DEF 14A of Sandisk Corp, Oct 6, 2026

DEF 14A of Sandisk Corp

Filed Oct 6, 2026 · FY20260001308179-26-000423

Open on EDGAR

  1. TABLE OF CONTENTS

    | Executive Compensation Tables and Narratives | 56 | | Fiscal 2026 Summary Compensation Table | 56 | | Fiscal 2026 Grants of Plan-Based Awards Table | 57 | | Description of Compensation Arrangements for Named Executive Officers | 58 | | Outstanding Equity Awards at Fiscal 2026 Year-End Table | 58 | | Fiscal 2026 Option Exercises and Stock Vested Table | 59 | | Potential Payments upon Termination or Change in Control | 60 | | Pay Versus Performance | 62 | | Equity Compensation Plan Information | 65 | | Stock Ownership Information | 66 | | Audit Committee Matters | 68 | | Proposal 3: Ratification of Appointment of Our Independent Registered Public Accounting Firm | 68 | | Report of the Audit Committee | 69 | | Additional Information | 70 | | General Information About the Annual Meeting | 70 | | Virtual Annual Meeting | 70 | | Availability of Annual Report | 73 | | Communication with our Company | 73 | | Appendix A—Non-GAAP Financial Measures | A-1 |

  2. Our Director Nominees

    Our Director Nominees

  3. Our Director Nominees

    | | | | | Alexander Bradley, 45 CFO, First Solar, Inc. Director Since: 2025 Other Current Public Directorships: None Committee Membership: | Richard B. Cassidy II, 75 Lead Independent Director Former Chairman and CEO, Taiwan Semiconductor Manufacturing Company (“TSMC”) Arizona Corporation. Director Since: 2025 Other Current Public Directorships: Microchip Technology Committee Membership: | Thomas Caulfield, 67 Former CEO, GlobalFoundries Inc. Director Since: 2025 Other Current Public Directorships: GlobalFoundries Inc.; USA Rare Earth, Inc. Committee Membership: |

  4. Our Director Nominees

    | | | | | David V. Goeckeler, 64 CEO, Sandisk Corporation Chair of the Board Director Since: 2025 Other Current Public Directorships: Automatic Data Processing, Inc. Committee Membership: | Devinder Kumar, 71 Former CFO, Advanced Micro Devices, Inc. Director Since: 2025 Other Current Public Directorships: Ciena Corporation Committee Membership: | Necip Sayiner, 61 Former executive vice president and general manager, Renesas Electronics Corporation. Director Since: 2025 Other Current Public Directorships: Rambus Inc.; Axcelis Technologies, Inc.; Teradyne, Inc. Committee Membership: |

  5. Our Director Nominees

    | | | | Ellyn J. Shook, 63 Former chief leadership and human resources officer, Accenture plc Director Since: 2025 Other Current Public Directorships: The Baldwin Insurance Group, Inc.; Schneider Electric SE Committee Membership: | Miyuki Suzuki, 66 Former president, Asia Pacific, Japan and China, Cisco Systems, Inc. Director Since: 2025 Other Current Public Directorships: Twilio Inc.; Mitsubishi UFJ Financial Group, Inc. (“MUFG”). Committee Membership: |

  6. Our Director Nominees

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board | | Independent |

  7. Our Director Nominees

    | | PROXY SUMMARY | PG. 007 |

  8. Nominees for Election

    Nominees for Election Below is information about the experience and other key qualifications and attributes of each of our Board’s eight director nominees.

  9. Nominees for Election

    | | | | | Alexander Bradley Age: 45 | | | Director Since: December 2025 | | Career Highlights First Solar, Inc., a solar technology and manufacturing company •CFO (2016-current) •Vice president, project finance (2010-2016) •Treasurer (2014-2016) | Skills & Experience Supporting Board Nomination •Mr. Bradley brings exceptional operational finance and strategic insights to our Board given his experience as a CFO of First Solar, Inc. and navigating the demands of a capital-intensive industry. •Prior to joining First Solar, Inc., where he has served as CFO since 2016, Mr. Bradley worked in investment banking and leveraged finance at HSBC in London and New York, focusing on the energy and utilities sector. •Mr. Bradley’s executive roles, along with his financial experience, qualify him as an “audit committee financial expert” under SEC rules. |

  10. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  11. Nominees for Election

    | PG. 010 | 2026 PROXY STATEMENT | |

  12. Nominees for Election

    | | | | | Richard B. Cassidy II Age: 75 | | | Director Since: February 2025 | | | Other Public Boards: •Current: Microchip Technology Inc. | | Career Highlights Taiwan Semiconductor Manufacturing Company (“TSMC”) Arizona Corporation, an advanced semiconductor manufacturing fabrication company •Chairman, CEO, and former president (January 2020-July 2025) TSMC Ltd., a multinational semiconductor manufacturing company •Senior vice president (2019-July 2025) •President and CEO, North America (2004-2018) | Skills & Experience Supporting Board Nomination •From his more than 47 years of experience in the semiconductor industry, including over 30 years in executive leadership roles, Mr. Cassidy brings to our Board deep expertise in both the technical and business areas of the industry. •Additionally, Mr. Cassidy was formerly a board member of the Global Semiconductor Alliance for 22 years, an organization dedicated to the advancement of the worldwide semiconductor industry. •Mr. Cassidy’s executive and board roles, along with his financial experience, qualify him as an “audit committee financial expert” under SEC rules. •Mr. Cassidy holds a bachelor’s degree in engineering from West Point and served six years as an officer in the U.S. Army. |

  13. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  14. Nominees for Election

    | | CORPORATE GOVERNANCE MATTERS | PG. 011 |

  15. Nominees for Election

    | | | | | Thomas Caulfield Age: 67 | | | Director Since: January 2025 | | | Other Public Boards: •Current: GlobalFoundries Inc.; USA Rare Earth, Inc. •Past Five Years: Western Digital Corporation | | Career Highlights GlobalFoundries Inc., a multinational semiconductor contract manufacturing and design company •Executive chair of the Board (April 2025-current) •CEO (2018-April 2025) •Senior vice president and general manager, Fab 8 semiconductor wafer manufacturing facility (2014-2018) Soraa, Inc., an LED lighting solutions company •President and chief operating officer (2012-2014) Caitin Inc., a clean energy startup •CEO (2010-2012) | Skills & Experience Supporting Board Nomination •Having served as an executive in the technology industry for over 30 years, Dr. Caulfield brings crucial semiconductor technical and business expertise enabling our Board to oversee strategies to drive innovation and unlock stockholder value. •Dr. Caulfield has direct experience leading various aspects of global technology companies ranging from research and development, to supply chain, to sales. •Dr. Caulfield brings management experience as the former CEO of GlobalFoundries, as well as public company board experience as the executive chair of the board of GlobalFoundries. |

  16. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  17. Nominees for Election

    | PG. 012 | 2026 PROXY STATEMENT | |

  18. Nominees for Election

    | | | | | David V. Goeckeler Age: 64 | | | Director Since: January 2025 | | | Other Public Boards: •Current: Automatic Data Processing, Inc. •Past Five Years: Western Digital Corporation | | Career Highlights Sandisk Corporation •CEO and Chair of the Board (February 2025-present) Western Digital Corporation •CEO (March 2020-February 2025) Cisco Systems, Inc., a multinational technology company •Executive vice president and general manager, networking and security (2017-March 2020) •Senior vice president and general manager, networking and security business group (2016-2017) | Skills & Experience Supporting Board Nomination •With more than 30 years of experience in the technology industry, Mr. Goeckeler has a proven ability to set and implement the strategy of large, global technology franchises, including in his current position as our CEO. • Mr. Goeckeler brings deep experience in technical and senior management positions, having previously positioned WDC, in his capacity as its CEO, to capitalize on opportunities in the shifting landscape through large-scale development projects and strategic acquisitions, culminating in the separation of Sandisk from WDC. •Mr. Goeckeler’s experience allows him to lead and manage our day-to-day operations, while overseeing the strategic direction of Sandisk. |

  19. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  20. Nominees for Election

    | | CORPORATE GOVERNANCE MATTERS | PG. 013 |

  21. Nominees for Election

    | | | | | Devinder Kumar Age: 71 | | | Director Since: February 2025 | | | Other Public Boards: •Current: Ciena Corporation | | Career Highlights Advanced Micro Devices, Inc., a multinational semiconductor company •CFO (2013-January 2023) •Treasurer (2015-January 2023) •Corporate controller (2001-2012) | Skills & Experience Supporting Board Nomination •Mr. Kumar has over 40 years of experience in the global semiconductor industry, including 10 years as CFO and executive vice president of Advanced Micro Devices, Inc. (“AMD”), a multinational semiconductor company. Mr. Kumar brings to our Board expertise in financial management, global experience, and in driving stockholder value through his experience leading the finance function at AMD as it experienced rapidly increasing market capitalization gains. Mr. Kumar is also currently chair of the audit committee of a public company. •Mr. Kumar has global experience spanning North America, Asia, Europe and the Middle East, including spending 10 years in Asia in various leadership positions for AMD’s manufacturing group across Malaysia, Singapore, Thailand and China. •Mr. Kumar’s executive and board roles, along with his financial experience, qualify him as an “audit committee financial expert” under SEC rules. |

  22. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  23. Nominees for Election

    | PG. 014 | 2026 PROXY STATEMENT | |

  24. Nominees for Election

    | | | | | Necip Sayiner Age: 61 | | | Director Since: February 2025 | | | Other Public Boards: •Current: Rambus Inc.; Axcelis Technologies, Inc.; Teradyne, Inc. •Past Five Years: Power Integrations, Inc. | | Career Highlights Renesas Electronics Corporation, a provider of semiconductor solutions •Executive vice president and general manager (2017-2019) • President, Renesas Electronics America (2017-2019) Intersil Corporation, a provider of power management and precision analog solutions • President and CEO (2013-2017) Silicon Laboratories Inc., a fabless global technology and semiconductor manufacturer •President and CEO (2005-2012) | Skills & Experience Supporting Board Nomination • Dr. Sayiner brings over 20 years of expertise and leadership within the semiconductor industry as a former CEO and executive leader at Renesas Electronics, Intersil and Silicon Laboratories. • Dr. Sayiner brings a strong track record of building sustainable and profitable businesses, developing high-caliber talent and establishing trust and transparency with stockholders, as well as technical expertise in data infrastructure, research and development, strategic planning, and large corporate transformations. •Dr. Sayiner also served as the chairman of the Semiconductor Industry Association from 2015 to 2016 and as vice chairman from 2014 to 2015. |

