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Sandisk Reports Fiscal First Quarter 2026 Financial Results

News Summary

  • First quarter revenue was $2.31 billion, up 21% sequentially and above the guidance range, with GAAP net income reported at $112 million ($0.75 diluted net income per share). First quarter Non-GAAP diluted net income per share was $1.22.
  • Datacenter revenue was up 26% sequentially, with two hyperscalers in qualification, a third hyperscaler and top storage OEM planned for CY26, and engagement with five major hyperscale customers.
  • BiCS8 technology accounted for 15% of total bits shipped; expected to reach majority of bit production exiting fiscal year 2026.
  • Expect second quarter revenue to be in the range of $2.55 billion to $2.65 billion, with expected Non-GAAP diluted net income per share to be in the range of $3.00 to $3.40.

 

Sandisk Corporation (Nasdaq: SNDK) today reported fiscal first quarter financial results.

“Customers are turning to Sandisk for our leading technology and products, which are exceptionally well positioned at a time when demand is strengthening,” said David Goeckeler, CEO, Sandisk. “Our strong balance sheet and leading portfolio, combined with this phase of renewed growth and profitability, enabled us to achieve our net cash positive milestone ahead of plan and is positioning us to drive meaningful long-term value for our shareholders.”

Q1 2026 Financial Highlights

 

GAAP

 

Non-GAAP

($ in millions, except per share amounts)

Q1 2026

 

Q4 2025

 

Q/Q

 

Q1 2026

 

Q4 2025

 

Q/Q

Revenue

$

2,308

 

 

$

1,901

 

 

up 21%

 

$

2,308

 

 

$

1,901

 

 

up 21%

Gross Margin

 

29.8

%

 

 

26.2

%

 

up 3.6 ppt

 

 

29.9

%

 

 

26.4

%

 

up 3.5 ppt

Operating Expenses

$

511

 

 

$

480

 

 

up 6%

 

$

446

 

 

$

402

 

 

up 11%

Operating Income

$

176

 

 

$

18

 

 

up 878%

 

$

245

 

 

$

100

 

 

up 145%

Net Income (Loss)

$

112

 

 

$

(23

)

 

up 587%

 

$

181

 

 

$

42

 

 

up 331%

Diluted Net Income (Loss) Per Share

$

0.75

 

 

$

(0.16

)

 

up 569%

 

$

1.22

 

 

$

0.29

 

 

up 321%

 

GAAP

 

Non-GAAP

($ in millions, except per share amounts)

Q1 2026

 

Q1 2025

 

Y/Y

 

Q1 2026

 

Q1 2025

 

Y/Y

Revenue

$

2,308

 

 

$

1,883

 

 

up 23%

 

$

2,308

 

 

$

1,883

 

 

up 23%

Gross Margin

 

29.8

%

 

 

38.6

%

 

down 8.8 ppt

 

 

29.9

%

 

 

38.9

%

 

down 9 ppt

Operating Expenses

$

511

 

 

$

435

 

 

up 17%

 

$

446

 

 

$

378

 

 

up 18%

Operating Income

$

176

 

 

$

291

 

 

down 40%

 

$

245

 

 

$

354

 

 

down 31%

Net Income

$

112

 

 

$

211

 

 

down 47%

 

$

181

 

 

$

263

 

 

down 31%

Diluted Net Income Per Share

$

0.75

 

 

$

1.46

 

 

down 49%

 

$

1.22

 

 

$

1.81

 

 

down 33%

End Market Summary

Revenue ($M)

Q1 2026

 

Q4 2025

 

Q/Q

 

Q1 2025

 

Y/Y

Datacenter

$

269

 

$

213

 

up 26%

 

$

300

 

down 10%

Edge

 

1,387

 

 

1,103

 

up 26%

 

 

1,069

 

up 30%

Consumer

 

652

 

 

585

 

up 11%

 

 

514

 

up 27%

Total Revenue

$

2,308

 

$

1,901

 

up 21%

 

$

1,883

 

up 23%

Additional details can be found within the Company’s earnings presentation, which is accessible online at investor.sandisk.com.

