NASDAQ: SNDK

Sandisk Corp

CIK 0002023554 · SIC 3572 · Computer Storage Devices

Mega Revenue $20.2B Assets $22.5B as of Sep 24, 2026

Prior to February 21, 2025, we were wholly owned by Western Digital Corporation (“WDC”). As of February 21, 2025, we separated from WDC (the “separation”) and became a standalone publicly traded company, trading under the stock symbol “SNDK” on the Nasdaq Global Select Market. For more information… About this business →

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8-K Filed Sep 16, 2026 · Period ending Sep 10, 2026

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8-K Filed Sep 11, 2026 · Period ending Sep 9, 2026

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10-K Filed Aug 17, 2026 · Period ending Jul 3, 2026

Sandisk revenue surges 175% to $20.2B on AI datacenter demand; swings to $11.4B profit

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8-K Filed Aug 5, 2026 · Period ending Aug 5, 2026

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8-K Filed May 15, 2026 · Period ending May 14, 2026

SanDisk warns shareholders against unsolicited mini-tender offer at $1,150/share

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10-Q Filed May 1, 2026 · Period ending Apr 3, 2026 Risk improved

revenue $5.95B, net income $3.62B. SanDisk spins from WDC, posts 251% revenue surge; pays off debt early

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8-K Filed Apr 30, 2026 · Period ending Apr 30, 2026

SanDisk reports Q3 FY2026 earnings, authorizes $6 billion share buyback program

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8-K Filed Mar 25, 2026 · Period ending Mar 25, 2026

SanDisk invests $1B for 3.9% stake in Nanya Technology, secures multi-year DRAM supply deal

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10-Q Filed Jan 30, 2026 · Period ending Jan 2, 2026

revenue $3.02B, net income $803.0M. SanDisk spins off from WDC, posts 61% revenue surge on NAND pricing power

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10-K Filed Aug 21, 2025 · Period ending Jun 27, 2025

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Latest financial statements

From 10-K filed Aug 17, 2026 (period ending Jul 3, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations

(in millions, except per share amounts)

Description Year ended July 3, 2026 Year ended June 27, 2025 Year ended June 28, 2024
Revenue, net 20,248 7,355 6,663
Cost of revenue 5,776 5,143 5,591
Gross profit 14,472 2,212 1,072
Operating expenses:
Research and development 1,328 1,132 1,061
Selling, general and administrative 676 573 455
Goodwill impairment — 1,830 —
Loss on debt extinguishment 46 — —
Business separation costs 25 67 64
Employee termination and other (2) 21 (40)
(Gain) loss on business divestiture 10 (34) —
Total operating expenses 2,083 3,589 1,540
Operating income (loss) 12,389 (1,377) (468)
Interest and other income (expense), net:
Gain (loss) on equity securities, net 808 (2) 1
Interest income 70 22 12
Interest expense (73) (63) (40)
Other income (expense), net (177) (59) (8)
Total interest and other income (expense), net 628 (102) (35)
Income (loss) before taxes 13,017 (1,479) (503)
Income tax expense 1,584 162 169
Net income (loss) 11,433 (1,641) (672)
Net income (loss) per common share:
Basic 77.78 (11.32) (4.63)
Diluted 73.76 (11.32) (4.63)
Weighted average shares outstanding:
Basic 147 145 145
Diluted 155 145 145

Consolidated Balance Sheets

(in millions, except par value)

