Sandisk Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Sandisk Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

INSPIRATION AND

INNOVATION IN MOTION (→)

Sandisk delivers innovative Flash solutions and advanced memory technologies that meet people and businesses at the intersection of their aspirations and the moment, enabling them to keep moving and pushing possibility forward.

LETTER FROM OUR CHAIR AND LEAD INDEPENDENT DIRECTOR

Dear Fellow Stockholders:

We are pleased to invite you to the 2026 Annual Meeting of Stockholders.

This past year marked an inflection point for Sandisk. We are leveraging decades of technology leadership to advance innovation, deepen customer relationships, and capture the significant opportunities created by artificial intelligence ("AI") and the rapidly growing demand for high-performance flash storage. With our sharpened focus on high-performance flash storage, we took decisive steps to strengthen our margins and our technology roadmap, and to enhance the long-term value we deliver to you, our stockholders.

Our strong performance across key financial and operational metrics reflects the successful execution of our strategy, the strength of our technology leadership, and our trusted position as a leading provider of innovative flash storage solutions for the AI era.

Executing on Our Strategy for Long-Term Value Creation

Fiscal 2026 has been a year of remarkable momentum and exceptional execution. We generated record revenue of $20.25 billion, up 175% year-over-year, driven in part by our shift toward higher-value customers and the expanding role of flash storage in AI-enabled data infrastructure. The rapid growth of AI is driving an unprecedented increase in data creation and storage requirements. As a result, high-performance NAND flash is becoming an increasingly critical and cost-effective solution, expanding the long-term market opportunity for advanced flash storage. We are confident that our world-class product portfolio and technology leadership will continue to drive datacenter customers to see Sandisk as a partner of choice over the long term.

This year, we advanced to a new business model built on multi-year customer engagements backed by firm financial commitments, and this transformation is driving structurally higher and more durable earnings power. Additionally, we achieved our net cash milestone ahead of plan, reached a zero-debt balance sheet by year-end, and authorized a share repurchase program. These actions reflect the strength of our financial position and the disciplined execution of the strategy established by our Board and management team. Building on this foundation, we believe we are positioned to continue delivering substantial long-term value creation for our stockholders.

Our Board Is Purpose Built for Our Strategic Needs

Our Board has been thoughtfully and intentionally constructed to reflect the strategic priorities of Sandisk as a leading independent flash memory company. We believe our directors bring a valuable mix of experiences and qualifications, pairing extensive institutional understanding of Sandisk's business, technology, and people with new viewpoints that strengthen our oversight in an evolving industry. Our Board members’ deep expertise across essential areas maps directly to our business priorities and the opportunities on the horizon for Sandisk. We believe this breadth of experience enables the Board to provide informed oversight of our strategy, opportunities, and risks while supporting the Company's continued growth and innovation.

Our recurring board evaluation and refreshment process resulted in the appointment of Alexander Bradley to our Board in December 2025. Mr. Bradley brings exceptional operational finance expertise and strategic insights to our Board, with a unique understanding of how to successfully navigate the demands of a capital-intensive industry.

Our Ongoing Commitment to Good Governance and Our Stockholders

We view governance as a top priority, anchored in integrity, accountability, and transparency. Our Board places a premium on strong, independent oversight, and we remain committed to regularly evaluating and refining our governance structures to align with stockholder expectations and long-term value creation. As part of this, we have an ongoing, dedicated stockholder engagement program to solicit feedback, which serves as a key input in Board deliberations on governance, strategy, and compensation.

On behalf of the entire Board and executive team, we thank you for the confidence you have placed in Sandisk. It has been a remarkable year, and the backing and input of our investors have been vital throughout. We look forward to continuing this journey together.

Sincerely,

David V. GoeckelerChair of the Board

Richard B. Cassidy IILead Independent Director

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TimeOnline check-in begins:7:45 a.m. Pacific TimeMeeting begins:8:00 a.m. Pacific Time

LocationOur annual meeting will be a completely virtual meeting of stockholders that will provide stockholders with comparable rights and opportunities to participate as they would have at an in-person meeting. To participate, vote or submit questions during the annual meeting via webcast, please visit: www.virtualshareholdermeeting.com/SNDK2026. Please see the section entitled “Additional Information— General Information About the Annual Meeting—Virtual Annual Meeting” for additional information.