Business Outlook for Fiscal Second Quarter of 2026

 

GAAP(1)

Non-GAAP(1)

Revenue ($M)

$2,550 to $2,650

$2,550 to $2,650

Gross Margin

40.8% to 42.8%

41.0% to 43.0%

Operating Expenses ($M)

$497 to $538

$450 to $475

Interest and Other Expense, net ($M)

$38 to $43

$40 to $45

Tax Expense ($M)(2)

N/A

$80 to $90

Diluted Net Income per Share

N/A

$3.00 to $3.40

Diluted Shares Outstanding (in millions)

~ 155

~ 155

_________________

(1) Non-GAAP gross margin guidance excludes stock-based compensation expense and expense for short-term incentives granted in connection with the separation, totaling approximately $4 million to $6 million. The Company’s Non-GAAP operating expenses guidance excludes stock-based compensation expense and expense for short-term incentives granted in connection with the separation, totaling approximately $47 million to $63 million . The Company’s Non-GAAP interest and other expenses, net guidance excludes the accretion of the present value discount on consideration receivable from the sale of an interest in a subsidiary, totaling approximately $2 million. In the aggregate, Non-GAAP diluted net income per share guidance excludes these items totaling $49 million to $67 million. The timing and amount of these charges excluded from Non-GAAP gross margin, Non-GAAP operating expenses, Non-GAAP interest and other expenses, net, and Non-GAAP diluted net income per share cannot be further allocated or quantified with certainty. Additionally, the timing and amount of additional charges the Company excludes from its Non-GAAP diluted net income per share are dependent on the timing and determination of certain actions and cannot be reasonably predicted. Accordingly, full reconciliations of Non-GAAP gross margin, Non-GAAP operating expenses, Non-GAAP interest and other expenses, net, and Non-GAAP diluted net income per share to the most directly comparable GAAP financial measures (gross margin, operating expenses, and diluted net income per share, respectively) are not available without unreasonable effort.

(2) Non-GAAP tax expense is determined based on a Non-GAAP pre-tax income or loss. Our estimated Non-GAAP tax expense may differ from our GAAP tax expense (i) due to differences in the tax treatment of items excluded from our Non-GAAP net income or loss; (ii) due to the fact that our GAAP income tax expense or benefit recorded in any interim period is based on an estimated forecasted GAAP tax expense for the full year, excluding loss jurisdictions; and (iii) because our GAAP taxes recorded in any interim period are dependent on the timing and determination of certain GAAP operating expenses.

Basis of Presentation

On February 21, 2025, Sandisk Corporation (the “Company”) completed its separation from Western Digital Corporation (“WDC”) and became a standalone publicly traded company.

The Company’s financial and operating results after the separation are presented on a consolidated basis. For periods prior to the separation, the Company’s historical combined financial statements were prepared on a carve-out basis and were derived from WDC’s consolidated financial statements and accounting records and prepared as if the Company existed on a standalone basis. The financial statements for all periods presented, including the historical results of the Company prior to February 21, 2025, are now referred to as “Consolidated Financial Statements” and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

Investor Communications

The investment community conference call to discuss these results and the Company’s business outlook for the fiscal second quarter of 2026 will be broadcast live online today at 1:30 p.m. Pacific/4:30 p.m. Eastern. The live and archived conference call/webcast and the earnings presentation can be accessed online at investor.sandisk.com.

