[Form 4] Seagate Technology Holdings plc Insider Trading Activity

Rhea-AI Filing Summary

Seagate Technology Holdings plc (STX) insider report for John C. Morris shows multiple transactions in September 2025 under an existing Rule 10b5-1 plan and equity awards vesting. On 09/11/2025 the reporting person acquired 941 ordinary shares via restricted share units and on 09/14/2025 6,935 performance-based restricted share units vested and were acquired. Concurrently, the reporting person sold multiple blocks of ordinary shares across 09/11/2025 and 09/12/2025 at weighted average prices ranging roughly from $193.33 to $198.22, with several specific weighted-average prices disclosed.

The Form 4 discloses that many sales on 09/11/2025 were executed pursuant to a Rule 10b5-1 trading plan adopted June 1, 2025. Following the reported transactions, beneficial ownership declined from 25,620 shares before sales to 13,615 shares after the final reported sale on 09/14/2025, with derivative holdings shown for vested units totaling 7,535 RSUs.

Positive

• Performance-based equity vested: 6,935 Performance Share Units vested on 09/14/2025, converting to ordinary shares.
• Use of documented trading plan: Sales on 09/11/2025 were executed under a Rule 10b5-1 plan adopted 06/01/2025, indicating pre-established disposition rules.
• Disclosure of weighted-average prices ranges: Filings include weighted-average sale prices and offer to provide transaction-level details on request.

Negative

• Material reduction in insider ownership: Direct beneficial ownership decreased from 25,620 shares to 13,615 shares after reported transactions.
• Significant share sales: Multiple sell transactions between 09/11/2025 and 09/12/2025 totaling several thousand shares at prices around $193–$198.

Insights

Securities Analyst

TL;DR: Insider sales under a 10b5-1 plan reduced holdings while performance-based RSUs vested, both routine but material to insider ownership levels.

The filing documents multiple market sales executed under a Rule 10b5-1 plan and the vesting of performance-based and restricted share units. Sales occurred across 09/11/2025–09/12/2025 at weighted-average prices disclosed between approximately $193 and $198, reducing direct beneficial ownership from 25,620 to 13,615 ordinary shares. Simultaneously, 6,935 performance-based RSUs vested on 09/14/2025, increasing derivative-turned-ordinary share count. For investors, the form signals a meaningful change in this insider's net share position but reflects planned dispositions and standard compensation realization rather than an unscheduled transaction.

Corporate Governance Expert

TL;DR: Transactions appear compliant and documented: 10b5-1 plan usage and Compensation Committee vesting determination are disclosed.

The Form 4 includes explicit disclosures that sales were made pursuant to a Rule 10b5-1 trading plan adopted on June 1, 2025, and that the Compensation Committee certified performance conditions for a portion of 2022 Performance Share Units. The filing provides weighted-average sale prices and offers to provide trade-level details upon request, which supports regulatory transparency. There is no indication in the form of amendments, errata, or withheld material information in the sections 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Morris John Christopher

(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 & CTO

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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
Ordinary Shares	09/11/2025		M		941	A	$0	25,620	D
Ordinary Shares	09/11/2025		F		430	D	$196.81	25,190	D
Ordinary Shares	09/12/2025		S		1,812(1)	D	$193.9237(2)	23,378	D
Ordinary Shares	09/12/2025		S		4,200	D	$194.9369(3)	19,178	D
Ordinary Shares	09/12/2025		S		5,081	D	$195.9627(4)	14,097	D
Ordinary Shares	09/12/2025		S		2,954	D	$196.999(5)	11,143	D
Ordinary Shares	09/12/2025		S		1,300	D	$197.8492(6)	9,843	D
Ordinary Shares	09/14/2025		M		6,935	A	$0	16,778	D
Ordinary Shares	09/14/2025		F		3,163	D	$195.99	13,615	D

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
Restricted Share Unit	$0	09/11/2025		M			941	(7)	(7)	Ordinary Shares	941	$0	7,535	D
Performance-Based Restricted Share Units	$0	09/14/2025		A		6,935		(8)	(8)	Ordinary Shares	6,935	$0	6,935	D
Performance-Based Restricted Share Units	$0	09/14/2025		M			6,935	(8)	(8)	Ordinary Shares	6,935	$0	0	D

Explanation of Responses:

1. All sales of Ordinary Shares reported herein were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 1, 2025.

2. These Ordinary Shares were sold in multiple trades at prices ranging from $193.33 to $194.28. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

3. These Ordinary Shares were sold in multiple trades at prices ranging from $194.40 to $195.38. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. These Ordinary Shares were sold in multiple trades at prices ranging from $195.42 to $196.41. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

5. These Ordinary Shares were sold in multiple trades at prices ranging from $196.44 to $197.33. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

6. These Ordinary Shares were sold in multiple trades at prices ranging from $197.54 to $198.22. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

7. Consists of a grant of restricted share units awarded to the reporting person under the Seagate Technology plc 2022 Equity Incentive Plan. Subject to the Reporting Person's continuous employment, one-quarter vested starting on September 11, 2024 and then in equal quarterly installments over the following three years for a total vesting period of four years.

8. On September 14, 2025, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to 6,935 of the 7,985 Performance Share Units granted on September 9, 2022. The 6,935 Ordinary Shares vested on September 14, 2025.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for John C. Morris	09/15/2025
	** 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 transactions did John C. Morris report on Form 4 for STX?

Answer: The Form 4 reports acquisitions of restricted share units (941 on 09/11/2025) and the vesting of 6,935 performance-based RSUs on 09/14/2025, plus multiple share sales on 09/11/2025–09/12/2025.

Were the insider sales executed under a 10b5-1 trading plan?

Answer: Yes. The filing states that all sales reported on 09/11/2025 were made pursuant to a Rule 10b5-1 trading plan adopted on 06/01/2025.

How did the reported transactions affect Morris’s beneficial ownership of STX shares?

Answer: Beneficial ownership reported following transactions declined from 25,620 shares to 13,615 shares across the reported activity.

What sale prices are disclosed in the Form 4?

Answer: The Form 4 discloses weighted-average sale prices and price ranges for blocks sold, with reported weighted averages around $193.9237, $194.9369, $195.9627, $196.999, $197.8492, and ranges from $193.33 to $198.22.

Did any performance conditions affect the equity reported?

Answer: Yes. The Compensation Committee determined that performance conditions were met for 6,935 of 7,985 Performance Share Units granted on 09/09/2022, leading to vesting on 09/14/2025.