SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Disclose 14.2% Passive Stake in SanDisk Corp

FMR LLC and Abigail P. Johnson have filed an amended Schedule 13G, reporting a combined beneficial ownership of 14.2% of SanDisk Corp's common stock as of March 31, 2025.

Summary

• FMR LLC and Abigail P. Johnson, through various affiliated entities, collectively beneficially own 20,574,141.22 shares of SanDisk Corp's common stock.
• This aggregate ownership represents 14.2% of the outstanding common stock of SanDisk Corp.
• FMR LLC holds sole voting power over 20,146,074.97 shares and sole dispositive power over 20,574,141.22 shares.
• Abigail P. Johnson, as a Director, Chairman, and CEO of FMR LLC, is deemed to have sole dispositive power over the same 20,574,141.22 shares.
• The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of or with the effect of changing or influencing the control of SanDisk Corp.
• Key subsidiaries of FMR LLC involved in the beneficial ownership include FIAM LLC, Fidelity Diversifying Solutions LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company, and Strategic Advisers LLC, with Fidelity Management & Research Company LLC beneficially owning 5% or greater of the outstanding shares.

Sentiment

Score: 7

Explanation: The document is a factual, routine disclosure of a significant passive ownership stake by a major institutional investor. It indicates continued investment interest without intent to influence control, which is generally a neutral to slightly positive signal for market transparency.

Positives

• The filing provides transparency regarding significant institutional ownership in SanDisk Corp.
• The investment is explicitly stated to be passive, indicating no intent to influence or change the control of the issuer, which can provide stability.

Risks

• No specific risks related to SanDisk Corp's operations or financial health are mentioned in this ownership disclosure document.
• The filing explicitly states that the securities were not acquired or held for the purpose of changing or influencing the control of the issuer, mitigating potential control-related risks from this specific shareholder.

Future Outlook

This document is a disclosure of past beneficial ownership as of a specific date and does not contain any forward-looking statements or guidance regarding SanDisk Corp's future performance or strategic direction.

Management Comments

• "The securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."

Industry Context

This filing reflects a significant passive investment by a major institutional asset manager (FMR LLC, parent of Fidelity Investments) in a company historically known for its flash memory and storage solutions. Such disclosures are common for large institutional investors and indicate their portfolio allocations within the technology sector.

Corporate Governance

Related Party Transactions

• The filing details the relationship between FMR LLC and Abigail P. Johnson as reporting persons, where Abigail P. Johnson is a Director, Chairman, and CEO of FMR LLC and is part of the Johnson family group that predominantly owns FMR LLC's voting shares.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder's passive stake, confirming a large investor's continued interest without seeking control.

Key Dates

Keywords

SanDisk Corp, FMR LLC, Abigail P. Johnson, Schedule 13G, beneficial ownership, common stock, passive investment, institutional investor, SEC filing