10-K – 2025-08-21 – sndk-20250627.htm

During 2025, the Company received distributions from Flash Ventures of $ 176 million.
During 2025 , 2024, and 2023 the Company made net payments to Flash Ventures of $ 3.4 billion , $ 3.4 billion , and $ 4.2 billion respectively, for purchases of flash-based memory wafers and net loans. During 2025 , 2024, and 2023 the Company received distributions from Flash Ventures of $ 176 million, $ 0 and $ 0 respectively.
The Company makes, or will make, loans to Flash Ventures to fund equipment investments for new process technologies and additional wafer capacity. The Company aggregates its Flash Ventures’ notes receivable into one class of financing receivables due to the similar ownership interest and common structure in each Flash Ventures entity. For all reporting periods presented, no loans were past due, and no loan impairments were recorded. The Company’s notes receivable from each Flash Ventures entity, denominated in Japanese yen, are secured by equipment owned by that Flash Ventures entity.
As of June 27, 2025, and June 28, 2024, the Company had accounts payable balances due to Flash Ventures of $ 279 million and $ 313 million, respectively.
The Company’s maximum reasonably estimable loss exposure (excluding lost profits) as a result of its involvement with Flash Ventures, based upon the Japanese yen to U.S. dollar exchange rate at June 27, 2025, is presented below. Investments in Flash Ventures are denominated in Japanese yen, and the maximum estimable loss exposure excludes any cumulative translation adjustment due to revaluation from the Japanese yen to the U.S. dollar.

June 27,
2025
(in millions)
Notes receivable $ 359  
Equity investments 295  
Operating lease guarantees 1,404  
Inventory and prepayments 1,326  
Maximum estimable loss exposure $ 3,384  

As of June 27, 2025, the Company’s net equity included undistributed earnings of Flash Ven tures of $ 85  million.
84

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company is obligated to pay for variable costs incurred in producing its share of Flash Ventures’ flash-based memory wafer supply, based on its rolling three-month forecast, which generally equals 50 % of Flash Ventures’ output. In addition, the Company is obligated to pay for half of Flash Ventures’ fixed costs regardless of the output the Company chooses to purchase. The Company is not able to estimate its total wafer purchase commitment obligation beyond its rolling three-month purchase commitment because the price is determined by reference to the future cost of producing the semiconductor wafers. In addition, the Company is committed to fund 49.9 % to 50.0 % of each Flash Ventures entity’s capital investments to the extent that the Flash Ventures entity’s operating cash flow is insufficient to fund these investments.
Flash Ventures has historically operated near 100 % of its manufacturing capacity. During 2025 and 2024, as a result of flash market conditions, the Company temporarily reduced its utilization of its share of Flash Ventures’ manufacturing capacity to an abnormally low level to more closely align the Company’s flash-based wafer supply with projected demand. In 2025 and 2024 the Company incurred costs of $ 75 million and $ 249 million, respectively, associated with the reduction in utilization related to Flash Ventures, which was recorded as a charge to Cost of revenue.
Inventory Purchase Commitments with Flash Ventures.  Purchase orders placed with Flash Ventures for up to three months are binding and cannot be canceled.
Research and Development Activities. The Company participates in common R&D activities with Kioxia and is contractually committed to a minimum funding level. R&D commitments due for 2026 are $ 130 million .
Off-Balance Sheet Liabilities. Flash Ventures sells to, and leases back from, a consortium of financial institutions a portion of its tools and has entered into equipment lease agreements of which the Company guarantees half of all of the outstanding obligations under each lease agreement. The lease agreements are subject to customary covenants and cancellation events related to Flash Ventures and each of the guarantors. The occurrence of a cancellation event could result in an acceleration of Flash Ventures’ obligations and a call on the Company’s guarantees.
The following table presents the Company’s portion of the remaining guarantee obligations under the Flash Ventures’ lease facilities in both Japanese yen and U.S. dollar-equivalent, based upon the Japanese yen to U.S. dollar exchange rate as of June 27, 2025:

Lease Amounts
(Japanese yen, in billions) (U.S. dollar, in millions)
Total guarantee obligations ¥ 203   $ 1,404  

The following table details the breakdown of the Company’s remaining guarantee obligations between the principal amortization and the purchase option exercise price at the end of the term of the Flash Ventures lease agreements, in annual installments, in U.S. dollars, based upon the Japanese yen to U.S. dollar exchange rate as of June 27, 2025:

Annual Installments Payment of Principal Amortization Purchase Option Exercise Price at Final Lease Terms Guarantee Amount
(in millions)

2026 $ 507   $ 124   $ 631  
2027 259   106   365  
2028 124   102   226  
2029 48   55   103  
2030 16   63   79  
Total guarantee obligations $ 954   $ 450   $ 1,404  

The Company and Kioxia have agreed to mutually contribute to and indemnify each other and Flash Ventures for environmental remediation costs or liabilities resulting from Flash Ventures’ manufacturing operations in certain circumstances. The Company has not made any indemnification payments nor recorded any indemnification receivables under any such agreements. As of June 27, 2025, no amounts have been accrued in the Consolidated Financial Statements with respect to these indemnification agreements.
85