About Sandisk

Sandisk is a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology. With a differentiated innovation engine driving advancements in storage and semiconductor technologies, our broad and ever-expanding portfolio delivers powerful flash storage solutions for everyone from students, gamers and home offices, to the largest enterprises and public clouds to capture, preserve, access and transform an ever-increasing diversity of data. Our solutions include a broad range of solid state drives, embedded products, removable cards, universal serial bus drives, and wafers and components. Learn more about Sandisk at www.Sandisk.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including statements regarding expectations for: the Company’s business outlook and operational and financial performance for the fiscal second quarter of 2026 and beyond; the adoption of the Company’s products and technology by its customers; demand trends and the Company’s market positioning; the Company’s financial and technological strength; growth and profitability trends; and the Company’s long-term value creation capabilities. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward looking statements. The financial results for the Company’s fiscal first quarter ended October 3, 2025 included in this press release represent the most current information available to management. Actual results when disclosed in the Company’s Form 10-Q may differ from these results as a result of the completion of the Company’s financial closing procedures; final adjustments; completion of the review by the Company’s independent registered accounting firm; and other developments that may arise between now and the filing of the Company’s Form 10-Q. Other key risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: adverse changes in global or regional economic conditions, including the impact of evolving trade policies, tariff regimes and trade wars; volatility in demand for the Company’s products; pricing trends and fluctuations in average selling prices; inflation; changes in interest rates and a potential economic recession; future responses to and effects of global health crises; the impact of business and market conditions; the impact of competitive products and pricing; the Company’s development and introduction of products based on new technologies and management of technology transitions; risks associated with strategic initiatives, including restructurings, acquisitions, divestitures, cost saving measures and joint ventures; risks related to product defects; difficulties or delays in manufacturing or other supply chain disruptions; our reliance on strategic relationships with key partners, including Kioxia Corporation; the attraction, retention and development of skilled management and technical talent; risks associated with the use of artificial intelligence in our business operations; the Company’s level of debt and other financial obligations; changes to the Company’s relationships with key customers or consolidation among our customer base; compromise, damage or interruption from cybersecurity incidents or other data system security risks; our reliance on intellectual property; fluctuations in currency exchange rates; actions by competitors; risks associated with compliance with changing legal and regulatory requirements; future material impairments in the value of our goodwill and other long-lived assets; our ability to achieve some or all of the expected benefits of the separation from WDC; and other risks and uncertainties listed in the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.

Sandisk and the Sandisk logo are registered trademarks or trademarks of Sandisk Corporation or its affiliates in the United States and/or other countries.

SANDISK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions; except par value, unaudited)

 

 

October 3,

2025

 

June 27,

2025

ASSETS

Current assets:

 

 

 

Cash and cash equivalents

$

1,442

 

 

$

1,481

 

Accounts receivable, net

 

1,193

 

 

 

1,068

 

Inventories

 

1,907

 

 

 

2,079

 

Income tax receivable

 

72

 

 

 

66

 

Other current assets

 

370

 

 

 

392

 

Total current assets

 

4,984

 

 

 

5,086

 

Property, plant and equipment, net

 

630

 

 

 

619

 

Notes receivable and investments in Flash Ventures

 

602

 

 

 

654

 

Goodwill

 

4,998

 

 

 

4,999

 

Deferred tax assets

 

57

 

 

 

58

 

Income tax receivable, non-current

 

61

 

 

 

80

 

Other non-current assets

 

1,417

 

 

 

1,489

 

Total assets

$

12,749

 

 

$

12,985

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

 

 

 

Accounts payable

$

398

 

 

$

366

 

Accounts payable to related parties

 

486

 

 

 

400

 

Accrued expenses

 

382

 

 

 

425

 

Accrued compensation

 

208

 

 

 

173

 

Income tax payables

 

22

 

 

 

43

 

Current portion of long-term debt

 

20

 

 

 

20

 

Total current liabilities

 

1,516

 

 

 

1,427

 

Deferred tax liabilities

 

28

 

 

 

17

 

Long-term debt

 

1,331

 

 

 

1,829

 

Other liabilities

 

493

 

 

 

496

 

Total liabilities

 

3,368

 

 

 

3,769

 

Shareholders’ equity:

 

 

 

Common stock, $0.01 par value; authorized — 450 shares; issued and outstanding — 147 shares and 146 shares, respectively

$

1

 

 

$

1

 

Additional paid-in capital

 

11,286

 

 

 

11,248

 

Accumulated deficit

 

(1,672

)

 

 

(1,784

)

Accumulated other comprehensive loss

 

(234

)

 

 

(249

)

Total shareholders’ equity

 

9,381

 

 

 

9,216

 

Total liabilities and shareholders’ equity

$

12,749

 

 

$

12,985

 

SANDISK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts; unaudited)

 

 

Three Months Ended

 

October 3,

2025

 

September 27,

2024

Revenue, net

$

2,308

 

 

$

1,883

 

Cost of revenue

 

1,621

 

 

 

1,157

 

Gross profit

 

687

 

 

 

726

 

Operating expenses:

 

 

 

Research and development

 

316

 

 

 

283

 

Selling, general and administrative

 

179

 

 

 