Description July 3, 2026 June 27, 2025
ASSETS
Current assets:
Cash and cash equivalents 4,762 1,481
Accounts receivable, net 4,708 1,068
Inventories 2,698 2,079
Income tax receivable 22 66
Other current assets 590 392
Total current assets 12,780 5,086
Marketable equity securities 1,777 —
Property, plant and equipment, net 674 619
Notes receivable and investments in Flash Ventures 678 654
Goodwill 4,994 4,999
Income tax receivable, non-current 169 80
Deferred tax assets 66 58
Other non-current assets 1,369 1,489
Total assets 22,507 12,985
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable 516 366
Accounts payable to related parties 460 400
Accrued expenses 313 274
Accrued compensation 657 173
Refund liabilities 1,500 126
Contract liabilities 849 25
Income tax payable, current 1,286 43
Current portion of long-term debt — 20
Total current liabilities 5,581 1,427
Non-current contract liabilities 393 —
Deferred tax liabilities 161 17
Income tax payable, non-current 258 131
Long-term debt — 1,829
Other liabilities 378 365
Total liabilities 6,771 3,769
Commitments and contingencies (Notes 10, 11, 14 and 15)
Shareholders’ equity:
Common stock, $0.01 par value; authorized 450 shares; issued — 149 shares and outstanding — 146 shares (issued and outstanding as of June 27, 2025 — 146 shares) 1 1
Treasury stock (4,537) —
Additional paid-in capital 10,879 11,248
Accumulated other comprehensive loss (256) (249)
Retained earnings (Accumulated deficit) 9,649 (1,784)
Total shareholders’ equity 15,736 9,216
Total liabilities and shareholders’ equity 22,507 12,985

Consolidated Statements of Cash Flows

(in millions)

Description Year ended July 3, 2026 Year ended June 27, 2025 Year ended June 28, 2024
Cash flows from operating activities
Net income (loss) 11,433 (1,641) (672)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization 149 163 224
Stock-based compensation 232 182 149
Goodwill impairment — 1,830 —
Deferred income taxes 120 (12) (16)
(Gain) loss on disposal of assets 5 (1) (60)
(Gain) loss on equity securities, net (808) 2 (1)
Unrealized foreign exchange (gain) loss 86 (25) 13
(Gain) loss on business divestiture 10 (34) —
Loss on debt extinguishment 46 — —
Amortization of debt issuance costs and discounts 7 3 —
Equity loss in investees, net of dividends received 160 73 49
Settlement of accrued interest on Notes due to Western Digital Corporation — (99) —
Other non-cash operating activities, net 19 23 91
Changes in:
Accounts receivable, net (3,640) (100) (395)
Inventories (619) (160) 314
Accounts payable 109 93 32
Accounts payable to related parties 60 (23) 21
Accrued expenses 10 (1) (30)
Accrued compensation 460 21 99
Refund liability 1,374 25 (38)
Contract liabilities 1,217 (11) 17
Income taxes payable 1,370 — —
Other assets and liabilities, net (129) (224) (106)
Net cash provided by (used in) operating activities 11,671 84 (309)
Cash flows from investing activities
Purchase of marketable equity securities (970) — —
Purchases of property, plant and equipment (177) (204) (166)
Proceeds from the sale of property, plant and equipment — — 137
Proceeds from dispositions of business 25 401 —
Notes receivable issuances to Flash Ventures (462) (333) (243)
Notes receivable proceeds from Flash Ventures 187 515 482
Distributions from Flash Ventures — 176 —
Strategic investments and other, net 11 1 —
Net cash provided by (used in) investing activities (1,386) 556 210
Cash flows from financing activities
Issuance of stock under employee stock plans 53 5 —
Taxes paid on vested stock awards under employee stock plans (630) (13) —
Repurchases of common stock (4,524) — —
Proceeds from debt — 1,970 —
Repayment of debt (1,900) (100) —
Debt issuance costs — (32) —
Proceeds from borrowings on Notes due to Western Digital Corporation — 550 —
Proceeds from principal repayments on Notes due from Western Digital Corporation — 101 14
Repayments of principal on Notes due to Western Digital Corporation — (76) (102)
Transfers from (to) Western Digital Corporation — (1,887) 394
Origination of Notes due from Western Digital Corporation — — (170)
Net cash provided by (used in) financing activities (7,001) 518 136
Effect of exchange rate changes on cash (3) (5) (1)
Net increase in cash and cash equivalents 3,281 1,153 36
Cash and cash equivalents, beginning of year 1,481 328 292
Cash and cash equivalents, end of year 4,762 1,481 328
Supplemental disclosure of cash flow information:
Cash paid for interest 116 139 12
Cash received for interest 70 2 10
Cash paid for income taxes 146 50 —
Accrued purchases of long-lived assets 56 10 11
Unpaid taxes relating to vested stock awards and repurchases of common stock 37 — —
Non-cash transfers of:
Notes due to (from) Western Digital Corporation — 1,223 (113)
Other assets and liabilities, net, from Western Digital Corporation — 105 —
Contribution of equity interest in Unis Venture from Western Digital Corporation — 61 —
Property, plant and equipment from Western Digital Corporation — 27 11
Tax balances from (to) Western Digital Corporation — 8 (17)
Tax indemnification liability to Western Digital Corporation — (112) —