  25. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  26. Nominees for Election

    | | CORPORATE GOVERNANCE MATTERS | PG. 015 |

  27. Nominees for Election

    | | | | | Ellyn J. Shook Age: 63 | | | Director Since: February 2025 | | | Other Public Boards: •Current: The Baldwin Insurance Group, Inc.; Schneider Electric SE | | Career Highlights Accenture plc, a global professional services company •Accenture luminary, senior client advisor (March 2025-September 2025) •Chief leadership and human resources officer (2014-September 2024) •Senior managing director, human resources (2011-2014) •Lead, global human resources (2004-2011) | Skills & Experience Supporting Board Nomination •Ms. Shook brings nearly 37 years of experience in global leadership, talent, and compensation strategy as the former chief leadership and human resources officer of Accenture. •Ms. Shook also brings public company board experience and is currently chair of the compensation committee and member of the nominating and governance committee at The Baldwin Insurance Group and chair of the human capital and remuneration committee at Schneider Electric. •Ms. Shook has also led large-scale talent transformations across waves of technology disruptions and is a renowned thought leader, creating pioneering research on people and work. • Ms. Shook also serves as an executive committee member of the Peer Roundtable of Chief Human Resources Officers and as a member of the board of directors of the National Academy of Human Resources. |

  28. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  29. Nominees for Election

    | PG. 016 | 2026 PROXY STATEMENT | |

  30. Nominees for Election

    | | | | | Miyuki Suzuki Age: 66 | | | Director Since: January 2025 | | | Other Public Boards: •Current: Twilio Inc.; MUFG, Inc. •Past Five Years: Western Digital Corporation | | Career Highlights Cisco Systems, Inc., a multinational technology company •President, Asia Pacific, Japan and China (2018-February 2021) •President and general manager, Japan (2015-2018) Jetstar Japan Co., Ltd., a Japanese airline •President and CEO (2011-2015) KVH Co. Ltd. (now Colt Technology Services Co., Ltd.), a global digital infrastructure company •President and vice chairman (2007-2011) LexisNexis Group Asia Pacific, a data analytics and research firm •President and CEO (2004-2006) | Skills & Experience Supporting Board Nomination •Ms. Suzuki is a seasoned leader in the technology and telecommunications industries contributing to our Board’s comprehensive perspectives around the technology industry. •Ms. Suzuki also has deep global operations experience across the Asia Pacific region, which provides valuable insight for our Board with our joint venture with Kioxia Corporation. •Ms. Suzuki has substantial governance experience as a public company director at Twilio, a global software company, and Mitsubishi UFJ Financial Group, Inc., a Japan-based global bank and financial services firm, and private company board experience specific to Japan-based companies (Jera Co., Inc. and, previously, MetLife Japan). |

  31. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Committee Chair | | Chair of the Board |

  32. Nominees for Election

    | | CORPORATE GOVERNANCE MATTERS | PG. 017 |

  33. Director Nominee Skills and Experience

    Director Nominee Skills and Experience Our Board of Directors believes our nominees’ breadth of experience and mix of qualifications, attributes, and skills strengthen our Board’s independent leadership and effective oversight of management.

  34. Director Nominee Skills and Experience

    | Independence | Gender | Age | | | 88% Independent | 25% Women | 63 Years Average | | | Independent Non-Independent | Women Men | <60 Years >65 Years | 60-65 Years |

  35. Director Nominee Skills and Experience

    | Director Nominee Skills, Experience and Backgrounds | | | | | | | | | | | | Executive | | | | | | | | | | | Semiconductor | | | | | | | | | | | Data Infrastructure | | | | | | | | | | | Artificial Intelligence | | | | | | | | | | | Strategic Transactions | | | | | | | | | | | Manufacturing | | | | | | | | | | | Operations and Infrastructure | | | | | | | | | | | Technology/Innovation | | | | | | | | | | | Global | | | | | | | | | | | Finance and Accounting | | | | | | | | | | | Cybersecurity | | | | | | | | | | | Risk Management | | | | | | | | | | | Sustainability and Corporate Responsibility | | | | | | | | | | | Human Capital Management | | | | | | | | |

  36. Director Nominee Skills and Experience

    | | Indicates expertise derived from direct and hands-on experience or direct managerial experience with the subject matter during his/her career | | | Indicates experience derived through: (i) board or relevant committee membership at our company or another public company; (ii) executive leadership or board membership of a public company in the relevant industry; or (iii) consulting, investment banking, private equity investing, or legal experience |

  37. Director Nominee Skills and Experience

    We believe our Board is highly qualified, deeply engaged, and exceptionally well-positioned to effectively oversee Sandisk and the execution of our long-term strategy.

  38. Director Nominee Skills and Experience

    | PG. 018 | 2026 PROXY STATEMENT | |

  39. Director Compensation

    Director Compensation

  40. Fiscal 2026 Director Compensation Program for Non-Employee Directors

    Fiscal 2026 Director Compensation Program for Non-Employee Directors We believe that it is important to attract and retain exceptional and experienced directors who understand our business, and to offer compensation opportunities that further align the interests of our non-employee directors with those of our stockholders. The Compensation and Talent Committee, with the assistance of its independent compensation consultant, regularly reviews our non-employee director compensation and market trends in director compensation (including non-employee director compensation practices at a group of peer companies) and evaluates the competitiveness and reasonableness of the compensation program in light of general trends and practices. The committee makes recommendations based on such review to our Board of Directors, which determines whether any changes should be made to our non-employee director compensation program. We established a compensation program for fiscal 2026 for each of our non-employee directors that generally consisted of a combination of annual cash retainers and restricted stock units (“RSUs”). As a part of its most recent review of the non-employee director compensation program, the Compensation and Talent Committee reviewed an analysis of competitive market data and determined that our non-employee director compensation was appropriate for fiscal 2026. There are currently no planned changes to the non-employee director compensation program for fiscal 2027. The following section describes the elements and other features of our director compensation program for fiscal 2026 for non-employee directors. Non-Employee Director Cash Retainer Fees Cash retainer fees are paid to our non-employee directors based on Board and committee service from annual meeting to annual meeting and are paid in a lump sum immediately following the annual meeting marking the start of the year. The following table sets forth the schedule of annual cash retainer and committee membership fees for our non-employee directors for fiscal 2026.

  41. Fiscal 2026 Director Compensation Program for Non-Employee Directors

    | Type of Fee | Current Annual Fee ($) | | Annual Retainer | 85,000 | | Additional Committee Member Retainers: | | | Audit Committee | 15,000 | | Compensation and Talent Committee | 12,500 | | Governance Committee | 10,000 | | Additional Committee Chair Retainers: | | | Audit Committee | 25,000 | | Compensation and Talent Committee | 22,500 | | Governance Committee | 15,000 |

  42. Fiscal 2026 Director Compensation Program for Non-Employee Directors

    A non-employee director serving as Chair of a Board committee receives both the Additional Committee Chair Retainer and the Additional Committee Member Retainer for that committee. Non-employee directors who are appointed to our Board, a Board committee, or to one of our Chair positions noted above during the year are paid a pro rata amount of the annual retainer fees for that position based on service to be rendered for the remaining part of the year after appointment. Non-employee directors do not receive a separate fee for each Board or committee meeting they attend. We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred to attend each Board or committee meeting.

  43. Fiscal 2026 Director Compensation Program for Non-Employee Directors

    | | CORPORATE GOVERNANCE MATTERS | PG. 033 |

  44. Fiscal 2026 Director Compensation Program for Non-Employee Directors

    Non-Employee Director Equity Awards Under our Non-Employee Director Restricted Stock Unit Grant Program, each of our non-employee directors automatically received for fiscal 2026 an award of RSUs equal in value to $240,000 (or, in the case of our Lead Independent Director, $280,000). Non-employee directors are typically granted awards immediately following the annual meeting of stockholders if re-elected as a director at that meeting. In the case of a non-employee director who is newly elected or appointed after the date of the annual meeting, we grant a prorated award of RSUs for the year in which he or she is elected or appointed. The number of RSU awards granted was calculated by dividing the applicable dollar amount by the closing price of our common stock on the grant date. The RSUs granted in fiscal 2026 vest 100% upon the earlier of: (i) November 18, 2026 (the first anniversary of the grant date); and (ii) immediately prior to the first annual meeting of stockholders held after the grant date, subject to continued service through that date. Deferred Compensation Plan for Non-Employee Directors We permit each non-employee director to defer payment of up to 100% of his or her annual cash compensation in accordance with our Deferred Compensation Plan. We also permit non-employee directors to defer payment of any RSUs awarded under our Non-Employee Director Restricted Stock Unit Grant Program beyond the vesting date of the award. RSUs and other amounts deferred in cash by a director are generally credited and payable in the same manner as amounts deferred by our executive officers and other participants in our Deferred Compensation Plan as further described in “Deferred Compensation Opportunities.”

  45. Director Compensation Table for Fiscal 2026

    Director Compensation Table for Fiscal 2026 The table below summarizes the compensation for each of our non-employee directors serving on our Board of Directors in fiscal 2026. Mr. Goeckeler was a named executive officer and did not receive any additional compensation for his services as a director in fiscal 2026. Information regarding his compensation for fiscal 2026 is presented in the “Fiscal 2026 Summary Compensation Table” and the related explanatory tables.

