Seagate settles $150.7M 2028 exchangeable notes
Seagate and its subsidiary have fully settled the remaining $150.7 million tranche of 3.50% Exchangeable Senior Notes due 2028 with a mix of cash and shares.
Rhea-AI Filing Summary
Seagate Technology Holdings plc (STX) and its subsidiary Seagate HDD Cayman completed the settlement of all remaining 3.50% Exchangeable Senior Notes due 2028 with an outstanding principal amount of approximately $150.7 million. On September 8, 2026, Seagate HDD redeemed notes not exchanged for cash equal to principal plus accrued and unpaid interest to, but excluding, the redemption date. Notes submitted for exchange by September 3, 2026 had principal paid in cash and the excess exchange value settled in Seagate ordinary shares. In total on the redemption date, Seagate HDD paid approximately $150.97 million in cash and delivered 1,647,862 ordinary shares of Seagate to settle its obligations, with the share issuance relying on the Section 3(a)(9) exemption under the Securities Act of 1933.
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Exchangeable Senior Notes financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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).
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.
On September 8, 2026, Seagate Technology Holdings plc (the “Company” or “Seagate”) issued, and Seagate HDD Cayman (the “Issuer” or “Seagate HDD”), a subsidiary of Seagate, delivered 1,647,862 ordinary shares of Seagate, par value $0.00001 per share (the “Ordinary Shares”) to settle exchanges of $150.51 million aggregate principal amount of the Issuer’s outstanding 3.50% Exchangeable Senior Notes due 2028 (the “Notes”). The Ordinary Shares were issued and delivered in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933.
| Item 7.01. | Regulation FD Disclosure. |
On September 9, 2026, Seagate issued a press release regarding the Redemption (described below), a copy of which is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 (including Exhibit 99.1 hereto) 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
As previously disclosed, on June 11, 2026, Seagate HDD issued a notice (the “Redemption Notice”) to holders of the Notes calling for redemption (the “Redemption”) of all approximately $150.7 million principal amount of outstanding Notes.
On September 8, 2026 (the “Redemption Date”), all then-outstanding Notes that were called for Redemption and were not submitted for exchange were redeemed for cash at a price (the “Redemption Price”) equal to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date. Additionally, all then-outstanding Notes that were submitted for exchange prior to 5:00 p.m. (New York City time) on September 3, 2026 were exchanged on the Redemption Date, with the principal paid in cash and the remainder of Seagate HDD’s exchange obligations in excess of the principal amount for Notes exchanged settled by delivering Ordinary Shares, together with cash, if applicable, in lieu of delivering any fractional Ordinary Shares.
On the Redemption Date, Seagate HDD paid approximately $150.97 million in cash (including cash paid in lieu of fractional Ordinary Shares) and delivered 1,647,862 Ordinary Shares, each as further described above, to settle its obligations with respect to the Notes.
Forward Looking Statements
This Form 8-K 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 include, among other things, statements about the planned redemption of the notes. 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release of Seagate Technology Holdings Public Limited Company, dated September 9, 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: September 9, 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 Completes Redemption of Exchangeable Notes
SINGAPORE — September 9, 2026 — Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “Company”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that Seagate HDD has settled all redemptions and exchanges of the remaining approximately $150.7 million principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”).
On September 8, 2026 (the “redemption date”), all then-outstanding notes that were called for redemption and were not submitted for exchange were redeemed for cash at a price (the “redemption price”) equal to the principal amount of such notes plus accrued and unpaid interest on such notes to, but excluding, the redemption date. Additionally, all then-outstanding notes that were submitted for exchange prior to 5:00 p.m. (New York City time) on September 3, 2026 were exchanged on the redemption date, with the principal paid in cash and the remainder of Seagate HDD’s exchange obligations in excess of the principal amount for notes exchanged settled by delivering ordinary shares of Seagate, par value $0.00001 per share (the “ordinary shares”), together with cash, if applicable, in lieu of delivering any fractional ordinary shares. On the redemption date, Seagate HDD paid approximately $150.97 million in cash (including cash paid in lieu of fractional ordinary shares) and delivered 1,647,862 ordinary shares to settle its obligations with respect to the notes.
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 include, among other things, statements about the planned redemption of the notes. 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.