co. Ltd. (“SDSS”)

As discussed in Part II, Item 8., Note 10, *Related Parties and Related Commitments and Contingencies* of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K, on September 28, 2024, prior to the separation, WDC’s wholly-owned subsidiary, SanDisk China Limited (“SanDisk China”) completed the sale of 80% of its equity interest in SDSS (the “Transaction”) to JCET Management Co., Ltd. (“JCET”), a wholly-owned subsidiary of JCET Group Co., Ltd., a Chinese publicly listed company, thereby forming a venture between SanDisk China and JCET (the “SDSS Venture”).

The Transaction resulted in a pre-tax gain of $34 million.

Subsequent to and in connection with the Transaction, Western Digital Technologies, Inc. (“WDT”) entered into a five-year supply agreement with SDSS (the “Supply Agreement”) to purchase certain flash-based products with a minimum annual commitment of $550 million.

On January 10, 2025, the Company and WDT entered into an assignment agreement, pursuant to which, WDT assigned all of its rights and obligations under the Supply Agreement to the Company.

The Supply Agreement contains specific penalties the Company must pay if SDSS fails to meet its minimum annual commitment.

The Supply Agreement also provides that if SDSS purchases exceed the minimum annual commitment in any of the two years immediately succeeding any annual period where a shortfall penalty has been paid, SDSS shall reimburse the Company an amount not exceeding the previously paid penalty amount.

The Supply Agreement expires on September 28, 2029, and automatically renews for additional one-year terms unless earlier terminated by either of the parties.

The Company also entered into an agreement to grant SDSS certain intellectual property rights on a royalty-free basis for use in manufacturing products on the Company’s behalf for the term of and under the Supply Agreement.

As a result of the Transaction, we expect to incur a modest reduction in annual operating expenses and a reduction in annual capital expenditure related to the assembly and testing of flash-based products.

We also anticipate that the transition to a contract manufacturing model through the SDSS Venture will result in a small increase in our annual cost of revenue for flash-based products.

Our policy is to perform an annual impairment test on the first day of the fourth fiscal quarter.

For the year ended June 27, 2025, we performed a qualitative analysis which did not indicate that goodwill was more-likely-than-not impaired.

As a result, no additional quantitative analysis was required and no additional impairment charge was recorded during the fiscal year ended June 27, 2025.

In 2025, we generally saw an improvement in the supply and demand dynamics, leading to improved revenues and gross margin in fiscal 2025 compared to 2024.

As part of our actions to align supply with market demand in the later half of fiscal 2025, we incurred charges for unabsorbed manufacturing overhead costs due to reduced utilization of our manufacturing capacity totaling $75 million, and we anticipate incurring some underutilization charges as we moderate production levels to align with demand for our products in the first quarter of 2026.

Additionally, in 2025, the U.S. announced changes to U.S. trade policy, including increased tariffs on imported goods.

With regard to technological advances, we anticipate that digital transformation, including the AI data-cycle, will drive improved market conditions in the long term for our data storage products.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cloud | | | $ | 960 | | | | | $ | 325 | | | | | $ | 500 | |

| Client | | | 4,127 | | | | | | 4,069 | | | | | | 3,637 | | |

Net revenue increased 10%, or $692 million, in 2025 compared to 2024, primarily due to a 6% increase in exabytes sold due to stronger demand in our Cloud end market and a 4% increase in average selling prices (“ASP”) per gigabyte due to enhanced pricing as the supply-demand balance improved.

Cloud revenue increased 195%, or $635 million, in 2025 compared to 2024, primarily due to a 153% increase in exabytes sold due to increased enterprise SSD shipments to data center customers and a 17% increase in ASP per gigabyte due to improved pricing.

Client revenue increased 1%, or $58 million, in 2025 compared to 2024, primarily due to an 8% increase in ASP per gigabyte, partially offset by a 7% decrease in exabytes sold.

Consumer revenue decreased $1 million in 2025 compared to 2024, primarily due to a 6% increase in exabytes sold, offset by a 7% decrease in ASP per gigabyte due to pricing pressure.

Gross profit increased $1,140 million in 2025 compared to 2024, primarily due to improved pricing, a favorable product mix, a decrease in manufacturing underutilization charges incurred in 2025 compared to the comparable prior year period, and a $54 million write-down of Flash inventory in 2024 as a result of decreases in market pricing, for which a similar charge was not incurred in 2025, partially offset by $36 million of insurance recoveries received during 2024 for losses incurred due to a contamination incident in 2022.

In 2024, we recognized a $252 million charge due to reduced manufacturing capacity utilization, compared to an underutilization charge of $75 million incurred in 2025.

Gross profit margin increased 14% in 2025 compared to 2024, with approximately 10% driven by higher revenue due to improved pricing, higher demand for our offerings, and favorable product mix and the remaining 4% due to the decrease in manufacturing underutilization charges incurred in 2025 and a write-down of Flash inventory in 2024 for which a similar charge was not incurred in the current period.

Research and development (“R&D”) expenses increased $71 million in 2025 compared to 2024, primarily due to a $32 million increase in compensation and benefits mainly due to higher variable compensation which includes short-term incentives, an $18 million increase in spending for R&D projects, a $15 million increase in material purchases, and a $5 million increase in legal and outside service fees.

Selling, general and administrative expenses increased $118 million in 2025 compared to 2024, primarily due to an $84 million increase in compensation and benefits due to higher variable compensation which includes short-term incentives, a $24 million increase in materials, a $16 million increase in legal service fees, and a $14 million increase in sales and marketing expenses, partially offset by a $20 million decrease in strategic review costs incurred in 2024 for which there are no comparable costs in the current year.

Employee termination and other charges decreased $61 million in 2025 compared to 2024, primarily due to a $60 million gain on the sale-leaseback of a facility in the prior period, for which there is no comparable transaction in 2025.

Gain on business divestiture increased $34 million in 2025 compared to 2024 due to the pre-tax gain on the sale of SDSS.

We have performed sensitivity analyses as of [removed: June 27, 2025,] [added: July 3, 2026,] using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.

The foreign currency exchange rates used in performing the sensitivity analyses were based on market rates in effect at [removed: June 27, 2025.][added: July 3, 2026.]

The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates relative to the U.S. dollar would result in a foreign exchange fair value loss of [removed: $85] [added: $22] million at [removed: June 27, 2025.][added: July 3, 2026.]

During [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] total net realized and unrealized transaction and foreign exchange contract currency losses were [removed: $29] [added: $17] million, [removed: $4] [added: $29] million, and [removed: $5] [added: $4] million, respectively, to our Consolidated Financial Statements.

Equity Prices

We are exposed to equity market risk through our investment in marketable equity securities in a foreign entity, which we typically do not attempt to reduce or eliminate through hedging activities.

As of July 3, 2026, the fair value of our marketable equity securities was $1,777 million.

This represents an investment in Nanya, for which the securities are traded on the Taiwan Stock Exchange.

To determine a reasonable possible decrease in the market value of our marketable equity securities, we have analyzed the historical market price sensitivity of our investment.

Assuming a decline of 10% in market prices, the aggregate value of our marketable equity securities could decrease by $178 million, based on the fair value as of July 3, 2026.

Interest Rate Risk

We held variable rate debt.

As of June 27, 2025, our variable rate debt outstanding consisted of our Term Loan Facility, which is based on various index rates as discussed further in Part II, Item 8., Note 8, *Debt* of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

As of June 27, 2025, the outstanding balance on our variable rate debt was approximately $1.9 billion and a one percent increase in the variable rate of interest would increase our annual interest expense by $19 million.

For more information about the separation, see Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation] [added: Operations] and Part II, Item 8., Note 1, *Organization, Basis of Presentation and Summary of Significant Accounting Policies* of the Notes to [removed: the] Consolidated Financial Statements included in this Annual Report on Form 10-K.

With a differentiated innovation engine driving advancements in storage and semiconductor technologies, our broad and ever-expanding portfolio delivers powerful flash storage solutions for [removed: AI] [added: artificial intelligence (“AI”)] workloads in datacenters, edge devices, and [removed: consumers.][added: consumer applications.]

Our solutions include a broad range of solid-state [removed: drives,] [added: drives (“SSDs”),] embedded products, removable cards, universal serial bus drives and wafers and components.

