Item 5. Other Information
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Item 5. Other Information
Insider Trading Arrangements
None.
Flash Ventures Extension Agreements
On January 29, 2026, Sandisk Corporation (“Sandisk”) entered into an FAL Second Commitment and Extension Agreement (the “FAL Second Extension Agreement”) by and among Sandisk, Kioxia Corporation (“Kioxia”), SanDisk LLC (“SanDisk LLC”), and SanDisk (Ireland) Limited (“SanDisk Ireland”), under which the parties thereto extended the term of Flash Alliance Limited (“FAL”) to December 31, 2034. The term of FAL was previously extended to December 31, 2029.
On January 29, 2026, 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 Limited (“FPL”) to December 31, 2034. The term of FPL was previously extended to December 31, 2029.
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 totaling $1.2 billion over the years 2026 through 2029 in consideration of Kioxia’s manufacturing services and the continued availability of supply.
Sandisk and Kioxia currently operate three business ventures, FAL, FPL and Flash Forward Limited (“FFL”, and together with FAL and FPL, collectively, “Flash Ventures”) across eight flash-based manufacturing facilities in Japan. Through Flash Ventures, Sandisk and Kioxia collaborate in the development and manufacture of flash-based memory wafers using semiconductor manufacturing equipment owned or leased by each of the Flash Ventures entities. The Company and Kioxia also co-develop flash technologies (including process technology and memory design) for Flash Ventures’ use and jointly own these co-developed flash technologies.
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