8-KMaterial AgreementsExhibits & Filings

Sandisk Corp 8-K Report, Material Agreement (Sep 11, 2026)

Filed September 11, 2026For Securities:SNDK

Summary

SanDisk Corporation (SDC) has executed Amendment No. 1 to its existing Loan Agreement, significantly altering its credit facility. This amendment establishes a new revolving credit facility totaling $1,500.0 million, which fully replaces previous revolving commitments. This provides the company with enhanced financial flexibility and a substantial capital resource. The terms of the new facility include an interest rate structure tied to SOFR or a base rate, with margins that can adjust based on the company's Net Leverage Ratio or corporate family ratings. A commitment fee is also payable on undrawn amounts. The facility matures in September 2031 with no amortization, offering long-term stability. The obligations remain guaranteed by Sandisk Technologies, Inc. and future material U.S. wholly owned subsidiaries, and are secured by company assets, subject to certain release provisions upon achieving investment-grade ratings.

Key Highlights

  • 1SanDisk Corporation entered into Amendment No. 1 to its Loan Agreement on September 9, 2026.
  • 2A new revolving credit facility of $1,500.0 million has been established, replacing prior commitments.
  • 3Interest rates are based on Adjusted Term SOFR/Daily Simple SOFR plus a margin of 1.375% or a base rate plus 0.375%, with potential adjustments based on leverage and ratings.
  • 4A commitment fee of 0.175% per annum applies to undrawn revolving commitments.
  • 5The Revolving Credit Facility has a maturity date of September 9, 2031, with no amortization.
  • 6Obligations are guaranteed by Sandisk Technologies, Inc. and future material U.S. subsidiaries, and secured by company assets.
  • 7Collateral and guarantees can be released upon the company achieving certain investment-grade corporate family ratings.

Frequently Asked Questions

The main purpose of this 8-K filing is to report SanDisk Corporation's entry into Amendment No. 1 to its Loan Agreement, which establishes a new, larger revolving credit facility and details its terms and conditions.

The new revolving credit facility comprises aggregate principal amount of $1,500.0 million in revolving commitments. The facility matures on September 9, 2031.

Borrowings can be at the company's option based on either the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR (plus a 1.375% margin) or a base rate (plus a 0.375% margin). These margins are subject to adjustments based on SanDisk's Net Leverage Ratio or corporate family ratings.

Yes, the Loan Agreement includes a financial covenant that prohibits the Company from exceeding a maximum Leverage Ratio. It also contains restrictions on various corporate activities such as incurring indebtedness, merging, disposing of assets, and paying dividends, subject to certain exceptions.