Our broad portfolio of technology and products addresses multiple end markets of [removed: “Cloud,” “Client”] [added: “Datacenter”(formerly referred to as “Cloud”), “Edge” (formerly referred to as “Client”),] and “Consumer.”

Through the [removed: Client] [added: Edge] end market, we provide our original equipment manufacturer [added: (“OEM”)] and channel customers a broad array of high-performance flash solutions across personal computer, mobile, gaming, automotive, [removed: virtual reality headsets,] [added: physical AI,] at-home entertainment, and industrial spaces.

The Consumer end market is highlighted by our broad range of retail and other end-user products, which [removed: capitalizes] [added: capitalize] on the strength of our product brand recognition and vast presence around the world.

[removed: Cloud] [added: The Datacenter end market] is comprised primarily of products for datacenters, cloud service providers, and private cloud customers.

We have extensive customer, partner and channel relationships across a number of end-markets and geographies and have a rich heritage of innovation and operational excellence, a wide range of intellectual property assets, broad research and development [added: (“R&D”)] capabilities and large-scale, efficient manufacturing supply chains.

We are a customer-focused organization that has developed deep relationships with industry leaders [removed: to continue to deliver] [added: with the goal of delivering] innovative solutions to help users capture, store and transform data across a boundless range of applications.

We help [removed: original equipment manufacturers] [added: OEMs] address storage opportunities and solutions to capture and transform data into a myriad of devices and edge technologies.

At Sandisk, we [removed: continue] [added: strive] to [added: continuously] transform ourselves to address the growth in data by providing what we believe to be the broadest range of storage technologies in the industry with a comprehensive product portfolio and global reach.

We operate in the [added: semiconductor memory chip and] data storage [removed: industry.][added: industries.]

From the intelligent edge to the cloud, data storage is a fundamental component underpinning the global technology [removed: architecture.][added: architecture, inclusive of AI.]

The increase in computing complexity and advancements in [removed: artificial intelligence,] [added: AI,] along with growth in cloud computing applications, connected mobile devices and Internet-connected products, and edge devices [removed: is] [added: are] driving [removed: unabated] [added: substantial] growth in the volume of digital content to be stored and used.

We develop and manufacture solid state storage products for a variety of [removed: applications] [added: applications,] including enterprise or cloud storage, client storage, automotive, mobile devices and removable memory devices.

Over time, we have successfully developed and commercialized successive generations of [removed: 2-] [added: two-] and [removed: 3-dimensional] [added: three-dimensional] flash [removed: technology] [added: technologies] with increased numbers of storage bits per cell in an increasingly smaller form factor, further driving cost reductions.

We devote significant [removed: research and development] [added: R&D] resources to the development of highly reliable, high-performance, cost-effective flash-based technology and are continually pursuing developments in next-generation flash-based technology capacities.

Our broad portfolio of technology and products addresses multiple end markets of [removed: “Cloud,” “Client”] [added: “Datacenter,” “Edge”] and “Consumer” and are comprised of the Sandisk™ brand.

[removed: Cloud] [added: Datacenter] represents a large and growing end market comprised primarily of products for public or private cloud environments and enterprise customers.

We provide the [removed: Cloud] [added: Datacenter] end market with an array of high-performance enterprise [removed: solid state drives.][added: SSDs.]

Our high-performance enterprise class [removed: solid state drives] [added: SSDs] include high-performance flash-based [removed: solid state drive] [added: SSDs] and software solutions that are optimized for performance applications providing a range of capacity and performance levels primarily for use in enterprise servers and supporting high-volume online transactions, AI-related workloads, data analysis and other enterprise applications.

Through the [removed: Client] [added: Edge] end market, we provide numerous data solutions that we incorporate into our client’s devices, which consist of [removed: solid state drive] [added: SSDs for] desktop and notebook PCs, gaming consoles and set top boxes, as well as flash-based embedded storage products for mobile phones, tablets, notebook PCs and other portable and wearable devices, automotive applications, Internet of Things, and industrial and connected home applications.

Our [removed: solid state drives] [added: SSDs] are designed for use in devices requiring high performance, reliability and capacity with various attributes such as low cost per gigabyte, quiet acoustics, low power consumption and protection against shocks.

We serve the Consumer end market with a portfolio of [removed: solid state drives] [added: SSDs] and removable [removed: flash,] [added: flash products,] including cards and universal serial bus flash drives, through our retail and channel routes to market.

We offer client portable [removed: solid state drives] [added: SSDs] with a range of capacities and performance characteristics to address a broad spectrum of the client storage market.

Our removable cards are designed primarily for use in consumer devices, such as mobile phones, tablets, imaging systems, [added: gaming devices,] cameras and smart video systems.

Nevertheless, we face strong competition from other manufacturers of flash in the [removed: Cloud, Client] [added: Datacenter, Edge] and Consumer end markets.

We compete with [removed: vertically integrated] [added: vertically-integrated] suppliers such as Kioxia, Micron Technology, Inc., Samsung Electronics Co., Ltd., SK Hynix, Inc., Yangtze Memory Technologies Co., Ltd. and numerous smaller companies that assemble flash into products.

Our overall strategy is to leverage our innovation, technology and execution capabilities to be an industry-leading and broad-based [removed: developer, manufacturer and provider of storage devices and solutions] [added: global semiconductor memory company] that [removed: support] [added: supports] the infrastructure that has enabled the unabated proliferation of data.

- *Broad Product [removed: Portfolio*:] [added: Portfolio:*] We leverage our capabilities in firmware, software and systems to deliver compelling and differentiated integrated storage solutions to our customers that offer the best combinations of performance, cost, power consumption, form factor, quality and reliability, while creating new use cases for our solutions in emerging markets.

- *Operational Excellence*: We are focused on delivering the best value for our customers in [removed: Cloud, Client] [added: Datacenter, Edge] and Consumer end markets through a relentless focus on appropriately scaling our operations to efficiently support business growth; achieving best in class [removed: cost,] [added: capital efficiency,] quality and cycle-time; maintaining industry leading manufacturing capabilities; and having a competitive advantage in supply-chain [removed: management.][added: management,]

- a [removed: varied] [added: broad] product portfolio that establishes us as a leading developer and manufacturer of integrated [added: flash NAND] products and solutions, making us a [removed: more] [added: key] strategic supply partner to our customers;

- efficient and flexible manufacturing capabilities, allowing us to leverage our flash [removed: research and development] [added: R&D] and capital expenditures to deliver innovative and cost-effective storage solutions to multiple [added: end] markets;

We devote substantial resources to the [removed: development] [added: R&D] of new products and the improvement of existing products.

We have approximately [removed: 7,900] [added: 8,000] granted patents and approximately [removed: 3,200] [added: 3,000] pending patent applications worldwide.

We continually seek additional [removed: U.S.] [added: United States (“U.S.”)] and international patents on our technology.

[removed: Substantially all] [added: All] of our flash-based memory is obtained from our joint ventures with Kioxia, which [removed: provides] [added: provide] us with leading-edge, high-quality [removed: and low-cost] flash memory wafers.

Our assembly and test operations comprise in-house assembly and test facilities located in Penang, [removed: Malaysia and] [added: Malaysia, facilities operated by] other contract manufacturers, and the assembly and test facility owned and operated by [removed: SDSS Venture.][added: SDSS, a venture that is owned 20% by Sandisk and 80% by JCET Management Co., Ltd. We believe the use of our in-house assembly and test facilities and manufacturing partners provide flexibility and give us access to increased production capacity.]

We and Kioxia currently operate three business ventures, Flash Partners Ltd., Flash Alliance Ltd. and Flash Forward Ltd., (collectively, “Flash Ventures”) across [removed: seven] [added: eight] flash-based manufacturing facilities in Japan, six of which are located in Yokkaichi, Japan and [removed: one] [added: two] of which [removed: is] [added: are] located in Kitakami, Japan.

The price [removed: for which] [added: that] we and Kioxia pay Flash Ventures for flash memory wafers is cost plus a small markup.

Sandisk is a leading global semiconductor memory company with more than 30 years of innovation in NAND flash technology.

We are a vertically integrated solutions provider with ownership of chip-level design and IP, front and back-end manufacturing, as well as systems engineering and design.