Amounts as printed on the EDGAR/iXBRL face — (in millions, except per share amounts); (in millions, except par value); (in millions). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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About Sandisk Corp

Source: Item 1 (Business) from the 10-K filed August 17, 2026. Description as filed by the company with the SEC.

Item 1. Business

Separation from Western Digital Corporation

Prior to February 21, 2025, we were wholly owned by Western Digital Corporation (“WDC”). As of February 21, 2025, we separated from WDC (the “separation”) and became a standalone publicly traded company, trading under the stock symbol “SNDK” on the Nasdaq Global Select Market. For more information about the separation, see Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8., 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.

General

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. 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 consumer applications. Our technologies enable everyone from students, gamers, and home offices to the largest enterprises and public clouds to produce, analyze, and store data. Our solutions include a broad range of solid-state 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 “Datacenter”(formerly referred to as “Cloud”), “Edge” (formerly referred to as “Client”), and “Consumer.”

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The Datacenter end market is comprised primarily of products for datacenters, cloud service providers, and private cloud customers. Through the 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, 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 capitalize on the strength of our product brand recognition and vast presence around the world.

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. 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 (“R&D”) capabilities and large-scale, efficient manufacturing supply chains. The strong growth in the amount, value and use of data continues, creating a global need for larger, faster, and more capable storage solutions.

We are a customer-focused organization that has developed deep relationships with industry leaders with the goal of delivering innovative solutions to help users capture, store and transform data across a boundless range of applications. We help OEMs address storage opportunities and solutions to capture and transform data into a myriad of devices and edge technologies. We have also built strong consumer brands with tools to manage vast libraries of personal content and to push the limits of what’s possible for storage. At Sandisk, we strive to 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.

Industry

We operate in the semiconductor memory chip and data storage industries. The ability to access, store and share data from anywhere on any device is increasingly important to our customers and end users. From the intelligent edge to the cloud, data storage is a fundamental component underpinning the global technology architecture, inclusive of AI. Our strengths in innovation and cost leadership, diversified product portfolio and broad routes to market provide a foundation upon which we are solidifying our position as an essential building block of the digital economy. We believe there is a tremendous market opportunity flowing from the rapid global adoption of the technology architecture built with cloud infrastructure tied to intelligent endpoints all connected by high-performance networks. The value and urgency of data storage at every point across this architecture have never been clearer.

The increase in computing complexity and advancements in AI, along with growth in cloud computing applications, connected mobile devices and Internet-connected products, and edge devices are driving substantial growth in the volume of digital content to be stored and used. We believe our expertise and innovation in flash technology enable us to bring powerful solutions to a broader range of applications. We continuously monitor the full array of flash-based storage technologies, including reviewing these technologies with our customers, to ensure we are appropriately resourced to meet our customers’ storage needs.

