Sandisk Reports Fiscal First Quarter 2027 Financial Results
Fiscal first quarter revenue was $11.0 billion, up 23% sequentially, with GAAP net income reported at $8.1 billion ($52.60 diluted net income per share, up 20% sequentially). First quarter Non-GAAP diluted net income per share was $49.51.
• Returned $5.0 billion to stockholders through the repurchase of approximately 3.2 million shares during the quarter. Over the past two fiscal quarters, repurchased 6.0 million shares, representing approximately 4% of total shares outstanding.
• Announced today an eight-for-one forward stock split, effective November 19, 2026, to make stock more accessible, including to employees through its employee stock purchase plan.
Expect second quarter 2027 revenue to be in the range of $12.2 billion to $12.6 billion, with expected Non-GAAP diluted net income per share on a pre-split basis in the range of $55.00 to $57.00 1 .
MILPITAS, Calif. — October 29, 2026 — Sandisk Corporation (Nasdaq: SNDK) today reported fiscal first quarter financial results.
“We have started fiscal year 2027 with another quarter of strong performance, with robust and growing demand for our products driving outpaced growth in our data center business,” said David Goeckeler, Chairman and Chief Executive Officer of Sandisk. “We are executing on the strategy that we outlined at Investor Day, delivering growing and durable free cash flow through our technology leadership, deep customer partnerships, and disciplined financial management.”
Sandisk also announced an eight-for-one forward stock split of its common stock to make the stock more accessible, including to employees. The stock split will be effected through an amendment to Sandisk’s Amended and Restated Certificate of Incorporation. Each of the Company’s stockholders of record as of the close of business on November 9, 2026 will receive seven additional shares for each share held, which will be issued after market close on Thursday, November 19, 2026. Trading is expected to begin on a post-split adjusted basis at the market open on Friday, November 20, 2026. Sandisk’s overall market capitalization and stockholder ownership percentages will not be affected by the stock split. Additional information, including FAQs, regarding the stock split can be found at investor.sandisk.com.
1 All per-share information and metrics in this earnings release are presented on a pre-split basis and do not reflect the recently announced 8-for-1 stock split. 1
Additional details can be found within the Company’s earnings presentation, which is accessible online at investor.sandisk.com . 2 Business Outlook for Fiscal Second Quarter of 2027
(1) Non-GAAP gross margin guidance excludes stock-based compensation expense, totaling approximately $9 million to $12 million. The Company’s Non-GAAP operating expenses guidance excludes stock-based compensation expense, totaling approximately $137 million to $185 million. Non-GAAP diluted net income per share guidance excludes these items totaling $146 million to $197 million. The timing and amount of charges excluded from Non-GAAP gross margin, Non-GAAP operating expenses, and Non-GAAP diluted net income per share cannot be further allocated or quantified with certainty. Additionally, the timing and amount of certain other adjustments included in the Company's Non-GAAP diluted net income per share guidance are dependent on the timing and determination of certain actions or events and cannot be reasonably predicted. Accordingly, full reconciliations of Non-GAAP gross margin, Non-GAAP operating expenses, and Non- GAAP diluted net income per share to the most directly comparable GAAP financial measures (gross margin, operating expenses, and diluted net income per share, respectively) are not available without unreasonable effort.
(2) Non-GAAP tax expense is determined based on a Non-GAAP pre-tax income or loss. Our estimated Non-GAAP tax expense may differ from our GAAP tax expense (i) due to differences in the tax treatment of items excluded from our Non-GAAP net income or loss; (ii) due to the fact that our GAAP income tax expense or benefit recorded in any interim period is based on an estimated forecasted GAAP tax expense for the full year, excluding loss jurisdictions; and (iii) because our GAAP taxes recorded in any interim period are dependent on the timing and determination of certain GAAP operating expenses. 3
The investment community conference call to discuss fiscal first quarter results and the Company’s business outlook for the fiscal second quarter of 2027 will be broadcast live online today at 1:30 p.m. Pacific/4:30 p.m. Eastern. The live and archived conference call/webcast and the earnings presentation can be accessed online at investor.sandisk.com .
