闪迪 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune27, 2025 or Sandisk Corporation (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes¨Noý Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐Noý The aggregate value of voting stock held by non-affiliates of the registrant as of December 27, 2024 was $0. As of December27, 2024, the lastbusiness day of Sandisk Corporation’s most recently completed second fiscal quarter, there wasnoestablished public market for the registrant’s commonstock, par value $0.01 per share. The registrant’s common stock began trading on theNasdaq Global Select Market (“Nasdaq”) under the symbol “SDNK”on February24, 2025. As ofthe close of business on August13, 2025,145,805,548shares of common stock, par value $0.01 per share, were outstanding. Documents Incorporated by ReferenceThe information required by PartIII of this Report incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the 2025 Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120daysafter the end of the 2025 fiscal year. Except with respect to information specifically incorporated by reference in this Form10-K, the Proxy Statement isnot deemed to be filed as part hereof. SANDISK CORPORATIONINDEX PAGE NO. Unless otherwise indicated, references herein to specific years and quarters are to our fiscal years and fiscal quarters, and referencesto financial information are on a consolidated basis. As used herein, the terms “we,” “us,” “our,” the “Company,” and “Sandisk” refer toSandisk Corporation and its subsidiaries, unless we state, or the context indicates, otherwise. Sandisk Corporation, a Delaware corporation, is the parent company of our NAND flash data storage business. Our principalexecutive offices are located at 951 Sandisk Drive, Milpitas, California, 95035. Our telephone number is (408) 801-1000. FORWARD-LOOKING STATEMENTS This document contains forward-looking statements within the meaning of the federal securities laws. These forward-lookingstatements include but are not limited to, statements regarding Sandisk Corporation’s (the “Company’s”) expectations related to operatingas an independent company, its product and technology developments and all statements regarding the Company’s expected futureposition, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitivepositions, growth opportunities, plans and objectives of management, and statements containing the use of forward-lookin