We hold valuable patent portfolios containing approximately 8,000 granted patents and approximately 3,000 pending patent applications worldwide that support our products across all end markets.

- *Technology Innovation and Manufacturing Leadership:* We leverage our innovative R&D and intellectual property at the chip and system level coupled with advanced manufacturing scale and expertise to drive technology leadership, accelerate innovation, and deliver cost-efficient memory solutions.

These capabilities enable us to meet growing customer requirements for performance and capacity delivered by our mission-critical technology enabling AI deployment and diversification across Datacenter, Edge and Consumer markets.

- *Durable and Predictable Business Model:* We are transforming our financial model through long-term customer engagement frameworks and New Business Model (“NBMs”) agreements that provide greater visibility, improve production planning and inventory management, support sustained innovation investments, and enhance the predictability of revenue, profitability and cash flow generation, while reducing exposure to industry cyclicality.

On January 29, 2026, Sandisk entered into an FAL Second Commitment and Extension Agreement (the “FAL Second Extension Agreement”) by and among Sandisk, Kioxia, SanDisk LLC (“SanDisk LLC”), and SanDisk (Ireland) Limited (“SanDisk Ireland”), under which the parties thereto extended the term of Flash Alliance from December 31, 2029 to December 31, 2034.

On the same date, Sandisk entered into an FPL Second Commitment and Extension Agreement (the “FPL Second Extension Agreement”, and together with the FAL Second Extension Agreement, collectively, the “Extension Agreements”) by and among Sandisk, Kioxia, SanDisk LLC, and SanDisk (Cayman) Limited (“SanDisk Cayman”), under which the parties thereto extended the term of Flash Partners from December 31, 2029 to December 31, 2034.

Following the execution of the Extension Agreements, all three of the joint ventures that comprise the Flash Ventures are scheduled to co-terminate on December 31, 2034.

In connection with the Extension Agreements, on January 29, 2026, Sandisk entered into an Agreement to Enhance Collaboration by and among Sandisk, Kioxia, Sandisk Technologies, Inc. (“Sandisk Technologies”), SanDisk LLC, SanDisk Ireland and SanDisk Cayman, under which Sandisk Technologies will make certain payments directly to Kioxia totaling $1.2 billion over the years 2026 through 2029 in consideration of Kioxia’s manufacturing services and the continued availability of supply, from execution through December 31, 2034.

Data drives how we move, create, and discover.

It enables our teams to unlock potential, power breakthrough technologies for our customers, and deliver meaningful impact for our stakeholders.

We believe our global presence allows us to access a broad range of perspectives, remain agile, and stay culturally attuned to the markets we serve.

Through our BE@Sandisk program, we foster connection through employee-led communities and learnings that reflect our employees’ unique identities, interests, and aspirations.

These communities—over a dozen and growing, with chapters in countries around the world—create opportunities to connect and engage, enabling our people to bring their full selves to work and contribute to our culture.

At Sandisk, we believe growth is fueled by curiosity, continuous learning, and meaningful career opportunities.

Through Sandisk SPARK, our unified learning ecosystem, employees are empowered to take ownership of their development through personalized, on-demand learning journeys that build critical skills, expand capabilities, and support career growth.

Sandisk SPARK combines self-directed learning, curated development pathways, and assigned training to foster a culture of continuous learning and adaptability.

Our commitment to development is further reinforced through a performance-based philosophy, which connects individual goals, ongoing feedback, and performance outcomes.

Employees receive transparent, actionable feedback that helps them build strengths, accelerate growth, and navigate their careers with confidence.

Beyond professional development, Sandisk invests in the future readiness of our workforce through targeted upskilling and reskilling initiatives, particularly within our manufacturing and technical organizations.

Through hands-on training and workshops, we help employees develop the skills needed to thrive in a rapidly changing industry and contribute to Sandisk’s long-term innovation and success.

These offerings are informed by third-party market benchmarking, as well as employee feedback gathered through focus groups and surveys, allowing us to align with employee expectations while providing clear leveling and pathways for advancement.

Together, these programs empower employees to make informed choices that support their personal and professional goals.

Sandisk is committed to maintaining safe and healthy work environments across all our operations.

We provide comprehensive health and safety resources and training for all employees, with additional specialized training for those in manufacturing and operational roles.

Managing health and safety through standardized processes and integrated systems enables us to monitor performance and take actions to promote a safe, productive, and well-managed organization where the health and safety of our employees remain a top priority.

We recognize that sustainability is a strategic driver of long-term business success.

Integrating responsible business practices into our operations and decision-making strengthens our ability to manage risk, drive innovation, improve efficiency, and create lasting value for our stakeholders.

Our commitment to operating responsibly underlies how we support our people, steward natural resources, engage with our communities, and conduct business with integrity.

Sustainability is embedded in both our day-to-day operations and long-term business strategy.

Through initiatives that foster a high-performing workplace, optimize the use of materials and energy, strengthen supply chain resilience, and uphold ethics and compliance policies and practices for our global operations, we enhance our competitiveness and deliver positive environmental and social outcomes.

We know that aligning sustainability with our business objectives, ensures a more resilient, responsible, and successful company for the future.

Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology.

We hold a strong position in the Consumer end market and have significant consumer brands and franchises globally, with valuable patent portfolios containing approximately 7,900 granted patents and approximately 3,200 pending patent applications worldwide.

- *Innovation and Cost Leadership*: We continue to innovate and develop advanced technologies across platforms to deliver timely new products and solutions to meet growing demands for scale, performance and cost efficiency in the market.

While substantially all of our flash memory supply utilized for our products are purchased from these ventures, from time to time we also purchase flash memory from other flash manufacturers.

SDSS is 20% owned by Sandisk and 80% owned by JCET Management Co., Ltd. We believe the use of our in-house assembly and test facilities and manufacturing partners provide flexibility and give us access to increased production capacity.

Flash Ventures will begin flash-based manufacturing operations at an eighth facility in Japan in calendar year 2025.

Absent further extensions as mutually agreed between us and Kioxia, Flash Partners Ltd. and Flash Alliance Ltd. are currently set to expire on December 31, 2029, and Flash Forward Ltd. is currently set to expire on December 31, 2034.

From time to time, we also purchase flash memory wafers from other flash manufacturers.

For 2023, one customer accounted for 15% of our net revenue.

We continue to evolve our approach to community and connection in the workplace through innovative, employee-led groups that reflect the variety of identities, interests, and aspirations of our people.

While our Employee Resource Groups remain a cornerstone in celebrating the unique backgrounds and experiences of our employees, we are expanding the scope of these communities to include shared interests, hobbies, and areas of personal and professional growth.

These evolving employee-led communities create meaningful opportunities for connection, learning, and engagement, enabling employees to bring their whole selves to work and contribute creatively to our culture.

We believe in supporting our people through learning and development opportunities and our pay-for-performance philosophy.

To help our employees reach their full potential, we aim to cultivate an environment that encourages learning, development, and career growth.

Our performance framework includes developing goals collaboratively through transparent and actionable feedback through regular performance discussions.

Our new on-demand learning management system offers learning activities and tools to help employees chart their career journey and track their progress.

We also provide upskilling and reskilling opportunities to our factory employees through on-the-job training, technical classes, workshops, and partnerships with universities and colleges.

We believe that ongoing engagement is key to retention and prioritize these efforts by listening to and identifying opportunities to strengthen employee engagement, while influencing our overall strategy.

As part of this commitment, we solicit feedback through a variety of methods, including engagement surveys, which are a valuable tool to capture employee sentiment and identify clear, actionable ways to improve the employee experience.

We offer a modern Total Rewards strategy that goes beyond traditional compensation by incorporating employee choice, creativity, and ongoing feedback.

These are informed by annual benchmarking that uses third-party market data, as well as proactive engagement with our employees through focus groups, listening sessions, and surveys.

This ongoing dialogue helps us identify new opportunities and tailor offerings that align with employee priorities and expectations.

We are committed to creating a safe work environment everywhere we operate.

We provide extensive health and safety resources and training to all our employees, including additional training to those who work in manufacturing and operations through an integrated system to manage health and safety standards at our facilities.

We believe responsible and sustainable business practices support our long-term success.

As a company, we strive to protect and support our people, our environment and our communities.

This commitment to better is why we support sustainability-focused initiatives to minimize our impacts in day-to-day operations and in our long-term strategic plans.

Initiatives range from fostering an inclusive workplace, continuously improving the efficient use of materials and energy, active and mindful management of our supply chain, and impactful, globally integrated ethics and compliance programs.

For the fiscal year ended [removed: June 27, 2025][added: July 3, 2026]

Yes [removed: ¨ No] ý [added: No ¨]

As of the close of business on August [removed: 13, 2025, 145,805,548] [added: 7, 2026, 146,419,001] shares of common stock, par value $0.01 per share, were outstanding.

The information required by Part III of this Report incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days after the end of the [removed: 2025] [added: 2026] fiscal year.

| Item 1. | | | Business | | | [removed: [5](#i77e60aca84bd480eb8dce34c6546d442_1099511629030)] [added: [5](#ia9edf1527e7c49eabe2559a1e017a94c_16)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [12](#i77e60aca84bd480eb8dce34c6546d442_121)] [added: [13](#ia9edf1527e7c49eabe2559a1e017a94c_19)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [36](#i77e60aca84bd480eb8dce34c6546d442_1099511629063)] [added: [34](#ia9edf1527e7c49eabe2559a1e017a94c_22)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [37](#i77e60aca84bd480eb8dce34c6546d442_1233)] [added: [35](#ia9edf1527e7c49eabe2559a1e017a94c_25)] | | |

| Item 2. | | | Properties | | | [removed: [39](#i77e60aca84bd480eb8dce34c6546d442_1099511629088)] [added: [37](#ia9edf1527e7c49eabe2559a1e017a94c_28)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [40](#i77e60aca84bd480eb8dce34c6546d442_118)] [added: [38](#ia9edf1527e7c49eabe2559a1e017a94c_31)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [41](#i77e60aca84bd480eb8dce34c6546d442_1099511629106)] [added: [39](#ia9edf1527e7c49eabe2559a1e017a94c_34)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [42](#i77e60aca84bd480eb8dce34c6546d442_1099511629176)] [added: [40](#ia9edf1527e7c49eabe2559a1e017a94c_40)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [44](#i77e60aca84bd480eb8dce34c6546d442_1099511629193)] [added: [42](#ia9edf1527e7c49eabe2559a1e017a94c_43)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [45](#i77e60aca84bd480eb8dce34c6546d442_94)] [added: [43](#ia9edf1527e7c49eabe2559a1e017a94c_46)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [56](#i77e60aca84bd480eb8dce34c6546d442_109)] [added: [54](#ia9edf1527e7c49eabe2559a1e017a94c_61)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [57](#i77e60aca84bd480eb8dce34c6546d442_16)] [added: [55](#ia9edf1527e7c49eabe2559a1e017a94c_64)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [101](#i77e60aca84bd480eb8dce34c6546d442_1099511629212)] [added: [102](#ia9edf1527e7c49eabe2559a1e017a94c_145)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [101](#i77e60aca84bd480eb8dce34c6546d442_1099511629296)] [added: [102](#ia9edf1527e7c49eabe2559a1e017a94c_148)] | | |

| Item 9B. | | | Other Information | | | [removed: [101](#i77e60aca84bd480eb8dce34c6546d442_124)] [added: [102](#ia9edf1527e7c49eabe2559a1e017a94c_151)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [101](#i77e60aca84bd480eb8dce34c6546d442_1099511629324)] [added: [103](#ia9edf1527e7c49eabe2559a1e017a94c_154)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [102](#i77e60aca84bd480eb8dce34c6546d442_1099511629310)] [added: [104](#ia9edf1527e7c49eabe2559a1e017a94c_160)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [102](#i77e60aca84bd480eb8dce34c6546d442_1099511629246)] [added: [104](#ia9edf1527e7c49eabe2559a1e017a94c_163)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [102](#i77e60aca84bd480eb8dce34c6546d442_1099511629282)] [added: [104](#ia9edf1527e7c49eabe2559a1e017a94c_166)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [102](#i77e60aca84bd480eb8dce34c6546d442_112)] [added: [104](#ia9edf1527e7c49eabe2559a1e017a94c_169)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [102](#i77e60aca84bd480eb8dce34c6546d442_1099511629348)] [added: [104](#ia9edf1527e7c49eabe2559a1e017a94c_172)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [103](#i77e60aca84bd480eb8dce34c6546d442_127)] [added: [105](#ia9edf1527e7c49eabe2559a1e017a94c_178)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [105](#i77e60aca84bd480eb8dce34c6546d442_1099511629389)] [added: [107](#ia9edf1527e7c49eabe2559a1e017a94c_181)] | | |

Unless otherwise [removed: indicated,] [added: indicated or the context requires,] references herein to specific years and quarters are to our fiscal years and fiscal quarters, and references to financial information are on a consolidated basis.

These forward-looking statements [removed: include] [added: include,] but are not limited to, statements regarding Sandisk Corporation’s (the “Company’s”) expectations related to [removed: operating as an independent company,] its product and technology [removed: developments] [added: developments, technology transitions, AI-related market opportunities, strategic relationships, including Flash Ventures] and [added: Kioxia, long-term customer agreements, supply, inventory and capacity management, capital allocation initiatives, including share repurchases, and] all statements regarding the Company’s expected future position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the use of forward-looking words, such as “may,” “will,” “could,” “would,” “should,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “approximate,” “intend,” “target” and the like, or the use of [added: the] future tense of these or similar words.

Statements contained herein concerning the Company’s expectations related to operating as an independent company, outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, or other financial items, products or [removed: services] [added: service] line growth of the Company, and predicted market outcomes, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of the Company based upon currently available information.

You are urged to carefully review the disclosures we make concerning [added: material] risks and other factors that may affect the outcome of our forward-looking statements and our business and operating results, including those made in Part I, Item 1A.

| ☒ | | | ☐ | | | ☐ | | | ☐ | | | ☐ | | |

The aggregate market value of voting stock held by non-affiliates of the registrant as of January 2, 2026, the last business day of Sandisk Corporation’s most recently completed second fiscal quarter, was $40.5 billion, based on the closing sale price as reported in the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SNDK”.

| ☐ | | | ☐ | | | ☒ | | | ☐ | | | ☐ | | |

The aggregate value of voting stock held by non-affiliates of the registrant as of December 27, 2024 was $0.

As of December 27, 2024, the last business day of Sandisk Corporation’s most recently completed second fiscal quarter, there was no established public market for the registrant’s common stock, par value $0.01 per share.

The registrant’s common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SDNK” on February 24, 2025.

Our cybersecurity strategy is designed to be dynamic and adaptive to combat the rapidly-evolving cybersecurity threat landscape and is influenced by commonly leveraged frameworks such as the NIST-CSF (National Institute of [removed: Standard] [added: Standards] and [removed: Technologies] [added: Technology] – [removed: Cyber Security] [added: Cybersecurity] Framework).

Our dedicated 24x7 Security Operations Center incorporates specialized systems and processes for handling [removed: security] [added: cybersecurity] incidents into its regular work and operates a robust, modern security infrastructure with appropriate security sensors and event monitoring capabilities.

Additionally, we have established a [removed: Cyber] [added: Cybersecurity] Incident Response Plan that follows the structure of the Incident Handling Guide published by the U.S. National Institute of Standards and Technology (SP [removed: 800-61r2)] [added: 800-61r3)] and that serves as an operational guide for handling cybersecurity incidents at Sandisk.

Our [removed: Cyber] [added: Cybersecurity] Incident Response Plan provides procedural and strategic guidance that is designed to be flexible enough to apply to a variety of different incidents, but also specific enough to provide guidelines for incident prevention, detection, analysis, escalation and notification, and containment, eradication and recovery.

As part of our ongoing information security program, the Company [added: periodically] utilizes [removed: periodic] independent third-party experts to conduct assessments of our program’s effectiveness.

Further details about the cybersecurity risks we face are described under “The compromise, damage or interruption of our technology infrastructure, [removed: information] systems or products by cybersecurity incidents, data security breaches, other security problems, design [removed: defects, information] [added: defects or] system failures [removed: or other events] could have a material negative impact on our business” in Part I, Item 1A., *Risk Factors* of this Annual Report on Form 10-K.

