Seagate (NASDAQ: STX) retires $600M notes in cash-and-stock deal

Rhea-AI Filing Summary

Seagate Technology Holdings plc completed privately negotiated exchanges of $600 million principal amount of Seagate HDD Cayman 3.50% Exchangeable Senior Notes due 2028. Noteholders received aggregate consideration of about $599.2 million in cash and approximately 5.95 million ordinary shares of Seagate stock.

The exchanged notes have been retired, and about $400 million principal amount of notes remain outstanding with terms unchanged. The exchanges were conducted as private placements under Section 4(a)(2) of the Securities Act, meaning the new shares were issued in transactions not involving a public offering.

Insights

Credit and capital structure analyst

Seagate exchanged $600M of 2028 notes for cash plus shares, trimming debt while adding equity.

Seagate and its subsidiary Seagate HDD Cayman exchanged $600 million of 3.50% Exchangeable Senior Notes due 2028 for roughly $599.2 million in cash and about 5.95 million ordinary shares. The exchanged notes were retired, leaving about $400 million principal amount outstanding on the same terms.

This transaction shifts part of the capital structure from debt to equity and uses a sizeable cash outlay. The balance between lower future interest expense, reduced refinancing risk, and added share count will matter, but the filing does not quantify Seagate’s overall debt load or share base for context.

Seagate Technology Holdings plc false 0001137789 0001137789 2026-02-17 2026-02-17

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): February 17, 2026

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)

		739009
121 Woodlands Avenue 5,
Singapore
(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) were conducted as private placements, and the aggregate of 5,952,309 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 February 19, 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 February 19, 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 February 12, 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”) $600 million principal amount of Notes for consideration consisting of an aggregate of approximately $599.2 million in cash and 5,952,309 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, February 12, 2026. The Exchanges were consummated on February 17-19, 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 February 19, 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: February 19, 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

Investor Relations Contact:

Shanye Hudson, (510) 661-1600

shanye.hudson@seagate.com

Media Contact:

Karin Taylor, (408) 772-8279

karin.h.taylor@seagate.com

Seagate Announces Closing of Exchanges with Holders of $600 Million Principal Amount of Exchangeable Notes

SINGAPORE — February 19, 2026 — Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “Company”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that on February 19, 2026, the Company closed the previously announced privately negotiated exchanges (the “exchanges”) of $600 million principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) for aggregate consideration consisting of approximately $599.2 million in cash and approximately 5.95 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, February 12, 2026. The exchanged notes have been retired. Approximately $400 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 Technology is a leading innovator of mass-capacity data storage. We create breakthrough technology so you can confidently store your data and easily unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud.

^© 2025 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

FAQ

What transaction did Seagate (STX) announce in this Form 8-K?

Seagate announced privately negotiated exchanges of $600 million principal amount of Seagate HDD Cayman 3.50% Exchangeable Senior Notes due 2028 for cash and shares, closing the exchanges and retiring the tendered notes as of February 19, 2026.

How much cash and equity did Seagate pay in the exchanges?

Noteholders received aggregate consideration of about $599.2 million in cash plus approximately 5.95 million ordinary shares of Seagate stock. This mix of cash and equity reduced the exchanged debt while increasing the company’s outstanding share count through privately placed stock.

How many Seagate 3.50% exchangeable notes remain outstanding after the deal?

After retiring the exchanged notes, approximately $400 million in aggregate principal amount of Seagate HDD Cayman 3.50% Exchangeable Senior Notes due 2028 remains outstanding. The remaining notes continue under their existing terms, with no changes disclosed in this transaction.

Were the new Seagate shares issued in a public offering?

No. The shares issued in the exchanges were part of private placements conducted under Section 4(a)(2) of the Securities Act. This exemption covers transactions not involving any public offering, so the exchanged shares were not sold through a registered public issuance.

Does this Seagate (STX) transaction affect the notes’ terms for remaining holders?

For the approximately $400 million principal amount of notes that remain outstanding, the filing states their terms are unchanged. Only the exchanged notes were retired; the remaining securities continue under the original 3.50% Exchangeable Senior Notes due 2028 documentation.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 6.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB