David Goeckeler - May 9, 2025 Form 4 Insider Report for Sandisk Corp (SNDK)

Role: Chairman and CEO, Director
Signature: By: /s/ Van Huynh Attorney-in-Fact For: David Goeckeler
Stock symbol: SNDK
Transactions as of: May 9, 2025
Transactions value $: $0
Form type: 4
Date filed: 5/13/2025, 09:12 PM
Previous filing: Mar 14, 2025
Next filing: May 22, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Goeckeler David	Chairman and CEO, Director	C/O SANDISK CORPORATION, 951 SANDISK DRIVE, MILPITAS	By: /s/ Van Huynh Attorney-in-Fact For: David Goeckeler	2025-05-13	0001713941

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SNDK	Performance Shares	Award	$0	+954K		$0.00	954K	May 9, 2025	Common Stock	954K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each performance stock unit (PSU) represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.
F2	Represents the grant of performance stock units (PSU) to the Reporting Person. Each PSU granted represents a contingent right to receive shares of the Issuer's common stock. The number of PSUs listed is based on a maximum 300% achievement of stock price performance targets approved by the Company's Compensation and Talent Committee over a three-year performance period beginning March 3, 2025 and ending on February 24, 2028 (the "Maximum Performance Target"), which would require the Company achieving a 90-day trading average of $105.91. If the performance target is achieved at a rate below the Maximum Performance Target, or is not achieved, the corresponding portion of the PSUs that do not vest are forfeited. Earned PSUs will vest on February 24, 2028, subject to the reporting person's continuous service to the Issuer.

Content

Each performance stock unit (PSU) represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock.

Represents the grant of performance stock units (PSU) to the Reporting Person. Each PSU granted represents a contingent right to receive shares of the Issuer's common stock. The number of PSUs listed is based on a maximum 300% achievement of stock price performance targets approved by the Company's Compensation and Talent Committee over a three-year performance period beginning March 3, 2025 and ending on February 24, 2028 (the "Maximum Performance Target"), which would require the Company achieving a 90-day trading average of $105.91. If the performance target is achieved at a rate below the Maximum Performance Target, or is not achieved, the corresponding portion of the PSUs that do not vest are forfeited. Earned PSUs will vest on February 24, 2028, subject to the reporting person's continuous service to the Issuer.