Flash Technology

Flash products provide non-volatile data storage based on flash technology. We develop and manufacture solid state storage products for a variety of 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 two- and three-dimensional flash technologies with increased numbers of storage bits per cell in an increasingly smaller form factor, further driving cost reductions. We devote significant 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. We are leveraging our expertise, resources and strategic investments in non-volatile memories to explore a wide spectrum of persistent memory and storage class memory technologies. We have also initiated, defined and developed standards to meet new market needs and to promote wide acceptance of flash storage standards through interoperability and ease of use.

Our Data Solutions

Our broad portfolio of technology and products addresses multiple end markets of “Datacenter,” “Edge” and “Consumer” and are comprised of the Sandisk™ brand. Certain of our products will also be sold for a limited transitional period under the Western Digital®, WD® and other brands under license from WDC.

Datacenter represents a large and growing end market comprised primarily of products for public or private cloud environments and enterprise customers. We provide the Datacenter end market with an array of high-performance enterprise SSDs. Our high-performance enterprise class SSDs include high-performance flash-based 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 Edge end market, we provide numerous data solutions that we incorporate into our client’s devices, which consist of 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 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 SSDs and removable flash products, including cards and universal serial bus flash drives, through our retail and channel routes to market. We offer client portable 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, gaming devices, cameras and smart video systems. Our universal serial bus flash drives are used in the computing and consumer markets and are designed for high performance and reliability.

Competition

Our industry is highly competitive. We believe we are well positioned with our leading flash product portfolio, premium consumer brand, differentiated semiconductor innovation engine and leadership in driving cost efficiency. Nevertheless, we face strong competition from other manufacturers of flash in the Datacenter, Edge and Consumer end markets. We compete with 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.

Business Strategy

Our overall strategy is to leverage our innovation, technology and execution capabilities to be an industry-leading and broad-based global semiconductor memory company that supports the infrastructure that has enabled the unabated proliferation of data. We strive to successfully execute our strategy through the following foundational elements in order to create long-term value for our customers, partners, investors and employees:

•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.

•Broad Product 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 Datacenter, Edge and Consumer end markets through a relentless focus on appropriately scaling our operations to efficiently support business growth; achieving best in class capital efficiency, quality and cycle-time; maintaining industry leading manufacturing capabilities; and having a competitive advantage in supply-chain management,

•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.

Our strategy provides the following benefits, which distinguish us in the dynamic and competitive data storage industry:

•a broad product portfolio that establishes us as a leading developer and manufacturer of integrated flash NAND products and solutions, making us a key strategic supply partner to our customers;

•efficient and flexible manufacturing capabilities, allowing us to leverage our flash R&D and capital expenditures to deliver innovative and cost-effective storage solutions to multiple end markets;

•deep relationships with industry leaders across the data ecosystems that give us the broadest routes to market; and

•industry leading consumer brand awareness and global retail distribution presence.

Research and Development

We devote substantial resources to the R&D of new products and the improvement of existing products. We focus our engineering efforts on optimizing our product design and manufacturing processes to bring our products to market in a cost-effective and timely manner. For a discussion of associated risks, see Part I, Item 1A., Risk Factors of this Annual Report on Form 10-K.

Patents, Licenses and Proprietary Information

We rely on a combination of patents, trademarks, copyright and trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights.

We have approximately 8,000 granted patents and approximately 3,000 pending patent applications worldwide. We continually seek additional United States (“U.S.”) and international patents on our technology. We believe that, although our active patents and patent applications have considerable value, the successful manufacturing and marketing of our products also depend upon the technical and managerial competence of our staff. Accordingly, the patents held and applied for cannot alone ensure our future success.

In addition to patent protection of certain intellectual property rights, we consider elements of our product designs and processes to be proprietary and confidential. We believe that our non-patented IP, particularly some of our process technology, is an important factor in our success. We rely upon non-disclosure agreements, contractual provisions and a system of internal safeguards to protect our proprietary information. Despite these safeguards, there is a risk that competitors may obtain and use such information. The laws of foreign jurisdictions in which we conduct business may provide less protection for confidential information than the laws of the U.S.