  46. Director Compensation Table for Fiscal 2026

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kimberly Alexy(2) | — | — | — | | Alexander Bradley | 88,462 | 207,310 | 295,772 | | Richard B. Cassidy II | 100,000 | 279,955 | 379,955 | | Thomas Caulfield | 112,500 | 239,786 | 352,286 | | Devinder Kumar(3) | 125,000 | 239,786 | 364,786 | | Matthew Massengill(2) | — | — | — | | Necip Sayiner | 122,500 | 239,786 | 362,286 | | Ellyn J. Shook(4) | 130,000 | 239,786 | 369,786 | | Miyuki Suzuki | 95,000 | 239,786 | 334,786 |

  47. Director Compensation Table for Fiscal 2026

    (1)The amounts shown reflect the aggregate grant date fair value of equity awards granted in fiscal 2026 computed in accordance with Accounting Standards Codification 718 (“ASC 718”) using the closing price of our common stock on the grant date. Mr. Cassidy (our Lead Independent Director) was granted 1,143 RSUs. Mses. Shook and Suzuki, and Messrs. Caulfield, Kumar, and Sayiner were each granted 979 RSUs. Mr. Bradley was granted a prorated amount of 863 RSUs based on his appointment date. (2)Ms. Alexy and Mr. Massengill were not nominated for re-election at our 2025 Annual Meeting and their term ended November 18, 2025. (3)Mr. Kumar elected to defer 100% of his cash compensation earned in calendar year 2025 and 100% of his fiscal 2026 RSU award. (4)Ms. Shook elected to defer 100% of her fiscal 2026 RSU award.

  48. Director Compensation Table for Fiscal 2026

    | PG. 034 | 2026 PROXY STATEMENT | |

  49. Director Compensation Table for Fiscal 2026

    The following table presents the aggregate number of shares of our common stock covered by unvested stock awards (and corresponding dividend equivalents that may be settled in stock) and deferred stock units held by each of our non-employee directors on July 3, 2026:

  50. Director Compensation Table for Fiscal 2026

    | Name | Aggregate Number of Unvested Restricted Stock Units | Aggregate Number of Deferred Stock Units | | Kimberly Alexy | — | — | | Alexander Bradley | 863 | — | | Richard B. Cassidy II | 1,143 | — | | Thomas Caulfield | 979 | — | | Devinder Kumar | 979 | — | | Matthew Massengill | — | — | | Necip Sayiner | 979 | — | | Ellyn J. Shook | 979 | — | | Miyuki Suzuki | 979 | — |

  51. Fiscal 2026 Performance

    Fiscal 2026 Performance Maximum achievement rates under our incentive compensation plans reflect our exceptional financial performance in fiscal 2026, our first full year as a standalone company. Our fiscal 2026 short-term incentive (“STI”) program achieved 200% of target. The first tranche of our fiscal 2026-2028 performance stock units (“PSUs”) under our long-term incentive (“LTI”) also achieved 200% of target. Maximum achievement under the executive incentive compensation plans aligns with the Compensation and Talent Committee’s pay-for-performance philosophy. During fiscal 2026, the company also achieved maximum performance with respect to the performance-based Launch Grants (as defined below) approved by the committee in May 2025. Our stock price increased by 3,600% from the end of fiscal 2025 through the end of fiscal 2026 relative to a 21% increase in the S&P 500 Index over the same period, representing substantial value creation for our stockholders compared to the broader market. Maximum performance with respect to the Launch Grants resulted in maximum achievement of 300% of target for each named executive officer. Our named executive officers generally must remain employed with the company until February 2028 to vest in the Launch Grant.

  52. Executive Compensation Philosophy; Policies, Practices, and Design

    | Program Element | Fiscal 2026 Changes | Compensation and Talent Committee Rationale | | Short-Term Incentive | Replaced the transitional second-half fiscal 2025 design with a full-year program based on key metrics including non-GAAP Operating Income, non-GAAP Operating Margin, Adjusted Free Cash Flow, and other metrics aligned with corporate strategy, with achievement capped at 200%. | Aligns annual pay with the profitability, cash generation, and strategic priorities most important to our business and stockholders. | | Long-Term Incentive Structure | Introduced a recurring equity program of PSUs and RSUs, with 75% of CEO and CFO long-term incentives delivered in PSUs (50% for other NEOs). | Establishes a sustainable, performance-weighted long-term program that ties the majority of senior executive pay to multi-year results and retention. | | Long-Term Incentive Metrics | Designed fiscal 2026 to 2028 PSUs based on revenue and non-GAAP earnings per share, measured over annual periods and averaged across a three-year performance period, with continued-service vesting through the end of the period. | Focuses executives on the financial measures directly tied to our standalone operating plan while preserving multi-year retention. Performance period structure allows the committee to set rigorous performance goals annually in the context of the cyclical nature of our business, while the three-year average incentivizes the long-term focus and sustained performance. |

  53. Executive Compensation Philosophy; Policies, Practices, and Design

    | | Elements of Fiscal 2026 Target Total Direct Compensation | | | | | | | CEO | Other Named Executive Officers | Characteristics | Purpose | Performance Link/ Key Benchmark | | | BASE SALARY | | •Fixed compensation | •Attracts, retains, and develops highly qualified executive talent •Compensates executive officers for sustained individual performance •Maintains a stable executive management team | •Competitive with market and industry practices •Adjusted for experience, skills, responsibility, potential, and performance | | | | | | | | | | SHORT-TERM INCENTIVE | | •Annual variable, performance-based cash compensation | •Incentivizes executive officers to execute on annual financial and operational goals •Rewards achievement of corporate strategic objectives that are aligned with long-term company success •Aligns near-term goals with long-term stockholder value creation •Plan achievement capped at 200% of target | •Profit Metrics: Higher performance of non-GAAP Operating Income and non-GAAP Operating Margin (50%) •Adjusted Free Cash Flow (25%) •Three corporate strategy metrics (8.33% each): •Net debt •Consumer net revenue •Datacenter market share | | | | | | | | | | LONG-TERM INCENTIVE | | •Annual, variable equity component •Vests with respect to 25% after one year and 6.25% quarterly thereafter | •Provides alignment with stockholder interests by focusing executive officers on creating long-term value •Provides retention value •Plan achievement capped at 200% of target | •Value tied to stock price performance | | | RSU | | | | | | | | | | | | | | PSU | | •3x1 annual performance targets; annual achievement percentage averaged for a final three-year vesting percentage, which enables rigorous target setting responsive to market conditions and cyclicality •75% of our CEO’s and CFO’s LTI are PSUs; 50% of our other named executive officers’ LTI are PSUs | •Provides alignment with stockholder interests by focusing executive officers on sustainable long-term value creation | •Revenue (50%) •Non-GAAP EPS (50%) | | | | | | | |

  54. Executive Compensation Philosophy; Policies, Practices, and Design

    Process for Determining Executive Compensation Annual Review and Oversight The Compensation and Talent Committee sets a process to annually review and approve executive compensation design, including base salary, short-term incentives, long-term equity awards, and performance goals, to ensure that pay outcomes reflect company performance and individual contributions. The committee is devoted to evaluating executive performance against the conditions set within the compensation program on an annual basis and at the time of hiring, promotion or other changes in responsibilities. The committee is supported by an independent compensation consultant, regularly benchmarks compensation practices against a carefully selected peer group, and reviews succession and talent development strategies. The committee values the views and input of our stockholders and plans to solicit their feedback as a key input to its decision-making. In August 2025, the committee established the fiscal 2026 compensation program to align our executives’ interests with our strategic objectives and the interests of our stockholders. Committee Responsibilities and Governance Framework The Compensation and Talent Committee is responsible for carrying out the Board’s oversight relating to the compensation of our company’s executive officers and our company’s broader talent strategy. In accordance with its charter, the committee’s responsibilities include: •Oversight of executive and director compensation program design and related policies •Evaluation of executive performance and resulting payouts •Development of the CD&A for inclusion in the annual proxy statement •Periodic review of our company’s people policies, practices, and programs •Oversight of executive succession processes and senior leadership development •Oversight of employee benefit plans (in accordance with the terms of the applicable employee benefit plans) •Communicating to stockholders our company’s executive compensation philosophy, policies, and programs The committee operates under a written charter approved by the Board, which is reviewed annually and available at investor.sandisk.com. Each member of the committee has been determined by the Board to be independent under applicable Nasdaq and SEC rules.

  55. Executive Compensation Philosophy; Policies, Practices, and Design

    | External and Internal Factors | | •Our pay positioning relative to our proxy peer group and broad compensation survey market data •Each executive officer’s role, experience, performance, and contributions •Our retention objectives •Succession planning •Company performance and strategic and financial goals •Market performance and general economic conditions | | Management | | •Our CEO’s recommendations for select executive officers’ promotions, responsibilities, and performance expectations •Our CFO’s input on financial targets for our performance-based incentive compensation program •Internal and external compensation data provided by our human resources team | | Compensation Consultant | | •Independent insights on compensation program design •Identifying and recommending benchmarking comparators for committee approval •Compensation survey and proxy peer group data | | Stockholders | | •Feedback from our planned stockholder outreach and engagement program |

  56. Executive Compensation Philosophy; Policies, Practices, and Design

    Role of the Compensation Consultant The Compensation and Talent Committee engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant during fiscal 2026. Pay Governance reported directly to the committee and communicated with management to gather information and review management proposals as needed. Pay Governance attended all regularly scheduled meetings of the committee during fiscal 2026 and its responsibilities generally included: •Reviewing and advising on executive compensation, including the performance metrics used under the executive compensation program •Providing recommendations regarding the composition and selection of our proxy peer group companies •Analyzing proxy peer group and survey compensation data •Providing advice regarding executive compensation policies, practices and trends The Compensation and Talent Committee assessed the independence of Pay Governance pursuant to applicable rules and regulations of the SEC and the Nasdaq Stock Market and concluded that the engagement of Pay Governance did not raise any conflicts of interest during fiscal 2026 and currently does not raise any conflicts of interest. No other fees were paid to Pay Governance except fees related to its services to the committee.

