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Shareholders' Equity
 3 Months Ended
Oct. 02, 2026
Equity [Abstract]  
Shareholders' Equity Shareholders’ Equity
Prior to the separation, certain of the Company’s employees participated in WDC’s stock incentive plans (the “WDC Plans”), whereby all awards granted under the plans consisted of WDC common stock. The stock-based compensation expense recognized in the Company’s Condensed Consolidated Financial Statements was determined based upon employees who participated in the WDC Plans and exclusively supported the Company’s operations, as well as an allocation of WDC’s corporate and shared employee stock-based compensation expenses.
In connection with the separation, all outstanding restricted stock units (“RSU”) and performance stock units (“PSU”) awards held by former employees of WDC and its affiliates, who became Sandisk employees after the separation, were adjusted pursuant to conversion ratios determined in accordance with the terms of the Employee Matters Agreement. Outstanding RSU and PSU awards held by employees in the positions of Vice President and above as of the separation date were converted into RSU or PSU awards of Sandisk shares and RSU awards of WDC shares at a ratio of one-third (1/3) of one share of the Company’s common stock for each WDC award held by each such employee. For all other employees, the value of the converted RSU awards was designed to preserve the aggregate intrinsic value of the awards immediately after the separation when compared to the aggregate intrinsic value of those awards immediately prior to separation. Pursuant to the Employee Matters Agreement, the converted awards shall generally continue to be subject to the same terms and conditions as were applicable to the original WDC awards, including with respect to vesting, except as described in the Employee Matters Agreement. As a result of the conversion, the Company will incur approximately $41 million of incremental stock-based compensation expense from the date of the separation through the remaining service period for the awards. Of this amount, $3 million was recognized during the three months ended October 2, 2026, and approximately $9 million is expected to be recognized over the awards’ remaining service periods.
Additionally, the Company adopted the following incentive plans for Sandisk employees: (i) Sandisk Corporation 2025 Long-Term Incentive Plan (the “2025 Long-Term Incentive Plan”), and (ii) Sandisk Corporation 2025 Employee Stock Purchase Plan. Grants of equity awards made after the separation to the Company’s executive officers and other employees will be made under the 2025 Long-Term Incentive Plan, which became effective on January 25, 2025.
After the separation, certain employees of the Company participate in stock incentive plans which allow for stock-based compensation in a number of forms, including RSU awards, PSU awards, and an employee stock purchase plan (“ESPP”).
Restricted and Performance Stock Unit Awards
The types of awards that may be granted include stock options, stock appreciation rights, RSUs, PSUs, cash awards, and other stock-based awards. Persons eligible to receive awards include officers and employees of the Company or any of its subsidiaries, members of the Board and certain consultants and advisors. The vesting of awards is determined at the grant date. Each award expires on a date determined at the grant date. RSUs typically vest over periods ranging from two to four years from the grant date. PSUs are granted to certain employees and vest only after the achievement of a predetermined performance or market conditions and completion of requisite service periods. Once the performance or market conditions are met, the employee’s vesting of PSUs is generally subject to continued service.
As of October 2, 2026, the maximum number of shares of the Company’s common stock that was authorized for award grants was 24 million shares. The 2025 Long-Term Incentive Plan terminates on January 25, 2035, unless terminated earlier by the Company’s Board of Directors.
Number of SharesWeighted Average Grant Date Fair Value
(in millions)
RSUs and PSUs outstanding at July 3, 20266.6 $53.99 
Granted0.4 1,652.24 
Vested(1.3)44.49 
Canceled/forfeited— 62.05 
RSUs and PSUs outstanding at October 2, 20265.7 $— 
Total weighted average fair value, as of their respective vesting dates, were $2.7 billion and $48 million, respectively for the three months ended October 2, 2026, and October 3, 2025.
RSUs are generally settled in an equal number of shares of the Company’s common stock upon vesting. PSUs contain performance conditions under which the recipient may earn between 0% to 300% of the target number of shares awarded. The PSU awards consist of 1 million granted awards that could result in a maximum of 4 million shares available to vest if all PSU performance conditions are met. Forfeitures are recognized as they occur.
Compensation cost related to unvested RSUs, PSUs, and rights to purchase shares of common stock under the ESPP is amortized on a straight-line basis over the remaining service period. The following table presents the unamortized compensation cost and weighted average service period of all unvested outstanding awards as of October 2, 2026:
Unamortized Compensation CostsWeighted average service period
(in millions)(years)
RSUs and PSUs$1,298 2.48
ESPP52 0.75
Total unamortized compensation cost$1,350 
Employee Stock Purchase Plan
The Company has an ESPP under which WDC, as its previous sole stockholder, approved an aggregate of approximately 4 million shares of common stock for issuance to eligible employees. The fair value of the award at the grant date is based on the Black-Scholes valuation model. The plan permits eligible employees to purchase common stock, through payroll deductions, at 95% of the fair market value of a share of common stock on the first day of the 24-month offering period in which the employees are participating or 95% of the fair market value of a share of common stock on the applicable exercise date, whichever is lower. Rights to purchase shares are granted during the second and fourth quarters of each fiscal year.
Stock-based Compensation Expense
The following tables present the Company’s stock-based compensation for equity-settled awards by type, financial statement line, and the related tax benefit included in the Company’s Condensed Consolidated Statements of Operations:
Three Months Ended
October 2,
2026		October 3,
2025
(in millions)
RSUs and PSUs$72 $51 
ESPP19 2 
Total$91 $53 
Three Months Ended
October 2,
2026		October 3,
2025
(in millions)
Cost of revenue$6 $4 
Research and development34 23 
Selling, general and administrative51 26 
Subtotal$91 $53 
Tax benefit(7)(6)
Total$84 $47 
Any shortfalls or excess windfall tax benefits and tax deficiencies for shortfalls related to the vesting and exercise of stock-based awards, which are recognized as a component of the Company’s Income tax expense, are excluded from the tax benefit above.
Share Repurchase Program
On April 30, 2026, the Company announced that its Board of Directors had approved a $6.0 billion (exclusive of fees and commissions) share repurchase program. On August 5, 2026, the Company announced that its Board of Directors had approved an additional $14.0 billion share repurchase program (exclusive of fees and commissions), collectively known as the “Repurchase Programs”. The acquisition of shares under the Repurchase Programs may be effected from time to time through open market purchases (including under a plan adopted pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934) or other methods of acquiring shares, in each case on such terms and at such times as shall be permitted by applicable securities laws and determined by the Company’s management. The amount and timing of share repurchases will depend on market conditions and other relevant factors. The Company expects shares repurchased under the Repurchase Programs to be funded by operating cash flows. The Company may suspend or discontinue the Repurchase Programs at any time. The approval of the Repurchase Programs does not obligate the Company to repurchase any common shares. During the three months ended October 2, 2026, the Company repurchased approximately 3 million shares of its common stock for an aggregate purchase price of $5.0 billion, and $10.5 billion remained available for future repurchases under the Repurchase Programs as of October 2, 2026.