Caulfield Thomas 4

What Happened
Thomas Caulfield, a director of Sandisk Corp (SNDK), reported a gift transaction on May 12, 2026. A total of 9,666 shares were transferred as a gift (transaction code G) from the Reporting Person's Spouse's Trust to irrevocable trusts for the benefit of the Reporting Person's children. The reported disposition price is $0 and there were no sale proceeds.

Key Details

• Transaction date: May 12, 2026; Form 4 filed May 14, 2026 (appears timely; Form 4 is due within two business days).
• Transaction type/code: Gift (G).
• Shares transferred: 9,666; reported price: $0 (no cash exchanged).
• Beneficial ownership after transaction: The Reporting Person disclaims beneficial ownership of these shares — they are held by a third‑party trustee and are no longer indirectly owned by Caulfield (see footnote).
• Footnote summary: The shares were gifted by the Reporting Person's Spouse's Trust to irrevocable trusts for the children for estate planning purposes.

Context
Gifts are typically estate‑planning moves and do not signal a trading view on the stock. Because the shares were moved into irrevocable trusts for family members and the insider disclaims beneficial ownership, this transaction should not be interpreted as a routine market sale or a bullish purchase by the director.