We rely on certain technology that we license from other parties to manufacture and sell our products. We believe that we have adequate cross-licenses and other agreements in place in addition to our own intellectual property portfolio to compete successfully in the storage industry. For a discussion of associated risks, see Part I, Item 1A., Risk Factors of this Annual Report on Form 10-K.

Manufacturing

We believe that we have significant know-how, unique product manufacturing processes, test and tooling, execution skills, human resources and training to continue to be successful and to adjust our manufacturing operations as necessary. We strive to maintain manufacturing flexibility, high manufacturing yields, reliable products and high-quality components. The critical elements of our production are high volume and utilization, low-cost assembly and testing, strict adherence to quality metrics and maintaining close relationships with our strategic component suppliers to access best-in-class technology and manufacturing capacity. We continually monitor our manufacturing capabilities to respond to the changing requirements of our customers and maintain our competitiveness and position as a data technology leader.

Flash manufacturing requires complex processes involving the production and assembly of precision components with narrow tolerances and rigorous testing. The manufacturing processes involve a number of steps that are dependent on each other and occur in “clean room” environments. These processes require skill in process engineering and efficient space utilization in order to keep the operating costs of these specialized manufacturing environments under control. We continually evaluate our manufacturing processes in an effort to increase productivity, sustain and improve quality and decrease manufacturing costs. We continually evaluate which steps in the manufacturing process would benefit from automation and how automated manufacturing processes can improve productivity and reduce manufacturing costs. We also leverage contract manufacturers when strategically advantageous.

Operations

Our flash offerings consist of flash-based memory, controllers and firmware and other components. All of our flash-based memory is obtained from our joint ventures with Kioxia, which provide us with leading-edge, high-quality flash memory wafers. Controllers are primarily designed in-house and manufactured by third-party foundries or acquired from third-party suppliers. Our assembly and test operations comprise in-house assembly and test facilities located in Penang, Malaysia, facilities operated by other contract manufacturers, and the assembly and test facility owned and operated by 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 eight flash-based manufacturing facilities in Japan, six of which are located in Yokkaichi, Japan and two of which are located in Kitakami, Japan. Through Flash Ventures, we 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. We co-develop flash technologies (including process technology and memory design) with Kioxia for Flash Ventures’ use. We and Kioxia jointly own these co-developed flash technologies. We and Kioxia also contribute to the collaboration and license to each other technologies that are independently developed and owned by each of us and are reasonably necessary to our joint development or manufacture of flash-based memory. We hold a 49.9% ownership position in each of the Flash Ventures entities. We jointly control the operations of Flash Ventures with Kioxia, and we believe our participation in Flash Ventures helps us reduce product costs, increases our ability to control the quality of our products and speeds delivery of our products to our customers.

Kioxia owns the facilities and provides wafer manufacturing services to Flash Ventures at cost using manufacturing equipment owned or leased by Flash Ventures and process technologies co-owned or contributed by us and Kioxia. Flash Ventures accounts for approximately 80% of the total manufacturing capacity in the facilities owned by Kioxia. We and Kioxia are entitled to purchase a share of Flash Ventures’ output, which generally equals 50% each. The price that we and Kioxia pay Flash Ventures for flash memory wafers is cost plus a small markup. We are obligated to pay for variable costs incurred in producing our share of Flash Ventures’ flash-based memory wafer supply based on a rolling forecast. In addition, we are obligated to pay for half of Flash Ventures’ fixed costs regardless of the output we choose to purchase. We recognize the Company’s 49.9% interest in the earnings of the Flash Ventures entities one quarter in arrears, reported in Other income (expense), net in the Consolidated Statements of Operations.