Built on more than three decades of innovation, Sandisk is a vertically integrated global semiconductor company dedicated to delivering memory technologies that help people and businesses unlock the potential of their data. From the enterprise SSDs powering AI infrastructure to consumer devices and connected systems at the edge, Sandisk designs and manufactures memory solutions that fuel the modern digital economy. To learn more, visit www.sandisk.com . 4
This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including statements regarding expectations for: the Company’s business outlook and operational and financial performance for the fiscal second quarter of 2027 and beyond; growth and demand trends for the Company's products and business; the benefits of the Company’s technology leadership, customer partnerships, and financial management strategy; the Company’s ability to execute on its business strategy and deliver growing and durable free cash flow; and the timing and impact of the stock split. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward looking statements. The financial results for the Company’s fiscal first quarter ended October 2, 2026 included in this press release represent the most current information available to management. Actual results when disclosed in the Company’s Form 10-Q may differ from these results as a result of the completion of the Company’s financial closing procedures; final adjustments; completion of the review by the Company’s independent registered accounting firm; and other developments that may arise between now and the filing of the Company’s Form 10-Q. Other key risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: adverse changes in global or regional economic conditions, including the impact of evolving trade policies, tariff regimes, and trade wars, and the effects of global health crises; volatility in demand for the Company’s products; pricing trends and fluctuations in average selling prices; inflation; changes in interest rates and a potential economic recession; the impact of business and market conditions; the impact of competitive products and pricing; the Company’s development and introduction of products based on new technologies and management of technology transitions; risks associated with strategic initiatives, including restructurings, acquisitions, divestitures, cost saving measures and joint ventures; risks related to product defects; difficulties or delays in product ramps, manufacturing or other supply chain disruptions; our reliance on strategic relationships with key partners, including Kioxia Corporation; risks related to our long-term agreements, or New Business Models ("NBMs"); fluctuation of our operating results, including due to changes in demand, industry cycle and timing of customer deployments, and our ability to accurately forecast demand; the attraction, retention and development of skilled management and technical talent; risks associated with the use of artificial intelligence in our business operations; risks related to the Company's financial guarantees and other financial obligations; risks related to the Company's share repurchase program; changes to the Company’s relationships with key customers or consolidation among our customer base; compromise, damage or interruption from cybersecurity incidents or other data system security risks; our reliance on intellectual property; fluctuations in currency exchange rates; actions by competitors; risks associated with compliance with changing legal and regulatory requirements; and other risks and uncertainties listed in the Company’s filings with the Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K, as such filings may be amended, supplemented or superseded from time to time by other reports the Company files with the SEC, to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law. ### Sandisk and the Sandisk logo are registered trademarks or trademarks of Sandisk Corporation or its affiliates in the United States and/or other countries. 5
October 2, July 3, 2026 2026 ──────────────────────────────────────────────────────────────────────── ASSETS Current assets: Cash and cash equivalents $ 5,136 $ 4,762 Accounts receivable, net 6,585 4,708 Inventories 3,016 2,698 Income tax receivable 41 22 Other current assets 574 590 Total current assets 15,352 12,780 Marketable equity securities 2,289 1,777 Property, plant and equipment, net 705 674 Notes receivable and investments in 827 678 Flash Ventures Goodwill 4,995 4,994 Income tax receivable, non-current 186 169 Deferred tax assets 69 66 Other non-current assets 1,370 1,369 Total assets $ 25,793 $ 22,507 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 736 $ 516 Accounts payable to related parties 549 460 Accrued expenses 329 313 Accrued compensation 447 657 Refund liabilities 1,597 1,500 Contract liabilities 777 849 Income tax payable, current 1,516 1,286 Total current liabilities 5,951 5,581 Non-current contract liabilities 752 393 Deferred tax liabilities 144 161 Income tax payable, non-current 431 258 Other liabilities 381 378 Total liabilities 7,659 6,771 Shareholders’ equity: Common stock, $0.01 par value; authorized — 450 shares; issued — 150 shares and outstanding — 144 shares (as $ 2 $ 1 of July 3, 2026 issued — 149 shares and outstanding — 146 shares) Treasury stock -9,581 -4,537 Additional paid-in capital 10,211 10,879 Accumulated other comprehensive loss -248 -256 Retained earnings 17,750 9,649 Total shareholders’ equity 18,134 15,736 Total liabilities and shareholders’ $ 25,793 $ 22,507 equity
October 2, October 3, Three Months Ended 2026 2025 ────────────────────────────────────────────────────────────────────────────── Revenue, net $ 11,031 $ 2,308 Cost of revenue 1,653 1,621 Gross profit 9,378 687 Operating expenses: Research and development 384 316 Selling, general and 214 179 administrative Business separation costs — 9 Employee termination and — -3 other Loss on business — 10 divestiture Total operating expenses 598 511 Operating income 8,780 176 Interest and other income (expense), net:
Gain on equity 513 — securities, net Interest income 51 16 Interest expense -2 -40 Other income (expense), -23 -28 net Total interest and other income 539 -52 (expense), net Income before taxes 9,319 124 Income tax expense 1,218 12 Net income $ 8,101 $ 112 Net income per common share: Basic $ 55.49 $ 0.77 Diluted $ 52.60 $ 0.75 Weighted average shares outstanding: Basic 146 146 Diluted 154 149
