sndk-20251006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )


þ			Filed by the Registrant			o			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12

Sandisk Corp.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
o			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

INSPIRATION AND
INNOVATION IN MOTION (→)

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


			WHO WE ARE			Our vast portfolio of Flash products enables a seamless and simplified world of resilient data expression and storage. We believe that everyone should be inspired by their data – to move, create, discover, share, and unlock their potential.

			OUR VALUES			Our values of innovation, sustainability, collaboration and community, and responsible leadership focus our vision, inspire what we build, and drive our ambitions, shaping our path and defining what success looks like across everything we do.

PG. 001

LETTER FROM OUR CHAIR AND
LEAD INDEPENDENT DIRECTOR

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders, our first as a newly independent, publicly traded company. This meeting represents a defining moment in Sandisk’s history and a significant milestone in our reemergence as a standalone global leader in flash-based storage solutions.

In February 2025, Sandisk formally separated from Western Digital, completing a successful transition and reintroduction to the market. In this new era for Sandisk, we are laser-focused on creating value for customers and stockholders by leveraging our greatest strengths in innovation, scale, agility, and operational discipline. While our post-separation period in fiscal 2025 was brief, we are proud of the progress made in performance, leadership, and governance, which has laid a strong foundation for Sandisk’s long-term success.

Our Board Represents Institutional Insight and Strategic Renewal

We are guided by a highly experienced and strategically balanced Board of Directors. Our Board consists of a combination of former Western Digital board members who provide deep insight on Sandisk’s business, technology, talent, and long-term strategic goals, and new members who bring fresh perspectives to the boardroom. We are confident that our Board is well-positioned to steward Sandisk as a standalone company. We believe everything starts with innovation, and our business sits at the center of it. With a dedicated focus on advancing Sandisk’s core business, we see a tremendous opportunity to deliver meaningful value to both our customers and stockholders.

We will nominate seven directors at our inaugural annual meeting, all of whom have served since our separation from Western Digital. As part of the separation, we appointed to our Board two current Western Digital directors – Matthew Massengill and Kimberly Alexy – to provide leadership continuity through the transition. As we believe Sandisk is now in a strong position to drive long-term success and value creation for its stockholders, Mr. Massengill and Ms. Alexy will not be nominated for reelection at the annual meeting. Our director nominees include independent directors with expertise across critical domains, including semiconductors, enterprise systems, capital markets, and human capital. The skills of our director nominees are closely aligned with our business priorities and opportunities ahead and are essential skills for driving long-term value creation. We are excited for our Board to effectively guide and oversee Sandisk through its evolution as a standalone company.

Our Clear Strategy for Long-term Value Creation

Sandisk’s strategy is focused and purpose-built for the opportunities ahead. As a standalone company, we are reaffirming our leadership in the NAND and SSD markets while sharpening our operational and capital allocation decisions to deliver sustainable and profitable growth objectives. We are executing a long-term vision that reflects our core strengths. In doing so, we are positioning Sandisk to capture a significant market opportunity. Our growth is being driven by the exponential expansion of data, the rise of artificial intelligence in cloud and edge applications, and upcoming refresh cycles in personal computers and mobile devices. Our capital investment remains strong in data centers where we are seeing emerging AI-driven workloads expand the addressable market for enterprise SSDs, which we believe is unlocking further potential for Sandisk’s flash solutions.

In parallel, we have made structural changes to how we operate by, for example, tightening our focus on capital discipline and driving higher returns on invested capital. These are not just goals, they are embedded principles of how Sandisk creates long-term stockholder value.

Our successful first half-year as a standalone company exceeded expectations. We remain optimistic as we lead with innovation to meet demand, which we forecast to strengthen throughout the year. We continue to focus on maximizing return on invested capital through supply management, costs, and pricing strategies.

A Commitment to Good Governance and Our Stockholders

Governance has been a priority through the separation, and we have taken significant steps toward establishing the rigor and practices characteristic of a mature, best-in-class public company, and we will continue to evaluate our governance practices in this pursuit. Our Board prioritizes strong and independent oversight, and we maintain policies aligned with investor expectations, including a commitment to a robust stockholder engagement program. Transparency, accountability, and long-term alignment with stockholders are central to our governance philosophy.

