Sandisk Corporation filed a current report on September 11, 2026, disclosing that on September 9, 2026, it entered into Amendment No. 1 to its existing Loan Agreement, establishing a $1,500.0 million revolving credit facility administered by JPMorgan Chase Bank, N.A.

Key Highlights

  • New revolving commitments: Amendment No. 1 provides for an aggregate principal amount of $1,500.0 million in revolving commitments, refinancing in full the revolving commitments previously outstanding under the Loan Agreement.
  • Interest rate terms: U.S. dollar borrowings will bear interest, at the company's option, at Adjusted Term SOFR or Adjusted Daily Simple SOFR plus a margin of 1.375% per annum, or a base rate plus a margin of 0.375% per annum, each subject to step-ups and step-downs.
  • Commitment fee: The company will pay a commitment fee of 0.175% per annum on undrawn revolving commitments, subject to step-ups and step-downs based on Net Leverage Ratio or corporate family ratings.
  • Maturity date: The Revolving Credit Facility will mature on September 9, 2031, with no amortization, at which time commitments will be terminated.
  • Guarantor and collateral: Obligations are guaranteed by Sandisk Technologies, Inc. and secured by the assets of the company and Sandisk Technologies, Inc., with future material U.S. wholly owned subsidiaries required to provide guarantees and collateral, subject to certain exceptions.
  • Investment grade provision: Amendment No. 1 provides for the release of collateral and guarantees upon the company's achievement of certain "investment grade" corporate family ratings, subject to certain conditions.

Sandisk Corporation's $1.5 Billion Revolving Credit Facility Amendment: Key Terms and Conditions

According to the filing, Sandisk Corporation (NASDAQ:SNDK) entered into Amendment No. 1 on September 9, 2026, 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. The amendment modifies the company's existing Loan Agreement originally dated February 21, 2025. The Revolving Credit Facility established under Amendment No. 1 carries aggregate revolving commitments of $1,500.0 million and refinanced in full the revolving commitments that were outstanding prior to the amendment.

The filing discloses that the Revolving Credit Facility allows for borrowings in U.S. dollars, Euros, Yen, and additional currencies agreed to by the lenders. The Loan Agreement includes restrictions, subject to certain exceptions, on the company and its subsidiaries regarding incurring indebtedness and liens, merging or consolidating with other entities, disposing or transferring assets, paying dividends or making distributions, making investments, making payments on junior or subordinated debt, entering into burdensome agreements, and transacting with affiliates. The Loan Agreement also includes a financial covenant prohibiting the company from exceeding a maximum Leverage Ratio as defined therein.

The filing further states that the obligations under the Loan Agreement are secured by the assets of both the company and SDT, with future material U.S. wholly owned subsidiaries required to provide additional guarantees and security, subject to certain exceptions. Amendment No. 1 also adds a provision allowing for the release of collateral and guarantees if the company achieves certain "investment grade" corporate family ratings, subject to certain conditions. The filing notes that the 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," filed as Exhibit 10.1.

What Was Disclosed

Sandisk Corporation disclosed the entry into Amendment No. 1 to its Loan Agreement on September 9, 2026, establishing a $1,500.0 million revolving credit facility maturing September 9, 2031, with JPMorgan Chase Bank, N.A. as administrative agent, and outlining applicable interest rates, fees, covenants, and collateral requirements.