October 2, October 3, Three Months Ended 2026 2025 ────────────────────────────────────────────────────────────────────────────── Cash flows from operating activities Net income $ 8,101 $ 112 Adjustments to reconcile net income to net cash provided by operations: Depreciation and 43 36 amortization Stock-based compensation 91 53 Deferred income taxes -20 3 Gain on equity -513 — securities, net Unrealized foreign -15 1 exchange (gain) loss Loss on business — 10 divestiture Amortization of debt issuance costs and 1 2 discounts Equity loss in investees, net of 18 27 dividends received Other non-cash operating 4 -6 activities, net Changes in: Accounts receivable, net -1,877 -125 Inventories -318 172 Accounts payable 197 30 Accounts payable to 89 86 related parties Accrued expenses -24 -65 Accrued compensation -215 35 Refund liability 97 25 Contract liabilities 287 -3 Income taxes payable 403 -40 Other assets and 14 135 liabilities, net Net cash provided by operating 6,363 488 activities Cash flows from investing activities Purchases of short-term -70 — investments Purchases of property, plant and -54 -50 equipment Proceeds from 34 25 dispositions of business Notes receivable issuances to Flash -151 -87 Ventures Notes receivable proceeds from Flash 3 97 Ventures Net cash used in -238 -15 investing activities Cash flows from financing activities Taxes paid on vested stock awards under -755 -15 employee stock plans Repurchases of common -5,000 — stock Repayment of debt — -500 Net cash used in -5,755 -515 financing activities Effect of exchange rate 4 3 changes on cash Net increase (decrease) in cash and cash 374 -39 equivalents Cash and cash equivalents, beginning of 4,762 1,481 year Cash and cash equivalents, end of $ 5,136 $ 1,442 period
(1) GAAP and Non-GAAP gross margins are calculated by dividing GAAP and Non-GAAP gross profit, respectively, by Revenue, net. GAAP and Non-GAAP operating margins are calculated by dividing GAAP and Non-GAAP operating income, respectively, by Revenue, net. 9
(2) Operating cash flow margin and Adjusted free cash flow margin are calculated by dividing Cash flow from operating activities and Adjusted free cash flow, respectively, by Revenue, net. 10 To supplement the consolidated financial statements presented in accordance with GAAP, the table above sets forth Non-GAAP gross profit; Non-GAAP gross margin; Non-GAAP operating expenses; Non-GAAP operating income; Non-GAAP operating margin; Non-GAAP interest and other income (expense), net; Non-GAAP income tax expense; Non-GAAP net income; Non-GAAP diluted net income per share; Non-GAAP diluted weighted average shares outstanding; Free cash flow; Adjusted free cash flow; Operating cash flow margin; and Adjusted free cash flow margin (collectively, the “Non-GAAP measures”). These Non-GAAP measures are not in accordance with, or alternatives for measures prepared in accordance with GAAP and may be different from similarly titled Non-GAAP measures used by other companies. The Company believes the presentation of these Non-GAAP measures, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors for measuring the Company’s earnings performance and comparing it against prior periods. Specifically, the Company believes these Non-GAAP measures provide useful information to both management and investors as they exclude certain expenses, gains, and losses that the Company believes are not indicative of its core operating results or because they are consistent with the financial models and estimates published by many analysts who follow the Company and its peers. As discussed further below, these Non-GAAP measures exclude, as applicable, stock-based compensation expense, business separation costs, employee termination and other, loss on business divestiture, gain on equity securities, net, other adjustments, and income tax adjustments. The Company believes these measures, along with the related reconciliations to the most directly comparable GAAP measures, provide additional detail and comparability for assessing the Company’s results. These Non-GAAP measures are some of the primary indicators management uses for assessing the Company’s performance and planning and forecasting future periods. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.
As described above, the Company excludes the following items from its Non-GAAP measures:
Stock-based compensation expense . Because of the variety of equity awards used by companies, the varying methodologies for determining stock-based compensation expense, the subjective assumptions involved in those determinations and the volatility in valuations that can be driven by market conditions outside the Company’s control, the Company believes excluding stock-based compensation expense enhances the ability of management and investors to understand and assess the underlying performance of the business over time and compare it against the Company’s peers, a majority of whom also exclude stock-based compensation expense from their Non-GAAP results.
Business separation costs . On October 30, 2023, Western Digital Corporation (“WDC”) announced that its board of directors (the “WDC Board of Directors”) authorized management to pursue a plan to separate the Company into an independent public company. The separation received final approval by the WDC Board of Directors and was completed on February 21, 2025. Prior to February 21, 2025, the Company was wholly owned by WDC. As a result of the plan, the Company incurred separation and transition costs through the completion of the separation of the companies. The separation and transition costs are recorded within Business separation costs in the Consolidated Statements of Operations. The Company believes these charges do not reflect the Company’s operating results and that they are not indicative of the underlying results of its business. 11 Employee termination and other . From time to time, in order to realign the Company’s operations with anticipated market demand, the Company may terminate employees and/or restructure its operations. From time to time, the Company may also incur charges from the impairment of long-lived assets. In addition, the Company may record credits related to gains upon sale of property due to restructuring or reversals of charges recorded in prior periods as well as from taking actions to reduce the amount of capital invested in facilities, including the sale-leaseback of facilities. These charges or credits are inconsistent in amount and frequency, and the Company believes they are not indicative of the underlying performance of its business.
Loss on business divestiture . In connection with the Company’s strategic decision to outsource the manufacturing of certain components and assemblies, on September 28, 2024, the Company completed the sale of 80% of its equity interest in one of its manufacturing subsidiaries. On September 25, 2025, the Company entered into an Amendment No. 1 to the Amended and Restated Equity Purchase Agreement that included a $10 million provision for working capital support. The Company recognized the adjustment as a Loss on business divestiture during the first fiscal quarter of 2026. The overall transaction resulted in a discrete gain, which the Company believes is not indicative of the underlying performance of its ongoing business operations.
Gain on equity securities, net . Gain on equity securities, net consists of ongoing mark-to-market adjustments on the Company ’ s investments in marketable equity securities, the gains from the sale of equity investments and related impairment charges. These charges do not reflect the Company’s operating results, and the Company believes these charges are not indicative of the underlying performance of its business.
