Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “SNDK”. The approximate number of holders of record of our common stock as of August 7, 2026 was 647.
Dividends
We do not currently intend to pay any cash dividends in the foreseeable future.
Issuer Purchases of Equity Securities
The following table provides information about our repurchases of common stock during the quarter ended July 3, 2026:
Total Number of Shares Purchased Average Price Paid per Share (1)
Total Number of Shares Purchased As Part of Publicly Announced Program (2)
Maximum Value of Shares that May Yet be Purchased Under the Program (2)
(millions)
Apr. 4, 2026 - May 1, 2026 — $ — — $ —
May 2, 2026 - May 29, 2026 1,717,407 1,419.00 1,717,407 $ 3,569.19
May 30, 2026 - Jul. 3, 2026 1,118,868 1,877.00 1,118,868 $ 1,462.78
Total for quarter ended Jul. 3, 2026 2,836,275 $ 1,600.00 2,836,275
(1) Includes commissions.
(2) On April 30, 2026, we announced that our Board of Directors approved a share repurchase program for the repurchase of up to $6.0 billion of our common stock and on August 5, 2026, we announced that our Board of Directors approved an additional share repurchase program for the repurchase of up to $14.0 billion of our common stock (each, a “share repurchase program”). There is no expiration date for the share repurchase program. Repurchases under the share repurchase program may be made in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. We expect share repurchases to be funded by operating cash flows. The amount and timing of share repurchases will depend on market conditions and other relevant factors. The Company may suspend or discontinue the share repurchase program at any time.
Restricted Stock Unit Share Withholding
We withhold shares of our common stock associated with net share settlements to cover tax withholding obligations of restricted stock unit awards under our employee equity incentive program. During fiscal year 2026, we withheld approximately 1.0 million shares for a total value of $0.6 billion through net share settlements. Refer to Part II, Item 8, Note 12, Shareholders’ Equity of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.
Stock Performance Graph
The following graph compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 Index and the PHLX Semiconductor Sector (“SOX”) Index for the year ended July 3, 2026. The graph assumes that $100 was invested in our common stock, and the comparative indices, on February 12, 2025 (the date that the Company’s stock began trading on a “when-issued” basis), and that all dividends were reinvested. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.
We believe that the S&P 500 Index and the PHLX Semiconductor Sector Index are appropriate indices to compare our performance with other companies in our industry. These indices are widely recognized and used, for which components and total return information are readily accessible to our security holders, to assist in their understanding of our performance relative to other companies.
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COMPARISON OF CUMULATIVE TOTAL RETURN TO STOCKHOLDERS
Among Sandisk, the S&P 500 Index and the PHLX Semiconductor Sector (SOX) Index
(Assumes $100 investment on February 12, 2025)
Total Return Analysis
February 12,
2025 June 27,
2025 July 3,
2026
Sandisk Corporation $ 100.00 $ 130.97 $ 4,847.22
S&P 500 Index $ 100.00 $ 101.49 $ 125.80
PHLX Semiconductor Sector (SOX) Index $ 100.00 $ 108.01 $ 250.79
The stock performance graph shall not be deemed soliciting material or to be filed with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any past or future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically request that it be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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Item 6. [Reserved]
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