AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
We compete with vertically-integrated suppliers such as Kioxia, Micron Technology, Inc., Samsung Electronics Co., Ltd., SK Hynix, Inc., Yangtze Memory Technologies Co., Ltd.
Business / named competitors · Filed 17/08/2026
Flash Ventures accounts for approximately 80% of the total manufacturing capacity in the facilities owned by Kioxia.
Business / Flash Ventures manufacturing capacity · Filed 17/08/2026
We and Kioxia are entitled to purchase a share of Flash Ventures’ output, which generally equals 50% each.
Business / Flash Ventures output entitlements · Filed 17/08/2026
The price that we and Kioxia pay Flash Ventures for flash memory wafers is cost plus a small markup.
Business / wafer purchase pricing · Filed 17/08/2026
In addition, we are obligated to pay for half of Flash Ventures’ fixed costs regardless of the output we choose to purchase.
Business / unconditional fixed-cost obligations · Filed 17/08/2026
While Flash Ventures is operating, we and Kioxia are restricted from working with third parties to manufacture flash-based memory or from fabricating flash-based memory beyond the capacity specified in our agreements with Kioxia.
Business / manufacturing restrictions · Filed 17/08/2026
In addition, we may not manufacture flash-based memory ourselves except to the extent that we acquire the manufacturing capacity of a Flash Ventures entity as a result of such entity’s dissolution or termination of its joint venture agreements or upon our acquisition of all the ownership interests in such entity.
Business / restrictions on independent fabrication · Filed 17/08/2026
Finally, the semiconductor memory chip and data storage industries have experienced consolidation over the past several years, which could enhance the resources and lower the cost structure of some competitors.
Risk factors / competitor consolidation · Filed 17/08/2026
We have entered into long-term agreements with certain customers that commit us to deliver and our customers to purchase substantial volumes of products over multi-year periods.
Risk factors / multi-year purchase and delivery commitments · Filed 01/05/2026
Long-Term Agreements In connection with entering into long-term agreements during the third quarter of fiscal 2026 with certain customers, we received customer advances that increased our available cash and cash equivalents.
Liquidity / customer advances under new agreements · Filed 01/05/2026
Each agreement includes certain financial guarantees that protect us if the customer fails to perform its purchase obligations.
Risk factors / customer financial guarantees · Filed 01/05/2026
We must also qualify our products with customers through potentially lengthy testing processes with uncertain results.
Risk factors / customer qualification processes · Filed 17/08/2026
Further, for many of our OEM customers utilizing just-in-time inventory, we do not generally require firm order commitments and instead receive a periodic forecast of requirements, which may prove to be inaccurate.
Risk factors / OEM forecasts without firm commitments · Filed 17/08/2026
In addition, because our products are designed to be largely interchangeable with competitors’ products, our demand forecasts may be impacted significantly by the strategic actions of our competitors.
Risk factors / product interchangeability · Filed 17/08/2026
If we are unable to deliver products in the quantities, at the times, or meeting the specifications required under these agreements, we may be subject to pricing or volume reductions, contractual damages, other financial penalties, or early termination.
Risk factors / contractual remedies for delivery failures · Filed 01/05/2026
In such event, these financial guarantees are expected to offset at least some portion of revenue that may be lost due to the customer’s failure to perform, but they may not fully offset such lost revenue depending on when during the contract term the customer’s failure to perform were to occur and other factors.
Risk factors / limits of customer guarantees · Filed 01/05/2026
The Consumer end market is highlighted by our broad range of retail and other end-user products, which capitalize on the strength of our product brand recognition and vast presence around the world.
MD&A / consumer brand recognition · Filed 17/08/2026
We strive to successfully execute our strategy through the following foundational elements in order to create long-term value for our customers, partners, investors and employees: •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.
Business strategy / asserted technology and manufacturing leadership · Filed 17/08/2026
Consumer revenue increased 29%, or $667 million in 2026 compared to 2025, primarily due to higher pricing partially offset by lower sales.
MD&A / consumer pricing and revenue outcomes · Filed 17/08/2026
Total products sold decreased by mid-teens percent on an exabyte basis.
