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Item 9A. Controls and Procedures

2026-08-17 compared with 2025-08-21 · 46 added, 24 removed, 128 unchanged (35% of the section changed)

4 unchanged sentences

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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report on Form 10‑K.

KPMG LLP, our independent registered public accounting firm, which audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, has issued an audit report on our internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm herein.

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.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Insider Trading Arrangements

Other than as set forth below, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted during our last fiscal quarter trading arrangements for the purchase or sale of securities of Sandisk Corporation that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Plan”):

• Alper Ilkbahar , Executive Vice President, Chief Technology Officer of the Company , terminated a Rule 10b5-1 Plan on May 21, 2026 , which was initially adopted on February 27, 2026.

As of the date of termination of the Rule 10b5-1 Trading Plan, no shares of common stock had been sold under this Rule 10b5-1 Plan.

For additional details about the material terms of this arrangement, refer to the description under the heading “Insider Trading Arrangements” contained in Part II, Item 5.

Other Information of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which is incorporated herein by reference.

• Luis Visoso , Chief Financial Officer of the Company , adopted a Rule 10b5-1 Plan on May 22, 2026 .

The maximum amount of shares that may be sold before the plan expires on August 14, 2027, is expected to be up to an aggregate of 11,000 shares of the Company’s common stock.

• David Goeckeler , Chief Executive Officer of the Company , adopted a Rule 10b5-1 Plan on May 29, 2026 .

The aggregate number of shares that will be available for sale under his plan is not yet determinable because a portion of the shares will be withheld to satisfy tax withholding obligations at an approximate rate of 45%.

The maximum amount of shares that may be sold before the plan expires on September 30, 2027, is expected to be up to an aggregate of 124,192 shares of the Company’s common stock.

• Alper Ilkbahar , Executive Vice President, Chief Technology Officer of the Company , adopted a Rule 10b5-1 Plan on June 4, 2026 .

The maximum amount of shares that may be sold before the plan expires on December 31, 2026, is expected to be up to an aggregate of 6,270 shares of the Company’s common stock.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the 2026 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.

Securities and Exchange Commission (“SEC”) no later than 120 days after the close of the fiscal year ended July 3, 2026.

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.

2 unchanged sentences

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.

The information required by this Item is incorporated herein by reference to the Company’s Proxy Statement for the 2026 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 July 3, 2026.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

12 unchanged sentences

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)#

Description of Sandisk Corporation’s Capital Stock†

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)#

Description of Sandisk Corporation’s Capital Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10‑K for the year ended June 27, 2025, filed on August 21, 2025)

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)#

32 unchanged sentences

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)##

Agreement to Enhance Collaboration, dated as of January 29, 2026, by and among Kioxia Corporation, Sandisk Corporation, Sandisk Technologies, Inc., SanDisk LLC, SanDisk (Ireland) Limited and SanDisk (Cayman) Limited (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on January 30, 2026)

FAL Second Commitment and Extension Agreement, dated as of January 29, 2026, by and among Kioxia Corporation, Sandisk Corporation, SanDisk LLC and SanDisk (Ireland) Limited (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on January 30, 2026)

FPL Second Commitment and Extension Agreement, dated as of January 29, 2026, by and among Kioxia Corporation, Sandisk Corporation, SanDisk LLC and SanDisk (Cayman) Limited (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on January 30, 2026)

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)##

Amendment No.1, dated as of September 27, 2025, to the Amended and Restated Equity Purchase Agreement, dated as of September 12, 2024, by and between SanDisk China Limited and JCET Management Co., Ltd.

(Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on November 7, 2025)

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)

Sandisk Corporation 2025 Long Term Incentive Plan†*

Sandisk Corporation 2025 Long Term Incentive Plan (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*

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)*

5 unchanged sentences

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)*

Form of Launch Performance Stock Unit Award Agreement†*

Form of Launch Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*

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)

Sandisk Corporation Deferred Compensation Plan†*

Sandisk Corporation 2025 Employee Stock Purchase Plan†*

Sandisk Executive Severance Plan†*

Sandisk Change in Control Severance Plan†*

Sandisk Executive Short-Term Incentive Plan†*

Sandisk Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*

Sandisk Corporation 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*

Sandisk Corporation Executive Severance Plan (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*

Sandisk Change in Control Severance Plan (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*

Sandisk Executive Short Term Incentive Plan (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)*

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)

Sandisk Policy Regarding Insider Trading and Unauthorized Disclosures†

Private Placement Subscription Agreement, dated as of March 25, 2026, by and between Sandisk Technologies, Inc.

and Nanya Technology Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on March 25, 2026)

Sandisk Policy Regarding Insider Trading and Unauthorized Disclosures (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)

Subsidiaries of the Registrant†

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Sandisk Corporation Compensation Recovery (Clawback) Policy†

Sandisk Corporation Compensation Recovery (Clawback) Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended June 27, 2025, filed on August 21, 2025)

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.

28 unchanged sentences

(Principal Accounting Officer) August 17, 2026

/s/ Kimerly E.

Alexy Director August 20, 2025

/s/ Alexander R.

Bradley Director August 17, 2026

/s/ Richard B.

4 unchanged sentences

Devinder Kumar

/s/ Matthew E.

Massengill Director August 20, 2025

/s/ Necip Sayiner Director August 17, 2026

4 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 9A. Controls and Procedures