Who Can VoteHolders of record of shares of our common stock at the close of business on September 21, 2026 will be entitled to notice of and to vote, together as a single class, at our annual meeting and any postponements or adjournments of the meeting.

Voting Shares in Advance of The Meeting

Your vote is very important. Please submit your proxy as soon as possible via the Internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your vote will be counted regardless of whether you attend the annual meeting.

Matters to Be Voted On and Board Recommendations

Proposal 1

Election of the eight director nominees named in the attached Proxy Statement to serve until our next annual meeting of stockholders and until their respective successors are duly elected and qualified

Proposal 2

Approval on an advisory basis of the named executive officer compensation disclosed in the attached Proxy Statement

Proposal 3

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2027

At the meeting, we will also consider any other business that may properly come before our annual meeting and any postponements or adjournments of the meeting.

By Order of our Board of Directors,

Bernard Shek

Chief Legal Officer and Secretary

October 6, 2026

Important notice regarding the availability of proxy materials for our annual meeting of stockholders to be held on November 17, 2026:

On or about October 6, 2026, proxy materials for the annual meeting, including the attached Proxy Statement and our Annual Report for the fiscal year ended July 3, 2026, are being furnished to stockholders entitled to vote at the annual meeting. The Proxy Statement and 2026 Annual Report are available on our Investor Relations website atinvestor.sandisk.com. You can also view these materials atwww.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials.

DISCLAIMERS

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Sandisk Corporation’s (the “Company’s”) business strategy and strategic priorities, including expectations regarding opportunities, demand, the new business model and long-term agreements, product and technology developments, and all statements regarding the Company’s expected future position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, our efforts to deliver sustainable growth and long-term stockholder value, the Company’s executive compensation philosophy, program design and anticipated outcomes, corporate governance practices, board composition and refreshment, sustainability and corporate responsibility initiatives, future financial and operational performance as described herein, and long-term stockholder value and statements containing the use of forward-looking words, such as “may,” “will,” “could,” “would,” “should,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “approximate,” “intend,” “target”, and the like, or the use of the future tense of these or similar words. These forward-looking statements are based on management’s current expectations, represent the most current information available to the Company as of the date of this Proxy Statement and are subject to a number of risks, uncertainties and other factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to: adverse changes in global or regional economic conditions, including the impact of evolving trade policies, tariff regimes and trade wars; volatility in demand for the Company’s products; pricing trends and fluctuations in average selling prices; inflation; changes in interest rates and a potential economic recession; future responses to and effects of global health crises; the impact of business and market conditions; the impact of competitive products and pricing; the Company’s development and introduction of products based on new technologies and management of technology transitions; risks associated with strategic initiatives, including restructurings, acquisitions, divestitures,

cost saving measures, and joint ventures; risks related to product defects; difficulties or delays in product ramps, manufacturing, or other supply chain disruptions; the Company’s reliance on strategic relationships with key partners, including Kioxia Corporation; risks related to the Company’s long-term agreements; fluctuation of the Company’s operating results, including due to changes in demand, industry cycle and timing of customer deployments, and the Company’s ability to accurately forecast demand; the attraction, retention, and development of skilled management and technical talent; risks associated with the use of artificial intelligence in the Company’s business operations; changes to the Company’s relationships with key customers or consolidation among the Company’s customer base; compromise, damage, or interruption from cybersecurity incidents or other data system security risks; the Company’s reliance on intellectual property; fluctuations in currency exchange rates; actions by competitors; risks related to the Company’s share repurchase program; risks associated with compliance with changing legal and regulatory requirements; and other risks and uncertainties listed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K filed with the SEC on August 27, 2026 (the “2026 Annual Report on Form 10-K”), to which your attention is directed. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not intend and undertake no obligation to update or revise these forward-looking statements to reflect new information or events after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.

Website References

You may also access additional information about Sandisk atinvestor.sandisk.com. References to our website throughout this Proxy Statement are provided for convenience only, and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.

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