Seagate officer plans 52K-share Rule 144 tax sale

Officer Gianluca Romano files a Rule 144 notice to sell Seagate shares largely in issuer-mandated sell-to-cover transactions for tax withholding.

Rhea-AI Filing Summary

Seagate Technology Holdings plc (STX) received a Rule 144 notice from officer Gianluca Romano covering the proposed sale of 52,483 shares of common stock through Morgan Stanley after September 15, 2026, when 226,644,518 shares were outstanding. Romano’s shares to be sold were acquired from the vesting of 90,380 performance share units on September 14, 2026 as compensation for services. The notice states that sales are to be made pursuant to an issuer-mandated sell-to-cover solely to satisfy tax withholding obligations, and lists several prior common stock sales by Romano in the preceding three months.

Key Figures

Shares planned for sale: 52,483 shares Aggregate market value of planned sale: 40,524,880.62 Shares outstanding: 226,644,518 shares +4 more

7 metrics

Shares planned for sale 52,483 shares Proposed Rule 144 sale through Morgan Stanley

Aggregate market value of planned sale 40,524,880.62 Value associated with 52,483 shares in the planned Rule 144 sale

Shares outstanding 226,644,518 shares Seagate common stock outstanding in connection with the notice

Shares acquired via PSU vesting 90,380 shares Common stock acquired on September 14, 2026 as compensation for services

Sale on August 7, 2026 22,211 shares; 2,190,984.63 Common stock sold by Gianluca Romano during past three months

Sale on August 20, 2026 9,077 shares; 7,708,956.50 Common stock sold by Gianluca Romano during past three months

Sale on September 11, 2026 50,498 shares; 42,026,854.76 Common stock sold by Gianluca Romano during past three months

Key Terms

Rule 144, sell-to-cover, Performance Share Unit Vesting, aggregate market value

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

sell-to-cover financial

"Sales to be made pursuant to Issuer mandated sell-to-cover solely"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

Performance Share Unit Vesting financial

"Performance Share Unit Vesting | Issuer"

aggregate market value financial

"52483 | 40524880.62 | 226644518 | 09/15/2026"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Seagate (STX) disclose in this Form 144 filing?

The filing reports officer Gianluca Romano’s intent under Rule 144 to sell Seagate common stock through a broker, including shares acquired via performance share unit vesting, primarily in issuer-mandated sell-to-cover transactions for tax withholding.

How many Seagate (STX) shares are covered by the planned Rule 144 sale?

The notice covers a proposed sale of 52,483 shares of Seagate common stock through Morgan Stanley, with an aggregate market value of 40,524,880.62 stated in the filing.

How were the Seagate (STX) shares to be sold by Gianluca Romano acquired?

The filing states that 90,380 shares of Seagate common stock to be sold were acquired on September 14, 2026 through Performance Share Unit Vesting as compensation for services from the issuer.

What is the purpose of the Seagate (STX) share sales described in the Form 144?

According to the remarks, the sales are to be made pursuant to an issuer mandated sell-to-cover and are solely to satisfy tax withholding obligations related to the equity compensation.

How many Seagate (STX) shares were outstanding at the time of the planned Rule 144 sale?

The filing reports that 226,644,518 shares of Seagate common stock were outstanding as of the time referenced in the notice associated with the planned sales.

What Seagate (STX) stock sales did Gianluca Romano report in the past three months?

The filing lists Romano’s sales of Seagate common stock on August 7, 2026 (22,211 shares), August 20, 2026 (9,077 shares), September 10, 2026 (1,348 shares), September 11, 2026 (50,498 shares), and September 15, 2026 (955 shares), each with stated aggregate sale values.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 08:04 PM Accepted by SEC EDGAR 09/15/2026 - 08:03 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001764650
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Seagate Technology Holdings plc
SEC File Number	001-31560
Address of Issuer	121 WOODLANDS AVENUE 5 SINGAPORE SINGAPORE 739009
Phone	65 6412 5172
Name of Person for Whose Account the Securities are To Be Sold	Romano Gianluca
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Morgan Stanley 1 New York Plaza 8th Floor New York NY 10004	52483	40524880.62	226644518	09/15/2026	NASDAQGS

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common stock	09/14/2026	Performance Share Unit Vesting	Issuer			90380	09/14/2026	Compensation for services

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Gianluca Romano 47488 Kato Rd Fremont CA 94538	Common Stock	08/07/2026	22211	2190984.63
Gianluca Romano 47488 Kato Rd Fremont CA 94538	Common Stock	08/20/2026	9077	7708956.50
Gianluca Romano 47488 Kato Rd Fremont CA 94538	Common Stock	09/10/2026	1348	1162156.13
Gianluca Romano 47488 Kato Rd Fremont CA 94538	Common Stock	09/11/2026	50498	42026854.76
Gianluca Romano 47488 Kato Rd Fremont CA 94538	Common Stock	09/15/2026	955	746086.97

144: Remarks and Signature

Remarks	Sales to be made pursuant to Issuer mandated sell-to-cover solely to satisfy tax withholding obligations.
Date of Notice	09/15/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Dawn Ledbetter. Attorney-in-Fact for Gianluca Romano
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)