MD&A / consumer exabyte decline · Filed 17/08/2026
The markets for our products continuously undergo technology transitions that may impact our product roadmaps and that we must anticipate in order to adapt our existing products or develop new products effectively.
Risk factors / continuing technology transitions · Filed 17/08/2026
We have faced declining gross margins relating to our business in the past, and may face potential gross margin pressures in the future, resulting from our average selling prices declining more rapidly than our cost of revenue.
Risk factors / historical gross-margin pressure · Filed 17/08/2026
The following table sets forth, for the periods presented, summary information regarding our disaggregated revenue: Three Months Ended Nine Months Ended April 3, 2026 March 28, 2025 April 3, 2026 March 28, 2025 (in millions) Revenue by end market: Datacenter $ 1,467 $ 197 $ 2,176 $ 747 Edge 3,663 927 6,728 3,024 Consumer 820 571 2,379 1,683 Total revenue $ 5,950 $ 1,695 $ 11,283 $ 5,454 Revenue by geography: Asia $ 4,272 $ 1,038 $ 7,850 $ 3,274 Americas 1,209 375 2,128 1,207 Europe, Middle East and Africa 469 282 1,305 973 Total revenue $ 5,950 $ 1,695 $ 11,283 $ 5,454 40 Table of Contents Net Revenue Net revenue increased 251% in the three months ended April 3, 2026 from the comparable period in the prior year, primarily due to a 248% increase in average selling prices (“ASP”) per gigabyte.
MD&A / quarterly revenue and realized ASP growth · Filed 01/05/2026
Net Revenue Net revenue increased 175%, or $12,893 million, in 2026 compared to 2025, due to a 437% increase in Datacenter revenue, a 195% increase in Edge revenue, and a 29% increase in Consumer revenue.
MD&A / fiscal 2026 revenue growth · Filed 17/08/2026
Total products sold increased by mid-teens percent on an exabyte basis.
MD&A / fiscal 2026 aggregate exabyte growth · Filed 17/08/2026
The remaining outstanding balance of the Company’s term loan facility was repaid in full on March 4, 2026.
Financial statement notes / completed term-loan repayment · Filed 01/05/2026
Total 1 year (2027) 2-3 Years (2028 - 2029) 4-5 Years (2030 - 2031) More than 5 Years (Beyond 2031) (in millions) Flash Ventures related commitments (1) $ 6,559 $ 2,627 $ 2,577 $ 1,318 $ 37 Purchase obligations and other commitments 4,902 726 2,993 1,111 72 Operating leases 299 38 55 44 162 Total $ 11,760 $ 3,391 $ 5,625 $ 2,473 $ 271 (1) Includes Flash Ventures depreciation reimbursement and lease payments on owned and committed equipment, funding commitments for loans and equity investments and payments for other committed expenses, including research and development and building depreciation and payments made directly to Kioxia in consideration for the manufacturing services and continued availability of supply.
Liquidity / material cash commitments · Filed 17/08/2026
Subsequent Events On April 8, 2026, the Company satisfied its payment obligation under the Equity Investment Agreement with Nanya by remitting the purchase price of $972 million to fully subscribe for 138,685,000 shares of Nanya, that were received on April 28, 2026, upon completion of the share issuance procedures as set forth in the Equity Investment Agreement.
Subsequent events / completed Nanya investment · Filed 01/05/2026
A-002 (in millions, except per share information, unaudited) Year Ended July 3, 2026 Year Ended June 27, 2025 Reconciliation of non-GAAP net income (loss) GAAP net income (loss) $ 11,433 $ (1,641) Stock-based compensation expense 232 182 Business separation costs 25 67 Employee termination and other (2) 21 Goodwill impairment — 1,830 (Gain) loss on business divestiture 10 (34) Loss on debt extinguishment 46 — (Gain) loss on equity securities, net (808) 2 Other, net 111 (9) Income tax adjustments (60) 22 Non-GAAP operating income $ 10,987 $ 440 Diluted net income (loss) per share GAAP 73.76 (11.32) Non-GAAP 70.88 2.99 Diluted weighted average shares outstanding: GAAP 155 145 Non-GAAP 155 147 Cash flows Cash flow from operating activities 11,671 84 Purchases of property, plant and equipment, net (177) (204) Free cash flow 11,494 (120) Activity related to Flash Ventures, net (275) 358 Impact of NBM prepayments and deposits (2,476) — Adjusted free cash flow 8,743 238 PG.
