[Form 4] Seagate Technology Holdings PLC Insider Trading Activity

Rhea-AI Filing Summary

James C. Lee, EVP & CLO of Seagate Technology Holdings plc (STX) received equity awards on 08/20/2025: a non-qualified stock option for 16,128 ordinary shares with an exercise price of $158.40 and an expiration date of 08/20/2032, and restricted share units (RSUs) totaling 13,456 ordinary shares across three grants (6,048; 5,698; 1,710). Following these grants, Mr. Lee beneficially owns 16,128 shares underlying the option and 13,456 RSUs, all reported as direct ownership. The option and one RSU grant vest over four years with 25% vesting on 08/20/2026 and remaining portions vesting monthly or quarterly per the plan; a separate RSU grant vests 100% on 08/20/2026. The form was signed by an attorney-in-fact on 08/22/2025.

Insights

Compensation Specialist

TL;DR: Equity grants align executive pay with long-term performance via multi-year vesting; no sales or disposals reported.

The grants comprise a standard NQ stock option and multiple RSU awards under the 2022 Equity Incentive Plan, with vesting schedules that promote retention through August 2026 and beyond. The option exercise price of $158.40 establishes the strike for potential future equity upside. All reported holdings are direct and no dispositions were disclosed, so immediate dilution or insider selling impact is not evident from this filing.

Corporate Governance Analyst

TL;DR: This Form 4 documents routine executive equity grants rather than material corporate actions.

The disclosure shows grants intended for retention and incentive alignment rather than compensation changes or transactions that transfer shares out of insider control. Vesting terms are explicitly tied to continued employment, and the filing includes the attorney-in-fact signature dated 08/22/2025, satisfying Section 16 reporting requirements. No governance concerns or unusual terms are apparent from the text provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lee James CI

(Last) (First) (Middle)

SEAGATE TECHNOLOGY PLC

47488 KATO ROAD

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seagate Technology Holdings plc [ STX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CLO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
NQ Stock Option	$158.4	08/20/2025		A		16,128		(1)	08/20/2032	Ordinary Shares	16,128	$0	16,128	D
Restricted Share Unit	$0	08/20/2025		A		6,048		(2)	(2)	Ordinary Shares	6,048	$0	6,048	D
Restricted Share Unit	$0	08/20/2025		A		5,698		(3)	(3)	Ordinary Shares	5,698	$0	5,698	D
Restricted Share Unit	$0	08/20/2025		A		1,710		(3)	(3)	Ordinary Shares	1,710	$0	1,710	D

Explanation of Responses:

1. Options granted to the Reporting Person under the Seagate Technology plc 2022 Equity Incentive Plan the ("Plan") are subject to a four-year vesting schedule. Subject to continuous employment, 25% shall vest on August 20, 2026 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.

2. Consists of a grant of Restricted Share Unit (RSU) awarded to the Reporting Person under the Plan, subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on August 20, 2026 and then in equal quarterly installments thereafter.

3. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, 100% of such RSUs will vest on the first anniversary of the grant date, August 20, 2026.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-fact for James C. Lee	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did James C. Lee (STX) receive on 08/20/2025?

He received a non-qualified stock option for 16,128 shares (exercise price $158.40, expires 08/20/2032) and RSUs totaling 13,456 ordinary shares across three grants.

When do the awards to James C. Lee vest?

Vesting varies: The option and one RSU grant vest 25% on 08/20/2026 with remaining vesting monthly or quarterly over three years; one RSU grant vests 100% on 08/20/2026.

Does this Form 4 report any share sales by the insider?

No. The filing reports only acquisitions (options and RSUs); no dispositions are listed.

How many shares does James C. Lee beneficially own following the transactions?

Reported beneficial ownership following the transactions is 16,128 shares underlying the option and 13,456 shares from RSUs, all reported as direct ownership.

Who signed the Form 4 and when was it filed?

The form was signed by Louis J. Thorson as attorney-in-fact for James C. Lee on 08/22/2025.