  57. Executive Compensation Philosophy; Policies, Practices, and Design

    Comparative Market Data The Compensation and Talent Committee determines the composition of our proxy peer group and will reevaluate this group on an annual basis with input from its independent compensation consultant. The Compensation and Talent Committee, with the assistance of Pay Governance, conducted a thorough review of the peer group used for executive compensation benchmarking. The committee reviews proxy peer group executive compensation data provided by Pay Governance and independently published compensation survey data from the Aon Radford McLagan Compensation Database. With input from its independent compensation consultant, the committee considers such market data and industry practices during its review of our executives’ compensation levels and mix of compensation elements. Fiscal 2026 Proxy Peer Group Companies for Benchmarking Pay and Incentive Design The proxy peer group companies that the Compensation and Talent Committee used for comparative pay and incentive design purposes for fiscal 2026 consisted of technology companies that compete with Sandisk for talent and are comparable to our company’s size, primarily based on revenue and market capitalization, and other relevant business characteristics. The committee believes that providing a compensation package that is competitive – particularly relative to our peer group – allows us to attract, motivate, reward, and retain the talent needed to drive long-term stockholder value. The following criteria were inputs in developing a peer set: •Size/scope: revenue 1/3x to 3x; market cap mainly in a range from 1/5x to 5x •Competition: competes with Sandisk’s lines of businesses and/or for talent •Industry: operates primarily in data storage or semiconductor industry (in SOX Index) or more broadly within the Information Technology industry •Other Considerations: global footprint, listing on a major U.S. exchange with disclosed executive pay practices; CEO is non-founder; well-known technology and/or consumer brands The committee worked with Pay Governance to develop a peer set that reflects our size, business, and market profile. The committee prioritized the inclusion of companies that are competitive in our talent market and have comparable revenue. Revenue is a commonly used proxy for organizational size and complexity and is typically stable from year-to-year, making it a valuable metric when selecting peers for executive compensation purposes. Market capitalization is generally aligned with shareholder interests and is closely associated with executive equity compensation, which typically represents the largest component of total executive pay. As part of its decision process, the committee also referenced other metrics for informational purposes, including comparative profitability metrics. Following its review, the Compensation and Talent Committee determined a peer set of 17 companies that is most relevant based on the above criteria.

  58. SANDISK COMPARED TO 2026 PROXY PEER GROUP

    SANDISK COMPARED TO 2026 PROXY PEER GROUP

  59. SANDISK COMPARED TO 2026 PROXY PEER GROUP

    | Amkor Technology, Inc. Coherent Corp. Intel Corporation KLA Corporation Lam Research Corporation Logitech International S.A. | Marvell Technology Microchip Technology Incorporated Micron Technology, Inc. NetApp, Inc. NXP Semiconductors N.V. ON Semiconductor Corporation | Pure Storage, Inc. Qorvo, Inc. Roku, Inc. Skyworks Solutions, Inc. Teledyne Technologies Incorporated |

  60. SANDISK COMPARED TO 2026 PROXY PEER GROUP

    The peer group revenues represent annual revenue for the most recent fiscal year for which data was available through SEC filings as of August 31, 2026. Our revenue figure represents fiscal 2026 total revenue.

  61. SANDISK COMPARED TO 2026 PROXY PEER GROUP

    | PG. 046 | 2026 PROXY STATEMENT | |

  62. Fiscal 2026 Executive Compensation Program Decisions and Outcomes

    | Named Executive Officer | Annual Target STI Opportunity(1) (as Percentage of Base Salary) | | David V. Goeckeler | 175% | | Luis F. Visoso | 150% | | Alper Ilkbahar | 100% | | Bernard Shek | 80% |

  63. NON-GAAP OPERATING INCOME(1)

    | Non-GAAP Operating Income(1) | | | | | Performance | STI Achievement (% Target) | Performance ($ millions) | | | Maximum | 200% | | 1,508 | | Target | 100% | | 1,160 | | Minimum | 50% | | 812 | | Actual | 200% | | 12,700 |

  64. ADJUSTED FREE CASH FLOW (25% WEIGHTING)(2)

    | Adjusted Free Cash Flow(2) | | | | | Performance | STI Achievement (% Target) | Performance ($ millions) | | | Maximum | 200% | | 240 | | Target | 100% | | 90 | | Minimum | 50% | | (60) | | Actual | 200% | | 11,219 |

  65. NET DEBT

    | Net Debt (8.33%) | | | | | Performance | STI Achievement (% Target) | Performance ($ millions) | | | Maximum | 200% | | 155 | | Target | 100% | | 255 | | Minimum | 50% | | 355 | | Actual | 200% | | (4,672)(1) |

  66. CONSUMER NET REVENUE

    | Consumer Net Revenue (8.33%) | | | | | Performance | STI Achievement (% Target) | Performance ($ millions) | | | Maximum | 200% | | 2,448 | | Target | 100% | | 2,225 | | Minimum | 50% | | 2,003 | | Actual | 200% | | 2,577 |

  67. DATACENTER MARKET SHARE

    | Datacenter Market Share (8.33%) | | | | | Performance | STI Achievement (% Target) | Performance (%) | | | Maximum | 200% | | 8% | | Target | 100% | | 7% | | Minimum | 50% | | 6% | | Actual | 200% | | 8.4% |

  68. DATACENTER MARKET SHARE

    | Named Executive Officer | STI Achievement (% of Target) | STI Payout ($) | | David V. Goeckeler | 200% | 4,725,000 | | Luis F. Visoso | 200% | 2,570,193 | | Alper Ilkbahar | 200% | 1,298,076 | | Bernard Shek | 200% | 817,384 |

  69. DATACENTER MARKET SHARE

    (1)STI payout amounts reflect 27 payroll cycles in fiscal 2026. Fiscal 2026 Executive LTI The Compensation and Talent Committee designed the fiscal 2026 LTI to align with our long-term strategic objectives and drive sustainable stockholder value creation. Fiscal 2026 LTI Awards The Compensation and Talent Committee granted the following LTI awards to our named executive officers in fiscal 2026, as part of the annual LTI program. The named executive officers’ RSUs are scheduled to vest with respect to 25% of the award on the first anniversary of the grant date and with respect to 6.25% of the award quarterly such that the RSUs will be fully vested on the fourth anniversary of the grant date. The vesting provisions of the PSUs are described below.

  70. DATACENTER MARKET SHARE

    | | Total LTI Target Grant Value(1) ($) | LTI Vehicle Mix | | | Named Executive Officer | | PSUs | RSUs | | David V. Goeckeler | 16,250,000 | 75% | 25% | | Luis F. Visoso | 9,000,000 | 75% | 25% | | Alper Ilkbahar | 2,500,000 | 50% | 50% | | Bernard Shek | 1,750,000 | 50% | 50% |

  71. DATACENTER MARKET SHARE

    (1)Table reflects intrinsic dollar value of fiscal 2026 LTI awards granted to each named executive officer by the Compensation and Talent Committee. The Summary Compensation Table includes the accounting values for these awards, which is lower than the intrinsic value. For information on the accounting value of the LTI awards, please see our fiscal 2026 Summary Compensation Table on page 56. Fiscal 2026-2028 PSU Design The fiscal 2026-2028 PSU design includes annual performance periods for two equally-weighted metrics, Revenue and non-GAAP EPS. Revenue focuses our executive officers on sustainable long-term growth and non-GAAP EPS measures the effectiveness of our capital allocation strategy. Annual achievement percentages are calculated at the end of each one-year period, with the annual achievement percentages averaged to determine a three-year vesting percentage. This performance period structure enables rigorous targets responsive to market conditions and cyclicality. Our executive officers generally must remain employed through the entire three-year performance period to earn and vest in the awards.

  72. DATACENTER MARKET SHARE

    Fiscal 2026-2028 PSU Performance (Year One of Three) The fiscal 2026 PSUs include three one-year revenue and EPS goals. The first year of the fiscal 2026 PSUs achieved 200% of target for revenue and 200% of target for EPS relative to metrics approved by the Compensation and Talent Committee. At the end of fiscal 2028, the annual achievement percentages for each of fiscal years 2026, 2027, and 2028 will be averaged to determine the three-year vesting percentage.

  73. PERFORMANCE-BASED LAUNCH GRANT

    | Stock Price Performance (Increase from $47.07) | % Increase | Achievement (% of Target # of PSUs) | | $58.84 | +25% | 50% | | $70.61 | +50% | 100% | | $82.37 | +75% | 200% | | $94.14 | +100% | 250% | | $105.91 | +125% | 300% |

  74. Fiscal 2027 Compensation Program Design and Decisions

    Fiscal 2027 Compensation Program Design and Decisions Evolving Our Peer Group and Compensation Levels In May 2026, the Compensation and Talent Committee modified our peer group for fiscal 2027 to reflect our increased size and scale, utilizing the criteria outlined above for the fiscal 2026 peer group as inputs. Following discussion with its independent consultant, the committee approved the following changes to the 2026 peer group in approving a fiscal 2027 peer group: •Removed: Amkor Technology, Inc.; Qorvo, Inc.; and Skyworks Solutions, Inc. •Added: Advanced Micro Devices, Inc. (AMD); Analog Devices, Inc.; Applied Materials, Inc.; QUALCOMM, Inc.