Other adjustments . From time to time, the Company incurs charges or gains that the Company believes are not a part of the ongoing operation of its business. The resulting expense or benefit is inconsistent in amount and frequency.
Income tax adjustments . Income tax adjustments include the difference between income taxes based on a forecasted annual Non-GAAP tax rate and a forecasted annual GAAP tax rate as a result of the timing of certain Non-GAAP pre-tax adjustments. The income tax adjustments also include the re-measurement of certain unrecognized tax benefits primarily related to tax positions taken in prior quarters, including interest. These adjustments are excluded because the Company believes that they are not indicative of the underlying performance of its ongoing business.
Additionally, Free cash flow is defined as Cash Flow from operating activities less purchases of property, plant and equipment, net. Adjusted free cash flow is defined as Free cash flow plus the activity related to Flash Ventures, net less the impact of cash prepayments under New Business Model (“NBM”) agreements (the “NBM Prepayments”) and deposits received and returned under NBM agreements (the “NBM Deposits” and together with the NBM Prepayments, the “NBM Payments”). The Company is adjusting cash flow for the NBM Payments because the Company believes that these cash flows are not indicative of the core underlying cash flows of the Company’s business. The Company considers Free cash flow and Adjusted free cash flow generated in any period to be useful indicators of cash that is available for strategic opportunities, including, among others, investing in the Company’s business, making strategic acquisitions and strengthening the balance sheet. 12
Company Contacts: Sandisk Corporation Investor Contact: Media Contact: Ivan Donaldson Media Relations E: ivan.donaldson@sandisk.com mediainquiries@sandisk.com investors@sandisk.com
Full text with the tables
Exhibit 99.1
Sandisk Reports Fiscal First Quarter 2027 Financial Results
News Summary
•
Fiscal first quarter revenue was $11.0 billion, up 23% sequentially, with GAAP
net income reported at $8.1 billion ($52.60 diluted net income per share, up 20%
sequentially). First quarter Non-GAAP diluted net income per share was $49.51.
• Returned $5.0 billion to stockholders through the repurchase of approximately
3.2 million shares during the quarter. Over the past two fiscal quarters,
repurchased 6.0 million shares, representing approximately 4% of total shares
outstanding.
• Announced today an eight-for-one forward stock split, effective November 19,
2026, to make stock more accessible, including to employees through its employee
stock purchase plan.
•
Expect second quarter 2027 revenue to be in the range of $12.2 billion to $12.6
billion, with expected Non-GAAP diluted net income per share on a pre-split
basis in the range of $55.00 to $57.00 1 .
MILPITAS, Calif. — October 29, 2026 — Sandisk Corporation (Nasdaq: SNDK) today
reported fiscal first quarter financial results.
“We have started fiscal year 2027 with another quarter of strong performance,
with robust and growing demand for our products driving outpaced growth in our
data center business,” said David Goeckeler, Chairman and Chief Executive
Officer of Sandisk. “We are executing on the strategy that we outlined at
Investor Day, delivering growing and durable free cash flow through our
technology leadership, deep customer partnerships, and disciplined financial
management.”
Sandisk also announced an eight-for-one forward stock split of its common stock
to make the stock more accessible, including to employees. The stock split will
be effected through an amendment to Sandisk’s Amended and Restated Certificate
of Incorporation. Each of the Company’s stockholders of record as of the close
of business on November 9, 2026 will receive seven additional shares for each
share held, which will be issued after market close on Thursday, November 19,
2026. Trading is expected to begin on a post-split adjusted basis at the market
open on Friday, November 20, 2026. Sandisk’s overall market capitalization and
stockholder ownership percentages will not be affected by the stock split.
Additional information, including FAQs, regarding the stock split can be found
at investor.sandisk.com.
1 All per-share information and metrics in this earnings release are presented
on a pre-split basis and do not reflect the recently announced 8-for-1 stock
split.
1
Q1 2027
Financial Highlights
GAAP Non-GAAP
($ in
millio…
except Q1 2027 Q4 2026 Q/Q Q1 2027 Q4 2026 Q/Q
per
share
amount…
Revenue $11,031 $8,965 up 23% $11,031 $8,965 up 23%
Gross 85.0% 84.6% up 0.4 85.1% 84.6% up 0.5
Margin ppt ppt
Operat… $598 $545 up 10% $513 $484 up 6%
Expens…
Operat… $8,780 $7,037 up 25% $8,871 $7,104 up 25%
Income
Net $8,101 $6,903 up 17% $7,624 $6,162 up 24%
Income
Diluted
Net
Income $52.60 $43.97 up 20% $49.51 $39.25 up 26%
Per
Share
GAAP Non-GAAP
($ in
millio…
except Q1 2027 Q1 2026 Y/Y Q1 2027 Q1 2026 Y/Y
per
share
amount…
Revenue $11,031 $2,308 up 378% $11,031 $2,308 up 378%
Gross 85.0% 29.8% up 55.2 85.1% 29.9% up 55.2
Margin ppt ppt
Operat… $598 $511 up 17% $513 $446 up 15%
Expens…
Operat… $8,780 $176 * $8,871 $245 *
Income
Net $8,101 $112 * $7,624 $181 *
Income
Diluted
Net
Income $52.60 $0.75 * $49.51 $1.22 *
Per
Share
* Not a meaningful figure
End Market Summary
Revenue ($ in Q1 2027 Q4 2026 Q/Q Q1 2026 Y/Y
millions)
Datacenter $4,802 $2,977 up 61% $269 *
Edge $5,832 $5,432 up 7% $1,387 up 320%
Consumer $397 $556 down 29% $652 down 39%
Total Revenue $11,031 $8,965 up 23% $2,308 up 378%
* Not a meaningful figure
Additional details can be found within the Company’s earnings presentation,
which is accessible online at investor.sandisk.com .
