Core Viewpoint - Sandisk Corporation announced the pricing of a secondary public offering of 5,821,135 shares of its common stock at a price of $545.00 per share, which are currently owned by Western Digital Corporation, the former parent of Sandisk [1]. Group 1: Offering Details - The secondary offering will not involve Sandisk selling any shares or receiving any proceeds from the sale [1]. - The total value of the shares being offered is approximately $3.09 billion [2]. - The offering is expected to close on February 19, 2026, subject to customary closing conditions [1]. Group 2: Debt-for-Equity Exchange - Prior to the offering's closing, Western Digital Corporation is expected to exchange the shares for certain indebtedness held by affiliates of J.P. Morgan Securities LLC and BofA Securities [1]. - Following the debt-for-equity exchange, Western Digital is expected to own 1,691,884 shares of Sandisk's common stock, which it plans to dispose of in subsequent exchanges or distributions [1]. Group 3: Company Background - Sandisk is a leading developer and manufacturer of data storage devices based on NAND flash technology, providing solutions for various applications including artificial intelligence workloads [1]. - The company has a broad portfolio that includes solid-state drives, embedded products, removable cards, and USB drives [1].

Fiscal Second Quarter 2026 Financial Results Quarter ended January 2, 2026 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of U.S. federal securities laws, including, but not limited to, statements regarding expectations for: Sandisk Corporation's (the "Company's") business outlook and operational and financial performance for the fiscal third quarter of 2026 and beyond; the Company's market positioning; the alignment of the Company's technology and produc ...

Core Insights - Sandisk Corporation reported strong financial results for Q2 2026, highlighting a significant increase in revenue and net income, driven by improved product mix and market demand dynamics [2][3]. Financial Performance - Revenue for Q2 2026 reached $3,025 million, up 31% from Q1 2026 and up 61% year-over-year from Q2 2025 [3][4]. - Gross margin improved to 50.9%, a 21.1 percentage point increase from Q1 2026 and an 18.6 percentage point increase from Q2 2025 [3][4]. - Operating income surged to $1,065 million, reflecting a 505% increase from Q1 2026 and a 446% increase year-over-year [3][4]. - Net income for Q2 2026 was $803 million, a 617% increase from Q1 2026 and a 672% increase from Q2 2025 [3][4]. - Diluted net income per share was $5.15, up 587% from Q1 2026 and up 615% year-over-year [3][4]. End Market Summary - Datacenter revenue increased to $440 million, up 64% quarter-over-quarter and up 76% year-over-year [4]. - Edge revenue reached $1,678 million, a 21% increase from Q1 2026 and a 63% increase from Q2 2025 [4]. - Consumer revenue was $907 million, up 39% from Q1 2026 and up 52% year-over-year [4]. Business Outlook - For Q3 2026, Sandisk expects revenue between $4,400 million and $4,800 million, with gross margin guidance of 64.9% to 66.9% [5]. - Operating expenses are projected to be between $496 million and $532 million [5]. Company Background - Sandisk is a leading developer and manufacturer of data storage devices based on NAND flash technology, providing solutions for various markets including consumer and enterprise [11].

Investment Rating - The report assigns a rating of "1" (Buy) to Western Digital Corporation (WDC), Seagate Technology Holdings (STX), and Amphenol Corporation (APH), while CDW Corporation (CDW), HP Inc. (HPQ), and NetApp, Inc. (NTAP) receive a rating of "2" (Neutral) [8]. Core Insights - The hardware and storage industry is experiencing robust demand driven by AI tailwinds, limited production capacity, and stable pricing, with demand consistently exceeding supply [2][4]. - Companies are focusing on enhancing their product offerings and operational efficiencies to capitalize on the growing demand for high-speed connectivity and data storage solutions [3][19][42]. Company Summaries Western Digital Corporation (WDC) - WDC anticipates a 23% CAGR in enterprise business (EB) demand, driven by AI, with a baseline growth of 15% [27]. - The company is focused on delivering scalable and reliable growth, with significant purchase orders from top customers providing visibility into 2027 [27][28]. - WDC is investing in ePMR and HAMR technologies to enhance storage capacity and reliability [27][32]. Seagate Technology Holdings (STX) - STX expects mid-20s% growth in nearline EB, with demand outpacing supply [37]. - The company is qualifying major cloud customers for its HAMR technology, aiming to meet increasing demand for higher density storage solutions [34][37]. - STX maintains a focus on cost efficiency and capital allocation, with a capex of 4-6% of revenues [41]. Amphenol Corporation (APH) - APH is optimistic about demand in the IT datacom segment, driven by data center interconnect needs [51]. - The company is achieving sustainable incremental margins of over 30% through disciplined execution and a diverse product portfolio [51][55]. - APH's recent acquisitions are expected to enhance its capabilities and market position [53][55]. CDW Corporation (CDW) - CDW's performance reflects resilience due to a diverse portfolio and disciplined execution, with expectations for continued growth despite macroeconomic caution [5][13]. - The company is capitalizing on cloud transitions and the complexity of technology to drive demand for its services [13][18]. - CDW is focused on integrating AI into its offerings to enhance operational efficiencies and customer experiences [18]. HP Inc. (HPQ) - HPQ projects unit growth in PCs at a mid-single-digit rate through 2025, driven by a refresh cycle and the transition to AI PCs [22]. - The company is optimizing its supply chain and expects revenue growth to outpace unit growth in premium categories [22]. - HPQ anticipates a slight decline in print revenues due to enterprise prioritization of other investments, though this is expected to be temporary [22][23]. NetApp, Inc. (NTAP) - NTAP is gaining market share with its refreshed portfolio, focusing on data modernization and AI implementation [42]. - The company expects cautious enterprise IT spending but sees potential upsides in a more favorable macro environment [42]. - NTAP is positioned to benefit from the shift towards AI workloads, which are expected to drive significant data growth [47].

Financial Performance - Revenue for the fiscal third quarter 2025 was $1.7 billion[6], a decrease of 1% year-over-year[17] and down 10% quarter-over-quarter[17] - Non-GAAP gross margin was 22.7%[6], a decrease of 4.7 percentage points year-over-year[17] and down 9.8 percentage points quarter-over-quarter[17] - Non-GAAP EPS showed a loss of $0.30[6], compared to earnings of $0.57 in Q3 2024 and $1.23 in Q2 2025[17] - Adjusted free cash flow was $220 million[6], an increase of 153% year-over-year[17] and up 142% quarter-over-quarter[17] - Cash and cash equivalents totaled $1.5 billion[6] Segment Performance - Client revenue was $197 million, a decrease of 21% quarter-over-quarter[15] - Consumer revenue was $927 million, a decrease of 10% quarter-over-quarter[15] - Cloud revenue was $571 million, a decrease of 5% quarter-over-quarter[15] - Cloud bit allocation increased, representing 12% of total bits this quarter, up from 8% in the same quarter of the prior year[13] Future Outlook - The company forecasts demand to strengthen throughout the year[5] - Revenue guidance for the fiscal fourth quarter is $1.75 billion to $1.85 billion[21] - Non-GAAP gross margin guidance for the fiscal fourth quarter is 25.5% to 27.0%[21]

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 ...