SNDK — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-08-17

• •Technology Innovation and Manufacturing Leadership: We leverage our innovative R&D and intellectual property at the chip and system level coupled with advanced manufacturing scale and expertise to drive technology leadership, accelerate innovation, and deliver cost-efficient memory solutions. These…

• •Durable and Predictable Business Model: We are transforming our financial model through long-term customer engagement frameworks and New Business Model (“NBMs”) agreements that provide greater visibility, improve production planning and inventory management, support sustained innovation investments…

• Each Flash Ventures entity operates for a set amount of time as agreed between us and Kioxia. Since the start of Flash Ventures, we and Kioxia have extended the term for all three of the Flash Ventures entities. On January 29, 2026, Sandisk entered into an FAL Second Commitment and Extension Agreeme…

• In connection with the Extension Agreements, on January 29, 2026, Sandisk entered into an Agreement to Enhance Collaboration by and among Sandisk, Kioxia, Sandisk Technologies, Inc. (“Sandisk Technologies”), SanDisk LLC, SanDisk Ireland and SanDisk Cayman, under which Sandisk Technologies will make …

• On January 24, 2025, the Company and WDC entered into an equity transfer agreement (the “Equity Transfer Agreement”) that transferred WDC’s entire equity interest in Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co. Ltd. (“Unis”), referred to as the “Unis Venture,” to the Company. The U…

Text removed vs the prior filing · source: 10-K · 2025-08-21

• •Innovation and Cost Leadership: We continue to innovate and develop advanced technologies across platforms to deliver timely new products and solutions to meet growing demands for scale, performance and cost efficiency in the market.

• Each Flash Ventures entity operates for a set amount of time as agreed between us and Kioxia. Since the start of Flash Ventures, we and Kioxia have extended the term for all three of the Flash Ventures entities. Absent further extensions as mutually agreed between us and Kioxia, Flash Partners Ltd. …

• On January 24, 2025, the Company and WDC entered into an equity transfer agreement (the “Equity Transfer Agreement”) to transfer WDC’s entire equity interest in Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co. Ltd. (“Unis”), referred to as the “Unis Venture,” to the Company. The Unis V…

• Prior to the execution of the Equity Transfer Agreement, the Unis Venture was not historically managed as a component of the Company and as such, the related equity method investment was not reflected in our Consolidated Financial Statements. Following the execution of the Equity Transfer Agreement,…

• For 2025 and 2024, no customer accounted for more than 10% of our net revenue. For 2023, one customer accounted for 15% of our net revenue.

Text added vs the prior filing · source: 10-K · 2026-08-17

• •Our operating results may fluctuate due to changes in demand, industry cycles and the timing of customer deployments, including AI-related data center investments, and our ability to accurately forecast demand as a result of these changing market conditions.

• •Long-term agreements, which we also refer to as New Business Models or “NBMs”, expose us to certain execution, financial, and market risks, which could be significant.

• •Our guarantees of certain obligations of Flash Ventures may negatively impact our financial position, and terms and conditions of our revolving credit facility may restrict our operations and ability to respond to future business opportunities.

• •Our share repurchase program may not enhance shareholder value and could affect the price of our common stock and reduce our financial flexibility.

• •Mutual indemnification obligations between WDC and us for certain liabilities in connection with the spin-off may not provide the protection we expect and could result in significant liabilities that could adversely affect our financial results.

Text removed vs the prior filing · source: 10-K · 2025-08-21

• •Public health crises have had, and could in the future have, a negative effect on our business.

• •We experience sales seasonality and cyclicality, and accurate forecasting has become more difficult.

• •If we fail to respond to demand changes within our distribution channel or retail market or maintain and grow our applicable market share, our business could suffer.

• •Our level of debt may negatively impact our liquidity, restrict our operations and ability to respond to business opportunities and increase our vulnerability to adverse economic and industry conditions.

• •Future material impairments in the value of our goodwill, intangible assets and other long-lived assets would negatively affect our operating results.

Text added vs the prior filing · source: 10-K · 2026-08-17

• Sandisk is a leading global semiconductor memory company with more than 30 years of innovation in NAND flash technology. We are a vertically integrated solutions provider with ownership of chip-level design and IP, front and back-end manufacturing, as well as systems engineering and design. With a d…

• The Datacenter end market is comprised primarily of products for datacenters, cloud service providers, and private cloud customers. Through the Edge end market, we provide our original equipment manufacturer (“OEM”) and channel customers a broad array of high-performance flash solutions across perso…

• The Company’s fiscal year ends on the Friday nearest to June 30 and typically consists of 52 weeks. Approximately every five to six years, we report a 53-week fiscal year to align the fiscal year with the foregoing policy. Fiscal years 2025 and 2024, which ended on June 27, 2025 and June 28, 2024, r…

• On October 30, 2023, Western Digital Corporation (“WDC”) announced that its board of directors (the “WDC Board of Directors”) authorized WDC management to pursue a plan to separate the Company into an independent public company (the “separation” or “the spin-off”). The separation received final appr…

• On February 21, 2025, WDC executed the spin-off of the Company through WDC’s pro rata distribution of 116,035,464, or 80.1%, of the Company’s outstanding shares of common stock to holders of WDC’s common stock. Each WDC stockholder received one-third (1/3) of one share of the Company’s common stock …

Text removed vs the prior filing · source: 10-K · 2025-08-21

• On October 30, 2023, Western Digital Corporation (“WDC”) announced that its board of directors (the “WDC Board of Directors”) authorized management to pursue a plan to separate the Company into an independent public company. The separation received final approval by the WDC Board of Directors and wa…

• On February 21, 2025, WDC executed the spin-off of the Company through WDC’s pro rata distribution of 116,035,464 or 80.1% of the outstanding shares of common stock of the Company to holders of WDC’s common stock. Each WDC stockholder received one-third (1/3) of one share of the Company’s common sto…

• On June 6, 2025, WDC disposed of 21,314,768 or 14.6% of our common stock through an exchange of our common stock for WDC debt held by WDC creditors.

• Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology. With a differentiated innovation engine driving advancements in storage and semiconductor technologies, our broad and ever-expanding portfolio delivers powerful flash stora…

• Through the Client end market, we provide our original equipment manufacturer (“OEM”) and channel customers a broad array of high-performance flash solutions across personal computer, mobile, gaming, automotive, virtual reality headsets, at-home entertainment and industrial spaces. The Consumer end …

Text added vs the prior filing · source: 10-K · 2026-08-17

• We are exposed to equity market risk through our investment in marketable equity securities in a foreign entity, which we typically do not attempt to reduce or eliminate through hedging activities.

• As of July 3, 2026, the fair value of our marketable equity securities was $1,777 million. This represents an investment in Nanya, for which the securities are traded on the Taiwan Stock Exchange. To determine a reasonable possible decrease in the market value of our marketable equity securities, we…

Text removed vs the prior filing · source: 10-K · 2025-08-21

• We held variable rate debt. As of June 27, 2025, our variable rate debt outstanding consisted of our Term Loan Facility, which is based on various index rates as discussed further in Part II, Item 8., Note 8, Debt of the Notes to Consolidated Financial Statements included in this Annual Report on Fo…