Sandisk Corporation

“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.”

“Our broad portfolio of technology and products addresses multiple end markets of “Datacenter”(formerly referred to as “Cloud”), “Edge” (formerly referred to as “Client”), and “Consumer.””

“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.”

“For the years ended July 3, 2026, June 27, 2025, and June 28, 2024, the Company recognized approximately 1%, 1%, and 1% respectively, of its consolidated revenue on products distributed by the Unis Venture.”

“Our solutions include a broad range of solid-state drives (“SSDs”), embedded products, removable cards, universal serial bus drives and wafers and components.”

“Our high-performance enterprise class SSDs include high-performance flash-based SSDs and software solutions that are optimized for performance applications providing a range of capacity and performance levels primarily for use in enterprise servers and supporting high-volume online transactions, AI-related workloads, data analysis and other enterprise applications.”

“We compete with vertically-integrated suppliers such as Kioxia, Micron Technology, Inc., Samsung Electronics Co., Ltd., SK Hynix, Inc., Yangtze Memory Technologies Co., Ltd. and numerous smaller companies that assemble flash into products.”

“On March 4, 2026, the Company settled in full the remaining outstanding principal amounts of the Term Loan Facility, plus accrued interest, using cash on hand. In connection with the early settlement of the Term Loan Facility, the Company recognized a loss on debt extinguishment of $46 million”

“We expect AI-driven demand to persist through calendar year 2027 and beyond.”

“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.”

“we recorded a goodwill impairment charge of $1.8 billion during the fiscal year ended June 27, 2025. For the year ended July 3, 2026, there were no goodwill impairment charges recorded.”

“Fiscal year 2026 was comprised of 53 weeks and ended on July 3, 2026, with the first fiscal quarter consisting of 14 weeks.”

“The tax indemnification liability of $128 million and $110 million was classified as Other liabilities in the Consolidated Balance Sheets as of July 3, 2026 and June 27, 2025, respectively.”

“there are pending and ongoing investigations initiated by the United States under Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974 that may impact tariff rates for Sandisk products.”

“A large portion of our revenue is derived from our international operations, and substantially all of our products are produced overseas.”

“We participate in a highly competitive industry that has been, and may continue to be, subject to declining average selling prices, volatile demand, rapid technological change and industry consolidation, as well as lengthy product qualifications, all of which can negatively impact our business.”

“If the distribution of our shares does not continue to qualify for the Intended Tax Treatment or if we fail to preserve such treatment, we, WDC and WDC stockholders could be subject to significant United States (“U.S.”) federal income tax liabilities, and we could be required to indemnify WDC.”

“Delays in data center build-outs could result in excess inventory, underutilization of capacity, or other costs if anticipated demand does not materialize or is not sustained.”

“Some of our competitors offer products that we do not offer (including DRAM), which may allow them to win sales from us or to more efficiently maintain product availability, pricing, and margins on products that incorporate DRAM, such as enterprise-grade SSDs.”

“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.”