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sale of a Majority Interest in a Subsidiary
In March 2024, SanDisk China Limited (“SanDisk China”), an indirect wholly-owned subsidiary of WDC, entered into an equity purchase agreement to sell 80 % of its equity interest in SanDisk Semiconductor (Shanghai) Co. Ltd. (“SDSS”) an indirect wholly-owned subsidiary of WDC which holds one of the Company’s manufacturing facilities, 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 “Transaction”). The venture aims to provide independent semico nductor assembly, testing, and other related services in the People’s Republic of China for customers including, but not limited to, the Company and its affiliates.
The Transaction closed on September 28, 2024, and SanDisk China completed the sale of 80 % of its equity interest in SDSS to JCET.
Proceeds from the sale, including working capital adjustments, were $ 659 million (pre-tax). On October 1, 2024, the Company received an initial pre-tax installment of $ 262 million. On January 6, 2025, the Company received a second pre-tax installment of $ 210 million and expects to receive the remaining $ 187 million pre-tax proceeds in five equal installments of approximately $ 37 million on September 28 of each year through September 28, 2029. As of June 27, 2025, the outstanding consideration receivable was recognized at its present value of $ 168 million, with $ 37 million classified as Other current assets and $ 131 million classified as Other non-current assets in the Consolidated Balance Sheets. The remaining present value discount of $ 19 million as of June 27, 2025 will be recognized using the effective interest method over the next five years a s Interest income in the Consolidated Statements of Operations.
The Company’s 20 % retained interest in SDSS was determined to be valued at $ 158 million based on the fair value of the total pre-tax consideration received and receivable from JCET for its purchase of its 80 % interest in SDSS. The Company accounts for its 20 % interest in SDSS as an equity method investment in Other non-current assets in the Consolidated Balance Sheets. The Company’s 20 % interest in the earnings of SDSS is recognized one quarter in arrears and is reported in Other income (expense), net in the Consolidated Statements of Operations. As of June 27, 2025, the 20 % retained interest in SDSS was valued at $ 161 million.
The Transaction resulted in a pre-tax gain of $ 34 million, calculated as the difference between the total consideration for the sale, including the outstanding consideration receivable and the fair value of the Company’s 20 % retained interest, less the carrying value of the net assets divested, which included, among other items, $ 71 million of cash and cash equivalents and $ 382 million of goodwill that was allocated to SDSS.
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 (the “minimum annual commitment”). 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. For the year ended June 27, 2025, the Company made purchases of $ 341 million under the Supply Agreement and had a $ 121 million accounts payable balance due to SDSS as of June 27, 2025.
The Company also entered into an arrangement to provide certain transition services for a limited period following the closing of the Transaction. Charges under this arrangement were not material.
Unis Venture
On January 24, 2025, the Company and WDC entered into an equity transfer agreement (the “Equity Transfer Agreement”) to transfer WDC’s entire equity interest in its venture with Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co. Ltd. (“Unis”), referred to as the “Unis Venture”, to the Company. The Unis Venture is 48 % owned by the Company and 52 % owned by Unis. The Unis Venture markets and sells the Company’s products in China.
86

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prior to the execution of the Equity Transfer Agreement, the Unis Venture was not historically managed as a component of the Company and as such, the related equity method investment was not reflected in the Company’s Consolidated Financial Statements. After the execution of the Equity Transfer Agreement, the Company accounts for its investment in the Unis Venture under the equity method of accounting. The Company’s 48 % interest in the earnings of the Unis Venture will be recognized one quarter in arrears from the date the Unis Venture was transferred to the Company and will be reported in Other income (expense), net in the Consolidated Statements of Operations and was not material for the year ended June 27, 2025.
Revenue from products distributed by the Unis Venture is recognized upon sell-through to third-party customers. For the years ended June 27, 2025, June 28, 2024, and June 30, 2023, the Company recognized approximately 1 %, 1 %, and 2 % respectively, of its consolidated revenue on products distributed by the Unis Venture. The outstanding accounts receivable due from the Unis Venture were 1 % and 4 % of Accounts receivable, net, as of June 27, 2025 and June 28, 2024, respectively.
Related Party Transactions
Separation and Distribution Agreement and Other Related Party Transactions with WDC
As described in Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, on February 21, 2025, in connection with the separation, the Company entered into several agreements that provide a framework for Sandisk’s relationship with WDC after the separation. These include, but are not limited to, the following:
• Separation and Distribution Agreement – The separation and distribution agreement contains key provisions related to the separation of the Company from WDC, including the transfer of assets and assumptions of liabilities. In connection with this agreement, certain assets and liabilities included in the Company’s Consolidated Balance Sheets were retained by WDC and certain assets and liabilities not included in the Company’s Consolidated Balance Sheets were transferred to the Company as of the date of the separation.
Separation-related adjustments resulted in a decrease to net assets and total equity of $ 0.6 billion and are reflected in the “Net transfers from (to) WDC, including spin-off related adjustments” line item of the Consolidated Statements of Shareholders’ Equity.
• Transition Services Agreement – The TSA governs the provision of transition services from WDC to Sandisk, and from Sandisk to WDC and its affiliates, on an interim, transitional basis following the separation.
For the year ended June 27, 2025, the Company recognized $ 5 million in expenses related to the TSA, and the Company expects to recognize an additional expense related to the TSA of approximately $ 4 million during the next twelve months.
• Tax Matters Agreement – The Tax Matters Agreement governs, among other things, WDC’s and the Company’s respective rights, responsibilities and obligations after the spin-off with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. In addition, the Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets, and similar transactions) that are designed to preserve the tax-free status of the spin-off and certain related transactions.
As a result of this agreement, the Company recorded a tax indemnification liability of $ 112 million on February 21, 2025. This liability was subsequently reduced by approximately $ 2 million reflecting the outstanding balance as of June 27, 2025. The remaining tax indemnification liability of $ 110 million is classified as Other liabilities in the Consolidated Balance Sheets as of June 27, 2025.
Notes Due to (from) Western Digital Corporation
Prior to the separation, the Company received financing from certain of WDC’s subsidiaries in the form of borrowings under revolving credit agreements and promissory notes to fund activities primarily related to Flash Ventures. Additionally, cash generated by the Company was lent from time to time via promissory notes to certain of WDC’s subsidiaries for use in general corporate purposes. Outstanding balances due under these financing arrangements were due on demand.
Prior to the separation, the Company had outstanding borrowings due to WDC’s subsidiaries of $ 553  million, inclusive of interest payable. As part of the separation, WDC contributed $ 550  million to the Company, and the Company repaid $ 6  million in cash, which included interest accrued until the date of the separation.
87

