Material Agreement (Form 8-K)

On September 9, 2026, Sandisk Corporation ("SDC" or the "Company") entered into Amendment No. 1 ("Amendment No. 1") by and among the Company, Sandisk Technologies, Inc. ("SDT"), the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent, to the Company's Loan Agreement dated as of February 21, 2025 by and among the Company, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented or otherwise modified as of the effective date of Amendment No. 1, including by Amendment No. 1, the "Loan Agreement"),.

Amendment No. 1 provides for a revolving credit facility (the "Revolving Credit Facility") comprising an aggregate principal amount of $1,500.0 million in revolving commitments, which commitments refinanced in full the revolving commitments outstanding under the Loan Agreement prior to Amendment No. 1.

Borrowings under the Revolving Credit Facility, for U.S. dollar borrowings, will bear interest, at the Company's option, at (x) the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR (each as defined in the Loan Agreement) (and neither of which include a credit spread adjustment), plus an interest rate margin of 1.375% per annum (subject to step-ups and step-downs based on the Company's Net Leverage Ratio (as defined in the Loan Agreement) or the corporate family ratings of the Company), or (y) a base rate plus an interest rate margin of 0.375% per annum (subject to step-ups and step-downs based on the Company's Net Leverage Ratio (as defined in the Loan Agreement) or the corporate family ratings of the Company). The Company will pay a commitment fee of 0.175% per annum (subject to step-ups and step-downs based on the Company's Net Leverage Ratio (as defined in the Loan Agreement) or the corporate family ratings of the Company) in respect of undrawn revolving commitments under the Revolving Credit Facility. The Revolving Credit Facility will also provide for borrowings in Euros, Yen and additional currencies agreed to by the lenders under the Revolving Credit Facility. The Revolving Credit Facility will mature on September 9, 2031, at which time the commitments thereunder shall be terminated, and will not have any amortization.

The obligations under the Loan Agreement are guaranteed by SDT and are required to be guaranteed by any of the Company's future material U.S. wholly owned subsidiaries, subject to certain exceptions described in the Loan Agreement. The obligations under the Loan Agreement are secured by the Company's assets and SDT's assets and are required to be secured by the assets of any of the Company's future material U.S. wholly owned subsidiaries, subject, in each case to certain exceptions described in the Loan Agreement.

The Loan Agreement includes certain restrictions (subject to certain exceptions outlined in the Loan Agreement) on the ability of the Company and its subsidiaries to undertake certain activities, including to incur indebtedness and liens, merge or consolidate with other entities, dispose or transfer their assets, pay dividends or make distributions, make investments, make payments on junior or subordinated debt, enter into burdensome agreements or transact with affiliates. The Loan Agreement also includes a financial covenant that prohibits the Company from exceeding a maximum Leverage Ratio (as defined in the Loan Agreement).

Amendment No. 1 also amends the Loan Agreement to (i) subject to certain conditions, provide for the release of collateral and guarantees securing the obligations under the Loan Agreement upon the Company's achievement of certain "investment grade" corporate family ratings and (ii) make certain other changes to the Loan Agreement.

The foregoing description of Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.