What changed in this filing

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Item 1. Business

2026-08-17 compared with 2025-08-21 · 100 added, 95 removed, 132 unchanged (60% of the section changed)

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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 Operation and Part II, Item 8., Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

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

With a differentiated innovation engine driving advancements in storage and semiconductor technologies, our broad and ever-expanding portfolio delivers powerful flash storage solutions for AI workloads in datacenters, edge devices, and consumers.

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.

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, embedded products, removable cards, universal serial bus drives and wafers and components.

Our broad portfolio of technology and products addresses multiple end markets of “Cloud,” “Client” and “Consumer.”

Through the Client end market, we provide our original equipment manufacturer and channel customers a broad array of high-performance flash solutions across personal computer, mobile, gaming, automotive, virtual reality headsets, at-home entertainment, and industrial spaces.

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

Cloud is comprised primarily of products for datacenters, cloud service providers, and private cloud customers.

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

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 capabilities and large-scale, efficient manufacturing supply chains.

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.”

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 to continue to deliver innovative solutions to help users capture, store and transform data across a boundless range of applications.

We help original equipment manufacturers address storage opportunities and solutions to capture and transform data into a myriad of devices and edge technologies.

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 continue to transform ourselves to address the growth in data by providing what we believe to be the broadest range of storage technologies in the industry with a comprehensive product portfolio and global reach.

We operate in the data storage industry.

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.

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.

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.

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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 artificial intelligence, along with growth in cloud computing applications, connected mobile devices and Internet-connected products, and edge devices is driving unabated growth in the volume of digital content to be stored and used.

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.

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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 2- and 3-dimensional flash technology with increased numbers of storage bits per cell in an increasingly smaller form factor, further driving cost reductions.

We devote significant research and development 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.

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.

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Our Data Solutions

Our broad portfolio of technology and products addresses multiple end markets of “Cloud,” “Client” and “Consumer” and are comprised of the Sandisk™ brand.

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.

Cloud represents a large and growing end market comprised primarily of products for public or private cloud environments and enterprise customers.

We provide the Cloud end market with an array of high-performance enterprise solid state drives.

Our high-performance enterprise class solid state drives include high-performance flash-based solid state drive 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 Client end market, we provide numerous data solutions that we incorporate into our client’s devices, which consist of solid state drive 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 solid state drives 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 solid state drives and removable flash, including cards and universal serial bus flash drives, through our retail and channel routes to market.

We offer client portable solid state drives 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, cameras and smart video systems.

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.

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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 Cloud, Client and Consumer end markets.

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.

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Business Strategy

Our overall strategy is to leverage our innovation, technology and execution capabilities to be an industry-leading and broad-based developer, manufacturer and provider of storage devices and solutions that support the infrastructure that has enabled the unabated proliferation of data.

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:

• Innovation and Cost Leadership :

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

• 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:

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• Operational Excellence :

We are focused on delivering the best value for our customers in Cloud, Client and Consumer end markets through a relentless focus on appropriately scaling our operations to efficiently support business growth;

achieving best in class cost, quality and cycle-time;

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 varied product portfolio that establishes us as a leading developer and manufacturer of integrated products and solutions, making us a more strategic supply partner to our customers;

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

• 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;

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Research and Development

We devote substantial resources to the development of new products and the improvement of existing products.

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.

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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 approxima tely 7,900 granted patents and approximately 3,200 pending patent applications worldwide.

We continually seek additional U.S.

and international patents on our technology.

We have approxima tely 8,000 granted patents and approximately 3,000 pendi ng patent applications worldwide.

We continually seek additional United States (“U.S.”) and international patents on our technology.

We belie ve 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.

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Our flash offerings consist of flash-based memory, controllers and firmware and other components.

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

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

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 and other contract manufacturers, and the assembly and test facility owned and operated by SDSS Venture.

SDSS is 20% owned by Sandisk and 80% owned by JCET Management Co., Ltd.

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 seven flash-based manufacturing facilities in Japan, six of which are located in Yokkaichi, Japan and one of which is located in Kitakami, Japan.

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

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.

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We and Kioxia are entitled to purchase a share of Flash Ventures’ output, which generally equals 50% each.

The price for which we and Kioxia pay Flash Ventures for flash memory wafers is cost plus a small markup.

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.

The Company’s 49.9% interest in the earnings of the Flash Ventures entities is recognized one quarter in arrears, reported in Other expense, net in the Consolidated Statements of Operations.

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.

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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 the Flash Ventures entity’s operating cash flow is insufficient to fund these investments.

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.

Absent further extensions as mutually agreed between us and Kioxia, Flash Partners Ltd.

and Flash Alliance Ltd.

are currently set to expire on December 31, 2029, and Flash Forward Ltd.

is currently set to expire on December 31, 2034.

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 V entures 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.

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The applicable Flash Venture entity will continue to operate during the period of winding up.

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 Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co.

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.

(“Unis”), referred to as the “Unis Venture,” to the Company.

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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 expense, net in the Consolidated Statements of Operations.

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.

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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.

Substantially all of our flash memory wafers are currently obtained from Flash Ventures.

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

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.

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Sales and Distribution

We sell our products to computer manufacturers and original equipment manufacturers, cloud service providers, resellers, distributors and retailers throughout the world.

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.

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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 original equipment manufacturers with other sales incentive programs.

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.

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

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.

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Human Capital Management

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 June 2025, our global team includes approximately 11,000 employees across 33 countries—73% in Asia Pacific, 19% in the Americas, and 8% in Europe, the Middle East, and Africa.

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

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

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

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

Together, these communities reinforce our commitment to our core values of Innovation, Collaboration, Winning, Agility, and Openness.

Talent Development and Engagement

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

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

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

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

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

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

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

Compensation and Benefits

We believe recognition and rewards are essential to attracting, retaining, and motivating top talent, especially in our dynamic and complex industry.

Our approach to compensation is rooted in flexibility, competitiveness, and responsiveness to the unique needs of our workforce and the evolving local talent markets in which we operate.

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

Our programs include a mix of base salary, short-term and long-term incentives, and regionally tailored benefits.

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

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

In addition, we invest in the physical, mental, and financial well-being of our employees through a differentiated suite of benefits that reflect local needs while staying true to our global culture and values.

These benefits—which may include health coverage, life and disability insurance, retirement plans, paid time off, employee assistance programs, and an employee stock purchase plan—empower employees to make choices that support their personal and professional goals.

Health and Safety

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

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

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.

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 United States (the “U.S.”) as well as of foreign governments.

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.

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Corporate Responsibility and Sustainability

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

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

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

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

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

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

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 and chemical and hazardous substance risks.

• We seek to minimize our impact on the environment through emissions reduction targets and other initiatives and to evaluate and enhance our climate resilience.

• We continuously innovate to identify opportunities to reduce the energy used by our products, and the energy used and quantity and types of new materials required to manufacture them.

• 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

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business