UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 1830, 2025

Sandisk Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

~~001-42420~~

~~99-1508671~~

001-42420

99-1508671

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

951 Sandisk Drive

95035

Milpitas

California

(Address of Principal Executive Offices)

(Zip Code)

951 Sandisk Drive
Milpitas
California		95035
(Address of Principal Executive Offices)		(Zip Code)

(408) 801-1000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	SNDK	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐
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 13(a) of the Exchange Act. ☐

☐Item 5.02 Departure ~~Soliciting~~of ~~material~~Directors ~~pursuant~~or toCertain ~~Rule~~Officers; ~~14a-12~~Election ~~under~~of ~~the~~Directors; ~~Exchange~~Appointment ~~Act~~of ~~(17~~Certain ~~CFR~~Officers; ~~240.14a-12)~~Compensatory Arrangements of Certain Officers

☐On ~~Pre-commencement~~December ~~communications~~30, ~~pursuant~~2025, tothe ~~Rule~~Board ~~14d-2~~of Directors (bthe “Board”) ~~under~~of Sandisk Corporation (the ~~Exchange~~“Company”) ~~Act~~unanimously ~~(17~~appointed ~~CFR~~Alexander ~~240~~Bradley to serve as a member of the Board until the Company’s next annual meeting of stockholders and until his respective successor is duly elected and qualified.~~14d-2~~ There are no arrangements or understandings between Mr. Bradley and any other person pursuant to which Mr. Bradley was appointed to serve on the Board. Mr. Bradley does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(ba)) of Regulation S-K.

☐Mr. ~~Pre-commencement~~Bradley ~~communications~~will ~~pursuant~~receive tocompensation ~~Rule~~for ~~13e~~his service as a director in accordance with the Company’s standard compensation program for non-~~4(c)~~employee ~~under~~directors, which is summarized in the “Director Compensation” section of the Company’s Proxy Statement, as filed with the Securities and Exchange ~~Act~~Commission (17the ~~CFR~~“SEC”) ~~240~~on October 7, 2025.~~13e~~ In accordance with the Company’s customary practice, the Company has also entered into its standard form of indemnity agreement with Mr. Bradley, which agreement is filed as Exhibit 10.10 to the Company’s Current Report on Form 8-~~4(c))~~K filed with the SEC on February 24, 2025.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Common Stock, $0.01 Par Value Per Share	SNDK	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Sandisk Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 18, 2025. Results of the voting at the Annual Meeting are set forth below.

Proposal 1. Election of Directors. The stockholders elected the following seven directors to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:

	For		Against		Abstain		Broker Non-Votes
Richard B. Cassidy II		108,082,365		597,249		52,602		14,476,289
Thomas Caulfield		108,107,990		573,502		50,724		14,476,289
David V. Goeckeler		102,617,329		6,074,694		40,193		14,476,289
Devinder Kumar		108,077,890		601,504		52,822		14,476,289
Necip Sayiner		107,720,427		957,645		54,144		14,476,289
Ellyn J. Shook		108,515,989		165,287		50,940		14,476,289
Miyuki Suzuki		108,377,092		312,518		42,606		14,476,289

Proposal 2. Advisory Vote on Named Executive Officer Compensation. The stockholders approved, on an advisory basis, the named executive officer compensation described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2025. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
106,849,286		1,787,342		95,588		14,476,289

Proposal 3. Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders voted to approve, on an advisory basis, holding future advisory votes on named executive officer compensation every year. The voting results were as follows:

1 Year		2 Years		3 Years		Abstain
107,275,446		62,475		1,310,157		84,138

Based on the results of Proposal 3’s advisory vote, and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of stockholder votes on executive compensation.

Proposal 4. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026. The voting results were as follows:

For		Against		Abstain
122,820,985		282,154		105,366

There were no broker non-votes with respect to Proposal 4.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Sandisk Corporation

(Registrant)

By:

/s/ Bernard Shek

Bernard Shek

Chief Legal Officer
and Secretary

Date: ~~November 20~~December 30, 2025

Filing Compare · Sandisk Corp