  75. SANDISK COMPARED TO 2027 PROXY PEER GROUP

    SANDISK COMPARED TO 2027 PROXY PEER GROUP The 2027 peer group revenues represent annual revenue for the most recent fiscal year for which data was available through SEC filings as of August 31, 2026. Our revenue figure represents fiscal 2026 total revenue. In August 2026, the Compensation and Talent Committee adjusted compensation for our named executive officers to align with market as informed by the fiscal 2027 peer group. The committee intends to adjust our named executive officers’ compensation over two years to align with market positioning. The table below outlines fiscal 2027 target compensation for each of our named executive officers:

  76. SANDISK COMPARED TO 2027 PROXY PEER GROUP

    | Named Executive Officer | Base Salary Level ($) | Annual Target STI Opportunity (as Percentage of Base) Salary) | Total LTI Target Grant Value ($) | Target Total Direct Compensation ($) | | David V. Goeckeler | 1,300,000 | 200% | 20,150,000 | 24,050,000 | | Luis F. Visoso | 875,000 | 150% | 10,000,000 | 12,188,000 | | Alper Ilkbahar | 755,000 | 100% | 5,500,000 | 7,010,000 | | Bernard Shek(1) | 618,000 | 100% | 3,400,000 | 4,635,000 |

  77. SANDISK COMPARED TO 2027 PROXY PEER GROUP

    (1)The company promoted Mr. Shek to the role of Executive Vice President, Chief Legal Officer and Secretary, effective as of October 1, 2026. Mr. Shek’s compensation enhancements reflect market data for that role. The Compensation and Talent Committee’s approved fiscal 2027 compensation reflects base salary enhancements for Messrs. Visoso, Ilkbahar, and Shek. The committee approved increased STI target opportunities as a percentage of base salary for Messrs. Goeckeler and Shek. The committee also approved enhanced Fiscal 2027 target LTI opportunities for each of the named executive officers. In approving enhanced target LTI opportunities, the committee increased the PSU/RSU mix for Messrs. Ilkbahar and Shek from 50% PSUs / 50% RSUs to 55% PSUs / 45% RSUs, to reflect market data provided by the committee’s independent compensation consultant. Fiscal 2027 Incentive Plan Updates Fiscal 2027 STI Design For fiscal 2027, the Compensation and Talent Committee will retain the fiscal 2026 STI design with a few modifications: •The profit metric (50% weighting) is based solely on our performance relative to a non-GAAP Operating Income performance range. There is no secondary metric to cover a downside financial scenario. •Our strategic corporate metrics (25% weighting across three equally-weighted metrics) were updated to incorporate objective metrics incentivizing performance under our new business model contracts and to execute on our technology roadmap. The company does not anticipate disclosing the actual targets and payouts given the competitive harm that could result from disclosing our strategic goals, but we do anticipate providing general guidance on our goals and performance relative to the objective goals set by the committee.

  78. SANDISK COMPARED TO 2027 PROXY PEER GROUP

    | | EXECUTIVE COMPENSATION | PG. 053 |

  79. SANDISK COMPARED TO 2027 PROXY PEER GROUP

    Fiscal 2027 LTI Design For the fiscal 2027-2029 PSUs, the Compensation and Talent Committee updated the design to include a relative TSR modifier with a +/-20% weighting. The relative TSR modifier compares our stock-price performance to the constituent companies in the Philadelphia Semiconductor Index (PHLX), as measured over three sequential one-year periods and a three-year period. The inclusion of a relative modifier ensures that PSU payouts are determined in part based on our market performance relative to large-cap semiconductor companies over a series of measurement periods. A relative modifier using multiple measurement periods reflects market volatility within the semiconductor industry and our limited insight into stock-price correlation between Sandisk and the PHLX constituent companies given our limited trading history. Multiple measurement periods mitigate these risks while ensuring that PSU payouts reflect our relative market performance. Fiscal 2027 LTI Awards The Compensation and Talent Committee granted the following LTI awards to our named executive officers in fiscal 2027, as part of our annual LTI program:

  80. SANDISK COMPARED TO 2027 PROXY PEER GROUP

    | Named Executive Officer | Total LTI Target Grant Value ($) | | David V. Goeckeler | 20,150,000 | | Luis F. Visoso | 10,000,000 | | Alper Ilkbahar | 5,500,000 | | Bernard Shek | 3,400,000 |

  81. SANDISK COMPARED TO 2027 PROXY PEER GROUP

    | PG. 054 | 2026 PROXY STATEMENT | |

  82. Other Program Features and Policies

    Other Program Features and Policies Perquisites We provide our executive officers with only limited perquisites and other personal benefits, consisting principally of a $5,000 annual allowance for financial planning services (net of taxes). Security-Related Perquisites In fiscal 2026, the Compensation and Talent Committee authorized a general "security program" for Mr. Goeckeler to address safety concerns arising directly as a result of his position as our CEO and in view of the company’s high visibility. We require these security measures for the company's benefit because of the importance of Mr. Goeckeler to the company and to address specific threats and safety concerns, and we believe that the scope and costs of this security program are appropriate and necessary. In determining whether to authorize this security program, the Compensation and Talent Committee evaluated the need to respond to specific incidents and threats and reviewed a security assessment and recommendations from a leading, independent, third-party security firm. Under Mr. Goeckeler’s security program and as recommended by the security assessment, the Compensation and Talent Committee authorized payment for costs related to personal security arrangements for Mr. Goeckeler, including the costs of security personnel and residential security measures. The committee believes these costs are appropriate and necessary in light of the security recommendations and has established a policy to evaluate this security program at least annually, including a review of periodic security assessments of safety threats and recommendations for the security program, and to assess its continued business rationale, appropriate scope, and alignment with market practice. As part of the security program and as recommended by the assessment, Mr. Goeckeler is also required to use private aircraft for all business and personal travel where feasible. As a result, the Compensation and Talent Committee has authorized payment of travel-related expenses incurred by Mr. Goeckeler pursuant to a written travel policy overseen by the committee. On certain occasions, Mr. Goeckeler may also be accompanied by guests when using private aircraft for personal travel at de minimis incremental cost to the company. Mr. Goeckeler recognizes imputed taxable income and is not provided with a tax reimbursement for personal use of the private aircraft. Although we do not consider Mr. Goeckeler’s security program to be a perquisite for his benefit for the reasons described above, pursuant to SEC guidance, the costs related to certain personal security arrangements that are part of his security program are reported in the "All Other Compensation" column of the "Fiscal 2026 Summary Compensation Table" below. The costs of Mr. Goeckeler’s security program vary from year to year depending on requisite security measures, his travel schedule, and other factors. The Compensation and Talent Committee believes that these costs are appropriate and necessary considering the threat landscape Mr. Goeckeler faces. 401(k) Plan Benefits Our executive officers are eligible to participate in our 401(k) Plan. Eligible employees may contribute up to 85% of their annual cash compensation up to a maximum amount allowed by the Internal Revenue Code, and are also eligible for any matching contributions. Our executive officers participate in our 401(k) Plan on substantially the same terms as our other participating employees. We do not maintain any defined benefit or supplemental retirement plans for our executive officers. Deferred Compensation Opportunities Our executive officers who are subject to U.S. federal income taxes are eligible to participate in our Deferred Compensation Plan. Under the plan, participants can elect to defer certain compensation without regard to the tax code limitations applicable to tax-qualified plans. Severance Protections Our executive officers are eligible to participate in our Executive Severance Plan. Outside a change in control context, we view severance protections as only appropriate in the event the employment of an executive officer is involuntarily terminated without “cause.” Change in Control Protections To encourage our executive officers to remain employed during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide our executive officers with additional severance protections under our change in control severance plan (the “Sandisk CIC Severance Plan”). Benefits under the Sandisk CIC Severance Plan require a “double-trigger” (a qualifying termination in connection with a change in control) for payment and the plan does not provide any tax gross-up payments for participants. Clawback Policy The Board of Directors adopted a compensation recovery (“clawback”) policy consistent with the requirements of Rule 10D-1 under the Exchange Act and Nasdaq Listing Standards, a copy of which is publicly filed with our 2026 Annual Report on Form 10-K. Misconduct Policies We maintain several policies relating to employee misconduct. In the event an executive officer’s employment is terminated for cause due to their misconduct or violation of company policy, among other reasons, they forfeit all outstanding incentives, including unearned or unvested LTI and STI awards. In addition, the executive officer would not be eligible for severance payments or benefits.

  83. Other Program Features and Policies

    Each executive officer must achieve ownership of the required market value of shares within five years of becoming subject to the guidelines. In fiscal 2026, the Compensation and Talent Committee updated the guidelines to extend the compliance period (previously three years) and to exclude outstanding PSUs from the ownership calculation. Common stock (including common stock beneficially owned by the executive officer) and RSUs count towards the requirement. Equity Grant Timing Annual equity awards are generally made in late August or early September each year and the Compensation and Talent Committee may also consider and approve interim or mid-year grants from time to time based on business needs. We do not currently grant stock options to our employees. The committee does not take material non-public information into account when determining the timing and terms of LTI awards and has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  84. Fiscal 2026 Summary Compensation Table

    Fiscal 2026 Summary Compensation Table The following table presents information regarding compensation earned for fiscal 2026 by our named executive officers.

  85. Fiscal 2026 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David V. Goeckeler Chief Executive Officer | 2026 | 1,350,000 | — | 9,014,351 | 4,725,000 | 91,810 | 15,181,160 | | | 2025 | 450,000 | 2,600,000 | 18,845,786 | 1,023,750 | — | 22,919,536 | | Luis F. Visoso Executive Vice President and Chief Financial Officer | 2026 | 856,731 | — | 4,992,535 | 2,570,193 | 10,950 | 8,430,409 | | | 2025 | 285,577 | — | 7,067,118 | 584,719 | 6,542 | 7,943,956 | | Alper Ilkbahar Executive Vice President and Chief Technology Officer | 2026 | 649,038 | — | 1,849,095 | 1,298,076 | 11,442 | 3,807,651 | | | 2025 | 213,462 | 862,500 | 2,944,652 | 298,904 | 6,404 | 4,325,921 | | Bernard Shek Chief Legal Officer and Secretary | 2026 | 510,865 | — | 1,294,398 | 817,384 | 7,816 | 2,630,464 | | | 2025 | 144,231 | 682,500(6) | 1,168,034 | 152,654 | 3,606 | 2,151,025 |

  86. Fiscal 2026 Summary Compensation Table

    (1)Salaries in fiscal 2026 reflect salary paid over 27 payroll periods. Salaries in fiscal 2025 reflect salary paid from the date of the separation from WDC (February 21, 2025) through the end of fiscal 2025. (2)Amounts in fiscal 2025 reflect Transaction Completion Awards to certain named executive officers, as approved and funded by WDC. Please see our 2025 proxy statement for further information about the Transaction Completion Awards. (3)The amounts shown reflect the aggregate grant date fair value of stock awards granted in the applicable fiscal year computed in accordance with ASC Topic 718. These amounts were calculated based on the assumptions described in Note 12 in the Notes to Consolidated Financial Statements included in our 2026 Annual Report on Form 10-K. For PSU awards, amounts reflect the grant date fair value of the 2026-2028 PSU awards as related to fiscal 2026 performance period because only the annual targets for this performance period were established in fiscal 2026, and thus, only such portion of the award is deemed granted for financial accounting purposes during fiscal 2026. The grant date value of the remaining portion of the 2026-2028 PSU awards will be reflected in the Summary Compensation Table in future fiscal years, corresponding to when the associated annual targets are established and such portions of the award are deemed granted for financial accounting purposes. The following amounts represent the grant date fair value of PSU awards granted to our named executive officers during fiscal 2026. We considered the probable outcome of the awards and assumed maximum performance under the awards for fiscal 2026 based on a Monte Carlo simulation. The dollar value of the awards included in the Summary Compensation Table for the year of grant is based on the probable outcome of the awards on the grant date and does not reflect actual payouts.