130

 

Business separation costs

 

9

 

 

 

20

 

Employee termination and other

 

(3

)

 

 

2

 

Loss on business divestiture

 

10

 

 

 

 

Total operating expenses

 

511

 

 

 

435

 

Operating income

 

176

 

 

 

291

 

Interest and other expense:

 

 

 

Interest income

 

16

 

 

 

3

 

Interest expense

 

(40

)

 

 

(2

)

Other expense, net

 

(28

)

 

 

(25

)

Total interest and other expense, net

 

(52

)

 

 

(24

)

Income before taxes

 

124

 

 

 

267

 

Income tax expense

 

12

 

 

 

56

 

Net income

$

112

 

 

$

211

 

 

 

 

 

Net income per common share:

 

 

 

Basic

$

0.77

 

 

$

1.46

 

Diluted

$

0.75

 

 

$

1.46

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

Basic

 

146

 

 

 

145

 

Diluted

 

149

 

 

 

145

 

SANDISK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

 

 

Three Months Ended

 

October 3,

2025

 

September 27,

2024

Cash flows from operating activities

 

 

 

Net income

$

112

 

 

$

211

 

Adjustments to reconcile net income to net cash provided by (used in) operations:

 

 

 

Depreciation and amortization

 

36

 

 

 

54

 

Stock-based compensation

 

53

 

 

 

41

 

Deferred income taxes

 

3

 

 

 

(5

)

Unrealized foreign exchange (gain) loss

 

1

 

 

 

(8

)

Loss on sale of business divestiture

 

10

 

 

 

 

Amortization of debt issuance costs and discounts

 

2

 

 

 

 

Equity loss in investees, net of dividends received

 

27

 

 

 

10

 

Other non-cash operating activities, net

 

(6

)

 

 

6

 

Settlement of accrued interest on Notes due to Western Digital Corporation

 

 

 

 

(96

)

Changes in:

 

 

 

Accounts receivable, net

 

(125

)

 

 

(102

)

Inventories

 

172

 

 

 

(149

)

Accounts payable

 

30

 

 

 

33

 

Accounts payable to related parties

 

86

 

 

 

39

 

Accrued expenses

 

(43

)

 

 

(172

)

Accrued compensation

 

35

 

 

 

(13

)

Other assets and liabilities, net

 

95

 

 

 

20

 

Net cash provided by (used in) operating activities

 

488

 

 

 

(131

)

Cash flows from investing activities

 

 

 

Purchases of property, plant and equipment

 

(50

)

 

 

(67

)

Proceeds from dispositions of business

 

25

 

 

 

 

Notes receivable issuances to Flash Ventures

 

(87

)

 

 

(14

)

Notes receivable proceeds from Flash Ventures

 

97

 

 

 

62

 

Net cash used in investing activities

 

(15

)

 

 

(19

)

Cash flows from financing activities

 

 

 

Taxes paid on vested stock awards under employee stock plans

 

(15

)

 

 

 

Repayment of debt

 

(500

)

 

 

 

Proceeds from principal repayments on Notes due from Western Digital Corporation

 

 

 

 

101

 

Repayments of principal on Notes due to Western Digital Corporation

 

 

 

 

(76

)

Transfers from Western Digital Corporation

 

 

 

 

189

 

Net cash provided by (used in) financing activities

 

(515

)

 

 

214

 

Effect of exchange rate changes on cash

 

3

 

 

 

1

 

Changes in cash and cash equivalents classified as assets held for sale

 

 

 

 

(71

)

Net decrease in cash and cash equivalents

 

(39

)

 

 

(6

)

Cash and cash equivalents, beginning of year

 

1,481

 

 

 

328

 

Cash and cash equivalents, end of period

$

1,442

 

 

$

322

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

Cash paid for interest

$

48

 

 

$

98

 

Cash received for interest

 

16

 

 

 

1

 

Cash paid for income taxes

 

39

 

 

 

 

Non-cash transfers of:

 

 

 

Notes due to Western Digital Corporation

 

 

 

 

378

 

Changes in other assets and liabilities, net, from Western Digital Corporation

 

 

 

 

6

 

Property, plant and equipment from Western Digital Corporation

 

 

 

 

3

 

Tax balances to Western Digital Corporation

 