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following presents Interest expense and Interest income on notes due to (from) Western Digital Corporation, which were recorded in Interest expense and Interest income in the Consolidated Statements of Operations for the periods presented:

June 27,
2025 June 28,
2024 June 30,
2023
(in millions)
Interest expense on notes due to Western Digital Corporation $ 7   $ 6   $ 16  
Interest (income) on notes due from Western Digital Corporation $ ( 1 ) $ ( 37 ) $ ( 29 )

Allocation of Corporate Expenses
Prior to the separation, WDC provided various corporate services to the Company in the ordinary course of business, including executive management, finance, tax, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services. These corporate expenses were allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount, revenue or other relevant measures. Management believes the basis on which the expenses were allocated to be a reasonable reflection of the utilization of services provided to us or the benefit received by us.
Effective at the beginning of the second quarter of 2025, the Company was operationally separated from the operations that were ultimately retained by WDC following completion of the spin-off transaction. In connection with this operational separation, personnel serving the Company in shared service functions were transferred into legal entities dedicated to the Company, and substantially all assets, liabilities, and contracts pertaining to operations of the Company were transferred to legal entities dedicated to the Company as well. Accordingly, there was a substantial reduction in the pool of shared corporate overhead costs of WDC that were subject to allocation in the second and third quarters of 2025.
The table below summarizes the impact of expense allocations from WDC in the Consolidated Statements of Operations for the periods presented:

June 27,
2025 June 28,
2024 June 30,
2023
(in millions)
Research and development $ 189   $ 723   $ 750  
Selling general, and administrative 158   418   452  
Business separation costs 50   ( 40 ) 61  
Employee termination and other charges 5   64   —  
Total allocation of Corporate Expenses $ 402   $ 1,165   $ 1,263  

The Company’s historical financial statements do not purport to reflect what results of operations, financial position, equity or cash flows would have been if Sandisk had operated as a standalone company during the periods presented.
Cash Management
Prior to the separation, WDC provided funding for the Company’s operating and investing activities, including pooled cash managed by WDC’s treasury, to fund operating expenses and capital expenditures. WDC also directly collected certain of the Company’s receivables. These activities were reflected as a component of the Net investment from Western Digital Corporation, and this arrangement is not reflective of the manner in which Sandisk would operate on a standalone company separate from WDC during the periods presented.
Western Digital Corporation Net Investment
Prior to the separation, the Net investment from Western Digital Corporation on the Consolidated Balance Sheets represented WDC’s historical investment in the Company, the net effect of transactions with and allocations from WDC, the Company’s retained earnings and the allocation to the Company of cumulative effect adjustments from the adoption of new accounting standards.
88

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net Transfers from (to) Western Digital Corporation
A reconciliation of Net transfers from (to) Western Digital Corporation on the Consolidated Statements of Shareholders’ Equity to the corresponding amounts on the Consolidated Statements of Cash Flows is as follows:

June 27,
2025 June 28,
2024 June 30,
2023
(in millions)
Net transfers from Western Digital Corporation per Consolidated Statements of Shareholders’ Equity $ ( 585 ) $ 275   $ 376  
Notes due (to) from Western Digital Corporation ( 1,223 ) 113   316  
Other assets and liabilities, net transferred from Western Digital Corporation ( 105 ) —   —  
Unis venture transferred from Western Digital Corporation ( 61 ) —   —  
Property, plant and equipment, net transferred from Western Digital Corporation ( 27 ) ( 11 ) ( 18 )
Tax balances transferred from Western Digital Corporation ( 8 ) 17   2  
Accumulated other comprehensive loss transferred to Western Digital Corporation 10   —   —  
Tax indemnification liability transferred to Western Digital Corporation 112   —   —  
Net transfers (to) from Western Digital Corporation per Consolidated Statements of Cash Flows $ ( 1,887 ) $ 394   $ 676  

As of June 27, 2025, the outstanding accounts receivable from WDC were $ 65 million, related to the sale of NAND components, and the outstanding accounts payable and accrued expenses due to WDC, primarily related to the TSA were $11 million.

Note 11.     Leases and Other Commitments
Leases
The Company leases certain domestic and international facilities and data center space under long-term, non-cancelable operating leases that expire at various dates through 2039. In connection with and subsequent to the separation, the Company entered into various sublease agreements with WDC under long-term, non-cancelable operating leases that expire at various dates through 2031.
These leases include no material variable or contingent lease payments. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate. O perating lease assets also include prepaid lease payments minus any lease incentives. Extension or termination options present in the Company’s lease agreements are included in determining the right-of-use asset and lease liability when it is reasonably certain the Company will exercise those options. Lease expense is recognized on a straight-line basis over the lease term.
The following table presents right-of-use lease assets and lease liabilities included in the Company’s Consolidated Balance Sheets:

June 27,
2025 June 28,
2024
(in millions)
Operating lease right-of-use assets (included in other non-current assets) $ 214   $ 179  

Operating lease liabilities:
Current portion of long-term operating lease liabilities (included in accrued expenses) 26   11  
Long-term operating lease liabilities (included in other liabilities) 193   171  
Total operating lease liabilities $ 219   $ 182  

89

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases:

June 27,
2025 June 28,
2024 June 30,
2023
(in millions)
Cost of operating leases $ 38   $ 29   $ 21  
Cash paid for operating leases 33   30   14  
Operating lease assets obtained in exchange for operating lease liabilities 49   167   3  
Decrease in operating lease liabilities and right-of-use assets due to lease remeasurement —   71   —  

The weighted average remaining lease term and discount rate for the Company’s operating leases were as follows:

June 27,
2025 June 28,
2024
Weighted average remaining lease term in years 11.00 13.7
Weighted average discount rate 7.3   % 7.5   %

As of June 27, 2025, minimum lease payments were as follows:

Lease Amounts
(in millions)
Minimum lease payments by fiscal year:
2026 $ 41  
2027 35  
2028 28  
2029 24  
2030 20  
Thereafter 183  
Total future minimum lease payments 331  
Less: Imputed interest 112  
Present value of lease liabilities $ 219  

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 and reflected as a cash inflow from investing activities in the Consolidated Statements of Cash Flows for the year ended March 29, 2024. In connection with the sale and leaseback, the Company recorded a gain of $ 60 million upon the closing of the transaction. For more information, see Note 15, Employee Termination and Other Charges for additional disclosures .
The property is being leased back to the Company 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 for the ability to extend through December 2057. The associated operating lease liability and right-of-use asset for this facility has been included in the Consolidated Balance Sheets as of June 27, 2025 and June 28, 2024.
90

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Purchase Agreements and Other Commitments
In the normal course of business, the Company enters into purchase orders with suppliers for the purchase of components used to manufacture its products. These purchase orders generally cover forecasted component supplies needed for production during the coming months, are recorded as a liability upon receipt of the components, and generally may be changed or canceled at any time prior to shipment of the components. The Company also enters into long-term agreements with suppliers that contain fixed future commitments, which are contingent upon certain conditions such as performance, quality and technology of the vendor’s components. As of June 27, 2025, the Company had the following minimum long-term commitments:

Long-term commitments
(in millions)
Fiscal year:
2026 $ 250  
2027 583  
2028 570  
2029 570  
2030 570  
Thereafter 90  
Total $ 2,633  

Note 12.      Shareholders’ Equity
Prio r to the separation, certain of the Company’s employees participated in WDC’s stock incentive plans (the “WDC Plans”), whereby all awards granted under the plans consisted of WDC common stock. The Stock-based compensation expense recognized in the Company’s Consolidated Financial Statements was determined based upon employees who participated in the WDC Plans and exclusively supported the Company’s operations, as well as an allocation of WDC’s corporate and shared employee stock-based compensation expenses.
In connection with the separation, all outstanding RSU and PSU awards held by former employees of WDC and its affiliates, who became Sandisk employees after the separation, were adjusted pursuant to conversion ratios determined in accordance with the terms of the Employee Matters Agreement. Outstanding RSU and PSU awards held by employees in the positions of Vice President and above as of the separation date were converted into RSU or PSU awards of Sandisk shares and RSU awards of WDC shares on a ratio of one-third (1/3) of one share of the Company’s common stock for each WDC award held by each such employee. For all other employees, the value of the converted RSU awards was designed to preserve the aggregate intrinsic value of the award immediately after the separation when compared to the aggregate intrinsic value of those award immediately prior to separation. Pursuant to the Employee Matters Agreement, the converted awards shall generally continue to be subject to the same terms and conditions as were applicable to the original WDC awards, including with respect to vesting, except as described in the Employee Matters Agreement. As a result of the conversion, the Company will incur approximately $ 41 million of incremental stock-based compensation expense over the remaining service period for the awards. Of this amount, $ 11 million was recognized during the year ended June 27, 2025, and approximately $ 30 million will be recognized over the awar ds’ remaining service periods.
Additionally, the Company adopted the following incentive plans for Sandisk employees: (i) Sandisk Corporation 2025 Long-Term Incentive Plan (the “2025 Long-Term Incentive Plan”), and (ii) Sandisk Corporation 2025 Employee Stock Purchase Plan. Grants of equity awards made after the separation to the Company’s executive officers and other employees will be made under the 2025 Long-Term Incentive Plan, which became effective on January 25, 2025.
2025 Long-Term Incentive Plan
The types of awards that may be granted include stock options, stock appreciation rights, RSUs, PSUs, cash awards, and other stock-based awards. Persons eligible to receive awards include officers and employees of the Company or any of its subsidiaries, members of the Board and certain consultants and advisors. The vesting of awards is determined at the grant date. Each award expires on a date determined at the grant date. RSUs typically vest over periods ranging from two to four years from the grant date. PSUs are granted to certain employees and vest only after the achievement of a predetermined performance or market conditions and completion of requisite service periods. Once the performance or market conditions are met, the employee’s vesting of PSUs is generally subject to continued service.
91

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 27, 2025 , the maximum number of shares of the Company’s common stock that was authorized for award grants was 23.8  million shares. The 2025 Long-Term Incentive Plan terminates on January 25, 2035, unless terminated earlier by the Company’s Board of Directors.
2025 Employee Stock Purchase Plan
The Company has an ESPP under which WDC, as its then sole stockholder, has approved an aggregate of approximately 4.3  million shares of common stock for issuance to eligible employees. The fair value of the award at the grant date is based on the Black-Scholes valuation model. The plan permits eligible employees to purchase common stock, through payroll deductions, at 95 % of the fair market value of a share of common stock on the first day of the 24-month offering period in which the employees are participating or 95% of the fair market value of a share of common stock on the applicable exercise date, whichever is lower. Rights to purchase shares are granted during the second and fourth quarters of each year.
After the separation, the Company had an offering period starting on April 1, 2025 and ending on May 31, 2025. Following the end of this offering period, the Company will initiate regular offering periods of six months each generally beginning on June 1st and December 1st.
As of June 27, 2025 , the Company issued 0.1  million shares under the ESPP for aggregate purchase amounts of $ 5  million.
Stock-based Compensation Expense
The following tables present the Company’s stock-based compensation expense for equity-settled awards by type, financial statement line, and the related tax benefit included in the Company’s Consolidated Statements of Operations:

2025 2024 2023
(in millions)
RSUs and PSUs $ 171   $ 133   $ 148  
ESPP 11   16   17  
Total $ 182   $ 149   $ 165  

2025 2024 2023
(in millions)
Cost of revenue $ 16   $ 20   $ 19  
Research and development 81   71   88  
Selling general, and administrative 85   58   58  
Subtotal $ 182   $ 149   $ 165  
Tax benefit ( 22 ) ( 21 ) ( 22 )
Total $ 160   $ 128   $ 143  

Any shortfalls or excess windfall tax benefits and tax deficiencies for shortfalls related to the vesting and exercise of stock-based awards, which are recognized as a component of the Company’s Income tax expense, were not material for the periods presented.
Compensation cost related to unvested RSUs, PSUs, and rights to purchase shares of common stock under the ESPP are amortized on a straight-line basis over the remaining service period. The following table presents the unamortized compensation cost and weighted average service period of all unvested outstanding awards as of June 27, 2025:

Unamortized Compensation Costs Weighted average service period
(in millions) (years)
RSUs and PSUs $ 315   2.27
ESPP 16   1.81
Total unamortized compensation cost $ 331  

92

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RSUs and PSUs
The following table summarizes RSU and PSU award activity under the Company’s incentive plans during the year ended June 27, 2025:

Number of Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value at Vest Date
(in millions)

RSUs and PSUs outstanding at June 28, 2024 —   $ —   $ —  
Awards converted from Western Digital Corporation Plans (1)
6.4   35.32   — 
Granted 1.5   50.47   — 
Vested ( 1.1 ) 34.07   46.95  
Canceled/forfeited ( 0.2 ) 36.14   — 
RSUs and PSUs outstanding at June 27, 2025 6.6   $ 38.98   $ —  

(1) This amount excludes 3.1  million of WDC equity awards held by Sandisk employees, which upon vesting will be issued in WDC shares instead of the Company’s shares.
RSUs and PSUs are generally settled in an equal number of shares of the Company’s common stock upon vesting. Forfeitures are recognized as they occur.
Fair Value Assumptions
RSU and PSU Grants
The fair value of the Company’s RSU and PSU awards with a performance condition is determined based upon the closing price of the Company’s stock price on the grant date. The fair value of PSU awards with a market condition is estimated using a Monte Carlo simulation model on the grant date.
ESPP - Black-Scholes-Merton Model
The fair value of ESPP purchase rights issued is estimated at the grant date of the purchase rights using the Black-Scholes-Merton option pricing model. The Black-Scholes-Merton option pricing model requires the input of assumptions such as the expected stock price volatility and the expected period until options are exercised. Purchase rights under the ESPP are generally granted on either June 1st or December 1st of each year.
The fair values of ESPP purchase rights have been estimated at the grant date using a Black-Scholes-Merton option pricing model with the following weighted average assumptions:

2025
Weighted-average expected term (in years) 0.93
Risk-free interest rate 4.02   %
Stock price volatility 0.56  
Dividend yield —   %
Fair value $ 11.85  

Note 13.      Net Income (loss) per Common Share
The separation was executed through WDC’s pro rata distribution of 80.1 % of the outstanding shares of common stock of the Company to holders of WDC’s common stock as of February 21, 2025. On the separation date, the Company issued 145  million shares of common stock, par value $ 0.01 per share. This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the separation, and these shares are treated as issued and outstanding for purposes of calculating historical earnings per share. For periods prior to the separation, it is assumed that there are no dilutive equity instruments as there were no equity awards of Sandisk outstanding prior to the separation.
93

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the computation of basic and diluted income (loss) per common share:

2025 2024 2023
(in millions, except per share amounts)

Net income (loss) $ ( 1,641 ) $ ( 672 ) $ ( 2,143 )

Weighted average shares outstanding:
Basic and diluted 145   145   145  

Net loss per common share:
Basic and diluted $ ( 11.32 ) $ ( 4.63 ) $ ( 14.78 )

Dilutive weighted-average shares (1)
2 — —

(1) Dilutive stock-based awards were excluded from the calculation of diluted shares because their effect would have been anti-dilutive.
Basic net income (loss) per share is computed using (i) net income (loss) divided by (ii) weighted average basic shares outstanding. Diluted net income (loss) per share is computed as (i) net income divided by (ii) weighted average diluted shares outstanding. The treasury stock method is used to determine the dilutive impact of unvested equity awards.
Potentially dilutive shares include dilutive outstanding employee RSUs, PSUs, and rights to purchase shares of common stock under the ESPP. For the year ended June 27, 2025, the Company recorded net losses, and as such, all potentially dilutive securities have been excluded from those periods as including them would be anti-dilutive.

Note 14.     Income Tax Expense
Income (Loss) Before Taxes
The domestic and foreign components of Income (loss) before taxes were as follows:

2025 2024 2023
(in millions)
Foreign $ ( 1,348 ) $ ( 543 ) $ ( 2,253 )
Domestic ( 131 ) 40   251  
Income (loss) before taxes $ ( 1,479 ) $ ( 503 ) $ ( 2,002 )

Income Tax Expense
The components of income tax expense were as follows:

2025 2024 2023
(in millions)
Current:
Foreign $ 165   $ 158   $ 138  
U.S. - Federal 7   20   76  
U.S. - State 2   7   8  
174   185   222  
Deferred:
Foreign ( 13 ) 7   ( 15 )
U.S. - Federal 1   ( 19 ) ( 65 )
U.S. - State —   ( 4 ) ( 1 )
( 12 ) ( 16 ) ( 81 )
Income tax expense $ 162   $ 169   $ 141  

94

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

H.R.1, more widely known as the One Big Beautiful Bill Act, was recently signed into law on July 4, 2025. It reversed the requirement for capitalization of U.S. research and development expenditures that came into law under the Tax Cuts and Jobs Act of 2017, but the mandatory requirement of capitalization of foreign research and development expenditures remains. The tax rates for income earned by our foreign subsidiaries will also be changed under H.R. 1. Depending on the Company’s operating results, these changes can materially impact the Company’s effective tax rate and reduce its operating cash flows. As H.R.1 was enacted after our fiscal year 2025, its impact on the tax provision will be reflected in fiscal year 2026 .
On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which contained significant changes to laws related to tax, climate, energy, and health care. The tax measures include, among other things, a corporate alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted financial statement income (“AFSI”) exceeding $1.0 billion. The Company does not expect to be subject to the CAMT of 15% for 2025 as its average annual AFSI did not exceed $1.0 billion for the preceding three-year period.
On December 20, 2021, the Organization for Economic Co-operation and Development G20 (“OECD/G20”) Inclusive Framework on Base Erosion and Profit Shifting released Model Global Anti-Base Erosion rules under Pillar Two (“Pillar Two”). Several non-U.S. jurisdictions have either enacted legislation or announced their intention to enact future legislation to adopt certain or all components of Pillar Two, some of which are effective for the Company in 2025. For 2025, the Company currently expects to be able to meet certain transitional safe harbors and does not expect any material Pillar Two taxes. As more jurisdictions adopt this legislation in 2026, there may be material increases in the Company’s future tax obligations in certain jurisdictions.
The following table presents the Company’s Income tax expense and the effective tax rate:

2025 2024 2023
(in millions)
Income (loss) before taxes $ ( 1,479 ) $ ( 503 ) $ ( 2,002 )
Income tax expense 162   169   141  
Effective tax rate ( 11 ) % ( 34 ) % ( 7 ) %

The relative mix of earnings and losses by jurisdiction, the goodwill impairment, the foreign income inclusion, credits, and tax holidays in Malaysia that will expire at various dates during years 2028 through 2031 resulted in decreases to the effective tax rate below the U.S. statutory rate for the year ended June 27, 2025.
The primary drivers of the difference between the effective tax rate for the years ended June 28, 2024 and the U.S. federal statutory rate of 21% are the relative mix of earnings and losses by jurisdiction, the foreign income inclusion, credits, and tax holidays in Malaysia.
95

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Taxes
Temporary differences and carryforwards, which give rise to a significant portion of deferred tax assets and liabilities were as follows:

June 27,
2025 June 28,
2024
(in millions)
Deferred tax assets:
Sales related reserves and accrued expenses not currently deductible $ 38   $ $ 45  
Accrued compensation and benefits not currently deductible 29 34

Net operating loss carryforward 41 19
Business credit carryforward 44 —  
Long-lived assets 22 15
Interest and hedging costs not currently deductible 15 67

Other 15 27
Total deferred tax assets 204   207  
Deferred tax liabilities:
Long-lived assets ( 7 ) ( 3 )
Unremitted Earnings of Certain Non-US Entities ( 77 ) ( 86 )

Other ( 18 ) ( 10 )
Total deferred tax liabilities ( 102 ) ( 99 )
Valuation allowances ( 61 ) ( 27 )
Deferred tax assets, net $ 41   $ 81  

The decrease in the net deferred tax assets is attributable primarily to a decrease in hedging costs not currently deductible and is based on the Company’s position in its foreign exchange contracts. The Company continues to assess and adjust its valuation allowance based on operating results and market conditions. After weighing both the positive and negative evidence available, including, but not limited to, earnings history, projected future outcomes, industry and market trends and the nature of each of the deferred tax assets, the Company determined that it is able to realize its deferred tax assets except for certain loss and credit carryforwards.
The Company is permanently reinvested with respect to certain foreign earnings. There is no unrecognized deferred tax liability associated with the repatriation of these foreign undistributed earnings as it can be achieved without additional federal tax consequences.
96

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective Tax Rate
Reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate is as follows:

2025 2024 2023
(in millions)
U.S. federal statutory rate 21   % 21   % 21   %
Tax rate differential on international incomes ( 1 ) ( 42 ) ( 29 )
Foreign withholding tax ( 1 ) ( 11 ) ( 2 )
Change in valuation allowance —   ( 2 ) —  
Tax effect of U.S foreign income inclusion ( 7 ) ( 1 ) —  
Tax effect of U.S. foreign derived intangible income 1   2   3  
Tax effect of permanent differences —   ( 2 ) ( 1 )
Tax effect of goodwill impairment ( 26 ) —   ( 7 )
Tax effect of intangible assets —   1   4  
Tax rate change —   1   —  
Unremitted earnings of certain non-U.S. entities ( 2 ) 2   —  
Change in uncertain tax positions ( 1 ) ( 12 ) 1  
Return to provision adjustment 1   ( 1 ) —  
Foreign income tax credits 4   5   1  
R&D tax credits 1   3   1  
Federal audit settlements —   3   —  
Other ( 1 ) ( 1 ) 1  
Effective income tax rate ( 11 ) % ( 34 ) % ( 7 ) %

Tax Holidays and Carryforwards
A substantial portion of the Company’s manufacturing operations in Malaysia operate under various tax holidays and tax incentive programs, which will expire in whole or in part at various dates during 2028 through 2031. Certain tax holidays and tax incentive programs may be extended if specific conditions are met.
The net impact of these tax holidays and tax incentives was an increase to the Company’s net earnings by $ 82  million, or $ 0.56 per share, in 2025. The Company was at loss in Malaysia during 2024 and 2023. The tax incentives had no impact on the Company’s net earnings.
As of June 27, 2025 , the Company had $ 38  million of state tax credit carryforwards that do not expire.
As of June 27, 2025, the Company had varying amounts of NOL carryforwards, totaling $ 2.1  billion, that do not expire or, if not used, expire in various years beginning in 2028, depending on the country. The majority of the NOL carryforwards reside in Malaysia.
Uncertain Tax Positions
With the exception of certain unrecognized tax benefits that are directly associated with the tax position taken, unrecognized tax benefits are presented gross in the Consolidated Balance Sheets.
97

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits, excluding accrued interest and penalties for the year ended June 27, 2025:

2025 2024 2023
(in millions)
Unrecognized tax benefit, beginning balance $ 47   $ 25   $ 17  
Gross increases related to prior year tax positions 6   10   1  
Gross increases related to current year tax positions 17   15   10  
Gross decrease related to prior year tax positions ( 1 ) ( 3 ) ( 3 )
Gross increase related to transfer from Western Digital Corporation 78   —   —  
Gross decrease related to settlement ( 7 ) —   —  
Unrecognized tax benefit, ending balance $ 140   $ 47   $ 25  

As of June 27, 2025 and June 28, 2024, the liability for unrecognized tax benefits (excluding accrued interest and penalties) was $ 140 million and $ 47 million, respectively. Interest and penalties related to unrecognized tax benefits are recognized in liabilities recorded for uncertain tax positions and are recorded in the provision for income taxes. Accrued interest and penalties included in the Company’s liability related to unrecognized tax benefits as of June 27, 2025 and June 28, 2024 was $ 11 million and $ 9 million, respectively.
The Company files U.S. federal, U.S. state, and foreign tax returns. Its U.S. federal and state tax returns for fiscal year 2025 are initial filings. The Company is currently subject to, or could become subject to, tax authority examinations in various jurisdictions for previously filed returns dating back as early as 2009.
The Company believes that an adequate provision has been made for any adjustments that may result from any other tax examinations. However, the outcome of such tax examinations cannot be predicted with certainty. If any issues addressed in the Company’s tax examinations are resolved in a manner inconsistent with management’s expectations, the Company may be required to adjust its provision for income taxes in the period in which such resolution occurs. As of June 27, 2025 , it was not possible to estimate the amount of change, if any, in the unrecognized tax benefits that is reasonably possible within the next twelve months. Any significant change in the amount of the Company’s liability for unrecognized tax benefits would most likely result from additional information resulting from the examination of the Company’s tax returns.

Note 15.     Employee Termination and Other Charges
Business Realignment
The Company periodically incurs charges to realign its operations with anticipated market demand, primarily consisting of organization rationalization designed to streamline its business, reduce its cost structure and focus its resources. The Company has taken actions to reduce the amount of capital invested in facilities, including the sale-leaseback of its facility in Milpitas, California, in September 2023, as discussed in Note 11, Leases and Other Commitments.
The Company recorded the following net charges related to these actions for the periods presented:

2025 2024 2023
(in millions)
Employee termination benefits $ 18   $ 15   $ 68  

Other charges (gains):
Asset impairments and other charges (gains) —   5   1  
Contract termination and other 3   —   —  
Gain on sale-leaseback of facility —   ( 60 ) —  
Total employee termination and other charges $ 21   $ ( 40 ) $ 69  

98

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents an analysis of the components of the activity against the reserve during the years ended June 27, 2025, and June 28, 2024, which consisted entirely of employee termination benefits:

Employee Termination Benefits
(in millions)
Accrual balance at June 30, 2023 $ 3  
Charges 15  
Cash payments ( 18 )
Accrual balance at June 28, 2024 —  
Charges 18  
Cash payments ( 3 )
Accrual balance at June 27, 2025 $ 15  

Note 16.     Legal Proceedings
In the normal course of business, the Company is subject to legal proceedings, lawsuits and other claims. Although the ultimate aggregate amount of reasonably possible monetary liability or financial impact with respect to these other matters is subject to many uncertainties, management believes that any monetary liability or financial impact to the Company from these matters, individually and in the aggregate, would not be material to the Company’s financial condition, results of operations or cash flows. However, any monetary liability and financial impact to the Company from these matters could differ materially from the Company’s expectations .

Note 17.     Summarized Financial Information
Pursuant to Rule 4-08(g) of Regulation S-X under the Securities Act of 1933, as amended, the Company presents, on an equity method basis, summarized financial information for its non-consolidated joint ventures, including the Flash Ventures, the Unis Venture, and SDSS. The summarized financial information below includes the portions attributable to both the Company and the other investees in these entities.
The Company has been an investee in the Flash Ventures for all periods presented. The Company’s investment in SDSS was established upon the divestiture of the business on September 28, 2024, and its investment in the Unis Venture was transferred to the Company on January 24, 2025, See Note 10, Related Parties and Related Commitments and Contingencies for additional disclosures.
Accordingly, the summarized financial information of these ventures for the year ended June 30, 2025 includes the results of Flash Ventures, the Unis Venture and SDSS; whereas the comparative periods for the years ended June 28, 2024 and June 30, 2023, include only the Flash Ventures.
The table below presents the combined summarized financial information for these periods:

2025 2024
(in millions)
Current assets
$ 1,423  $ 777  
Non-current assets
6,185  5,783  
Total Assets
7,608  6,560  
Current Liabilities
2,797  2,225  
Non-current Liabilities
3,701  3,312  
Total Liabilities
6,498  5,537  
Total net equity of investees
$ 1,110  $ 1,023  

99

Table of Contents
SANDISK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2025 2024 2023
(in millions)
Net sales
$ 2,315  $ 2,252   $ 2,788  
Gross profit (loss)
(101) ( 51 ) 138  
Net income (loss)
$ (63) $ ( 9 ) $ 89  

100

Table of Contents

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A.     Controls and Procedures
Evaluation of Disclosure Controls and Procedure s
As required by Rule 13a-15(b) promulgated by the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective.
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.
Changes in Internal Control over Financial Reporting
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.