  87. Fiscal 2026 Summary Compensation Table

    | | Grant Date Fair Value of PSU Awards at Maximum Performance for: | Grant Date Fair Value of PSU Awards Based on Probable Outcome on the Grant Date for: | Grant Date Fair Value of PSU Awards at Maximum Performance for: | | Named Executive Officer | 2025 | 2026 ($) (2026-2028 PSUs) | | | David V. Goeckeler | 56,537,357 | 4,507,175 | 9,014,351 | | Luis F. Visoso | 21,201,353 | 2,496,294 | 4,992,588 | | Alper Ilkbahar | 8,833,956 | 462,300 | 924,600 | | Bernard Shek | 3,504,102 | 323,626 | 647,252 |

  88. Fiscal 2026 Summary Compensation Table

    (4)Reflects each named executive officer’s STI payout for the corresponding fiscal year. For fiscal 2026, represents 27 payroll periods. For 2025, it represents the STI payout for the second half of fiscal 2025, post-separation from WDC.

  89. Fiscal 2026 Summary Compensation Table

    | | EXECUTIVE COMPENSATION | PG. 057 |

  90. Fiscal 2026 Summary Compensation Table

    (5)The table below summarizes the amounts reported in the “All Other Compensation” column for each of our named executive officers for fiscal 2026:

  91. Fiscal 2026 Summary Compensation Table

    | Name | Perquisites ($) | 401(k) Plan Company Matching Contributions ($) | | David V. Goeckeler | 80,860(a) | 10,950 | | Luis F. Visoso | — | 10,950 | | Alper Ilkbahar | — | 11,442 | | Bernard Shek | — | 7,816 |

  92. Fiscal 2026 Summary Compensation Table

    (a)The amount shown reflects $45,860 for personal security. Due to Mr. Goeckeler’s public profile, the company provides him with security protection in accordance with the findings of a security assessment study. In fiscal 2026, Mr. Goeckeler’s security arrangements included personal travel on the company’s private aircraft in the amount of $31,996, which represents the incremental cost to the company for Mr. Goeckeler’s personal use, including his guest, of private aircraft based on hourly flight charges and other variable costs incurred by the company for such use, including variable fuel charges and other fees, and the value of personal use of the company’s secure vehicle in the amount of $13,864. We believe these arrangements and costs are reasonable, appropriate, necessary, and in the best interests of the company and its stockholders, as they mitigate risks to our business. We do not consider these additional security arrangements to be a personal benefit to Mr. Goeckeler because they arise from the nature of his employment responsibilities. This amount also reflects fees paid by the company on Mr. Goeckeler’s behalf for a Hart-Scott-Rodino filing in the amount of $35,000. (6)WDC granted a cash bonus to Mr. Shek of $200,000 in connection with the separation from WDC. For more information about such bonus, see our 2025 proxy statement.

  93. Fiscal 2026 Grants of Plan-Based Awards Table

    Fiscal 2026 Grants of Plan-Based Awards Table The following table presents information regarding all grants of plan-based awards made to our named executive officers during fiscal 2026.

  94. Fiscal 2026 Grants of Plan-Based Awards Table

    | | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David V. Goeckeler | 2026 STI | | 826,875 | 2,362,500 | 4,725,000 | — | — | — | — | — | | | 2026-2028 PSUs(2) | 9/3/25 | — | — | — | 42,513 | 85,025 | 170,050 | — | 4,507,175 | | | RSUs(3) | 9/3/25 | — | — | — | — | — | — | 85,025 | 4,507,175 | | Luis F. Visoso | 2026 STI | | 449,784 | 1,285,097 | 2,570,193 | — | — | — | — | — | | | 2026-2028 PSUs(2) | 9/3/25 | — | — | — | 23,546 | 47,091 | 94,182 | — | 2,496,294 | | | RSUs(3) | 9/3/25 | — | — | — | — | — | — | 47,090 | 2,496,241 | | Alper Ilkbahar | 2026 STI | | 227,163 | 649,038 | 1,298,076 | — | — | — | — | — | | | 2026-2028 PSUs(2) | 9/3/25 | — | — | — | 4,361 | 8,721 | 17,442 | — | 462,300 | | | RSUs(3) | 9/3/25 | — | — | — | — | — | — | 26,161 | 1,386,795 | | Bernard Shek | 2026 STI | | 143,042 | 408,692 | 817,384 | — | — | — | — | — | | | 2026-2028 PSUs(2) | 9/3/25 | — | — | — | 3,053 | 6,105 | 12,210 | — | 323,626 | | | RSUs(3) | 9/3/25 | — | — | — | — | — | — | 18,313 | 970,772 |

  95. Fiscal 2026 Grants of Plan-Based Awards Table

    (1)The amounts shown reflect the grant date fair value of the award computed in accordance with ASC 718. These amounts were calculated based on the assumptions described in Note 12 in the Notes to Consolidated Financial Statements included in our 2026 Annual Report on Form 10-K. The grant date fair value for the PSU awards, at the probable outcome, is based on the value of our common stock on September 3, 2025 using a Monte Carlo simulation, which resulted in a simulated award value of $53.01 per share based on certain assumptions. (2)Represents the fiscal 2026 annual performance period portion of the LTI PSU award granted to the named executive officer for the three-year performance period covering fiscal 2026 through 2028, subject to cliff vesting on September 3, 2028, based on our achievement of specified revenue and non-GAAP EPS performance goals that correspond to specific payout percentages ranging between 0% and 200% of the target number of stock units subject to the award. Under financial accounting rules, an award is not deemed granted and the grant date fair value for a PSU award is not determined until the fiscal year in which the performance metrics are established. The performance metrics are annually determined by the Compensation and Talent Committee for each of fiscal years 2026, 2027 and 2028. Accordingly, only the grant date fair value for the portion attributable to fiscal 2026 annual targets is reflected. (3)Represents an annual LTI RSU award granted to the named executive officer, which is scheduled to vest with respect to 25% on the first anniversary of the grant date and 6.25% quarterly thereafter for three years.

  96. Fiscal 2026 Grants of Plan-Based Awards Table

    | PG. 058 | 2026 PROXY STATEMENT | |

  97. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    Outstanding Equity Awards at Fiscal 2026 Year-End Table The following table presents information regarding the current holdings of stock options and stock awards (and corresponding dividend equivalents) held by each of our named executive officers as of July 3, 2026. The amount shown for the market value of the stock awards is based on the closing price of our common stock on July 3, 2026 ($1,745).

  98. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | David V. Goeckeler | 2/21/2025(1) | 18,741(2) | 32,703,045 | — | — | | | | 15,827(3) | 27,618,115 | — | — | | | | 2,622(4) | 4,575,390 | — | — | | | | 97,238(5) | 169,680,310 | — | — | | | | 49,976(6) | 87,208,120 | — | — | | | 5/9/2025 | — | — | 953,895(7) | 1,664,546,775 | | | 9/3/2025 | 85,025(8) | 148,368,625 | 340,100(9) | 593,474,500 | | Luis F. Visoso | 2/21/2025(1) | 28,833(2) | 50,313,585 | — | — | | | | 51,744(10) | 90,293,280 | — | — | | | 5/9/2025 | — | — | 357,708(7) | 624,200,460 | | | 9/3/2025 | 47,090(8) | 82,172,050 | 188,363(9) | 328,693,435 | | Alper Ilkbahar | 2/21/2025(1) | 5,801(2) | 10,122,745 | — | — | | | | 6,593(3) | 11,504,785 | — | — | | | | 327(11) | 570,615 | — | — | | | 5/9/2025 | — | — | 149,046(7) | 260,085,270 | | | 9/3/2025 | 26,161(8) | 45,650,945 | 34,882(9) | 60,869,090 | | Bernard Shek | 2/21/2025(1) | 1,946(2) | 3,395,770 | — | — | | | | 2,130(3) | 3,716,850 | — | — | | | | 648(12) | 1,130,760 | — | — | | | | 710(13) | 1,238,950 | — | — | | | | 222(11) | 387,390 | — | — | | | 5/9/2025 | — | — | 59,121(7) | 103,166,145 | | | 9/3/2025 | 18,313(8) | 31,956,185 | 24,418(9) | 42,609,410 |

  99. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    | | EXECUTIVE COMPENSATION | PG. 059 |