Appendix A / earnings, cash flow, dilution and NBM payment reconciliation · Filed 06/10/2026
Commitment to a robust Board-led stockholder engagement program that informs Board decisions Independent Board leadership, consisting of a Lead Independent Director with clearly defined roles and responsibilities All directors are elected annually by a simple majority of votes cast Seven of eight director nominees are independent Overboarding policy for additional public company directorships by directors, including a lower threshold for our CEO, and director time commitments annually reviewed Board oversight of strategic planning and risk management Succession planning for directors, our CEO and other key officers Annual Board and committee self-evaluations Annual individual assessments of directors Anti-hedging, anti-pledging, and clawback policies All current non-employee directors were in compliance with our director stock ownership guidelines in fiscal 2026 All executive officers were in compliance with the stock ownership requirements pursuant to our executive stock ownership guidelines in fiscal 2026 Board committee oversight of corporate responsibility, sustainability, cybersecurity, and human capital management Annual sustainability reporting via standalone Sustainability Report aligned with leading frameworks and standards Board committee oversight of political and lobbying activities and expenditures Executive Compensation Highlights Executive Compensation Objectives and Approach The Compensation and Talent Committee seeks to closely align pay with performance, rewarding executives for delivering results for Sandisk and its stockholders.
Governance and compensation highlights / ownership compliance and policies · Filed 06/10/2026
Profit Metrics 50% Weighting + Free Cash Flow 25% Weighting + Corporate Strategy Metrics 25% Weighting = Funding (Capped at 200%) 0%-200% Performance Range Fiscal 2026 Executive STI Performance PROFIT METRICS (50% WEIGHTING) The STI profit metric achieved 200% of target relative to metrics approved by our Compensation and Talent Committee.
Executive compensation / fiscal 2026 incentive weights · Filed 06/10/2026
The profit metric included two separate metrics, with achievement under the profit metric based on the higher achievement between a non-GAAP Operating Income metric and a non-GAAP Operating Margin metric.
Executive compensation / alternative profit-metric achievement · Filed 06/10/2026
PG. 026 2026 PROXY STATEMENT Executive Sessions All members of our Board of Directors, other than our CEO, are independent.
Corporate governance / current board independence · Filed 06/10/2026
Our Board has affirmatively determined that all members of the Audit, Compensation and Talent, and Governance Committees are independent as defined under the listing standards of the Nasdaq Stock Market and applicable SEC rules.
Corporate governance / committee independence · Filed 06/10/2026
STRONG DIRECTOR ENGAGEMENT Average director attendance at fiscal 2026 Board and committee meetings: Board Audit Compensation and Talent Governance 95% 95% 100% 100% PG.
Corporate governance / actual meeting attendance · Filed 06/10/2026
($M) Actual Adjusted Free Cash Flow(2) Performance STI Achievement (% Target) Performance ($ millions) Maximum 200 % 240 Target 100 % 90 Minimum 50 % (60) Actual 200 % 11,219 (2)Adjusted free cash flow is a Non-GAAP financial measure, which is defined in this Proxy Statement in a manner consistent with the financial targets set by our Compensation and Talent Committee at the beginning of fiscal 2026.
Executive compensation / incentive-defined adjusted free cash flow · Filed 06/10/2026
The approval of the Repurchase Program does not obligate the Company to repurchase any common shares.
Subsequent events / repurchase authorization is not an obligation · Filed 01/05/2026
Market-conditioned PSUs are granted to employees with vesting conditions based on the Company’s stock price and are cliff-vested at the end of the service period.
Stock compensation accounting / PSU market and service conditions · Filed 17/08/2026
