# Sandisk Corporation (SNDK) — Material Events ## Filings that contain financial statements Sandisk is a domestic filer; its detailed quarterly financial statements are filed in the 10-Q (and 10-K for the full fiscal year). The 8-Ks below furnish condensed consolidated balance sheets and statements of operations (unaudited) as exhibits to the earnings press release, ahead of the corresponding 10-Q/10-K: - **Accession 0001193125-25-019298** (filed 2025-02-03) — Exhibit 99.1 is the Spin-Off Information Statement, which includes historical combined financial statements of the Flash Business (predecessor financials) and unaudited pro forma condensed combined financial information as of and for periods through fiscal year ended June 28, 2024 and the three months ended September 27, 2024. - **Accession 0002023554-25-000021** (filed 2025-05-07) — fiscal Q3 2025 (period ended March 28, 2025): condensed consolidated balance sheet and statement of operations. - **Accession 0001193125-25-180782** (filed 2025-08-14) — fiscal Q4 and full-year 2025 (period ended June 27, 2025): condensed consolidated balance sheet and statement of operations, plus full fiscal-year 2025 summary. - **Accession 0001628280-25-050180** (filed 2025-11-06) — fiscal Q1 2026 (period ended October 3, 2025): condensed consolidated balance sheet and statement of operations. - **Accession 0001628280-26-004121** (filed 2026-01-29) — fiscal Q2 2026 (period ended January 2, 2026): condensed consolidated balance sheet and statement of operations. - **Accession 0001628280-26-028879** (filed 2026-04-30) — fiscal Q3 2026 (period ended April 3, 2026): condensed consolidated balance sheet and statement of operations. - **Accession 0001628280-26-053346** (filed 2026-08-05) — fiscal Q4 and full-year 2026 (period ended July 3, 2026): consolidated balance sheet and statement of operations, plus full fiscal-year 2026 summary. ## The separation from Western Digital (February 2025) - **January 31, 2025** — The SEC declared effective Sandisk Corporation's Form 10 registration statement for its spin-off from Western Digital Corporation ("WDC"). The final information statement (dated January 31, 2025) described an 80.1% pro-rata distribution of Sandisk shares to WDC stockholders, at a ratio of one-third of a Sandisk share for each WDC share. "When-issued" trading was expected to begin around February 13, 2025 under the temporary ticker "SNDKV." (Accession 0001193125-25-019298) - **February 12, 2025** — Sandisk adopted Amended and Restated Bylaws in connection with the separation. (Accession 0001193125-25-027285) - **February 21, 2025** — Sandisk and WDC entered into the full suite of separation agreements: Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross-License Agreement, Transitional Trademark License Agreement, and Stockholder and Registration Rights Agreement. The same day, Sandisk entered into a Loan Agreement (JPMorgan Chase Bank as administrative/collateral agent) comprising a $2.0 billion Term Loan B facility (maturing February 20, 2032) and a $1.5 billion revolving credit facility (maturing February 21, 2030). Sandisk immediately borrowed the full $2.0 billion Term Loan and used roughly $1.5 billion of it to fund a dividend to WDC, with the remainder for general corporate purposes. **Effective 11:59 p.m. Pacific time on February 21, 2025, WDC completed the distribution** of Sandisk shares to WDC stockholders (one-third share of Sandisk for each WDC share held as of the February 12, 2025 record date); Sandisk became an independent public company, with WDC retaining a 19.9% stake. "Regular-way" trading under "SNDK" began February 24, 2025. The Board was expanded to nine directors, and David V. Goeckeler was named CEO and Board Chair; Luis F. Visoso Lomelin became CFO. (Accession 0001193125-25-033433) ## Leadership and governance - **March 6, 2025** — Michael R. Pokorny was appointed Chief Accounting Officer; Luis Visoso continued as CFO. (Accession 0002023554-25-000007) - **November 18, 2025** — At its annual meeting, stockholders elected seven