Seagate closes $185.908 million note exchanges
Seagate Technology Holdings plc completed privately negotiated exchanges of $185.908 million principal amount of its subsidiary Seagate HDD Cayman’s 3.50% Exchangeable Senior Notes due 2028.
Rhea-AI Filing Summary
Seagate Technology Holdings plc completed privately negotiated exchanges of $185.908 million principal amount of its subsidiary Seagate HDD Cayman’s 3.50% Exchangeable Senior Notes due 2028. Noteholders received $185.908 million in cash and 2,023,124 Seagate ordinary shares as aggregate consideration.
The exchanged notes have been retired, while approximately $185.8 million principal amount of notes remains outstanding with terms unchanged. The exchanges were structured as private placements relying on Section 4(a)(2) of the Securities Act and were consummated on May 26–27, 2026.
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Insights
Seagate swaps part of its 2028 notes for cash and shares, modestly reshaping its capital structure.
Seagate exchanged $185.908 million principal of 3.50% Exchangeable Senior Notes due 2028 for $185.908 million in cash plus 2,023,124 ordinary shares. The retired notes reduce this specific debt while introducing some equity dilution.
About $185.8 million principal of the same notes remains outstanding on unchanged terms, so this is a partial, targeted transaction rather than a full refinancing. Because the exchanges occurred via private placements under Section 4(a)(2), they were limited to a small group of institutional holders.
The net effect for investors is a modest shift from exchangeable debt toward common equity, with the overall impact depending on Seagate’s broader leverage and share base, which are not detailed in this excerpt.
8-K Event Classification
Key Figures
Key Terms
Exchangeable Senior Notes financial
private placements financial
Section 4(a)(2) regulatory
forward-looking statements regulatory
principal amount financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did Seagate (STX) announce in its May 2026 8-K?
How much of Seagate HDD’s 3.50% 2028 exchangeable notes remain after the exchanges?
Were Seagate’s May 2026 note exchanges registered with the SEC?
What consideration did noteholders receive in Seagate’s May 2026 exchanges?
When were Seagate’s 2028 exchangeable note exchanges priced and closed?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth under Item 8.01 is incorporated into this Item 3.02 by reference.
The Exchanges (as defined below) were conducted as private placements, and the aggregate of 2,023,124 ordinary shares issued in the Exchanges were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering.
| Item 7.01. | Regulation FD Disclosure. |
On May 28, 2026, Seagate Technology Holdings Public Limited Company (the “Company”) issued a press release relating to the closing of the Exchanges.
The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
On May 28, 2026, the Company issued a press release announcing the closing of a transaction the Company previously disclosed in a Current Report on the Form 8-K filed on May 21, 2026, whereby the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) to exchange (collectively, the “Exchanges”) $185.908 million principal amount of Notes for consideration consisting of an aggregate of $185.908 million in cash and 2,023,124 ordinary shares of the Company. The number of ordinary shares of the Company issued pursuant to the Exchanges was determined over the one trading day period beginning on, and including, May 21, 2026. The Exchanges were consummated on May 26-27, 2026.
A copy of the Company’s press release is furnished hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press release of Seagate Technology Holdings Public Limited Company, dated May 28, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 28, 2026 | SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Gianluca Romano | |||||
| Name: | Gianluca Romano | |||||
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
Exhibit 99.1
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Investor Relations Contact: Shanye Hudson, (510) 661-1600 shanye.hudson@seagate.com
Media Contact: Carrie Schafer, (303) 941-9470 Carrie.schafer@seagate.com |
Seagate Announces Closing of Exchanges with Holders of $185.908 Million Principal Amount of Exchangeable Notes
SINGAPORE — May 28, 2026 — Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “Company”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that on May 27, 2026, the Company closed the previously announced privately negotiated exchanges (the “exchanges”) of $185.908 million principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) for aggregate consideration consisting of $185.908 million in cash and approximately 2.02 million ordinary shares of Seagate stock. The number of ordinary shares of Seagate stock issued pursuant to the exchanges was determined over the one trading day period beginning on, and including, May 21, 2026. The exchanged notes have been retired. Approximately $185.8 million in aggregate principal amount of notes remain outstanding with terms unchanged.
The exchanges were conducted as private placements, and the shares of common stock issued in the exchanges were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities described above, nor will there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Seagate
Seagate (NASDAQ: STX) is a pioneer in mass-capacity data storage, accelerating ability to harness the full value of data. Our portfolio of advanced storage solutions helps hyperscale cloud providers, enterprises, and consumers protect, create and manage the data that powers their transformation and growth. For more than 45 years, Seagate has driven breakthrough innovations that bring sustainable, high-performance storage to the world at-scale.
© 2026 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could,” or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, performance or events to differ materially from historical experience and the Company’s present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest periodic report on Form 10-Q or Form 10-K filed with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.
Seagate General Information