sndk-20251003

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 October 3, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42420

Sandisk Corporation

(Exact name of registrant as specified in its charter)

Delaware

99-1508671

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

951 Sandisk Drive

Milpitas

California

95035

(Address of principal executive offices)

(Zip Code)

(408) 801-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	SNDK	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 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 to such 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 Rule 405 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 submit such files). 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, 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 filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging 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 with any 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 ý

As of the close of business on October 31, 2025, 146,553,179 shares of common stock, par value $0.01 per share, were outstanding.

SANDISK CORPORATION

INDEX


		PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets — As of October 3, 2025 and June 27, 2025	4
	Condensed Consolidated Statements of Operations — Three Months Ended October 3, 2025 and September 27, 2024	5
	Condensed Consolidated Statements of Comprehensive Income — Three Months Ended October 3, 2025 and September 27, 2024	6
	Condensed Consolidated Statements of Cash Flows — Three Months Ended October 3, 2025 and September 27, 2024	7
	Condensed Consolidated Statements of Changes in Shareholders’ Equity — Three Months Ended October 3, 2025 and September 27, 2024	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43


Item 5.	Other Information	43
Item 6.	Exhibits	44

Unless otherwise indicated, references herein to specific years and quarters are to our fiscal years and fiscal quarters, and references 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 executive offices are located at 951 Sandisk Drive, Milpitas, California, 95035. Our telephone number is (408) 801-1000.

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FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include but are not limited to, statements regarding Sandisk Corporation’s (the “Company’s”) expectations related to operating as an independent company, its product and technology developments and all statements regarding the Company’s expected future position, results of operations, cash flows, capital expenditures, and statements containing the use of forward-looking words, such as “may,” “will,” “could,” “would,” “should,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “approximate,” “intend,” “upside,” “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 or future economic performance, anticipated profitability, revenues, expenses, or other financial items, products or service line growth of the Company, and predicted market outcomes, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of the Company based upon currently available information. Statements concerning 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 current information available to us as of the date of this Quarterly Report on Form 10-Q. The Company is subject to a number of known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause actual results, performance or plans to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

•adverse changes in global or regional conditions, including the impact of changes in tariff policies or other trade restrictions;

•supply chain risks, including our dependence on a limited number of qualified suppliers, the availability and cost of materials and components for our products, and disruptions to our supply chain;

•damage or disruption to our operations or to those of our suppliers;

•product defects;

•our reliance on strategic relationships with key partners, including Kioxia Corporation;

•the development and introduction of new products or technologies and management of technology transitions;

•future responses to and effects of public health crises;

•loss of revenue from, or consolidation of, our key customers or increases in our customers’ credit risk;

•volatile demand and pricing trends and fluctuations in average selling prices;

•our ability to respond to market and other changes in our distribution and retail market;

•sales cyclicality and our ability to accurately forecast demand;

•our level of debt;

•fluctuations in currency exchange rates;

•our ability to attract, retain, and develop highly skilled management and technical talent;

•risks associated with legal or regulatory compliance, changing legal and regulatory requirements, and the impact and outcome of legal proceedings;

•compromise, damage or interruptions from cybersecurity incidents or other data or system security risks;

•reliance on intellectual property and other proprietary information;

•future material impairments in the value of our goodwill, intangible assets, and other long-lived assets;

•risks and challenges associated with the use of artificial intelligence; and

•our ability to achieve some or all of the expected benefits of the spin-off (as defined below) and uncertainties regarding the impacts of the spin-off, including indemnification responsibilities, tax-related considerations, and our ability to effectively make the changes necessary to operate as an independent company.

You are urged to carefully review our disclosures concerning these risks and the additional disclosures we make concerning material risks and other factors that may affect the outcome of our forward-looking statements and our business and operating results, including those made in our Annual Report on Form 10-K for the year ended June 27, 2025, as filed with the United States Securities and Exchange Commission on August 21, 2025. You are cautioned not to place undue reliance on the forward-looking statements included in this Quarterly Report on Form 10-Q, which speak only as of the date of this document. We do not intend, and undertake no obligation, to update or revise these forward-looking statements to reflect new information or events after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

SANDISK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

(Unaudited)


	October 3, 2025		June 27, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	1,442	$	1,481
Accounts receivable, net	1,193		1,068
Inventories	1,907		2,079
Income tax receivable	72		66
Other current assets	370		392

Total current assets	4,984		5,086
Property, plant and equipment, net	630		619
Notes receivable and investments in Flash Ventures	602		654
Goodwill	4,998		4,999
Deferred tax assets	57		58
Income tax receivable, non-current	61		80
Other non-current assets	1,417		1,489
Total assets	$	12,749	$	12,985
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	398	$	366
Accounts payable to related parties	486		400
Accrued expenses	382		425
Accrued compensation	208		173
Income tax payables	22		43