On behalf of the full Board and executive team, thank you for the trust you have placed in Sandisk as we reintroduce ourselves as a standalone company. Our first fiscal year has been foundational, and the support and feedback of our investors has been essential. We look forward to continuing our journey together.

Sincerely,


			David V. Goeckeler Chair of the Board
			Matthew E. Massengill Lead Independent Director

PG. 002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



						Date November 18, 2025

						Time Online check-in begins: 7:45 a.m. Pacific Time Meeting begins: 8:00 a.m. Pacific Time

						Location Our annual meeting will be a completely virtual meeting of stockholders that will provide stockholders with comparable rights and opportunities to participate as they would have at an in-person meeting. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/SNDK2025. Please see the section entitled “Additional Information— General Information About the Annual Meeting—Virtual Annual Meeting” for additional information.

						Who Can Vote Holders of record of shares of our common stock at the close of business on September 22, 2025 will be entitled to notice of and to vote, together as a single class, at our annual meeting and any postponements or adjournments of the meeting.

Voting Shares in Advance of The Meeting

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

Via the Internet

Visit the website listed on your notice, proxy card or voting instruction form

By Phone

Call the phone number listed on your proxy card or voting instruction form

By Mail

Complete, sign, date and return your proxy card or voting instruction form in the envelope provided

Matters to Be Voted On and Board Recommendations


Proposal 1

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


Proposal 2

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


Proposal 3

Approval on an advisory basis of the frequency of future advisory votes on named executive officer compensation


Proposal 4

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026

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

By Order of our Board of Directors,

Bernard Shek

Chief Legal Officer and Secretary

October 7, 2025

Important notice regarding the availability of proxy materials for our annual meeting of stockholders to be held on November 18, 2025:

On or about October 7, 2025, proxy materials for the annual meeting, including the attached Proxy Statement and our Annual Report for the fiscal year ended June 27, 2025, are being furnished to stockholders entitled to vote at the annual meeting. The Proxy Statement and 2025 Annual Report are available on our Investor Relations website at investor.sandisk.com. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials.

PG. 003

DISCLAIMERS

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of federal securities laws, including but not limited to, statements concerning our business strategy and strategic priorities, including expectations regarding our ability to successfully operate and grow as a standalone company, our leadership positioning in the NAND and SSD markets, our innovation initiatives, operational and capital allocation decisions and our long-term growth and profitability objectives, our expectations regarding market opportunities, including demand driven by artificial intelligence, data growth and technology refresh cycles, our plans for capital investments and supply management, and our efforts to deliver sustainable growth and long-term stockholder value. These forward-looking statements are based on management’s current expectations as of the date of this Proxy Statement and are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to: adverse changes in global or regional economic conditions, including the impact of evolving trade policies, tariff regimes and trade wars; volatility in demand for our products; pricing trends and fluctuations in average selling prices; inflation; changes in interest rates and a potential economic recession; future responses to and effects of global health crises; the impact of business and market conditions; the impact of competitive products and pricing; our development and introduction of products based on new technologies and management of technology transitions; risks associated with strategic initiatives, including restructurings, acquisitions, divestitures, cost saving measures and joint ventures; risks related to product defects; difficulties or delays in manufacturing or other supply chain

disruptions; our reliance on strategic relationships with key partners, including Kioxia Corporation; attraction, retention, and development of skilled management and technical talent; risks associated with the use of artificial intelligence in our business operations; our level of debt and other financial obligations; changes to our relationships with key customers or consolidation among our customer base; compromise, damage or interruption from cybersecurity incidents or other data system security risks; our reliance on intellectual property; fluctuations in currency exchange rates; actions by competitors; risks associated with compliance with changing legal and regulatory requirements; future material impairments in the value of our goodwill and other long-lived assets; our ability to achieve some or all of the expected benefits of the separation from WDC; and other risks and uncertainties listed in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed with the SEC on August 21, 2025 (the “2025 Annual Report on Form 10-K”), to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.

Website References

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

PG. 004

TABLE OF CONTENTS


Letter from Our Chair and Lead Independent Director			1
Notice of Annual Meeting of Stockholders			2
Disclaimers			3
Proxy Summary			5
Corporate Governance Matters			8
Proposal 1: Election of Directors			8
Nominees for Election			9
Director Nominee Skills and Experience			16
Director Nominations and Board Refreshment

SEC Form DEF 14A filed by Sandisk Corporation