Sandisk (SNDK) CTO Ilkbahar Alper Converts PSUs; Shares Withheld for Taxes

What Happened
Ilkbahar Alper, EVP and Chief Technology Officer of Sandisk Corp (SNDK), converted performance stock units into common shares on August 20, 2026 (reported as code M). The filing shows 276 shares credited from the conversion (acquired at $0), and a total of 759 shares were withheld/disposed across Aug 20–21 to cover tax obligations, with reported values of $441,771 (276 shares @ $1,600.62), $260,901 (163 shares @ $1,600.62) and $510,746 (320 shares @ $1,596.08) — about $1,213,418 in aggregate. These disposals are tax-withholding transactions (code F), not open-market sales.

Key Details

• Transaction dates: Aug 20–21, 2026. Conversion recorded Aug 20; tax-withholding dispositions on Aug 20 and Aug 21.
• Prices/values reported: 276 @ $1,600.62 = $441,771; 163 @ $1,600.62 = $260,901; 320 @ $1,596.08 = $510,746.
• Aggregate value of shares withheld: ≈ $1.21 million.
• Shares owned after transaction: Not provided in the filing excerpt.
• Footnotes: F1–F3 explain these were performance stock unit conversions and shares were withheld/forfeited to satisfy FICA and other tax liabilities due to the reporting person’s retirement eligibility; withholding is exempt under Rule 16b-3(e).
• Filing timeliness: Report filed Aug 24, 2026 for transactions on Aug 20–21 — within the 2 business‑day Form 4 reporting window (timely).
• Codes: M = exercise/conversion of derivative (PSUs); F = shares withheld to pay tax withholding.

Context
This was essentially a conversion/vesting event with shares withheld to cover taxes (a cashless/withholding transaction), not an open-market sale. Such tax-withholdings are routine for vested or converted awards and are treated differently than voluntary sales; they do not necessarily reflect the insider’s view of the company’s stock. The filing notes the withholding is executed under Rule 16b-3(e), which is a common exemption for tax-withholding on executive awards.