 

 

 

7

 

SANDISK CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in millions; unaudited)

 

 

Three Months Ended

 

October 3,

2025

 

June 27,

2025

 

September 27,

2024

GAAP gross profit

$

687

 

 

$

498

 

 

$

726

 

Stock-based compensation expense

 

4

 

 

 

4

 

 

 

6

 

Non-GAAP gross profit

$

691

 

 

$

502

 

 

$

732

 

 

 

 

 

 

 

GAAP operating expenses

$

511

 

 

$

480

 

 

$

435

 

Stock-based compensation expense

 

(49

)

 

 

(45

)

 

 

(35

)

Business separation costs

 

(9

)

 

 

(17

)

 

 

(20

)

Employee termination and other

 

3

 

 

 

(16

)

 

 

(2

)

Loss on business divestiture

 

(10

)

 

 

 

 

 

 

Non-GAAP operating expenses

$

446

 

 

$

402

 

 

$

378

 

 

 

 

 

 

 

GAAP operating income

$

176

 

 

$

18

 

 

$

291

 

Gross profit adjustments

 

4

 

 

 

4

 

 

 

6

 

Operating expense adjustments

 

65

 

 

 

78

 

 

 

57

 

Non-GAAP operating income

$

245

 

 

$

100

 

 

$

354

 

 

 

 

 

 

 

GAAP interest and other expense, net

$

(52

)

 

$

(36

)

 

$

(24

)

Interest and other expense, net adjustments

 

10

 

 

 

(1

)

 

 

 

Non-GAAP interest and other expense, net

$

(42

)

 

$

(37

)

 

$

(24

)

 

 

 

 

 

 

GAAP income tax expense

$

12

 

 

$

5

 

 

$

56

 

Income tax adjustments

 

10

 

 

 

16

 

 

 

11

 

Non-GAAP income tax expense

$

22

 

 

$

21

 

 

$

67

 

SANDISK CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in millions, except per share amounts; unaudited)

 

 

Three Months Ended

 

October 3,

2025

 

June 27,

2025

 

September 27,

2024

GAAP net income (loss)

$

112

 

 

$

(23

)

 

$

211

 

Stock-based compensation expense

 

53

 

 

 

49

 

 

 

41

 

Business separation costs

 

9

 

 

 

17

 

 

 

20

 

Employee termination and other

 

(3

)

 

 

16

 

 

 

2

 

Loss on business divestiture

 

10

 

 

 

 

 

 

 

Other

 

10

 

 

 

(1

)

 

 

 

Income tax adjustments

 

(10

)

 

 

(16

)

 

 

(11

)

Non-GAAP net income

$

181

 

 

$

42

 

 

$

263

 

 

 

 

 

 

 

Diluted net income (loss) per share

 

 

 

 

 

GAAP

$

0.75

 

 

$

(0.16

)

 

$

1.46

 

Non-GAAP:

$

1.22

 

 

$

0.29

 

 

$

1.81

 

 

 

 

 

 

 

Diluted weighted average shares outstanding:

 

 

 

 

 

GAAP

 

149

 

 

 

145

 

 

 

145

 

Non-GAAP:

 

149

 

 

 

147

 

 

 

145

 

 

 

 

 

 

 

Cash flows

 

 

 

 

 

Cash flow provided by (used in) operating activities

$

488

 

 

$

94

 

 

$

(131

)

Purchases of property, plant and equipment, net

 

(50

)

 

 

(45

)

 

 

(67

)

Free cash flow

 

438

 

 

 

49

 

 

 

(198

)

Activity related to Flash Ventures, net

 

10

 

 

 

28

 

 

 

48

 

Adjusted free cash flow

$

448

 

 

$

77

 

 

$

(150

)