While Flash Ventures is operating, we and Kioxia are restricted from working with third parties to manufacture flash-based memory or from fabricating flash-based memory beyond the capacity specified in our agreements with Kioxia. In addition, we may not manufacture flash-based memory ourselves except to the extent that we acquire the manufacturing capacity of a Flash Ventures entity as a result of such entity’s dissolution or termination of its joint venture agreements or upon our acquisition of all the ownership interests in such entity.

The agreements governing the operations of the Flash Ventures entities also set out a framework for any investment by the joint venture partners in flash manufacturing capacity. We have jointly invested, and intend to continue to jointly invest, with Kioxia in the manufacturing equipment needed to support Flash Ventures’ flash manufacturing operations. In addition, we are obligated to fund 49.9% to 50.0% of capital investments that a Flash Ventures entity decides to make to the extent that Flash Ventures entity’s operating cash flow is insufficient to fund these investments.

Each Flash Ventures entity operates for a set amount of time as agreed between us and Kioxia. Since the start of Flash Ventures, we and Kioxia have extended the term for all three of the Flash Ventures entities. 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. Each Flash Ventures entity’s joint venture agreements may also be terminated earlier upon the occurrence of certain specified events, including earlier dissolution by agreement of the parties or an event of default or bankruptcy. Upon the expiration of a Flash Ventures entity’s joint venture agreements, the applicable Flash Ventures entity will commence a wind-up process and be dissolved. Net proceeds from the dissolution will be distributed in kind or cash to us and Kioxia on a pro rata basis based on our respective ownership positions. The applicable Flash Venture entity will continue to operate during the period of winding up.

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.

On January 24, 2025, the Company and WDC entered into an equity transfer agreement (the “Equity Transfer Agreement”) that transferred WDC’s entire equity interest in 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.

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 our Consolidated Financial Statements. Following 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.

For a discussion of associated risks, see Part I, Item 1A., Risk Factors of this Annual Report on Form 10-K.

Materials and Supplies

Our products consist of flash-based memory, controllers and firmware and other components. Following our separation from Western Digital, the Company has independently maintained strategic relationships with Flash Ventures and other key suppliers, and our supply relationships are now governed independently under the Company’s standalone procurement structure. We continue to source flash memory and components primarily through these partnerships, while independently managing our supplier portfolio to balance business continuity, cost efficiency, and risk mitigation. All of our flash memory wafers are currently obtained from Flash Ventures. Controllers are primarily designed in-house and manufactured by third-party foundries or acquired from third-party suppliers. We believe the use of our assembly and test facilities, as well as contract manufacturers, provides flexibility and gives us access to increased production capacity.

We generally retain multiple suppliers for our component requirements, but for business or technology reasons we source some of our components from a limited number of sole or single source providers. For a discussion of associated risks, see Part I, Item 1A., Risk Factors of this Annual Report on Form 10-K.

Sales and Distribution

We sell our products to computer manufacturers and OEMs, cloud service providers, resellers, distributors and retailers throughout the world. We maintain sales offices in selected parts of the world including the major geographies of the Americas, Asia Pacific, Europe and the Middle East. Our international sales, which include sales to foreign subsidiaries of U.S. companies but do not include sales to U.S. subsidiaries of foreign companies, represented 82%, 80% and 86% of our net revenue for 2026, 2025 and 2024, respectively. Sales to international customers are subject to certain risks not normally encountered in domestic operations, including exposure to tariffs and various trade and other regulations. For a discussion of associated risks, see Part I, Item 1A., Risk Factors of this Annual Report on Form 10-K.

We perform our marketing and advertising functions both internally and through outside firms utilizing both consumer media and trade publications targeting various reseller and end-user markets. We also maintain customer relationships through direct communication and by providing information and support through our website. In accordance with standard storage industry practice, we provide distributors and retailers with limited price protection and programs under which we reimburse certain marketing expenditures. We also provide distributors, resellers and OEMs with other sales incentive programs.

For 2026, 2025 and 2024, no customer accounted for more than 10% of our net revenue.