Our management team is charged with managing cybersecurity risk and identifying material cybersecurity risk exposures to our company and carries out this function primarily through our Information Security organization, which is led by our Chief Information Security Officer (“CISO”) who has [removed: a CISO executive certification from the Heinz College at Carnegie Mellon University, a bachelor’s degree in Electrical Engineering,] over [removed: a decade] [added: 25 years] of [added: experience managing global] information [removed: security leadership,] [added: technology] and [removed: over twenty years] [added: cybersecurity operations, having served in executive roles up to Chief Information Officer, and holding multiple industry-recognized certifications such as Certified Information Systems Security Professional and Certificate] of [removed: consolidated IT leadership experience.][added: Cloud Security Knowledge, as well as a certificate from the Stanford Advanced Cybersecurity Program.]

Additionally, our [removed: Cyber] [added: Cybersecurity] Incident Response Plan discussed above calls for the establishment of [removed: a management] [added: an] Impact Assessment Committee, which consists of [removed: key] [added: members of executive] leadership [removed: representatives from the organization] and is convened on an ad hoc basis to assess the detailed business impact of a cybersecurity incident.

Our CISO reports to our Chief Information Officer, who has more than 25 years of experience in information technology.

The Impact Assessment Committee is led by our Chief Information Security Officer and includes members of the executive leadership team.

During a cybersecurity incident, the Impact Assessment Committee receives incident updates to support strategic decision-making regarding the Company’s response, with a focus on prioritizing safe, secure, and efficient business continuity or restoration of services, as appropriate.

The Impact Assessment Committee is led by our Chief Information Security Officer and includes key representatives from the Company’s functional groups, including human resources, ethics and compliance, labor, privacy, internal audit, finance, communications, legal, risk and accounting.

The Impact Assessment Committee receives updates and communications from the Security Operations Center on a fixed cadence determined by incident severity and follows our pre-established escalation framework to communicate with and include executive leadership, outside counsel and the Board of Directors, as appropriate.

Our principal manufacturing, research and development (“R&D”), marketing and administrative facilities as of the date of this [removed: information statement] [added: Annual Report on Form 10-K] were as follows:

| Bangalore | | | | | | Owned and Leased | | | | | | [removed: 37,000] [added: 108,000] | | | | | | Flash R&D and administrative | | |

[removed: Substantially all] [added: All] of our flash-based memory wafers are manufactured by the Flash Ventures in [removed: purpose-built,] [added: purpose-built] wafer fabrication [removed: facilities,] [added: facilities] that [removed: they] [added: the Flash Ventures] lease, located in Yokkaichi and Kitakami, Japan.

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol [removed: “SDNK”.][added: “SNDK”.]

The approximate number of holders of record of our common stock as of August [removed: 13, 2025] [added: 7, 2026] was [removed: 685.][added: 647.]

The following graph compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 Index and the PHLX Semiconductor Sector [removed: (SOX)] [added: (“SOX”)] Index for the year ended [removed: June 27, 2025.][added: July 3, 2026.]

The graph assumes that $100 was invested in our common stock, and the comparative indices, on February 12, 2025 (the date that the Company’s stock began [added: trading] on a “when-issued” basis), and that all dividends were reinvested.

[removed: ][added: ]

| | | | February 12, 2025 | | | | | | June 27, 2025 | | | [added: | | | July 3, 2026 | | |]

| Sandisk Corporation | | | $ | 100.00 | | | | | $ | 130.97 | | [added: | | | $ | 4,847.22 | |]

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 101.49 | | [added: | | | $ | 125.80 | |]

| PHLX Semiconductor Sector (SOX) Index | | | $ | 100.00 | | | | | $ | 108.01 | | [added: | | | $ | 250.79 | |]

Issuer Purchases of Equity Securities

The following table provides information about our repurchases of common stock during the quarter ended July 3, 2026:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | Total Number of Shares Purchased As Part of Publicly Announced Program(2) | | | | | | Maximum Value of Shares that May Yet be Purchased Under the Program(2) (millions) | | |

| Apr. 4, 2026 - May 1, 2026 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| May 2, 2026 - May 29, 2026 | | | 1,717,407 | | | | | | 1,419.00 | | | | | | 1,717,407 | | | | | | $ | 3,569.19 | |

| May 30, 2026 - Jul. 3, 2026 | | | 1,118,868 | | | | | | 1,877.00 | | | | | | 1,118,868 | | | | | | $ | 1,462.78 | |

| Total for quarter ended Jul. 3, 2026 | | | 2,836,275 | | | | | | $ | 1,600.00 | | | | | 2,836,275 | | | | | | | | |

(1) Includes commissions.(2) On April 30, 2026, we announced that our Board of Directors approved a share repurchase program for the repurchase of up to $6.0 billion of our common stock and on August 5, 2026, we announced that our Board of Directors approved an additional share repurchase program for the repurchase of up to $14.0 billion of our common stock (each, a “share repurchase program”).

There is no expiration date for the share repurchase program.

Repurchases under the share repurchase program may be made in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan.

We expect share repurchases to be funded by operating cash flows.

The amount and timing of share repurchases will depend on market conditions and other relevant factors.

The Company may suspend or discontinue the share repurchase program at any time.

Restricted Stock Unit Share Withholding

We withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of restricted stock unit awards under our employee equity incentive program.

During fiscal year 2026, we withheld approximately 1.0 million shares for a total value of $0.6 billion through net share settlements.

Refer to Part II, Item 8, Note 12, *Shareholders’ Equity* of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We currently intend to retain all available funds and future earnings, if any, for the operation of our business and to strengthen our financial position and flexibility.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 185) | | | [removed: [58](#i77e60aca84bd480eb8dce34c6546d442_1709)] [added: [56](#ia9edf1527e7c49eabe2559a1e017a94c_67)] | | |

| Consolidated Balance Sheets — As of [added: July 3, 2026 and] June 27, 2025 [removed: and June 28, 2024] | | | [removed: [60](#i77e60aca84bd480eb8dce34c6546d442_19)] [added: [58](#ia9edf1527e7c49eabe2559a1e017a94c_70)] | | |

| Consolidated Statements of Operations — Three Years Ended [added: July 3, 2026,] June 27, [removed: 2025] [added: 2025, and June 28, 2024] | | | [removed: [61](#i77e60aca84bd480eb8dce34c6546d442_22)] [added: [59](#ia9edf1527e7c49eabe2559a1e017a94c_73)] | | |

| Consolidated Statements of Comprehensive Loss — Three Years Ended [added: July 3, 2026,] June 27, [removed: 2025] [added: 2025, and June 28, 2024] | | | [removed: [62](#i77e60aca84bd480eb8dce34c6546d442_25)] [added: [60](#ia9edf1527e7c49eabe2559a1e017a94c_76)] | | |

| Consolidated Statements of Cash Flows — Three Years Ended [added: July 3, 2026,] June 27, [removed: 2025] [added: 2025, and June 28, 2024] | | | [removed: [63](#i77e60aca84bd480eb8dce34c6546d442_28)] [added: [61](#ia9edf1527e7c49eabe2559a1e017a94c_79)] | | |

| Consolidated Statements of [removed: Shareholders'] [added: Shareholders’] Equity — Three Years Ended [added: July 3, 2026,] June 27, [removed: 2025] [added: 2025, and June 28, 2024] | | | [removed: [64](#i77e60aca84bd480eb8dce34c6546d442_31)] [added: [62](#ia9edf1527e7c49eabe2559a1e017a94c_82)] | | |

[removed: | Notes to Consolidated Financial Statements | | | [65](#i77e60aca84bd480eb8dce34c6546d442_34) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

To the Shareholders and [added: the] Board of Directors

[removed: *Opinion on the] [added: | Notes to] Consolidated Financial [removed: Statements*][added: Statements | | | [63](#ia9edf1527e7c49eabe2559a1e017a94c_85) | | |]

We have audited the accompanying consolidated balance sheets of Sandisk Corporation and subsidiaries (the Company) as of [removed: June 27, 2025] [added: July 3, 2026] and June [removed: 28, 2024,] [added: 27, 2025,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the [removed: fiscal] years in the three-year period ended [removed: June 27, 2025,] [added: July 3, 2026,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements [added: referred to above] present fairly, in all material respects, the financial position of the Company as of [removed: June 27, 2025] [added: July 3, 2026] and June [removed: 28, 2024,] [added: 27, 2025,] and the results of its operations and its cash flows for each of the [removed: fiscal] years in the three-year period ended [removed: June 27, 2025,] [added: July 3, 2026,] in conformity with U.S. generally accepted accounting principles.