2
Business Outlook for Fiscal Second Quarter of 2027
(in millions, except per share GAAP Non-GAAP(1)
amounts)
Revenue $12,200 - $12,600 $12,200 - $12,600
Gross Margin 84.4% - 85.4% 84.5% - 85.5%
Operating Expenses $677 - $745 $540 - $560
Tax Expense(2) N/A 14.3%
Diluted Net Income Per Share N/A $55.00 - $57.00
Diluted Shares Outstanding ~ 151 ~ 151
(1) Non-GAAP gross margin guidance excludes stock-based compensation expense,
totaling approximately $9 million to $12 million. The Company’s Non-GAAP
operating expenses guidance excludes stock-based compensation expense, totaling
approximately $137 million to $185 million. Non-GAAP diluted net income per
share guidance excludes these items totaling $146 million to $197 million. The
timing and amount of charges excluded from Non-GAAP gross margin, Non-GAAP
operating expenses, and Non-GAAP diluted net income per share cannot be further
allocated or quantified with certainty. Additionally, the timing and amount of
certain other adjustments included in the Company's Non-GAAP diluted net income
per share guidance are dependent on the timing and determination of certain
actions or events and cannot be reasonably predicted. Accordingly, full
reconciliations of Non-GAAP gross margin, Non-GAAP operating expenses, and Non-
GAAP diluted net income per share to the most directly comparable GAAP financial
measures (gross margin, operating expenses, and diluted net income per share,
respectively) are not available without unreasonable effort.
(2) Non-GAAP tax expense is determined based on a Non-GAAP pre-tax income or
loss. Our estimated Non-GAAP tax expense may differ from our GAAP tax expense
(i) due to differences in the tax treatment of items excluded from our Non-GAAP
net income or loss; (ii) due to the fact that our GAAP income tax expense or
benefit recorded in any interim period is based on an estimated forecasted GAAP
tax expense for the full year, excluding loss jurisdictions; and (iii) because
our GAAP taxes recorded in any interim period are dependent on the timing and
determination of certain GAAP operating expenses.
3
Investor Communications
The investment community conference call to discuss fiscal first quarter results
and the Company’s business outlook for the fiscal second quarter of 2027 will be
broadcast live online today at 1:30 p.m. Pacific/4:30 p.m. Eastern. The live and
archived conference call/webcast and the earnings presentation can be accessed
online at investor.sandisk.com .
About Sandisk
Built on more than three decades of innovation, Sandisk is a vertically
integrated global semiconductor company dedicated to delivering memory
technologies that help people and businesses unlock the potential of their data.
From the enterprise SSDs powering AI infrastructure to consumer devices and
connected systems at the edge, Sandisk designs and manufactures memory solutions
that fuel the modern digital economy. To learn more, visit www.sandisk.com .
4
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
U.S. federal securities laws, including statements regarding expectations for:
the Company’s business outlook and operational and financial performance for the
fiscal second quarter of 2027 and beyond; growth and demand trends for the
Company's products and business; the benefits of the Company’s technology
leadership, customer partnerships, and financial management strategy; the
Company’s ability to execute on its business strategy and deliver growing and
durable free cash flow; and the timing and impact of the stock split. These
forward-looking statements are based on management’s current expectations and
are subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward looking statements.
The financial results for the Company’s fiscal first quarter ended October 2,
2026 included in this press release represent the most current information
available to management. Actual results when disclosed in the Company’s Form
10-Q may differ from these results as a result of the completion of the
Company’s financial closing procedures; final adjustments; completion of the
review by the Company’s independent registered accounting firm; and other
developments that may arise between now and the filing of the Company’s Form
10-Q. Other key risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in the forward-looking
statements include: adverse changes in global or regional economic conditions,
including the impact of evolving trade policies, tariff regimes, and trade wars,
and the effects of global health crises; volatility in demand for the Company’s
products; pricing trends and fluctuations in average selling prices; inflation;
changes in interest rates and a potential economic recession; the impact of
business and market conditions; the impact of competitive products and pricing;
the Company’s development and introduction of products based on new technologies
and management of technology transitions; risks associated with strategic
initiatives, including restructurings, acquisitions, divestitures, cost saving
measures and joint ventures; risks related to product defects; difficulties or
delays in product ramps, manufacturing or other supply chain disruptions; our
reliance on strategic relationships with key partners, including Kioxia
Corporation; risks related to our long-term agreements, or New Business Models
("NBMs"); fluctuation of our operating results, including due to changes in
demand, industry cycle and timing of customer deployments, and our ability to
accurately forecast demand; the attraction, retention and development of skilled
management and technical talent; risks associated with the use of artificial
intelligence in our business operations; risks related to the Company's
financial guarantees and other financial obligations; risks related to the
Company's share repurchase program; changes to the Company’s relationships with
key customers or consolidation among our customer base; compromise, damage or
interruption from cybersecurity incidents or other data system security risks;
our reliance on intellectual property; fluctuations in currency exchange rates;
actions by competitors; risks associated with compliance with changing legal and
regulatory requirements; and other risks and uncertainties listed in the
Company’s filings with the Securities and Exchange Commission (the "SEC"),
including our Annual Report on Form 10-K, as such filings may be amended,
supplemented or superseded from time to time by other reports the Company files
with the SEC, to which your attention is directed. You should not place undue
reliance on these forward-looking statements, which speak only as of the date
hereof, and the Company undertakes no obligation to update or revise these
forward-looking statements to reflect new information or events, except as
required by law.
