Net Income per Common Share

3 Months Ended

Oct. 03, 2025

The separation was executed through WDC’s pro rata distribution of 80.1% of the outstanding shares of common stock of the Company to holders of WDC’s common stock as of February 21, 2025. On the separation date, the Company issued 145 million shares of common stock, par value $0.01 per share. This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the separation, and these shares are treated as issued and outstanding for purposes of calculating historical earnings per share. For periods prior to the separation, it is assumed that there are no dilutive equity instruments as there were no equity awards of Sandisk outstanding prior to the separation.

The following table presents the computation of basic and diluted income per common share:


	Three Months Ended
	October 3, 2025		September 27, 2024
	(in millions, except per share amounts)


Net income	$	112	$	211

Weighted average shares outstanding:
Basic	146		145

Diluted (1)	149		145

Net income per common share:
Basic	$	0.77	$	1.46
Diluted (1)	$	0.75	$	1.46

(1) For the three months ended October 3, 2025, 0.7 million weighted average outstanding awards were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive.

Basic net income per share is computed using (i) net income divided by (ii) weighted average basic shares outstanding. Diluted net income per share is computed as (i) net income divided by (ii) weighted average diluted shares outstanding. The treasury stock method is used to determine the dilutive impact of unvested equity awards.

Potentially dilutive shares include dilutive outstanding employee RSUs, PSUs, and rights to purchase shares of common stock under the ESPP.