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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2024

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42420

Sandisk Corporation

(Exact name of registrant as specified in its charter)

			Delaware												99-1508671
			(State or other jurisdiction of incorporation or organization)												(I.R.S. Employer Identification No.)
			951 Sandisk Drive			Milpitas			California						95035
			(Address of principal executive offices)												(Zip Code)

(408) 801-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share			SNDK			The Nasdaq Stock Market LLC
						(Nasdaq Global Select Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			Accelerated filer			Non-accelerated filer			Smaller reporting company			Emerging growth company
☐			☐			☒			☐			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of the close of business on February 27, 2025, 114,863,251 shares of common stock, par value $0.01 per share, were outstanding.

SANDISK CORPORATION

INDEX

						PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1.			Condensed Combined Financial Statements (unaudited)
			Condensed Combined Balance Sheets — As of December 27, 2024 and June 28, 2024			4
			Condensed Combined Statements of Operations — Three and Six Months Ended December 27, 2024 and December 29, 2023			5
			Condensed Combined Statements of Comprehensive Income (Loss) — Three and Six Months Ended December 27, 2024 and December 29, 2023			6
			Condensed Combined Statements of Cash Flows — Six Months Ended December 27, 2024 and December 29, 2023			7
			Condensed Combined Statements of Changes in Parent Company Net Investment — Three and Six Months Ended December 27, 2024 and December 29, 2023			8
			Notes to Condensed Combined Financial Statements			9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			40
Item 4.			Controls and Procedures			40
PART II. OTHER INFORMATION
Item 1.			Legal Proceedings			41
Item 1A.			Risk Factors			41
Item 5.			Other Information			41
Item 6.			Exhibits			42

Unless otherwise indicated, references herein to specific years and quarters are to our fiscal years and fiscal quarters, and references to financial information are on a condensed combined basis. As used herein, the terms “we,” “us,” “our,” the “Company,” and “Sandisk” refer to Sandisk Corporation and its subsidiaries, unless we state, or the context indicates, otherwise.

Sandisk, a Delaware corporation, is the parent company of our NAND flash data storage business. Our principal executive offices are located at 951 Sandisk Drive, Milpitas, California, 95035. Our telephone number is (408) 801-1000.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include but are not limited to, statements regarding Sandisk Corporation’s (the “Company’s”) expectations related to operating as an independent company, its product and technology developments and all statements regarding the Company’s expected future position, results of operations, cash flows, 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,” “upside,” “target,” and the like, or the use of the future tense of these or other 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, or other financial items, products or services 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. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions.

These forward-looking statements are based upon management’s current expectations and represent the most current information available to us as of the date of this Quarterly Report on Form 10-Q. The Company is subject to a number of unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause actual results, performance or plans to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

*•*adverse changes in global or regional conditions;

*•*supply chain risks, including our dependence on a limited number of qualified suppliers, the availability and cost of materials and components for our products, and disruptions to our supply chain;

*•*damage or disruption to our operations or to those of our suppliers;

*•*product defects;

*•*our reliance on strategic relationships with key partners, including Kioxia Corporation;

*•*the development and introduction of new products or technologies and management of technology transitions;

*•*future responses to and effects of public health crises;

*•*loss of revenue from, or consolidation of, our key customers or increases in our customers’ credit risk;

*•*volatile demand and pricing trends and fluctuations in average selling prices;

*•*our ability to respond to market and other changes in our distribution channel and retail market;

*•*sales cyclicality and our ability to accurately forecast demand;

*•*our level of debt;

*•*fluctuations in currency exchange rates;

*•*hiring and retention of key employees;

*•*risks associated with legal or regulatory compliance, changing legal and regulatory requirements, and the impact and outcome of legal proceedings;

*•*compromise, damage or interruption from cybersecurity incidents or other data or system security risks;

*•*reliance on intellectual property and other proprietary information;

*•*our ability to achieve some or all of the expected benefits of the spin-off and uncertainties regarding the impacts of the spin-off, including indemnification responsibilities and tax-related considerations;

*•*our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate publicly traded company;

*•*uncertainties regarding potential impairments to goodwill and long-lived assets; and

*•*whether there will be an active trading market for our common stock.

You are urged to carefully review our disclosures concerning these risks and the additional disclosures we make concerning 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 our Registration Statement on Form 10, initially filed with the United States Securities and Exchange Commission on November 25, 2024, and as further amended thereafter and declared effective on January 31, 2025 (as amended, the “Form 10”). You are cautioned not to place undue reliance on the forward-looking statements included in this Quarterly Report on Form 10-Q, which speak only as of the date of this document. We do not intend, and undertake no obligation, to update or revise these forward-looking statements to reflect new information or events after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.

PART I. FINANCIAL INFORMATION