###
Sandisk and the Sandisk logo are registered trademarks or trademarks of Sandisk
Corporation or its affiliates in the United States and/or other countries.
5
SANDISK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions; except par value, unaudited)
October 2, July 3,
2026 2026
────────────────────────────────────────────────────────────────────────
ASSETS
Current assets:
Cash and cash equivalents $ 5,136 $ 4,762
Accounts receivable, net 6,585 4,708
Inventories 3,016 2,698
Income tax receivable 41 22
Other current assets 574 590
Total current assets 15,352 12,780
Marketable equity securities 2,289 1,777
Property, plant and equipment, net 705 674
Notes receivable and investments in 827 678
Flash Ventures
Goodwill 4,995 4,994
Income tax receivable, non-current 186 169
Deferred tax assets 69 66
Other non-current assets 1,370 1,369
Total assets $ 25,793 $ 22,507
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 736 $ 516
Accounts payable to related parties 549 460
Accrued expenses 329 313
Accrued compensation 447 657
Refund liabilities 1,597 1,500
Contract liabilities 777 849
Income tax payable, current 1,516 1,286
Total current liabilities 5,951 5,581
Non-current contract liabilities 752 393
Deferred tax liabilities 144 161
Income tax payable, non-current 431 258
Other liabilities 381 378
Total liabilities 7,659 6,771
Shareholders’ equity:
Common stock, $0.01 par value;
authorized — 450 shares; issued — 150
shares and outstanding — 144 shares (as $ 2 $ 1
of July 3, 2026 issued — 149 shares and
outstanding — 146 shares)
Treasury stock -9,581 -4,537
Additional paid-in capital 10,211 10,879
Accumulated other comprehensive loss -248 -256
Retained earnings 17,750 9,649
Total shareholders’ equity 18,134 15,736
Total liabilities and shareholders’ $ 25,793 $ 22,507
equity
6
SANDISK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts; unaudited)
October 2, October 3,
Three Months Ended 2026 2025
──────────────────────────────────────────────────────────────────────────────
Revenue, net $ 11,031 $ 2,308
Cost of revenue 1,653 1,621
Gross profit 9,378 687
Operating expenses:
Research and development 384 316
Selling, general and 214 179
administrative
Business separation costs — 9
Employee termination and — -3
other
Loss on business — 10
divestiture
Total operating expenses 598 511
Operating income 8,780 176
Interest and other income
(expense), net:
Gain on equity 513 —
securities, net
Interest income 51 16
Interest expense -2 -40
Other income (expense), -23 -28
net
Total interest and other
income 539 -52
(expense), net
Income before taxes 9,319 124
Income tax expense 1,218 12
Net income $ 8,101 $ 112
Net income per common
share:
Basic $ 55.49 $ 0.77
Diluted $ 52.60 $ 0.75
Weighted average shares
outstanding:
Basic 146 146
Diluted 154 149
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SANDISK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)
October 2, October 3,
Three Months Ended 2026 2025
──────────────────────────────────────────────────────────────────────────────
Cash flows from operating
activities
Net income $ 8,101 $ 112
Adjustments to reconcile
net income to
net cash provided by
operations:
Depreciation and 43 36
amortization
Stock-based compensation 91 53
Deferred income taxes -20 3
Gain on equity -513 —
securities, net
Unrealized foreign -15 1
exchange (gain) loss
Loss on business — 10
divestiture
Amortization of debt
issuance costs and 1 2
discounts
Equity loss in investees,
net of 18 27
dividends received
Other non-cash operating 4 -6
activities, net
Changes in:
Accounts receivable, net -1,877 -125
Inventories -318 172
Accounts payable 197 30
Accounts payable to 89 86
related parties
Accrued expenses -24 -65
Accrued compensation -215 35
Refund liability 97 25
Contract liabilities 287 -3
Income taxes payable 403 -40
Other assets and 14 135
liabilities, net
Net cash provided by
operating 6,363 488
activities
Cash flows from investing
activities
Purchases of short-term -70 —
investments
Purchases of property,
plant and -54 -50
equipment
Proceeds from 34 25
dispositions of business
Notes receivable
issuances to Flash -151 -87
Ventures
Notes receivable proceeds
from Flash 3 97
Ventures
Net cash used in -238 -15
investing activities
Cash flows from financing
activities
Taxes paid on vested
stock awards under -755 -15
employee stock plans
Repurchases of common -5,000 —
stock
Repayment of debt — -500
Net cash used in -5,755 -515
financing activities
Effect of exchange rate 4 3
changes on cash
Net increase (decrease)
in cash and cash 374 -39
equivalents
Cash and cash
equivalents, beginning of 4,762 1,481
year
Cash and cash
equivalents, end of $ 5,136 $ 1,442
period
8
SANDISK CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in millions; unaudited)
Three
Months October 2, July 3, October 3,
Ended 2026 2026 2025