*Basis for [removed: Opinion*][added: Opinions*]

Our responsibility is to express an opinion on [removed: these] [added: the Company’s] consolidated financial statements [added: and an opinion on the Company’s internal control over financial reporting] based on our [removed: audit.][added: audits.]

We conducted our [removed: audit] [added: audits] in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or [removed: fraud.][added: fraud, and whether effective internal control over financial reporting was maintained in all material respects.]

Our [removed: audit] [added: audits of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our [removed: audit] [added: audits] also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our [removed: audit provides] [added: audits provide] a reasonable basis for our [removed: opinion.][added: opinions.]

[removed: For sales] [added: The amount of consideration] to [removed: resellers,] [added: be earned by] the [removed: Company’s methodology for estimating variable consideration] [added: reseller] is based on [removed: several factors, including] historical pricing information, current pricing [removed: trends,] [added: trends] and channel inventory levels.

[removed: SANDISK CORPORATION CONSOLIDATED] [added: CONSOLIDATED] BALANCE SHEETS

| | | | [added: July 3, 2026 | | | | | |] June 27, 2025 | | | | | | June 28, 2024 | | |

| Cash and cash equivalents | | | $ | [removed: 1,481] [added: 4,762] | | | | | $ | [removed: 328] [added: 1,481] | |

| Accounts receivable, net | | | [removed: 1,068] [added: 4,708] | | | | | | [removed: 935] [added: 1,068] | | |

| Inventories | | | [removed: 2,079] [added: 2,698] | | | | | | [removed: 1,955] [added: 2,079] | | |

| Income tax receivable | | | [removed: 66] [added: 22] | | | | | | [removed: 7] [added: 66] | | |

| Other current assets | | | [removed: 392] [added: 590] | | | | | | [removed: 221] [added: 392] | | |

| [added: Repayments of principal on] Notes due [removed: from] [added: to] Western Digital Corporation | | | — | | | | | | [removed: 102] [added: (76)] | | | [added: | | | (102) | | |]

| Total current assets | | | [removed: 5,086] [added: 12,780] | | | | | | [removed: 3,548] [added: 5,086] | | |

| Property, plant and equipment, net | | | [removed: 619] [added: 674] | | | | | | [removed: 791] [added: 619] | | |

| Notes receivable and investments in Flash Ventures | | | [removed: 654] [added: 678] | | | | | | [removed: 1,001] [added: 654] | | |

| Goodwill | | | [removed: 4,999] [added: 4,994] | | | | | | [removed: 7,207] [added: 4,999] | | |

| Deferred tax assets | | | [removed: 58] [added: 66] | | | | | | [removed: 96] [added: 58] | | |

| Income tax receivable, non-current | | | [removed: 80] [added: 169] | | | | | | [removed: 11] [added: 80] | | |

| Other non-current assets | | | [removed: 1,489] [added: 1,369] | | | | | | [removed: 852] [added: 1,489] | | |

| Total assets | | | $ | [removed: 12,985] [added: 22,507] | | | | | $ | [removed: 13,506] [added: 12,985] | |

| Accounts payable | | | $ | [removed: 366] [added: 516] | | | | | $ | [removed: 357] [added: 366] | |

| Accounts payable to related parties | | | [removed: 400] [added: 460] | | | | | | [removed: 313] [added: 400] | | |

| Accrued expenses | | | [removed: 425] [added: 10] | | | | | | [removed: 424] [added: (1)] | | | [added: | | | (30) | | |]

| Accrued compensation | | | [removed: 173] [added: 657] | | | | | | [removed: 195] [added: 173] | | |

| [removed: Notes] [added: Interest expense on notes] due to Western Digital Corporation | | | — | | | | | | [removed: 814] [added: 7] | | | [added: | | | 6 | | |]

*Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting*

We also have audited the Company’s internal control over financial reporting as of July 3, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 3, 2026 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

*Definition and Limitations of Internal Control Over Financial Reporting*

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

*Sufficiency of audit evidence over revenue, net*

As discussed in Note 1 to the consolidated financial statements, substantially all of the Company’s revenue is derived from the sale of tangible products for which the performance obligations are satisfied at a point in time, generally upon delivery in accordance with the shipping terms of the arrangement.

The Company’s processing and recording revenue is reliant upon the Company’s information technology (IT) system.

The Company recorded revenue, net, of $20,248 million for the year ended July 3, 2026.

We identified the evaluation of the sufficiency of audit evidence over revenue, net, as a critical audit matter.

Evaluating the sufficiency of audit evidence required subjective auditor judgment due to the highly automated nature to capture and process revenue data throughout various IT applications.

Involvement of IT professionals with specialized skills and knowledge were required to evaluate the nature and extent of evidence obtained over revenue, net.

We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, net.

For revenue, net, we involved IT professionals with specialized skills and knowledge, who assisted in evaluating the design and tested the operating effectiveness of certain general IT and application controls related to the Company’s automated revenue recognition process, including recording of revenue.

We performed a software-assisted data analysis to test relationships among certain revenue transactions.

In addition, for a sample of revenue transactions, we compared the amounts recognized for consistency with underlying documentation, such as contracts, shipping documents, or other third-party evidence.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG LLP

Santa Clara, California

| Marketable equity securities | | | 1,777 | | | | | | — | | |

| Refund liabilities | | | 1,500 | | | | | | 126 | | |

| Contract liabilities | | | 849 | | | | | | 25 | | |

| Income tax payable, current | | | 1,286 | | | | | | 43 | | |

| Non-current contract liabilities | | | 393 | | | | | | — | | |

| Other liabilities | | | 378 | | | | | | 365 | | |

| Treasury stock | | | (4,537) | | | | | | — | | |

| Loss on debt extinguishment | | | 46 | | | | | | — | | | | | | — | | |

| Gain (loss) on equity securities, net | | | 808 | | | | | | (2) | | | | | | 1 | | |

| Diluted | | | $ | 73.76 | | | | | $ | (11.32) | | | | | $ | (4.63) | |

| Diluted | | | 155 | | | | | | 145 | | | | | | 145 | | |

| (Gain) loss on equity securities, net | | | (808) | | | | | | 2 | | | | | | (1) | | |

| Loss on debt extinguishment | | | 46 | | | | | | — | | | | | | — | | |

| Refund liability | | | 1,374 | | | | | | 25 | | | | | | (38) | | |

| Contract liabilities | | | 1,217 | | | | | | (11) | | | | | | 17 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

These consolidated financial statements are the responsibility of the Company’s management.

*Assessment of variable consideration for sales to resellers*

As discussed in Note 1 to the consolidated financial statements, the Company provides resellers with price protection for inventories held by resellers at the time of published list price reductions and other sales incentive programs.

The Company records estimated variable consideration related to these items as a reduction to revenue at the time of revenue recognition.

The Company uses judgment in its assessment of variable consideration in contracts to be included in the transaction price.

We identified the assessment of variable consideration for sales to resellers as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate the Company’s assumptions for historical pricing information and the level of channel inventory used to estimate variable consideration for sales to resellers as minor changes in these assumptions could cause significant changes in the estimate.

To assess the reasonableness of the estimated variable consideration for sales to resellers, we developed an independent expectation of the variable consideration for sales to resellers based on historically recorded payments and issued credits and then compared our expectation to the estimated variable consideration recorded.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | |  | | | | | | | | |

Irvine, California

August 20, 2025

| Income tax payables | | | 43 | | | | | | 20 | | |

| Other liabilities | | | 496 | | | | | | 286 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Asset Impairment | | | — | | | | | | 4 | | | | | | 1 | | |

| Non-cash portion of impairment of cost method investments | | | 1 | | | | | | — | | | | | | — | | |

| Gain on sale of investments | | | — | | | | | | (1) | | | | | | (3) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at July 01, 2022 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (407) | | | | | $ | 13,384 | | | | | $ | 12,977 | |

Sandisk Corporation (“Sandisk, or ” the “Company”) is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology.

