Sandisk Corp

Current report

Repurchases of Equity Securities

Current report

The following table provides information about repurchases by us of our common stock during the quarter ended October 2, 2026:

Current report

(1) Represents the average price paid per share, calculated as the total cash paid (including directly attributable commissions and fees but excluding excise tax payments) divided by the total number of shares repurchased during the period.

Current report

(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 (exclusive of fees and commissions) 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 (exclusive of fees and commissions) of our common stock (collectively, the “Repurchase Programs”). There is no expiration date for the Repurchase Programs. Repurchases under the Repurchase Programs may be made in the open market (including under a plan adopted pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934), through privately negotiated transactions, or by other methods of acquiring shares. The amount and timing of share repurchases will depend on market conditions and other relevant factors. We expect share repurchases to be funded by operating cash flows. We may suspend or discontinue the Repurchase Programs at any time.

Current report

(3)Represents the approximate remaining dollar value of shares that may yet be purchased under the Repurchase Programs. The authorized amounts under these programs are stated exclusive of directly attributable commissions and certain taxes. Accordingly, the remaining repurchase capacity shown in this column may not equal the difference between the total dollar authorization and cumulative amounts reported in the Average Price Paid per Share column.

Previous report

Long-term agreements expose us to certain execution, financial, and market risks, which could be significant.

Previous report

We have entered into long-term agreements with certain customers that commit us to deliver and our customers to purchase substantial volumes of products over multi-year periods. Our ability to fulfill our obligations under these agreements depends on a number of factors, including our manufacturing capacity, production yields, supply chain performance, and the availability of raw materials and other critical inputs. If we are unable to deliver products in the quantities, at the times, or meeting the specifications required under these agreements, we may be subject to pricing or volume reductions, contractual damages, other financial penalties, or early termination. There can be no assurance that we will be able to perform these contractual obligations throughout the contract terms without disruption or shortfall. Any failure to perform could harm our customer relationships, damage our reputation, and have a material adverse effect on our results of operations and financial condition.

Previous report

If a customer were to breach its purchase obligations, or if we were to breach our obligations and a customer were to terminate or reduce its volume commitments, we may need to find alternative customers for any affected product volumes. Depending on market conditions at the time, we may be unable to resell those products at comparable prices, or at all, which could result in reduced revenue, lower margins, excess inventory, or manufacturing underutilization or asset impairment charges, and could have a material adverse effect on our business, results of operations, and financial condition.

Previous report

Each agreement includes certain financial guarantees that protect us if the customer fails to perform its purchase obligations. In such event, these financial guarantees are expected to offset at least some portion of revenue that may be lost due to the customer’s failure to perform, but they may not fully offset such lost revenue depending on when during the contract term the customer’s failure to perform were to occur and other factors.