Seasonality

Historically, we have experienced seasonal fluctuations in our business with higher levels of demand in the first and second fiscal quarters as a result of increased customer spending. Seasonality can also be impacted by cyclicality in the industry and macroeconomic conditions. For a discussion of associated risks, see Part I, Item 1A., Risk Factors of this Annual Report on Form 10-K.

Service and Warranty

We generally warrant our newly manufactured products against defects in materials and workmanship from one to five years from the date of sale, depending on the type of product, with a small number of products having a warranty ranging up to ten years or more. Our warranty obligation is generally limited to repair or replacement. We have engaged third parties in various countries in multiple regions to provide various levels of testing, processing or recertification of returned products for our customers. For additional information regarding our service and warranty policy, see Part II, Item 8., Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies and Note 5, Supplemental Financial Statement Data of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Human Capital Management

Our People

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 data should inspire every person to move, create, discover, share, and unlock their potential. Our investment in our people seeks to empower our employees to develop breakthrough Flash memory solutions for our customers and drive meaningful impact for our stakeholders. As of July 2026, our global team includes approximately 11,100 employees across 33 countries— 74% in Asia Pacific, 19% in the Americas, and 7% in Europe, the Middle East, and Africa. 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.

Belonging

To attract and retain top talent, we are committed to building a culture where every voice matters and every individual feels a sense of belonging, respect, and collaboration.

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. Together, they reinforce our core values: Innovation, Collaboration, Winning, Agility, and Openness.

Talent Attraction & Development

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.

Compensation & Benefits

Attracting, retaining, and motivating top talent is essential in the dynamic and rapidly evolving semiconductor industry. Our approach to compensation is designed to be competitive, flexible, and responsive to the needs of our workforce and the local markets in which we operate.

Our Total Rewards strategy extends beyond base compensation to include a mix of salary, short- and long-term incentives, and regionally tailored benefits. 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.

We also invest in the well-being of our employees through benefits that support physical, mental, and financial health. Depending on location, these benefits may include health coverage, life and disability insurance, retirement plans, paid time off, employee assistance programs, and an employee stock purchase plan. Together, these programs empower employees to make informed choices that support their personal and professional goals.

Health & Safety

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.

Government Regulation

Our worldwide business activities are subject to various laws, rules and regulations of the U.S. as well as of foreign governments. Compliance with existing or future governmental regulations, including, but not limited to, those pertaining to global trade, the environment, consumer and data protection, employee health and safety and taxes, could have a material impact on our capital expenditures, earnings, competitive position and overall business in subsequent periods. For a discussion of associated risks, see Part I, Item 1A., Risk Factors of this Annual Report on Form 10-K.

Corporate Responsibility and Sustainability

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.

•We strive to protect the human rights and civil liberties of our employees and partners through policies, procedures and programs that avoid and address risks of compulsory and child labor, both within our company and throughout our supply chain.

•We foster a workplace of dignity, respect, and growth through our recruiting, professional development and advancement practices, internal communications and employee engagement initiatives.

•We strive to educate our employees at least annually on relevant ethics and compliance topics, publish accessible guidance on ethics and compliance-related issues and available company resources in our Global Code of Conduct and encourage reporting of ethical concerns through any of several global and local reporting channels.

•We use a robust integrated management system, with associated policies and procedures, to evaluate and manage occupational health and safety risks, environmental compliance requirements and chemical and hazardous materials risks.

•We seek to minimize our impact on the environment and strengthen operational resiliency through emissions reduction targets, climate risk assessments and mitigation, and other initiatives.

•We continuously innovate to identify opportunities to reduce the energy used in our operations, by our products, and the types of materials required to source energy and manufacture our products.

Available Information

We maintain an Internet website at www.sandisk.com. The information on our website is not incorporated in this Annual Report on Form 10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, are available on our website at www.sandisk.com, free of charge, as soon as reasonably practicable after the electronic filing of these reports with, or furnishing of these reports to, the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.