directors, approved (on an advisory basis) executive compensation, voted for annual "say-on-pay" frequency, and ratified KPMG LLP as independent auditor for fiscal 2026. (Accession 0001193125-25-289885) - **December 30, 2025** — The Board appointed Alexander Bradley as a new director. (Accession 0001628280-26-000127) ## Supply agreements: Flash Ventures extension and enhanced collaboration with Kioxia - **January 29, 2026** — Sandisk entered into the FAL Second Commitment and Extension Agreement and the FPL Second Commitment and Extension Agreement with Kioxia, extending the terms of Flash Alliance and Flash Partners from December 31, 2029 to December 31, 2034, so that all three Flash Ventures entities (Flash Alliance, Flash Partners, and Flash Ventures) now co-terminate on that date. In connection with these agreements, Sandisk Technologies, Inc. also entered into an Agreement to Enhance Collaboration with Kioxia, under which it will pay Kioxia $1.2 billion over 2026–2029 for manufacturing services and continued availability of supply through December 31, 2034; this payment is being amortized straight-line into Cost of revenue on sale of inventory. The agreements were filed as exhibits to the Form 10-Q filed January 30, 2026 rather than as an 8-K. Sandisk sources 100% of its flash wafers from these joint ventures with Kioxia. (Accession 0001628280-26-057406 — FY2026 10-K, Item 1 and Note 10) ## Strategic transaction: Nanya Technology equity investment and DRAM supply agreement - **March 25, 2026** — Sandisk Technologies, Inc. (a wholly owned subsidiary) signed a Private Placement Subscription Agreement to acquire approximately 139 million newly issued shares of Nanya Technology Corporation (Taiwan Stock Exchange: 2408) for approximately $1.0 billion (NTD 31.05 billion), representing roughly 3.9% of Nanya's outstanding shares after the transaction, at a 15% discount to Nanya's 30-day average trading price. The shares carry a statutory three-year lock-up. Closing was to occur within 15 calendar days of signing, subject to customary conditions. Concurrently, Sandisk and Nanya entered into a multi-year strategic DRAM supply arrangement to support Sandisk's long-term DRAM sourcing. (Accession 0001193125-26-122705) - **Closing** — Sandisk remitted payment on April 8, 2026 and received 138,685,000 Nanya shares on April 28, 2026, per Note 16 of the fiscal Q3 2026 10-Q (Accession 0001628280-26-029401) and Note 11 of the FY2026 10-K (Accession 0001628280-26-057406). The subscription agreement fixed the purchase price in New Taiwan dollars (NTD 31,051,571,500). The dollar figures the filings report differ slightly between them: the Q3 10-Q states the amount remitted on April 8, 2026 as $972 million, while the FY2026 10-K states the aggregate purchase price as $970 million — the figure that ties to the $970 million purchases-of-marketable-equity-securities line in the FY2026 investing activities section. The filings do not reconcile the two dollar figures. ## Unsolicited mini-tender offer (not a company action) - **May 14, 2026** — Sandisk disclosed an unsolicited "mini-tender" offer by Tutanota LLC to purchase up to 100,000 shares (less than 0.07% of shares outstanding) at $1,150.00 per share. The company stated it is not affiliated with Tutanota, does not endorse the offer, and recommended stockholders not tender their shares. (Accession 0001193125-26-224694) ## Capital return program - **April 30, 2026** — The Board approved a $6 billion share repurchase program, to be funded from operating cash flow, with no fixed timetable or obligation to repurchase. (Accession 0001628280-26-028879) - **August 5, 2026** — The Board approved an additional $14 billion share repurchase authorization, bringing total remaining buyback authorization to $15.5 billion. (Accession 0001628280-26-053346) ## Subsequent event: additional New Business Model customer agreements - **Subsequent to July 3, 2026 (fiscal year-end)** — Sandisk entered into two additional New Business Model agreements with an aggregate transaction price of $31.3 billion; customer obligations under these agreements are supported by financial guarantees, including cash deposits. (Accession 0001628280-26-057406 — FY2026 10-K, Note 17) ## Quarterly results and guidance Sandisk's results swung from post-separation losses in fiscal 2025 to a dramatic surge in profitability through fiscal 2026, driven by a sharp NAND/flash pricing and demand recovery, particularly for Datacenter/AI-related storage. - **Fiscal Q3 2025** (reported May 7, 2025; period ended March 28, 2025): revenue $1.70 billion, down 10% sequentially but above guidance. GAAP net loss of $1.93 billion ($13.33 loss per share), which included a $1.83 billion goodwill impairment charge; non-GAAP loss per share was $0.30. Guided fiscal Q4 2025 revenue to $1.75–$1.85 billion and non-GAAP EPS to ($0.10)–$0.15. (Accession 0002023554-25-000021) - **Fiscal Q4 and full-year 2025** (reported August 14, 2025; period ended June 27, 2025): Q4 revenue $1.90 billion, up 12% sequentially and above guidance; GAAP net loss of $23 million ($0.16 loss per share); non-GAAP EPS of $0.29. Full fiscal-year 2025 revenue was $7.36 billion (up 10% year over year), with a GAAP net loss of $1.64 billion driven largely by the goodwill impairment, versus non-GAAP net income of $440 million. Guided fiscal Q1 2026 revenue to $2.10–$2.20 billion and non-GAAP EPS to $0.70–$0.90. (Accession 0001193125-25-180782) - **Fiscal Q1 2026** (reported November 6, 2025; period ended October 3, 2025): revenue $2.31 billion, up 21% sequentially and above guidance; GAAP net income $112 million ($0.75 diluted EPS); non-GAAP diluted EPS $1.22. Datacenter revenue rose 26% sequentially, with two hyperscaler customers in qualification. Guided fiscal Q2 2026 revenue to $2.55–$2.65 billion and non-GAAP EPS to $3.00–$3.40. (Accession 0001628280-25-050180) - **Fiscal Q2 2026** (reported January 29, 2026; period ended January 2, 2026): revenue $3.03 billion, up 31% sequentially and above guidance; GAAP net income $803 million ($5.15 diluted EPS); non-GAAP diluted EPS $6.20. Datacenter revenue rose 64% sequentially on AI infrastructure demand. Guided fiscal Q3 2026 revenue sharply higher, to $4.40–$4.80 billion, with non-GAAP EPS of $12.00–$14.00. (Accession 0001628280-26-004121) - **Fiscal Q3 2026** (reported April 30, 2026; period ended April 3, 2026): revenue $5.95 billion, up 97% sequentially and above guidance, on a mix shift toward higher-value (Datacenter, up 233% sequentially) customers and higher pricing; GAAP net income $3.62 billion ($23.03 diluted EPS); non-GAAP diluted EPS $23.41. The company reported three signed "New Business Model" (NBM) long-term customer agreements as of quarter-end, with two more signed early in fiscal Q4. The balance sheet showed long-term debt reduced to zero (from $1.83 billion at fiscal year-end 2025), alongside a $46 million loss on debt extinguishment recorded in the quarter, consistent with early repayment of the 2025 term loan. Guided fiscal Q4 2026 revenue to $7.75–$8.25 billion and non-GAAP EPS to $30.00–$33.00. (Accession 0001628280-26-028879) - **Fiscal Q4 and full-year 2026** (reported August 5, 2026; period ended July 3, 2026): Q4 revenue $8.97 billion, up 51% sequentially, with sequential growth roughly one-third from higher volumes and two-thirds from higher pricing; GAAP net income $6.90 billion ($43.97 diluted EPS); non-GAAP diluted EPS $39.25. Full fiscal-year 2026 revenue was $20.25 billion, up 175% year over year, with GAAP net income of $11.43 billion ($73.76 diluted EPS) and non-GAAP diluted EPS of $70.88. Datacenter revenue for the year rose 437% to $5.15 billion. Since the April earnings call, the company signed five additional NBM agreements (three with new customers, two expansions of existing NBMs). Guided fiscal Q1 2027 revenue to $10.30–$10.80 billion and non-GAAP EPS to $44.00–$46.00. (Accession 0001628280-26-053346) ## Period covered This summary covers February 2025 through August 2026, spanning Sandisk's full history as a standalone public entity since its separation from Western Digital.