闪迪美股招股说明书(2025-06-06版)

Sandisk Corporation Common Stock The selling stockholders identified in this prospectus are offering 18,534,581shares of our common stock. We will not receive any of the proceeds from the sale of shares of ourcommon stock by the selling stockholders. All of the shares of our common stock that are being offered and sold in this offering are currently held by Western Digital Corporation (“WDC”). Following this offering, WDC isexpected to own 10,293,206 shares of our common stock (or 7,513,019shares if the option granted to the underwriters is exercised in full). We are registering the resale of the shares of ourcommon stock to be offered and sold in this offering pursuant to the terms of a stockholder’s and registration rights agreement between us and WDC. In connection with this offering, WDC intends to exchange 18,534,581shares of our common stock offered hereby for certain indebtedness of WDC under that certain Amended andRestated Loan Agreement, dated as of January 7, 2022, among WDC, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, the “CreditAgreement”), which governs WDC’s $2.51 billion term A-3 loans (“Term A-3 Loans”) and revolving credit facility maturing in January 2027, which is held by affiliates of J.P. MorganSecurities LLC and BofA Securities, Inc., as the selling stockholders identified in this prospectus (the “selling stockholders” and, such affiliates, the “debt-for-equity exchange parties”). In thedebt-for-equityexchange, WDC is expected to deliver the shares, at the request of thedebt-for-equityexchange parties, to the selling stockholders upon consummation of the debt-for-equityexchange, and the selling stockholders would then offer those shares of our common stock to the underwriters in this offering for cash. The consummation of the debt-for-equity exchange is acondition to the settlement of the selling stockholders’ sale of the shares to the underwriters. As a result, the consummation of thedebt-for-equityexchange is also a condition to the settlementof the underwriters’ sale of the shares to prospective investors. Thedebt-for-equityexchange parties, and not WDC or us, will receive the proceeds from the sale of the shares in this offering.However, as a result of exchanging the shares of our common stock with thedebt-for-equityexchange parties prior to this offering, WDC may be deemed to be a selling stockholder in thisoffering solely for U.S. federal securities law purposes. We refer to the exchange between WDC and thedebt-for-equityexchange parties as the“debt-for-equityexchange,” which will beeffected pursuant to adebt-for-equityexchange agreement expected to be entered into before the settlement date of this offering. Thedebt-for-equityexchange will occur on the settlementdate of this offering immediately prior to, and its consummation will be a condition to, the settlement of the selling stockholders’ sale of the shares to the underwriters in this offering. As aresult, the consummation of thedebt-for-equityexchange will also ultimately be a condition to the settlement of the underwriters’ sale of the shares to prospective investors in this offering.See “Principal and Selling Stockholders” and “Underwriting (Conflicts of Interest).” Our common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SNDK.” On June 5, 2025, the closing price of our common stock as reported on theNasdaq was $39.12 per share. Investing in our common stock involves a high degree of risk. Before buying any shares of our common stock, you should carefully readthe discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 15. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price$38.500$713,581,368.50Underwriting discounts and commission(1)$1.155$21,407,441.06Proceeds to the selling stockholders, before expenses$37.345$692,173,927.44 (1)See “Underwriting (Conflict of Interest)” for a description of compensation to be paid to the underwriters. The underwriters have the option to purchase up to an additional 2,780,187 shares of our common stock from the selling stockholders at the public offering price less the underwritingdiscounts and commission for 13 days after the date of this prospectus. The underwriters are offering the shares of our common stock as set forth under “Underwriting (Conflicts of Interest).” Delivery of the shares of our common stock will be made on orabout June 9, 2025. J.P.MorganRBCCapitalMarkets BofASecuritiesMizuho BNPPARIBASAcademySecurities Table of Contents TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING13RISK FACTORS15CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS44THE SEPARATION AND DISTRIBUTION45USE OF PROCEEDS47MARKET