  100. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    (1)These are Sandisk awards that were received in connection with the separation from WDC from the conversion of WDC awards using the Basket Approach. (2)This RSU award is scheduled to vest as to 25% of the underlying shares on the first anniversary of the original WDC grant date (the “WDC Grant Date”) of August 21, 2024, and as to an additional 6.25% of the underlying shares at the end of each three-month period thereafter until the award is fully vested on the fourth anniversary of the WDC Grant Date. (3)This RSU award is scheduled to vest as to 25% of the underlying shares on the first anniversary of the WDC Grant Date of August 25, 2023, and as to an additional 6.25% of the underlying shares at the end of each three-month period thereafter until the award is fully vested on the fourth anniversary of the WDC Grant Date. (4)This RSU award is scheduled to vest as to 25% of the underlying shares on the first anniversary of the WDC Grant Date of August 25, 2022, and as to an additional 6.25% of the underlying shares at the end of each three-month period thereafter until the award is fully vested on the fourth anniversary of the WDC Grant Date. (5)Reflects a WDC PSU award that was converted to a time-based Sandisk RSU in connection with the separation from WDC and is no longer subject to performance-based vesting conditions. This award vested on August 25, 2026. (6)Reflects a WDC PSU award that was converted to a time-based Sandisk RSU in connection with the separation from WDC and is no longer subject to performance-based vesting conditions. This award is scheduled to vest on August 21, 2027. (7)This PSU award is scheduled to vest on February 24, 2028 based on achievement of stock price goals, as determined by the Compensation and Talent Committee, set for the performance period beginning on March 3, 2025 and ending on February 24, 2028. The awards will be payable in shares of our common stock on the vesting date based on our achievement of the specified stock price goals that correspond to specific payment percentages ranging between 0% and 300% of the target number of stock units subject to the awards. The numbers above reflect payment at maximum level, which is 300% of the target number of stock units of the full award, as the award achieved maximum performance in fiscal 2026. (8)This RSU award is scheduled to vest as to 25% of the underlying shares on the first anniversary of the grant date, and as to an additional 6.25% of the underlying shares at the end of each three-month period thereafter until the award is fully vested on the fourth anniversary of the grant date. (9)This PSU award is scheduled to vest on September 3, 2028 based on achievement of revenue and non-GAAP EPS annual targets set for the three-year performance period covering fiscal 2026 through 2028. The awards will be payable in shares of our common stock on the vesting date based on the achievement of the specified goals that correspond to specific payment percentages ranging between 0% and 200% of the target number of stock units subject to the awards. Although the fiscal 2027 and 2028 performance targets were not set during or prior to fiscal 2026 (and thus such portion was not yet deemed granted as of the end of fiscal 2026), the stock units relating to such portions have been included. The numbers above reflect payment at maximum level for the fiscal 2026 tranche, which is 200% of the target number of stock units of the full award, based on the achievement of fiscal 2026 targets. Because the performance metrics for fiscal 2027 and 2028 were not set as of the end of fiscal 2026, the numbers above reflect target performance for the fiscal 2027 and 2028 tranches. (10)This RSU award is scheduled to vest as to 50% of the underlying shares on the first and second anniversaries of the WDC Grant Date of August 20, 2024. (11)This RSU award is scheduled to vest as to 25% of the underlying shares on the first anniversary of the WDC Grant Date of August 20, 2022, and as to an additional 6.25% of the underlying shares at the end of each three-month period thereafter until the award is fully vested on the fourth anniversary of the WDC Grant Date. (12)This RSU award is scheduled to vest as to 33.33% of the underlying shares on each of the first, second, and third anniversaries of the WDC Grant Date of October 20, 2023. (13)This RSU award is scheduled to vest as to 25% of the underlying shares on the first anniversary of the WDC Grant Date of March 20, 2023, and as to an additional 6.25% of the underlying shares at the end of each three-month period thereafter until the award is fully vested on the fourth anniversary of the WDC Grant Date.

  101. Fiscal 2026 Option Exercises and Stock Vested Table

    Fiscal 2026 Option Exercises and Stock Vested Table The following table presents information regarding the amount realized upon the exercise of stock options and the vesting of stock unit awards for our named executive officers during fiscal 2026. There were no stock option award exercises in fiscal 2026.

  102. Fiscal 2026 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | David V. Goeckeler | 107,668 | 21,987,655 | | Luis F. Visoso | 74,168 | 10,545,282 | | Alper Ilkbahar | 17,528 | 9,776,307 | | Bernard Shek | 6,191 | 3,074,479 |

  103. Fiscal 2026 Option Exercises and Stock Vested Table

    (1)The value realized on the vesting of stock awards is based on the closing price of our common stock on the applicable vesting date of the awards.

  104. Fiscal 2026 Option Exercises and Stock Vested Table

    | PG. 060 | 2026 PROXY STATEMENT | |

  105. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Change in Control—Termination without Cause or For Good Reason Our named executive officers may be entitled to severance benefits under the Sandisk CIC Severance Plan. Generally, the severance benefits are payable if we terminate the named executive officer’s employment without “cause” or the named executive officer voluntarily terminates employment for “good reason” within 12 months after a change in control. For these purposes: •“Change in control” generally means an acquisition by any person or group of more than one-third of our stock, certain majority changes in our Board of Directors over a period of not more than two years, mergers and similar transactions that result in a 50% or greater change in our ownership, and certain liquidations and dissolutions of our company •“Cause” generally means the commission of certain crimes by the executive officer, the executive officer’s willful engagement in fraud or dishonest conduct, refusal or failure to perform certain duties, breach of fiduciary duty, or breach of certain other violations of company policy •“Good reason” generally means a material diminution in the executive officer’s authority, duties or responsibilities, a material diminution in the executive officer’s base compensation, certain relocations of the executive’s employment, or a material breach by us (or our successor) with respect to our obligations under the Sandisk CIC Severance Plan For each of our named executive officers, the severance benefits generally consist of the following as a “Tier 1” participant: •A lump sum payment equal to two times the sum of the executive officer’s annual base compensation plus the target STI as in effect immediately prior to the change in control or as in effect on the date of notice of termination of the executive officer’s employment with us, whichever is higher, plus any earned but not yet paid STI payments in respect of completed performance periods •100% vesting of any unvested outstanding equity awards granted to the executive officer by us, with any performance-based equity awards as to which the applicable performance period has not ended becoming vested at the target level (or, if more favorable, as otherwise provided in the agreement providing for a change in control) •A lump sum payment equal to the applicable COBRA premium payments for a period of 24 months following the executive officer’s termination Involuntary Termination without Cause—No Change in Control Our Executive Severance Plan, in conjunction with the terms and conditions of our equity awards, provides the following severance benefits to our named executive officers as Tier 1 participants in the event their employment is terminated without “cause” (generally as defined above). •A lump sum cash payment of the executive officer’s monthly base salary multiplied by 24 months •Any earned but not yet paid STI payments in respect of completed performance periods and a pro rata STI payment based on the number of days in the applicable performance period during which the executive officer was employed, assuming target performance •For PSU awards, a prorated portion of the PSUs subject to the award will remain outstanding and vest, if at all, based on actual achievement of the performance goals over the entire performance period •For RSU awards, acceleration of vesting of a prorated amount of RSUs •Outplacement services at our expense for 12 months following the executive officer’s termination of employment •A lump sum payment equal to the applicable COBRA premium payments for a period of 18 months following the executive officer’s termination Payment of severance benefits under the Sandisk CIC Severance Plan and Executive Severance Plan is conditioned upon the executive officer’s execution of a valid and effective release of claims. In addition, no executive officer is entitled to a duplication of benefits under our Executive Severance Plan and any other severance plan, including the Sandisk CIC Severance Plan. Qualified Retirement To be eligible for retirement, the executive officer must have five years of credited service with us and must also be at least age 55 at the time of retirement and his or her age plus total years of credited service must be at least 70. In the event of a qualified retirement, a pro rata portion of the PSUs will remain outstanding and eligible to vest based on actual achievement of the performance goals over the performance period. No RSUs contain an acceleration benefit for an eligible retirement. Death In the event of an executive officer’s death, 50% of the outstanding RSUs will accelerate. For RSUs and PSUs assumed from WDC in connection with the separation from WDC: (1) the vesting of a pro rata portion of WDC RSUs granted prior to its fiscal 2025 grant and a pro rata portion of WDC PSUs will accelerate; and (2) 50% of the outstanding RSUs will accelerate upon an executive officer’s death for WDC fiscal 2025 grants. The executive officer would also be eligible for a pro rata STI payout based on the number of days in the applicable performance period during which the executive officer was employed, subject to actual corporate performance and no individual modification. Termination for Cause/Misconduct In the event an executive officer’s employment is terminated for cause due to, among other reasons, the executive officer’s misconduct or violation of company policy, the executive officer will forfeit all outstanding incentives, including unearned or unvested LTI and STI awards. In addition, the executive officer would not be eligible for severance benefits.

  106. Potential Payments upon Termination or Change in Control

    | | EXECUTIVE COMPENSATION | PG. 061 |

  107. Potential Payments upon Termination or Change in Control

    Calculation of Potential Payments upon Termination or Change in Control The table below presents our estimate of the benefits payable to Messrs. Goeckeler, Visoso, Ilkbahar, and Shek under the arrangements described above based on the following assumptions: •Qualifying termination of employment and/or change in control occurred on July 3, 2026 •The price per share of our common stock is equal to the closing price of our common stock on July 3, 2026 ($1,745), the last trading day in fiscal 2026 •In the case of a change in control, our company does not survive the change in control, and all outstanding incentive awards are cashed out and terminated in the transaction •Not included in the table below are payments each named executive officer earned or accrued prior to termination, such as previously vested equity and non-equity incentive awards, which are more fully described and quantified in the tables and narratives above

