UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 1 | During the when-issued trading period for Sandisk Corporation (the “Company”) between February 13, 2025 and February 21, 2025, shares of the Company’s common stock will trade under the ticker symbol “SNDKV.” Upon the commencement of regular-way trading expected to begin on February 24, 2025, shares of common stock of Sandisk Corporation will trade under the ticker symbol “SNDK”. |
| Item 3.03. | Material Modification to Rights of Security Holders |
The information set forth under Item 5.03 below is incorporated into this Item 3.03 by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the previously announced separation of Sandisk Corporation (the “Company”) from Western Digital Corporation (“WDC”), the Company adopted Amended and Restated Bylaws (the “Bylaws”) on February 12, 2025.
A summary of the material provisions of the Bylaws can be found in the section titled “Description of Capital Stock” on pages 194 through 197 of the Company’s Information Statement, dated January 31, 2025, which is included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2025, which pages are incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Bylaws of the Company | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
February 14, 2025
| SANDISK CORPORATION | ||
| By: | /s/ Bernard Shek | |
| Name: Bernard Shek | ||
| Title: Secretary | ||