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Seagate Technology (NASDAQ: STX) discloses CTO RSU vesting and tax withholding

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Seagate Technology Holdings plc executive John C. Morris, EVP & CTO, reported equity compensation activity involving company ordinary shares and restricted share units. On 12/09/2025, RSUs granted under the Seagate Technology Holdings plc 2022 Equity Incentive Plan converted into ordinary shares in two transactions of 499 and 631 shares at an exercise price of $0 per share. In related transactions coded for tax withholding, 228 and 288 ordinary shares were disposed of at $282.86 per share to satisfy obligations. After these transactions, Morris directly beneficially owned 13,852 ordinary shares, and continued to hold additional RSUs subject to multi-year quarterly vesting schedules beginning on September 9, 2023 and September 9, 2025, conditioned on continuous employment.

Positive

  • None.

Negative

  • None.
Insider Morris John Christopher
Role EVP & CTO
Type Security Shares Price Value
Exercise Restricted Share Unit 499 $0.00 --
Exercise Restricted Share Unit 631 $0.00 --
Exercise Ordinary Shares 499 $0.00 --
Tax Withholding Ordinary Shares 228 $282.86 $64K
Exercise Ordinary Shares 631 $0.00 --
Tax Withholding Ordinary Shares 288 $282.86 $81K
Holdings After Transaction: Restricted Share Unit — 1,498 shares (Direct); Ordinary Shares — 13,737 shares (Direct)
Footnotes (1)
  1. Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "2022 Plan"). Subject to the Reporting Person's continuous employment, such RSUs vested as to one-quarter of the shares on September 9, 2023 and the remaining portion shall vest in equal quarterly installments over the following three years for a total vesting period of four years. Consists of a grant of RSUs awarded to the Reporting Person under the 2022 Plan. Subject to the Reporting Person's continuous employment one-quarter vested on September 9, 2025 and the remaining portion shall vest in equal quarterly installments over the following three years for a total vesting period of four years.
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).
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*
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)
12/09/2025
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 12/09/2025 M 499 A $0 13,737 D
Ordinary Shares 12/09/2025 F 228 D $282.86 13,509 D
Ordinary Shares 12/09/2025 M 631 A $0 14,140 D
Ordinary Shares 12/09/2025 F 288 D $282.86 13,852 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 12/09/2025 M 499 (1) (1) Ordinary Shares 499 $0 1,498 D
Restricted Share Unit $0 12/09/2025 M 631 (2) (2) Ordinary Shares 631 $0 6,948 D
Explanation of Responses:
1. Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "2022 Plan"). Subject to the Reporting Person's continuous employment, such RSUs vested as to one-quarter of the shares on September 9, 2023 and the remaining portion shall vest in equal quarterly installments over the following three years for a total vesting period of four years.
2. Consists of a grant of RSUs awarded to the Reporting Person under the 2022 Plan. Subject to the Reporting Person's continuous employment one-quarter vested on September 9, 2025 and the remaining portion shall vest in equal quarterly installments over the following three years for a total vesting period of four years.
Remarks:
/s/ Louis J. Thorson, Attorney-in-Fact for John C. Morris 12/11/2025
** 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 insider equity activity did Seagate Technology (STX) report for John C. Morris?

The EVP & CTO, John C. Morris, reported equity compensation activity on 12/09/2025 involving the vesting of restricted share units (RSUs) into ordinary shares and related share dispositions to cover tax obligations, all under Seagate Technology Holdings plc’s 2022 Equity Incentive Plan.

How many Seagate (STX) ordinary shares does John C. Morris own after the reported transactions?

Following the reported transactions on 12/09/2025, John C. Morris directly beneficially owned 13,852 ordinary shares of Seagate Technology Holdings plc.

Were any Seagate (STX) shares disposed of to cover taxes in this insider report?

Yes. On 12/09/2025, the filing reports two dispositions of Seagate ordinary shares coded for tax withholding: 228 shares and 288 shares, each at a transaction price of $282.86 per share.

Under what plan were the Seagate (STX) RSUs granted to John C. Morris and how do they vest?

The RSUs were granted under the Seagate Technology Holdings plc 2022 Equity Incentive Plan. One grant vests over four years with one-quarter vesting on September 9, 2023 and the remainder in equal quarterly installments over the following three years. A second grant follows a similar four-year schedule, with one-quarter vesting on September 9, 2025 and the balance vesting quarterly thereafter, in each case subject to continuous employment.

What derivative holdings does John C. Morris retain after the reported Seagate (STX) RSU transactions?

After the 12/09/2025 RSU conversions, the report shows that John C. Morris continued to beneficially own RSUs representing 1,498 and 6,948 units under the 2022 Equity Incentive Plan, each linked to Seagate ordinary shares and subject to their stated vesting schedules.