  108. Potential Payments upon Termination or Change in Control

    | Name | Compensation Element | Change in Control-No Termination (Awards Not Assumed) ($)(1) | Change in Control-With Termination Without Cause or For Good Reason ($) | Involuntary Termination Without Cause-No Change in Control ($)(2) | Qualified Retirement ($)(3) | Death ($)(2) | | David V. Goeckeler | Cash Severance | — | 7,150,000 | 4,875,000 | — | — | | | RSU Acceleration(4) | 213,265,175 | 213,265,175 | 37,044,605 | — | 95,046,660 | | | PSU Acceleration(5) | 2,514,909,705 | 2,514,909,705 | 1,174,364,060 | 1,174,364,060 | 1,174,364,060 | | | Continuation of Benefits(6) | — | 54,671 | 36,687 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 2,728,174,880 | 2,735,379,551 | 1,216,323,552 | 1,174,364,060 | 1,269,410,720 | | Luis F. Visoso | Cash Severance | — | 4,125,000 | 2,887,500 | — | — | | | RSU Acceleration(4) | 222,778,915 | 222,778,915 | 98,110,880 | — | 144,677,078 | | | PSU Acceleration(5) | 952,893,895 | 952,893,895 | 390,670,600 | — | 390,670,600 | | | Continuation of Benefits(6) | — | 46,317 | 31,081 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 1,175,672,810 | 1,179,844,127 | 491,703,261 | — | 535,347,678 | | Alper Ilkbahar | Cash Severance | — | 2,500,000 | 1,875,000 | — | — | | | RSU Acceleration(4) | 67,849,090 | 67,849,090 | 11,258,740 | — | 29,134,520 | | | PSU Acceleration(5) | 320,954,360 | 320,954,360 | 137,094,180 | 137,094,180 | 137,094,180 | | | Continuation of Benefits(6) | — | 89,651 | 60,160 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 388,803,450 | 391,393,101 | 150,291,280 | 137,094,180 | 166,228,700 | | Bernard Shek | Cash Severance | — | 1,800,000 | 1,400,000 | — | — | | | RSU Acceleration(4) | 41,825,905 | 41,825,905 | 8,168,345 | — | 19,028,353 | | | PSU Acceleration(5) | 145,775,555 | 145,775,555 | 60,610,830 | — | 60,610,830 | | | Continuation of Benefits(6) | — | 79,017 | 53,025 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 187,601,460 | 189,480,477 | 70,235,400 | — | 79,639,183 |

  109. Potential Payments upon Termination or Change in Control

    (1)None of our named executive officers’ equity awards will automatically vest because a change in control event occurs. The amounts shown represent the estimated value of the acceleration of outstanding equity incentive compensation under our incentive compensation plans in connection with a change in control (regardless of whether a termination of employment also occurs) assuming that the awards were to be terminated in connection with the change in control and the Compensation and Talent Committee had not provided for the assumption, substitution, or other continuation of the awards. (2)For the PSU awards, where applicable, the amounts are prorated and assume achievement at 100% of the target level of performance for the performance period or, if applicable, the credited amount. (3)As of July 3, 2026, Messrs. Goeckeler and Ilkbahar met the requirements for a “qualified retiree” with respect to PSUs. (4)The amounts shown are based on the intrinsic value of the portion of the RSU award that would have accelerated as of July 3, 2026. These intrinsic values were based on the closing price of our common stock on July 3, 2026 ($1,745). (5)The amounts shown represent the target number of PSUs subject to the award that would have remained outstanding and eligible to vest in connection with the termination event and are based on the intrinsic value of those stock units as of July 3, 2026. These intrinsic values were calculated by multiplying (i) the closing price of our common stock on July 3, 2026 ($1,745), by (ii) the target number of PSUs or, if applicable, the credited amount, that would have remained outstanding and eligible to vest as of July 3, 2026. The amounts shown represent the Launch Grants at maximum performance (300% of target). (6)For purposes of these calculations, expected costs have not been adjusted for any actuarial assumptions related to mortality, likelihood that the named executive officer will find other employment, or discount rates for determining present value.

  110. Potential Payments upon Termination or Change in Control

    | PG. 062 | 2026 PROXY STATEMENT | |

  111. CEO Pay Ratio

    CEO Pay Ratio Item 402(u) of Regulation S-K requires us to disclose the annual total compensation of our CEO, an estimate of the median annual total compensation for our worldwide employee population (excluding the CEO) (such employee, the “Median Compensated Employee”), and the ratio of the annual total compensation of our CEO to the annual total compensation of the Median Compensated Employee. The CEO pay ratio reported below is a reasonable estimate calculated in good faith in a manner consistent with Item 402(u) of Regulation S-K, based on our payroll records and the methodology described below. To determine the Median Compensated Employee for fiscal 2026, we referenced our global employee population as of April 1, 2026 (the “Determination Date”). As of the Determination Date, our employee population consisted of 11,195 employees, with approximately 74% of those employees located in Asia (including approximately 33% in Malaysia, 19% in India and 12% in Japan), approximately 7% of those employees located in Europe, the Middle East, and Africa and approximately 19% of those employees located in the Americas (including approximately 18% in the U.S.). This total includes all regular employees (approximately 99% of the employee population), as well as part-time employees (approximately 0.25%) and supplemental and temporary employees (collectively less than 1%), with no exclusions. In identifying the Median Compensated Employee for purposes of calculating the CEO pay ratio for fiscal 2026, we used “Target Total Cash,” which includes each employee’s base salary or base wage as in effect on the Determination Date and target cash incentives for fiscal 2026. For hourly employees, we calculated base wages using a reasonable estimate of hours worked during fiscal 2026. We annualized Target Total Cash for all permanent employees who did not work for the Company for the entirety of fiscal 2026. We identified the Median Compensated Employee for fiscal 2026 by consistently applying this methodology to all of our employees included in this analysis. With respect to the annual total compensation for our CEO for fiscal 2026, we used the amount reported for fiscal 2026 in the “Total” column in the “Fiscal 2026 Summary Compensation Table” above. Using the methodology described above, the fiscal 2026 annual total compensation for the Median Compensated Employee was calculated as $56,823, and our CEO’s annual total compensation was $15,181,160 (as described further in footnotes to the “Fiscal 2026 Summary Compensation Table”). Based on this information, the ratio of annual total compensation of our CEO compared to the Median Compensated Employee for fiscal 2026 was 267 to 1.

  112. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between executive “compensation actually paid” (as computed in accordance with SEC rules) and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, please see the section entitled “Compensation Discussion and Analysis” beginning on page 38. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO named executive officers (collectively, the “Other NEOs”) as presented in the “Fiscal 2026 Summary Compensation Table” above; (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K under the Exchange Act; (iii) certain financial performance measures; and (iv) the relationship between the “compensation actually paid” and those financial performance measures.

  113. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | | Compensation Actually Paid to PEO ($)(2) | | Average Summary Compensation Table for Other NEOs ($)(1) | | Average Compensation Actually Paid to Other NEOs ($)(2) | | Sandisk TSR ($)(3) | | PHLX Semiconductor Sector Total Return Index ($)(4) | | Net Income (in millions) ($)(5) | | Revenue (in millions) ($)(6) | | | 2026 | | 10,456,161 | | 2,696,511,780 | | 3,394,290 | | 566,184,934 | | 3,464 | | 249 | | 11,433 | | 20,248 | | 2025 | | 22,919,536 | | 40,783,700 | | 4,802,826 | | 8,503,714 | | 94 | | 108 | | (1,641) | | 7,355 |

  114. Pay Versus Performance

    (1)The PEO was Mr. Goeckeler for all fiscal years above. The Other NEOs were: Messrs. Visoso, Ilkbahar, and Shek. The dollar amounts reported are the amounts reported for the PEO, or the average of the amounts reported for the Other NEOs, in the “Total” column in our applicable Summary Compensation Table. (2)The following table describes the adjustments, each of which is prescribed by the SEC rules, to calculate the “compensation actually paid” amounts from the Summary Compensation Table. The Summary Compensation Table amounts and the “compensation actually paid” amounts do not reflect the actual amount of compensation earned by or paid to our executives, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. As reflected in the table below, pursuant to the applicable rules, the amounts in the “Stock Awards” column in the applicable Summary Compensation Table are subtracted from the amounts in the “Total” column and the values reflected in the table below are added or subtracted, as applicable.

  115. Pay Versus Performance

    | | EXECUTIVE COMPENSATION | PG. 063 |

  116. Pay Versus Performance

    | | Fiscal 2026 | | | | PEO ($) | Other NEOs ($) | | Summary Compensation Table Total ($)(a) | 10,456,161 | 3,394,290 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (9,014,351) | (2,712,009) | | (Minus): Change in Pension Value | — | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 445,105,875 | 125,289,837 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 2,212,887,537 | 426,713,228 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 37,076,558 | 13,499,588 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | “Compensation Actually Paid” Amounts (as calculated) | 2,696,511,780 | 566,184,934 |

  117. Pay Versus Performance

    (a)Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. The amounts shown with respect to our Other NEOs are the average amounts for such Other NEOs, as a group. (3)TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between our share price at the end of each fiscal year shown and the beginning of the measurement period by (b) our share price at the beginning of the measurement period. (4)The peer group used for this purpose is the PHLX Semiconductor Sector Total Return Index. (5)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. (6)The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year.

  118. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in greater detail under “Compensation Discussion and Analysis,” our executive compensation programs reflect strong pay-for-performance alignment. A significant portion of our fiscal 2026 target compensation awarded to our named executive officers was at-risk, contingent on both company and individual performance against rigorous goals set under our Executive STI and LTI plans. While we utilize several performance measures to align executive compensation with our performance, all those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  119. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    | PG. 064 | 2026 PROXY STATEMENT | |

  120. Compensation Actually Paid Versus Company TSR and Peer Group TSR

    Compensation Actually Paid Versus Company TSR and Peer Group TSR

  121. Compensation Actually Paid Versus Company TSR and Peer Group TSR

    | | CAP to PEO ($) | | Average CAP to Non-PEO NEOs ($) | | Company TSR ($) | | Peer Group TSR ($) |

  122. Compensation Actually Paid Versus Net Income (Loss)

    Compensation Actually Paid Versus Net Income (Loss)

  123. Compensation Actually Paid Versus Net Income (Loss)

    | | CAP to PEO ($) | | Average CAP to Non-PEO NEOs ($) | | Net Income Loss ($ millions) |

  124. Compensation Actually Paid Versus Revenue

    Compensation Actually Paid Versus Revenue

  125. Compensation Actually Paid Versus Revenue

    | | CAP to PEO ($) | | Average CAP to Non-PEO NEOs ($) | | Revenue ($ millions) |

  126. Compensation Actually Paid Versus Revenue

    | | PG. 065 |