FMR LLC amends its Schedule 13G/A to report 8.7% ownership of Sandisk Corp common stock, representing 13,389,385.08 shares. The filing shows sole dispositive power over 13,389,385.08 shares and zero shared voting or dispositive power. It notes that one or more other persons may have the right to dividends or proceeds but no other person holds more than 5%.
Positive
None.
Negative
None.
Insights
FMR LLC holds a meaningful minority stake of 8.7% in Sandisk Corp.
FMR LLC reports beneficial ownership of 13,389,385.08 shares with sole dispositive control; voting power shown for Abigail P. Johnson appears administrative rather than shared trading intent. The position size is identifiable and public under Schedule 13G/A rules.
Watch subsequent filings for any conversion to Schedule 13D or material changes in holdings; timing and any trading plans are not disclosed in this excerpt.
The amendment updates ownership and preserves prior power-of-attorney disclosures.
The filing references powers of attorney effective January 3, 2023 and January 26, 2023 and attaches Exhibit 99 for a 13d-1(k)(1) agreement. It affirms Item 6 disclosures about third‑party dividend/proceeds rights and that no single other person exceeds 5%.
Filing form is procedural under Schedule 13G/A; any change in ownership threshold or intent would require different disclosure forms.
Key Figures
Beneficial ownership:13,389,385.08 sharesPercent of class:8.7%Sole dispositive power:13,389,385.08 shares+3 more
Percent of class8.7%Percent of outstanding common stock (Item 4)
Sole dispositive power13,389,385.08 sharesSole power to dispose (Item 4(iii))
Sole voting power (FMR LLC)13,183,001.92Sole voting power shown on cover page
Shared voting/dispositive power0.00 sharesShared powers reported as zero on cover page
Power of attorney datesJanuary 3, 2023; January 26, 2023Effective dates cited for powers of attorney in signatures
Key Terms
Schedule 13G/A, beneficially owned, dispositive power, 13d-1(k)(1) agreement, +1 more
5 terms
Schedule 13G/Aregulatory
"Amendment No. 2 / SANDISK CORP/DE COMMON STOCK"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive powerregulatory
"Sole Dispositive Power 13,389,385.08"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
13d-1(k)(1) agreementregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement."
power of attorneylegal
"Duly authorized under Power of Attorney effective as of January 3, 2023"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SANDISK CORP/DE
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
80004C200
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
80004C200
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
13,183,001.92
6
Shared Voting Power
0.00
7
Sole Dispositive Power
13,389,385.08
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,389,385.08
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
80004C200
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
13,389,385.08
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,389,385.08
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SANDISK CORP/DE
(b)
Address of issuer's principal executive offices:
951 SANDISK DRIVE,MILPITAS,CA,US,95035
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
13389385.08
(b)
Percent of class:
8.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
13389385.08
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of SANDISK CORP/DE. No one other person's interest in the COMMON STOCK of SANDISK CORP/DE is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
04/06/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
04/06/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
What does the SNDK Schedule 13G/A amendment disclose?
It discloses FMR LLC's beneficial ownership of 13,389,385.08 shares representing 8.7% of Sandisk Corp common stock. The amendment also lists sole dispositive power and references powers of attorney and Exhibit 99.
Does the filing show who controls voting or sale decisions for SNDK shares?
Yes; the filing reports sole dispositive power of 13,389,385.08 shares for FMR LLC and indicates zero shared voting or dispositive power in the disclosed columns.
Is any other person reported to hold more than 5% of SNDK shares?
No; the filing states that one or more other persons may have rights to dividends or proceeds, but no other person’s interest exceeds 5% of the outstanding common stock.
Who signed the Schedule 13G/A for SNDK and under what authority?
Stephanie J. Brown signed on behalf of FMR LLC and Abigail P. Johnson, citing powers of attorney effective January 3, 2023 and January 26, 2023, respectively.
Does this Schedule 13G/A indicate active intent to influence SNDK management?
No direct intent is stated; this amendment reports passive beneficial ownership under Schedule 13G/A conventions and does not assert plans to influence management or convert to Schedule 13D.