──────────────────────────────────────────────────────────────────────────────
GAAP
gross $ 9,378 $ 7,582 $ 687
profit
Stock-ba…
compensa… 6 6 4
expense
Non-GAAP
gross $ 9,384 $ 7,588 $ 691
profit
GAAP
gross 85.0 % 84.6 % 29.8 %
margin(1)
Non-GAAP
gross 85.1 % 84.6 % 29.9 %
margin(1)
GAAP
operating $ 598 $ 545 $ 511
expenses
Stock-ba…
compensa… -85 -61 -49
expense
Business
separati… — — -9
costs
Employee
terminat… — — 3
and other
Loss on
business — — -10
divestit…
Non-GAAP
operating $ 513 $ 484 $ 446
expenses
GAAP
operating $ 8,780 $ 7,037 $ 176
income
Gross
profit 6 6 4
adjustme…
Operating
expense 85 61 65
adjustme…
Non-GAAP
operating $ 8,871 $ 7,104 $ 245
income
GAAP
operating 79.6 % 78.5 % 7.6 %
margin(1)
Non-GAAP
operating 80.4 % 79.2 % 10.6 %
margin(1)
GAAP
interest
and other $ 539 $ 812 $ -52
income
(expense…
net
Gain on
equity -513 -804 —
securiti…
net
Other, 3 — 10
net
Non-GAAP
interest
and other $ 29 $ 8 $ -42
income
(expense…
net
GAAP
income $ 1,218 $ 946 $ 12
tax
expense
Income
tax 58 4 10
adjustme…
Non-GAAP
income $ 1,276 $ 950 $ 22
tax
expense
(1) GAAP and Non-GAAP gross margins are calculated by dividing GAAP and Non-GAAP
gross profit, respectively, by Revenue, net. GAAP and Non-GAAP operating margins
are calculated by dividing GAAP and Non-GAAP operating income, respectively, by
Revenue, net.
9
SANDISK CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in millions, except per share amounts; unaudited)
Three
Months October 2, July 3, October 3,
Ended 2026 2026 2025
──────────────────────────────────────────────────────────────────────────────
GAAP net $ 8,101 $ 6,903 $ 112
income
Stock-ba…
compensa… 91 67 53
expense
Business
separati… — — 9
costs
Employee
terminat… — — -3
and other
Loss on
business — — 10
divestit…
Gain on
equity -513 -804 —
securiti…
net
Other, 3 — 10
net
Income
tax -58 -4 -10
adjustme…
Non-GAAP
net $ 7,624 $ 6,162 $ 181
income
Diluted
net
income
per share
GAAP $ 52.60 $ 43.97 $ 0.75
Non-GAAP $ 49.51 $ 39.25 $ 1.22
Diluted
weighted
average 154 157 149
shares
outstand…
Cash
flows
Cash flow
from $ 6,363 $ 7,126 $ 488
operating
activiti…
Purchases
of
property, -54 -43 -50
plant and
equipmen…
net
Free cash 6,309 7,083 438
flow
Activity
related
to Flash -148 -110 10
Ventures,
net
Impact of
NBM
prepayme… -465 -1,938 —
and
deposits
Adjusted
free cash $ 5,696 $ 5,035 $ 448
flow
Operating
cash flow 57.7 % 79.5 % 21.1 %
margin(2)
Adjusted
free cash 51.6 % 56.2 % 19.4 %
flow
margin(2)
(2) Operating cash flow margin and Adjusted free cash flow margin are calculated
by dividing Cash flow from operating activities and Adjusted free cash flow,
respectively, by Revenue, net.
10
To supplement the consolidated financial statements presented in accordance with
GAAP, the table above sets forth Non-GAAP gross profit; Non-GAAP gross margin;
Non-GAAP operating expenses; Non-GAAP operating income; Non-GAAP operating
margin; Non-GAAP interest and other income (expense), net; Non-GAAP income tax
expense; Non-GAAP net income; Non-GAAP diluted net income per share; Non-GAAP
diluted weighted average shares outstanding; Free cash flow; Adjusted free cash
flow; Operating cash flow margin; and Adjusted free cash flow margin
(collectively, the “Non-GAAP measures”). These Non-GAAP measures are not in
accordance with, or alternatives for measures prepared in accordance with GAAP
and may be different from similarly titled Non-GAAP measures used by other
companies. The Company believes the presentation of these Non-GAAP measures,
when shown in conjunction with the corresponding GAAP measures, provides useful
information to investors for measuring the Company’s earnings performance and
comparing it against prior periods. Specifically, the Company believes these
Non-GAAP measures provide useful information to both management and investors as
they exclude certain expenses, gains, and losses that the Company believes are
not indicative of its core operating results or because they are consistent with
the financial models and estimates published by many analysts who follow the
Company and its peers. As discussed further below, these Non-GAAP measures
exclude, as applicable, stock-based compensation expense, business separation
costs, employee termination and other, loss on business divestiture, gain on
equity securities, net, other adjustments, and income tax adjustments. The
Company believes these measures, along with the related reconciliations to the
most directly comparable GAAP measures, provide additional detail and
comparability for assessing the Company’s results. These Non-GAAP measures are
some of the primary indicators management uses for assessing the Company’s
performance and planning and forecasting future periods. These measures should
be considered in addition to results prepared in accordance with GAAP, but
should not be considered a substitute for, or superior to, GAAP results.