The Company’s significant accounting policies are summarized below.

The accompanying Consolidated Financial Statements were prepared based upon WDC’s historical consolidated financial statements and accounting records.

Intercompany transactions were eliminated.

Fiscal year 2026 will be comprised of 52 weeks and end on July 3, 2026.

The Company uses qualitative factors to determine whether goodwill is more-likely-than-not impaired and whether a quantitative test for impairment is considered necessary.

Revenue and Accounts Receivable

For sales to resellers, the Company’s methodology for estimating variable consideration is based on several factors including historical pricing information, current pricing trends and channel inventory levels.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands segment reporting requirements, primarily through enhanced disclosures surrounding significant segment expenses.

This ASU expands on existing segment reporting requirements to require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity’s CODM, a description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources.

The Company adopted the guidance retrospectively in the fourth quarter of fiscal 2025.

The Company is currently compiling the information required for these disclosures.

The Company expects to provide any required disclosures at that time.

| Cloud | | | $ | 960 | | | | | $ | 325 | | | | | $ | 500 | |

| Client | | | 4,127 | | | | | | 4,069 | | | | | | 3,637 | | |

[removed: *Internal] [added: *Management’s Report on Internal] Control over Financial Reporting*

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report on Form 10‑K.

KPMG LLP, our independent registered public accounting firm, which audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, has issued an audit report on our internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm herein.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Due to a transition period established by SEC rules applicable to newly public companies, this Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm.

Due to a transition period established by SEC rules applicable to newly public companies, our management is not required to evaluate the effectiveness of our internal control over financial reporting until after the filing of our Annual Report on Form 10-K for the year ended June 27, 2025.

As a result, this Annual Report on Form 10-K does not address whether there have been any changes in our internal control over financial reporting.

Other than as set forth below, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted during our last fiscal quarter trading arrangements for the purchase or sale of securities of Sandisk Corporation that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Plan”):

- Alper Ilkbahar, Executive Vice President, Chief Technology Officer of the Company, terminated a Rule 10b5-1 Plan on May 21, 2026, which was initially adopted on February 27, 2026.

As of the date of termination of the Rule 10b5-1 Trading Plan, no shares of common stock had been sold under this Rule 10b5-1 Plan.

For additional details about the material terms of this arrangement, refer to the description under the heading “Insider Trading Arrangements” contained in Part II, Item 5.

Other Information of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which is incorporated herein by reference.

- Luis Visoso, Chief Financial Officer of the Company, adopted a Rule 10b5-1 Plan on May 22, 2026.

The maximum amount of shares that may be sold before the plan expires on August 14, 2027, is expected to be up to an aggregate of 11,000 shares of the Company’s common stock.

- David Goeckeler, Chief Executive Officer of the Company, adopted a Rule 10b5-1 Plan on May 29, 2026.

The aggregate number of shares that will be available for sale under his plan is not yet determinable because a portion of the shares will be withheld to satisfy tax withholding obligations at an approximate rate of 45%.

The maximum amount of shares that may be sold before the plan expires on September 30, 2027, is expected to be up to an aggregate of 124,192 shares of the Company’s common stock.

- Alper Ilkbahar, Executive Vice President, Chief Technology Officer of the Company, adopted a Rule 10b5-1 Plan on June 4, 2026.

The maximum amount of shares that may be sold before the plan expires on December 31, 2026, is expected to be up to an aggregate of 6,270 shares of the Company’s common stock.

None.

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the U.S. Securities and Exchange Commission (“SEC”) no later than 120 days after the close of the fiscal year ended [removed: June 27, 2025.][added: July 3, 2026.]

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the fiscal year ended [removed: June 27, 2025.][added: July 3, 2026.]

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the fiscal year ended [removed: June 27, 2025.][added: July 3, 2026.]

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the fiscal year ended [removed: June 27, 2025.][added: July 3, 2026.]

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the fiscal year ended [removed: June 27, 2025.][added: July 3, 2026.]

[added: (2) *Financial Statement Schedules.*] All schedules are omitted as the required information is immaterial, inapplicable or the information is presented in the Consolidated Financial Statements or related Notes.

| [removed: [4](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex42.htm)[.2](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex42.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex42.htm)] | | | | | | Description of Sandisk Corporation’s Capital [removed: Stock†] [added: Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10‑K for the year ended June 27, 2025, filed on August 21, 2025)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex102.htm)] | | | | | | [removed: Transition Services] [added: Tax Matters] Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K dated February 24, 2025)# | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex102.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex103.htm)] | | | | | | [removed: Tax] [added: Employee] Matters Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form 8-K dated February 24, 2025)# | | |

| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex103.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex104.htm)] | | | | | | [removed: Employee Matters] [added: Intellectual Property Cross-License] Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the Company’s Current Report on Form 8-K dated February 24, 2025)# | | |

| [removed: [10.4](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex104.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex105.htm)] | | | | | | [removed: Intellectual Property Cross-License] [added: Transitional Trademark License] Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the Company’s Current Report on Form 8-K dated February 24, 2025)# | | |

| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex105.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex1010.htm)] | | | | | | [removed: Transitional Trademark License Agreement, dated as] [added: Form] of [removed: February 21, 2025, by and between Western Digital Corporation] [added: Indemnification Agreement for Directors] and [removed: Sandisk Corporation] [added: Officers] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.10] to the Company’s Current Report on Form 8-K dated February 24, [removed: 2025)#] [added: 2025)] | | |

| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex107.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex107.htm)] | | | | | | Loan Agreement, dated as of February 21, 2025, by and among Sandisk Corporation, each lender party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K dated February 24, 2025)# | | |

| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex108.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex108.htm)] | | | | | | Security Agreement, dated as of February 21, 2025, by and among Sandisk Corporation, Sandisk Technologies, Inc. and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K dated February 24, 2025)# | | |

