FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January2, 2026 For the transition period fromto Commission File Number: 001-42420 Sandisk Corporation (Exact name of registrant as specified in its charter) (Address of principal executive offices) (408) 801-1000 (Registrant’s telephone number, including area code) Trading Symbol(s)SNDK Name of each exchange on which registeredThe Nasdaq Stock Market LLC 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 Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing 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 Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerAcceleratedfilerNon-accelerated filerSmallerreportingcompanyEmerging growth company☐☐☒☐☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No As of the close of business on January23, 2026, 147,567,249 shares of common stock, par value $0.01 per share, were outstanding. SANDISK CORPORATIONINDEX PAGE NO. Unless otherwise indicated, references herein to specific years and quarters are to our fiscal years and fiscal quarters, andreferences to financial information are on a condensed consolidated basis. As used herein, the terms “we,” “us,” “our,” the “Company,”and “Sandisk” refer to Sandisk Corporation and its subsidiaries, unless we state, or the context indicates, otherwise. Sandisk, a Delaware corporation, is the parent company of our NAND flash data storage business. Our principal executiveoffices 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 tooperating as an independent company, its product and technology developments and all statements regarding the Company’s expectedfuture position, results of operations, cash flows, capital expenditures, and statements containing the use of forward-looking words,such as “may,” “will,” “could,” “would,” “should,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,”“plan,” “forecast,” “approximate,” “intend,” “target,” and the like, or the use of the future tense of these or other similar words.Statements contained herein concerning the Company’s expectations related to operating as an independent company, outlook orfuture economic performance, anticipated profitability, revenues, expenses, or other financial items, products or service line growth ofthe Company, and predicted market outcomes, together with other statements that are not historical facts, are forward-lookingstatements that are estimates reflecting the best judgment of the Company based upon currently available information. Statementsconcerning current conditions may also be forward-looking if they imply a continuation of current conditions. These forward-looking statements are based upon management’s current expectations and represent the most currentinformation available to us as of the date of this Quarterly Report on Form 10-Q. The Company is subject to a number of known andunknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause actualresults, performance or plans to differ materially from those expressed or implied by these forward-looking statements. These risks anduncertainties include, but are not limited to: •adverse changes in global or regional conditions, including the impact of changes in tariff policies or other traderestrictions;•supply chain risks, including our dependence on a limited number of qualified suppliers, the availability and cost of mat