Current portion of long-term debt	20		20
Total current liabilities	1,516		1,427
Deferred tax liabilities	28		17
Long-term debt	1,331		1,829
Other liabilities	493		496
Total liabilities	3,368		3,769
Commitments and contingencies (Notes 10, 11, 14 and 15)
Shareholders’ equity:
Common stock, $0.01 par value; authorized — 450 shares; issued and outstanding — 147 shares and 146 shares, respectively	$	1	$	1
Additional paid-in capital	11,286		11,248
Accumulated deficit	(1,672)		(1,784)
Accumulated other comprehensive loss	(234)		(249)

Total shareholders’ equity	9,381		9,216
Total liabilities and shareholders’ equity	$	12,749	$	12,985

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SANDISK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

(Unaudited)


	Three Months Ended
	October 3, 2025		September 27, 2024
Revenue, net	$	2,308	$	1,883
Cost of revenue	1,621		1,157
Gross profit	687		726
Operating expenses:
Research and development	316		283
Selling, general and administrative	179		130

Business separation costs	9		20
Employee termination and other	(3)		2
Loss on business divestiture	10		—
Total operating expenses	511		435
Operating income	176		291
Interest and other expense:
Interest income	16		3
Interest expense	(40)		(2)
Other expense, net	(28)		(25)
Total interest and other expense, net	(52)		(24)
Income before taxes	124		267
Income tax expense	12		56
Net income	$	112	$	211

Net income per common share:
Basic	$	0.77	$	1.46
Diluted	$	0.75	$	1.46

Weighted average shares outstanding:
Basic	146		145
Diluted	149		145

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SANDISK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)


	Three Months Ended
	October 3, 2025		September 27, 2024
Net income	$	112	$	211
Other comprehensive income, before tax
Foreign currency translation adjustment	(14)		43
Net unrealized gain on derivative contracts	39		211
Total other comprehensive income, before tax	25		254
Income tax expense related to items of other comprehensive income, before tax	(10)		(45)
Other comprehensive income, net of tax	15		209
Total comprehensive income	$	127	$	420

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SANDISK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


	Three Months Ended
	October 3, 2025		September 27, 2024
Cash flows from operating activities
Net income	$	112	$	211
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	36		54
Stock-based compensation	53		41

Deferred income taxes	3		(5)


Unrealized foreign exchange (gain) loss	1		(8)
Loss on sale of business divestiture	10		—
Amortization of debt issuance costs and discounts	2		—
Equity loss in investees, net of dividends received	27		10

Other non-cash operating activities, net	(6)		6
Settlement of accrued interest on Notes due to Western Digital Corporation	—		(96)
Changes in:
Accounts receivable, net	(125)		(102)
Inventories	172		(149)
Accounts payable	30		33
Accounts payable to related parties	86		39
Accrued expenses	(43)		(172)
Accrued compensation	35		(13)
Other assets and liabilities, net	95		20
Net cash provided by (used in) operating activities	488		(131)
Cash flows from investing activities
Purchases of property, plant and equipment	(50)		(67)

Proceeds from dispositions of business	25		—
Notes receivable issuances to Flash Ventures	(87)		(14)
Notes receivable proceeds from Flash Ventures	97		62


Net cash used in investing activities	(15)		(19)
Cash flows from financing activities

Taxes paid on vested stock awards under employee stock plans	(15)		—


Repayment of debt	(500)		—

Proceeds from principal repayments on Notes due from Western Digital Corporation	—		101
Repayments of principal on Notes due to Western Digital Corporation	—		(76)
Transfers from Western Digital Corporation	—		189

Net cash provided by (used in) financing activities	(515)		214
Effect of exchange rate changes on cash	3		1
Changes in cash and cash equivalents classified as assets held for sale	—		(71)
Net decrease in cash and cash equivalents	(39)		(6)
Cash and cash equivalents, beginning of year	1,481		328
Cash and cash equivalents, end of period	$	1,442	$	322

Supplemental disclosure of cash flow information:
Cash paid for interest	$	48	$	98
Cash received for interest	16		1
Cash paid for income taxes	39		—
Non-cash transfers of:
Notes due to Western Digital Corporation	—		378
Changes in other assets and liabilities, net, from Western Digital Corporation	—		6

Property, plant and equipment from Western Digital Corporation	—		3
Tax balances to Western Digital Corporation	—		7

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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SANDISK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions)

(Unaudited)


	Common Stock
	Shares	Amount		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Net Investment from Western Digital Corporation		Total
Balance at June 27, 2025	146	$	1	$	11,248	$	(1,784)	$	(249)	$	—	$	9,216
Net income	—	—		—		112		—				112
Employee stock plans	1	—		(15)		—		—		—		(15)
Foreign currency translation adjustment	—	—		—		—		(14)		—		(14)
Net unrealized gain on derivative contracts	—	—		—		—

SEC Form 10-Q filed by Sandisk Corporation