To supplement the condensed consolidated financial statements presented in accordance with GAAP, the table above sets forth Non-GAAP gross profit; Non-GAAP operating expenses; Non-GAAP operating income; Non-GAAP interest and other expense, net; Non-GAAP income tax expense; Non-GAAP net income; Non-GAAP diluted net income per share; Non-GAAP diluted weighted average shares outstanding; Free cash flow; and Adjusted free cash flow (collectively, the “Non-GAAP measures”). These Non-GAAP measures are not in accordance with, or alternatives for measures prepared in accordance with GAAP and may be different from similarly titled Non-GAAP measures used by other companies. The Company believes the presentation of these Non-GAAP measures, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors for measuring the Company’s earnings performance and comparing it against prior periods. Specifically, the Company believes these Non-GAAP measures provide useful information to both management and investors as they exclude certain expenses, gains, and losses that the Company believes are not indicative of its core operating results or because they are consistent with the financial models and estimates published by many analysts who follow the Company and its peers. As discussed further below, these Non-GAAP measures exclude, as applicable, stock-based compensation expense, business separation costs, employee termination and other, loss on business divestiture, other adjustments, and income tax adjustments. The Company believes these measures, along with the related reconciliations to the most directly comparable GAAP measures, provide additional detail and comparability for assessing the Company’s results. These Non-GAAP measures are some of the primary indicators management uses for assessing the Company’s performance and planning and forecasting future periods. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

As described above, the Company excludes the following items from its Non-GAAP measures:

Stock-based compensation expense. Because of the variety of equity awards used by companies, the varying methodologies for determining stock-based compensation expense, the subjective assumptions involved in those determinations and the volatility in valuations that can be driven by market conditions outside the Company’s control, the Company believes excluding stock-based compensation expense enhances the ability of management and investors to understand and assess the underlying performance of the business over time and compare it against the Company’s peers, a majority of whom also exclude stock-based compensation expense from their Non-GAAP results.

Business separation costs. On October 30, 2023, Western Digital Corporation (“WDC”) announced that its board of directors (the “WDC Board of Directors”) authorized management to pursue a plan to separate the Company into an independent public company. The separation received final approval by the WDC Board of Directors and was completed on February 21, 2025. Prior to February 21, 2025, the Company was wholly-owned by WDC. As a result of the plan, the Company incurred separation and transition costs through the completion of the separation of the companies. The separation and transition costs are recorded within Business separation costs in the Condensed Consolidated Statements of Operations. The Company believes these charges do not reflect the Company’s operating results and that they are not indicative of the underlying results of its business.

Employee termination and other. From time to time, in order to realign the Company’s operations with anticipated market demand, the Company may terminate employees and/or restructure its operations. From time to time, the Company may also incur charges from the impairment of long-lived assets. In addition, the Company may record credits related to gains upon sale of property due to restructuring or reversals of charges recorded in prior periods as well as from taking actions to reduce the amount of capital invested in facilities, including the sale-leaseback of facilities. These charges or credits are inconsistent in amount and frequency, and the Company believes they are not indicative of the underlying performance of its business.

Loss on business divestiture. In connection with the Company’s strategic decision to outsource the manufacturing of certain components and assemblies, on September 28, 2024, the Company completed the sale of 80% of its equity interest in one of its manufacturing subsidiaries. On September 25, 2025, the Company entered into an Amended and Restated Equity Purchase Agreement that included a $10 million provision for working capital support. The Company recognized the adjustment as a Loss on business divestiture for the three months ended October 3, 2025. The overall transaction resulted in a discrete gain, which the Company believes is not indicative of the underlying performance of its ongoing business operations.

Other adjustments. From time to time, the Company incurs charges or gains that the Company believes are not a part of the ongoing operation of its business. The resulting expense or benefit is inconsistent in amount and frequency.

Income tax adjustments. Income tax adjustments include the difference between income taxes based on a forecasted annual Non-GAAP tax rate and a forecasted annual GAAP tax rate as a result of the timing of certain Non-GAAP pre-tax adjustments. The income tax adjustments also include the re-measurement of certain unrecognized tax benefits primarily related to tax positions taken in prior quarters, including interest. These adjustments are excluded because the Company believes that they are not indicative of the underlying performance of its ongoing business.

Additionally, Free cash flow is defined as cash flows provided by (used in) operating activities less purchases of property, plant and equipment, net, and Adjusted free cash flow is defined as free cash flow plus the activity related to Flash Ventures, net. The Company considers Free cash flow and Adjusted free cash flow generated in any period to be useful indicators of cash that is available for strategic opportunities, including, among others, investing in the Company’s business, making strategic acquisitions, repaying debt and strengthening the balance sheet.

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