Item 9B.     Other Information
Insider Trading Arrangements
None .

Item 9C.     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
101

Table of Contents

PART III

Item 10.     Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the 2025 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 June 27, 2025. In addition, our Board of Directors has adopted a Code of Business Ethics that applies to all of our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer. The current version of the Code of Business Ethics is available on our website under the Corporate Governance section at www.sandisk.com . To the extent required by rules adopted by the SEC and The Nasdaq Stock Market LLC, we intend to promptly disclose future amendments to certain provisions of the Code of Business Ethics, or waivers of such provisions granted to executive officers and directors, on our website under the Corporate Governance section at www.sandisk.com .

Item 11.     Executive Compensation
The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the 2025 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 June 27, 2025.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the 2025 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 June 27, 2025.

Item 13.     Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the 2025 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 June 27, 2025.

Item 14.     Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the 2025 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 June 27, 2025.
102

Table of Contents

PART IV

Item 15.     Exhibits and Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10‑K:
(1) Financial Statements. The financial statements included in Part II, Item 8 of this document are filed as part of this Annual Report on Form 10‑K.
(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.
(3) Exhibits. The exhibits listed in the Exhibit Index below are filed with, or incorporated by reference in, this Annual Report on Form 10‑K, as specified in the Exhibit List, from exhibits previously filed with the SEC.
EXHIBIT INDEX

Exhibit
Number Description
2.1
Separation and Distribution Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 24, 2025)
3.1
Amended and Restated Certificate of Incorporation of Sandisk Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 24, 2025)
3.2
Amended and Restated Bylaws of Sandisk Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 14, 2025)
4.1
Stockholder’s and Registration Rights Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated February 24, 2025)#
4 .2
Description of Sandisk Corporation’s Capital Stock†
10.1
Transition Services Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 24, 2025)#
10.2
Tax Matters Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 24, 2025)#
10.3
Employee Matters Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 24, 2025)#
10.4
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 10.4 to the Company’s Current Report on Form 8-K dated February 24, 2025)#
10.5
Transitional Trademark License Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated February 24, 2025)#
10.6
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)#
10.7
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)#
10.8
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)#
10.9
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, 2024)#
10.10
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, 2024)#
1 0.11
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, 2024)#
1 0.12
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, 2024)#
1 0.13
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, 2024)#
1 0.14
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, 2024)#
1 0.15
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, 2024)#

103

Table of Contents

1 0.16
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, 2024)#
1 0.17
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, 2024)#
1 0.18
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, 2024)#
1 0.19
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, 2024)#
1 0.20
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, 2024)#
1 0.21
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, 2024)#
1 0.22
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, 2024)#
1 0.23
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, 2024)#
1 0.24
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, 2024)#
1 0.25
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, 2024)#
1 0.26
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, 2024)#
1 0.27
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, 2024)#
1 0.28
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)
10. 29
Sandisk Corporation 2025 Long Term Incentive Plan†*

10. 30
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, 2024) *
10. 31
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)*
10. 32
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)
10. 33
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)*
10. 34
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)*
10. 35
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)*
10. 36
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)*
1 0. 37
Form of Launch Performance Stock Unit Award Agreement†*
1 0.38
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)
1 0.39
Sandisk Corporation Deferred Compensation Plan†*

1 0.40
Sandisk Corporation 2025 Employee Stock Purchase Plan†*

1 0.41
Sandisk Executive Severance Plan†*
1 0.42
Sandisk Change in Control Severance Plan†*
1 0.43
Sandisk Executive Short-Term Incentive Plan†*
1 0.44
Offer Letter, dated as of July 1, 2024, to Luis Felipe Visoso (incorporated by reference to Exhibit 10.40 to the Company’s Registration Statement on Form 10, filed on November 25, 2024)
1 9 .1
Sandisk Policy Regarding Insider Trading and Unauthorized Disclosures†
2 1.1
Subsidiaries of the Registrant†
2 3 . 1
Consent of KPMG LLP †

31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†

104

Table of Contents

32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
9 7.1
Sandisk Corporation Compensation Recovery (Clawback) Policy†
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document†
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document†
101.LAB XBRL Taxonomy Extension Label Linkbase Document†
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document†
101.DEF XBRL Taxonomy Extension Definition Linkbase Document†
104 Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

† Filed with this report.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.
** Furnished with this report.
# Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
## As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document.

Item 16.     Form 10-K Summary
None.
105

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Sandisk Corporation

By: /s/ Michael R. Pokorny

Michael R. Pokorny

Vice President, Chief Accounting Officer

(Principal Accounting Officer and Duly Authorized Officer)

Dated: August 20, 2025

106

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ David V. Goeckeler Chief Executive Officer, Director
(Principal Executive Officer)
August 20, 2025
David V. Goeckeler

/s/ Luis F. Visoso Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
August 20, 2025
Luis F. Visoso

/s/ Michael R. Pokorny Vice President, Chief Accounting Officer
(Principal Accounting Officer) August 20, 2025
Michael R. Pokorny

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

/s/ Richard B. Cassidy II Director August 20, 2025
Richard B. Cassidy II

/s/ Thomas Caulfield Director August 20, 2025
Thomas Caulfield

/s/ Devinder Kumar Director August 20, 2025
Devinder Kumar

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

/s/ Necip Sayiner Director August 20, 2025
Necip Sayiner

/s/ Ellyn J. Shook Director August 20, 2025
Ellyn J. Shook

/s/ Miyuki Suzuki Director August 20, 2025
Miyuki Suzuki

107