Sandisk Corp

As filed with the Securities and Exchange Commission on April 18, 2025

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

951 Sandisk Drive

Milpitas, California 95035

(408)

801-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bernard Shek

Senior Vice President, Chief Legal Officer and Secretary

951 Sandisk Drive

Milpitas, California 95035

(408)

801-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Shelly Heyduk

Ryan Coombs

O’Melveny & Myers LLP

610 Newport Center Drive, 17

th

Floor

Newport Beach, California 92660

(949)

823-7968

Approximate date of commencement of proposed sale to the public

: From time to time after the effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated April 18, 2025

PROSPECTUS

Up to 28,827,787 Shares

Common Stock

The selling stockholder identified in this prospectus may offer, from time to time, up to 28,827,787 shares of our common stock. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder. All of the shares registered by this prospectus are currently held by Western Digital Corporation (“WDC”). WDC does not own any other common stock or equity interests in us.

Our common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SNDK.” On April 17, 2025, the closing price of our common stock as reported on the Nasdaq was $31.29 per share.

In reviewing this prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 13.

At the time the selling stockholder offers shares registered by this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of the offering and that may add to or update the information in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

WDC intends to dispose of the 28,827,787 shares of our common stock registered hereby through one or more exchanges of our common stock for WDC debt, unless it selects another method of distribution. If WDC disposes of shares of our common stock through adebt-for-equity exchange, WDC intends to deliver such shares to one or more affiliates of one or more third party lenders that hold certain indebtedness of WDC, each of which we refer to, in such role, as a“debt-for-equity exchange party.” In connection therewith, WDC and such debt-for-equity exchange party will enter into an exchange agreement with respect to such shares. Thedebt-for-equity exchange party, and not WDC or us, will receive the proceeds from the sale of the shares in any such offering. However, as a result of exchanging the shares of our common stock with thedebt-for-equity exchange party prior to any offering, WDC may be deemed to be a selling stockholder in such offering solely for U.S. federal securities law purposes. We refer to any such exchange between WDC and thedebt-for-equity exchange parties as the“debt-for-equity exchange.” In the event WDC consummates adebt-for-equity exchange, thedebt-for-equity exchange will occur on the settlement date of the applicable offering immediately prior to, and its consummation will be a condition to, the settlement of the selling stockholder’s sale of the shares to the underwriters in such offering. As a result, the consummation of such debt-for-equity exchange will also ultimately be a condition to the settlement of the underwriters’ sale of the shares to prospective investors in such offering. Alternatively, if market and general economic conditions do not support such exchanges, WDC may transfer such shares to holders of WDC common stock as dividends or in exchange for outstanding shares of WDC common stock.

The selling stockholder may offer the shares in amounts, at prices and on terms determined by market conditions at the time of the offering. The selling stockholder may sell shares through agents it selects or through underwriters and dealers it selects. The selling stockholder also may sell shares directly to investors.

If the selling stockholder uses agents, underwriters or dealers to sell the shares, we will name them and describe their compensation in a prospectus supplement.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.