STX completes private exchanges of 2028 notes with cash and shares

Rhea-AI Filing Summary

Seagate Technology Holdings plc announced the closing of privately negotiated exchanges of Seagate HDD Cayman’s 3.50% Exchangeable Senior Notes due 2028. The Company exchanged $500 million principal amount of notes for consideration consisting of approximately $503.4 million in cash and 4,313,941 ordinary shares.

The exchanges were conducted as private placements under Section 4(a)(2) and were consummated on November 10, 2025 and November 12, 2025. A press release regarding the closing was issued on November 13, 2025. The Company states that an aggregate of 4,313,941 ordinary shares were issued in the exchanges.

Insights

Capital structure strategist

Seagate swapped debt for cash plus shares in private exchanges.

Seagate completed privately negotiated exchanges of its subsidiary’s 3.50% Exchangeable Senior Notes due 2028. The transaction covered $500 million principal amount, with holders receiving approximately $503.4 million in cash and 4,313,941 shares of ordinary stock as consideration.

Because the exchanges were conducted under Section 4(a)(2), the share issuance occurred via private placement rather than a public offering. The activity closed on November 10, 2025 and November 12, 2025, indicating the terms were set around the November 5, 2025 pricing window specified for determining shares.

From a mechanics perspective, this mixes a cash outlay with equity issuance to address outstanding notes. Actual effects on leverage and share count will track the $500 million principal exchanged and the 4,313,941 shares issued; further disclosures may detail any remaining notes and future actions.

Seagate Technology Holdings plc false 0001137789 0001137789 2025-11-10 2025-11-10

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 10, 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) were conducted as private placements, and the aggregate of 4,313,941 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 November 13, 2025, 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 November 13, 2025, 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 November 5, 2025, 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”) $500 million principal amount of Notes for consideration consisting of an aggregate of approximately $503.4 million in cash and 4,313,941 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, November 5, 2025. The Exchanges were consummated on November 10, 2025 and November 12, 2025.

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 November 13, 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 13, 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)

FAQ

What did STX announce in its 8-K?

Seagate completed privately negotiated exchanges of Seagate HDD Cayman’s 3.50% Exchangeable Senior Notes due 2028 covering $500 million principal.

How was the consideration structured for the exchanges at STX?

Holders received approximately $503.4 million in cash and 4,313,941 ordinary shares of Seagate Technology Holdings.

When did Seagate complete the exchanges?

The exchanges were consummated on November 10, 2025 and November 12, 2025.

Under what exemption were the shares issued by STX?

The share issuance was conducted as private placements under Section 4(a)(2) of the Securities Act.

Which Seagate entity’s notes were involved?

The exchanges involved Seagate HDD Cayman’s 3.50% Exchangeable Senior Notes due 2028.

Did STX issue a press release about the transaction?

Yes. Seagate issued a press release on November 13, 2025 regarding the closing of the exchanges.