Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sandisk Corporation (Exact name of registrant as specified in its charter) As filed with the Securities and Exchange Commission on April 18, 2025 Registration No. 333- Milpitas, California 95035 (408) 801-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Bernard Shek Senior Vice Pres ...

Financial Performance - The Company reported net revenue of $1,876 million for the three months ended December 27, 2024, representing a 13% increase from $1,665 million in the prior year[174]. - Cost of revenue decreased by 16% to $1,270 million, down from $1,504 million, resulting in a gross profit of $606 million, a significant increase of 276% compared to $161 million in the previous year[174]. - Operating income improved to $195 million, compared to a loss of $245 million in the same period last year, marking a turnaround of $440 million[174]. - The Company incurred a net income of $104 million, a substantial recovery from a net loss of $301 million in the prior year, reflecting a 135% improvement[174]. - Net revenue increased 18% to $3,759 million for the six months ended December 27, 2024, compared to $3,198 million for the same period in the prior year[177]. - Gross profit increased by $1,359 million for the six months ended December 27, 2024, resulting in a gross profit margin increase of 36%[183][184]. - Cloud revenue surged 848% in the six months ended December 27, 2024, driven by a 571% increase in exabytes sold[178]. - Client revenue rose 7% in the six months ended December 27, 2024, primarily due to a 37% increase in average selling prices per gigabyte[179]. - Consumer revenue decreased 5% in the six months ended December 27, 2024, attributed to an 8% decrease in exabytes sold[180]. Expenses and Cash Flow - Total operating expenses increased by $141 million to $846 million for the six months ended December 27, 2024[182]. - Interest and other expense, net increased by $24 million for the six months ended December 27, 2024, primarily due to increased foreign exchange losses[189]. - Income tax expense for the six months ended December 27, 2024, was $125 million, with an effective tax rate of 28%[193]. - Research and development expenses increased by $76 million for the six months ended December 27, 2024, reflecting continued investment in innovation[185]. - Selling, general and administrative expenses rose by $41 million for the six months ended December 27, 2024, primarily due to increased compensation and benefits[186]. - For the six months ended December 27, 2024, net cash provided by operating activities was $(36) million, compared to $(167) million for the same period in 2023[196]. - Net cash provided by investing activities was $169 million for the six months ended December 27, 2024, compared to $113 million for the same period in 2023[196]. - Net cash provided by financing activities was $344 million for the six months ended December 27, 2024, compared to $186 million for the same period in 2023[196]. Operational Metrics - The cash conversion cycle increased to 151 days for the three months ended December 27, 2024, compared to 96 days for the same period in 2023[200]. - Days sales outstanding (DSO) increased by 7 days to 44 days for the three months ended December 27, 2024, compared to 37 days for the same period in 2023[202]. - Days in inventory (DIO) increased by 58 days to 156 days for the three months ended December 27, 2024, compared to 98 days for the same period in 2023[202]. Future Outlook and Commitments - The Company expects to incur charges for unabsorbed manufacturing overhead costs due to reduced utilization of manufacturing capacity in fiscal 2025[169]. - The Company anticipates that digital transformation, including the artificial intelligence data-cycle, will drive improved market conditions for data storage products in the long term[169]. - The company expects cash capital expenditures in 2025 to be higher than in 2024 but remain below 2023 expenditures[196]. - Total known material cash requirements as of December 27, 2024, amounted to $7,660 million, with $4,442 million related to Flash Ventures commitments[206]. - As of December 27, 2024, the liability for unrecognized tax benefits was approximately $60 million, with potential cash payments of approximately $66 million[210]. Corporate Developments - The Company entered into a five-year supply agreement with SDSS with a minimum annual commitment of $550 million following the sale of 80% of its equity interest in SDSS[161]. - A sale-leaseback transaction in September 2023 generated net proceeds of $191 million, with $134 million allocated to the Company, and an annual lease expense of $16 million for the first year[162]. - The Company completed a spin-off from WDC, distributing 80.1% of its outstanding shares to WDC stockholders, and began trading independently under the symbol "SNDK" on February 24, 2025[159]. - The Company has drawn no amounts under its $1.5 billion Revolving Credit Facility as of March 7, 2025[167]. - A total of $692 million of cash and cash equivalents were held outside of the U.S. as of December 27, 2024[198].