Sandisk Corp

We have described under the heading “Risk Factors” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 17, 2026 for the year ended July 3, 2026 a number of risks and uncertainties that could cause our actual results of operations and financial condition to vary materially from past, or from anticipated future, results of operations and financial condition. There have been no material changes from these risk factors previously described in our Annual Report on Form 10-K for the year ended July 3, 2026. These risks and uncertainties are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently deem not material may also adversely affect our business, financial condition, results of operations or the market price of our common stock.

Repurchases of Equity Securities

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

(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.

(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.

(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.