Seagate to exchange $500M 2028 notes for $503.4M cash + shares

Seagate Technology Holdings (STX) announced privately negotiated exchanges of Seagate HDD Cayman’s 3.50% Exchangeable Senior Notes due 2028.

Rhea-AI Filing Summary

Seagate Technology Holdings (STX) announced privately negotiated exchanges of Seagate HDD Cayman’s 3.50% Exchangeable Senior Notes due 2028. The company agreed to exchange $500 million principal amount of notes for consideration consisting of approximately $503.4 million in cash and a number of ordinary shares to be determined over a one trading day period beginning on November 5, 2025. The exchanges are expected to close on or about November 10, 2025.

The exchanges will be conducted as private placements under Section 4(a)(2) of the Securities Act. Seagate also furnished a related press release. This transaction reduces outstanding 2028 exchangeable debt while using cash and issuing shares as consideration.

Insights

Capital Structure Analyst

Debt reduction via private exchanges using cash plus equity.

Seagate plans to exchange $500 million principal of 3.50% notes due 2028 for a mix of approximately $503.4 million in cash and ordinary shares. The share count will be set over a one trading day period beginning on November 5, 2025, which fixes equity consideration to market pricing during that window.

The move reduces 2028 exchangeable debt and related interest obligations, offset by an immediate cash outlay and potential dilution from new shares issued. Because the exchanges are private placements under Section 4(a)(2), they proceed outside a public offering framework.

Closing is expected on or about November 10, 2025, subject to completion as described. Actual impact will depend on the final share number determined during the pricing day.

8-K Event Classification

4 items: 3.02, 7.01, 8.01, 9.01

4 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did Seagate (STX) announce regarding its 2028 notes?

Seagate agreed to privately exchange $500 million principal of 3.50% Exchangeable Senior Notes due 2028 for approximately $503.4 million in cash plus ordinary shares.

How will the number of Seagate shares be determined in the exchanges?

The number of ordinary shares will be determined over a one trading day period beginning on November 5, 2025.

When are the exchanges expected to close for Seagate (STX)?

The exchanges are expected to be consummated on or about November 10, 2025.

Under what exemption are the Seagate exchanges being conducted?

They are private placements under Section 4(a)(2) of the Securities Act, in transactions not involving any public offering.

Which Seagate entity issued the notes being exchanged?

The notes were issued by Seagate HDD Cayman, a subsidiary of the company.

What is the interest rate and maturity of the Seagate notes involved?

The notes carry a 3.50% coupon and are due in 2028.

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

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Accepted by SEC EDGAR 11/05/2025 - 07:49 AM Learn about SEC filing dates

Seagate Technology Holdings plc false 0001137789 0001137789 2025-11-04 2025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2025

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland		001-31560		98-1597419
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

121 Woodlands Avenue 5, Singapore		739009
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (65) 6018-2562

N/A

(Former name or former address, if changed since last report)

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)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per share		STX		The NASDAQ Global Select Market

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).

Emerging growth company ☐

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) are being conducted as private placements, and any ordinary shares to be issued in the Exchanges will be 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 November 5, 2025, Seagate Technology Holdings Public Limited Company (the “Company”) issued a press release relating to the Exchanges. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

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 November 4, 2025, 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”) $500 million principal amount of Notes for consideration consisting of an aggregate of approximately $503.4 million in cash and a number of ordinary shares of the Company to be determined over a one trading day period beginning on, and including, November 5, 2025. The Exchanges are expected to be consummated on or about November 10, 2025.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Form of Exchange Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this Form 8-K other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the terms and conditions of, and completion of, the Exchanges. The Company cannot assure that the exchanges will be consummated, nor can it guarantee the size or terms of the exchanges. 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 Form 8-K 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 U.S. Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this Form 8-K, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Exchange Agreement
99.1		Press release of Seagate Technology Holdings Public Limited Company, dated November 5, 2025
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: November 5, 2025				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)