| [removed: [10.8](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex109.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex109.htm)] | | | | | | Guaranty Agreement, dated as of February 21, 2025, by and among Sandisk Corporation, Sandisk Technologies, Inc. and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K dated February 24, 2025)# | | |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex107.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex107.htm)] | | | | | | Flash Alliance, Master Agreement dated as of July 7, 2006, by and among SanDisk Corporation, Toshiba Corporation and SanDisk (Ireland) Limited (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [10.10](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex108.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex108.htm)] | | | | | | Operating Agreement of Flash Alliance, Ltd., dated as of July 7, 2006, by and between Toshiba Corporation and SanDisk (Ireland) Limited (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex109.htm)[0.11](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex109.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex109.htm)] | | | | | | Joint Venture Restructure Agreement, dated as of January 29, 2009, by and among SanDisk Corporation, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, Toshiba Corporation, Flash Partners Limited and Flash Alliance Limited (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1010.htm)[0.12](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1010.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1010.htm)] | | | | | | New Y2 Facility Agreement, dated October 20, 2015, by and among SanDisk Corporation, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, SanDisk Flash B.V., Toshiba Corporation, Flash Partners Limited, Flash Alliance Limited and Flash Forward Limited (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1011.htm)[0.13](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1011.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1011.htm)] | | | | | | FAL Commitment and Extension Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Ireland) Limited and Toshiba Memory Corporation (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1012.htm)[0.14](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1012.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1012.htm)] | | | | | | Y6 Facility Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., Flash Forward, Ltd. and Toshiba Memory Corporation (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1013.htm)[0.15](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1013.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1013.htm)] | | | | | | K1 Facility Agreement, dated as of May 15, 2019, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., Flash Forward Ltd., Toshiba Memory Corporation and Toshiba Memory Iwate Corporation (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1014.htm)[0.16](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1014.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1014.htm)] | | | | | | Confidential Settlement and Mutual Release Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Toshiba Corporation and Toshiba Memory Corporation (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1015.htm)[0.17](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1015.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1015.htm)] | | | | | | Flash Forward Master Agreement, dated as of July 13, 2010, by and among, on one side, Toshiba Corporation and, on the other side, SanDisk Corporation, and SanDisk Flash B.V. (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1016.htm)[0.18](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1016.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1016.htm)] | | | | | | Operating Agreement of Flash Forward, Ltd, dated as of March 1, 2011, between Toshiba Corporation and SanDisk Flash B.V. (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1017.htm)[0.19](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1017.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1017.htm)] | | | | | | FFL Commitment and Extension Agreement, dated as of December 12, 2017, by and among Toshiba Memory Corporation, Western Digital Corporation, SanDisk LLC and SanDisk Flash B.V. (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1018.htm)[0.20](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1018.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1018.htm)] | | | | | | FFL Second Commitment and Extension Agreement, dated as of May 15, 2019, by and among Toshiba Memory Corporation, Toshiba Memory Iwate Corporation, Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., and Flash Forward, Ltd. (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1019.htm)[0.21](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1019.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1019.htm)] | | | | | | Flash Partners Master Agreement, dated as of September 10, 2004, by and among Toshiba Corporation, SanDisk Corporation, and SanDisk International Limited. (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1020.htm)[0.22](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1020.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1020.htm)] | | | | | | Operating Agreement of Flash Partners Ltd., dated as of September 10, 2004, by and between Toshiba Corporation and SanDisk International Limited (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1021.htm)[0.23](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1021.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1021.htm)] | | | | | | FPL Commitment and Extension Agreement, dated as of October 20, 2015, by and among Toshiba Corporation, SanDisk Corporation and SanDisk (Cayman) Limited (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1022.htm)[0.24](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1022.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1022.htm)] | | | | | | K2 PH1 Facility Agreement, dated as of June 27, 2024, by and among Kioxia Corporation, Kioxia Iwate Corporation, Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Alliance, Ltd., and Flash Forward, Ltd. (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1023.htm)[0.25](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1023.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1023.htm)] | | | | | | BiCS License & Development Agreement, dated as of March 1, 2011, by and between Toshiba Corporation and SanDisk Corporation (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1024.htm)[0.26](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1024.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1024.htm)] | | | | | | Amended and Restated Joint Memory Development Agreement, dated as of June 27, 2024, by and between Kioxia Corporation and SanDisk LLC (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1025.htm)[0.27](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1025.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1025.htm)] | | | | | | Amended and Restated Equity Purchase Agreement, dated as of September 12, 2024, by and between SanDisk China Limited and JCET Management Co., Ltd. (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024)#] [added: 2024)##] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1029.htm)[29](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1029.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1029.htm)] | | | | | | Sandisk Corporation 2025 Long Term Incentive [removed: Plan†*] [added: Plan (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1027.htm)[30](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1027.htm)] [added: [10.33](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1027.htm)] | | | | | | Form of Restricted Stock Unit Award Agreement - Vice President and Above (Applicable to New Grants Post-Spin-Off) (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form 10, filed on November 25, [removed: 2024) *] [added: 2024)*] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1028.htm)[31](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1028.htm)] [added: [10.34](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1028.htm)] | | | | | | Form of Performance Stock Unit Award Agreement (Applicable to New Grants Post-Spin-Off) (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form 10, filed on November 25, 2024)* | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1029.htm)[32](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1029.htm)] [added: [10.35](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1029.htm)] | | | | | | Form of Assumed and Converted Fiscal 2022, 2023 & 2024 Restricted Stock Unit Award Agreement - VP and Above (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form 10, filed on November 29, 2024) | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1030.htm)[33](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1030.htm)] [added: [10.36](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1030.htm)] | | | | | | Form of Assumed and Converted Fiscal 2025 Restricted Stock Unit Award Agreement - VP and Above (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form 10, filed on November 25, 2024)* | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1031.htm)[34](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1031.htm)] [added: [10.37](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1031.htm)] | | | | | | Form of Assumed and Converted Fiscal 2023 Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form 10, filed on November 25, 2024)* | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1032.htm)[35](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1032.htm)] [added: [10.38](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1032.htm)] | | | | | | Form of Assumed and Converted Fiscal 2024 Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form 10, filed on November 25, 2024)* | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1033.htm)[36](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1033.htm)] [added: [10.39](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1033.htm)] | | | | | | Form of Assumed and Converted Fiscal 2025 Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form 10, filed on November 25, 2024)* | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1037.htm)[0.](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1037.htm)[37](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1037.htm)] [added: [10.40](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1037.htm)] | | | | | | Form of Launch Performance Stock Unit Award [removed: Agreement†*] [added: Agreement (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1034.htm)[0.38](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1034.htm)] [added: [10.41](https://www.sec.gov/Archives/edgar/data/2023554/000119312524264578/d835366dex1034.htm)] | | | | | | Form of Non-Employee Director Restricted Stock Unit Program (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form 10, filed on November 25, 2024) | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1039.htm)[0.39](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1039.htm)] [added: [10.42](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1039.htm)] | | | | | | Sandisk Corporation Deferred Compensation [removed: Plan†*] [added: Plan (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*] | | |

| [10.26](https://www.sec.gov/Archives/edgar/data/2023554/000162828026004407/ex101agreementtoenhancecol.htm) | | | | | | Agreement to Enhance Collaboration, dated as of January 29, 2026, by and among Kioxia Corporation, Sandisk Corporation, Sandisk Technologies, Inc., SanDisk LLC, SanDisk (Ireland) Limited and SanDisk (Cayman) Limited (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on January 30, 2026) | | |

| [10.27](https://www.sec.gov/Archives/edgar/data/2023554/000162828026004407/ex102falsecondextensionagr.htm) | | | | | | FAL Second Commitment and Extension Agreement, dated as of January 29, 2026, by and among Kioxia Corporation, Sandisk Corporation, SanDisk LLC and SanDisk (Ireland) Limited (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on January 30, 2026) | | |

| [10.28](https://www.sec.gov/Archives/edgar/data/2023554/000162828026004407/ex103fplsecondextensionagr.htm) | | | | | | FPL Second Commitment and Extension Agreement, dated as of January 29, 2026, by and among Kioxia Corporation, Sandisk Corporation, SanDisk LLC and SanDisk (Cayman) Limited (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on January 30, 2026) | | |

| [10.30](https://www.sec.gov/Archives/edgar/data/2023554/000162828025050698/sndkq1fy26ex101.htm) | | | | | | Amendment No.1, dated as of September 27, 2025, to the Amended and Restated Equity Purchase Agreement, dated as of September 12, 2024, by and between SanDisk China Limited and JCET Management Co., Ltd. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on November 7, 2025) | | |

| [10.44](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1041.htm) | | | | | | Sandisk Corporation Executive Severance Plan (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)* | | |

| [10.48](https://www.sec.gov/Archives/edgar/data/2023554/000119312526122705/d136592dex101.htm) | | | | | | Private Placement Subscription Agreement, dated as of March 25, 2026, by and between Sandisk Technologies, Inc. and Nanya Technology Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on March 25, 2026) | | |

(2) *Financial Statement Schedules.*

| [1](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex1010.htm)[0.28](https://www.sec.gov/Archives/edgar/data/2023554/000119312525033433/d849281dex1010.htm) | | | | | | Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K dated February 24, 2025) | | |

| [1](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1041.htm)[0.41](https://www.sec.gov/Archives/edgar/data/2023554/000202355425000034/sndkq4fy25ex1041.htm) | | | | | | Sandisk Executive Severance Plan†* | | |

Dated: August [removed: 20, 2025][added: 17, 2026]

| /s/ David V. Goeckeler | | | | | | Chief Executive Officer, Director (Principal Executive Officer) | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Luis F. Visoso | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Michael R. Pokorny | | | | | | Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Richard B. Cassidy II | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Thomas Caulfield | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Devinder Kumar | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Necip Sayiner | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Ellyn J. Shook | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Miyuki Suzuki | | | | | | Director | | | | | | August [removed: 20, 2025] [added: 17, 2026] | | |

| /s/ Alexander R. Bradley | | | | | | Director | | | | | | August 17, 2026 | | |

| Alexander R. Bradley | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Kimerly E. Alexy | | | | | | Director | | | | | | August 20, 2025 | | |

| Kimerly E. Alexy | | | | | | | | | | | | | | |

| /s/ Matthew E. Massengill | | | | | | Director | | | | | | August 20, 2025 | | |

| Matthew E. Massengill | | | | | | | | | | | | | | |