Sandisk CEO David Goeckeler Withholds Shares for Taxes

What Happened
David Goeckeler, Chairman and CEO of Sandisk Corp (SNDK), had a total of 2,333 shares withheld to satisfy tax obligations tied to vested securities. The withholding occurred in two transactions: 1,300 shares at $1,600.62 per share ($2,080,806) on 2026-08-20, and 1,033 shares at $1,596.08 per share ($1,648,751) on 2026-08-21 — a combined value of approximately $3,729,557. This was a tax-withholding disposition (not an open-market sale).

Key Details

• Transaction dates and prices:
  • 2026-08-20: 1,300 shares withheld @ $1,600.62 = $2,080,806
  • 2026-08-21: 1,033 shares withheld @ $1,596.08 = $1,648,751
• Total shares withheld: 2,333; total value ≈ $3,729,557
• Shares owned after the transaction: not specified in the provided filing
• Footnote: F1 — Payment of tax obligation by withholding securities incident to vesting of securities in accordance with Rule 16b-3(e)
• Filing timeliness: Form 4 filed 2026-08-24 for transactions on 2026-08-20 and 2026-08-21, which is more than the typical 2-business-day requirement (the filing is therefore late)

Context
Withholding shares to satisfy tax withholding on vested awards is a routine administrative transaction and differs from an open-market sale or a voluntary disposition. It generally reflects tax withholding at vesting rather than a deliberate decision to reduce the insider’s stake.