As described above, the Company excludes the following items from its Non-GAAP
measures:
Stock-based compensation expense . Because of the variety of equity awards used
by companies, the varying methodologies for determining stock-based compensation
expense, the subjective assumptions involved in those determinations and the
volatility in valuations that can be driven by market conditions outside the
Company’s control, the Company believes excluding stock-based compensation
expense enhances the ability of management and investors to understand and
assess the underlying performance of the business over time and compare it
against the Company’s peers, a majority of whom also exclude stock-based
compensation expense from their Non-GAAP results.
Business separation costs . On October 30, 2023, Western Digital Corporation
(“WDC”) announced that its board of directors (the “WDC Board of Directors”)
authorized management to pursue a plan to separate the Company into an
independent public company. The separation received final approval by the WDC
Board of Directors and was completed on February 21, 2025. Prior to February 21,
2025, the Company was wholly owned by WDC. As a result of the plan, the Company
incurred separation and transition costs through the completion of the
separation of the companies. The separation and transition costs are recorded
within Business separation costs in the Consolidated Statements of Operations.
The Company believes these charges do not reflect the Company’s operating
results and that they are not indicative of the underlying results of its
business.
11
Employee termination and other . From time to time, in order to realign the
Company’s operations with anticipated market demand, the Company may terminate
employees and/or restructure its operations. From time to time, the Company may
also incur charges from the impairment of long-lived assets. In addition, the
Company may record credits related to gains upon sale of property due to
restructuring or reversals of charges recorded in prior periods as well as from
taking actions to reduce the amount of capital invested in facilities, including
the sale-leaseback of facilities. These charges or credits are inconsistent in
amount and frequency, and the Company believes they are not indicative of the
underlying performance of its business.
Loss on business divestiture . In connection with the Company’s strategic
decision to outsource the manufacturing of certain components and assemblies, on
September 28, 2024, the Company completed the sale of 80% of its equity interest
in one of its manufacturing subsidiaries. On September 25, 2025, the Company
entered into an Amendment No. 1 to the Amended and Restated Equity Purchase
Agreement that included a $10 million provision for working capital support. The
Company recognized the adjustment as a Loss on business divestiture during the
first fiscal quarter of 2026. The overall transaction resulted in a discrete
gain, which the Company believes is not indicative of the underlying performance
of its ongoing business operations.
Gain on equity securities, net . Gain on equity securities, net consists of
ongoing mark-to-market adjustments on the Company ’ s investments in marketable
equity securities, the gains from the sale of equity investments and related
impairment charges. These charges do not reflect the Company’s operating
results, and the Company believes these charges are not indicative of the
underlying performance of its business.
Other adjustments . From time to time, the Company incurs charges or gains that
the Company believes are not a part of the ongoing operation of its business.
The resulting expense or benefit is inconsistent in amount and frequency.
Income tax adjustments . Income tax adjustments include the difference between
income taxes based on a forecasted annual Non-GAAP tax rate and a forecasted
annual GAAP tax rate as a result of the timing of certain Non-GAAP pre-tax
adjustments. The income tax adjustments also include the re-measurement of
certain unrecognized tax benefits primarily related to tax positions taken in
prior quarters, including interest. These adjustments are excluded because the
Company believes that they are not indicative of the underlying performance of
its ongoing business.
Additionally, Free cash flow is defined as Cash Flow from operating activities
less purchases of property, plant and equipment, net. Adjusted free cash flow is
defined as Free cash flow plus the activity related to Flash Ventures, net less
the impact of cash prepayments under New Business Model (“NBM”) agreements (the
“NBM Prepayments”) and deposits received and returned under NBM agreements (the
“NBM Deposits” and together with the NBM Prepayments, the “NBM Payments”). The
Company is adjusting cash flow for the NBM Payments because the Company believes
that these cash flows are not indicative of the core underlying cash flows of
the Company’s business. The Company considers Free cash flow and Adjusted free
cash flow generated in any period to be useful indicators of cash that is
available for strategic opportunities, including, among others, investing in the
Company’s business, making strategic acquisitions and strengthening the balance
sheet.
12
Company Contacts:
Sandisk Corporation
Investor Contact: Media Contact:
Ivan Donaldson Media Relations
E: ivan.donaldson@sandisk.com mediainquiries@sandisk.com
investors@sandisk.com
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