Seagate CTO sells 492.75 shares to cover taxes

Seagate’s EVP & CTO had RSUs vest and a small portion of resulting shares sold under an issuer‑mandated tax sell‑to‑cover arrangement.

Rhea-AI Filing Summary

Seagate Technology Holdings plc (STX) reported that EVP & CTO John Christopher Morris had restricted share units convert into ordinary shares and then sold a portion of those shares to cover taxes. On September 11, 2026, 942 RSUs converted into 942 ordinary shares, and on September 14, 2026, 492.75 ordinary shares were sold in an issuer-mandated sell-to-cover transaction tied solely to tax withholding obligations. Following the RSU conversion, 3,768 restricted share units remain outstanding under the company’s 2022 Equity Incentive Plan.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Morris John Christopher

Role EVP & CTO

Sold 492.75 shs ($385K)

Approx. gross sale proceeds $385K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1	492.75	$781.2325	$385K
Exercise	Restricted Share Unit F2	942	$0.00	$0.00
Exercise	Ordinary Shares	942	$0.00	$0.00

Holdings After Transaction: Restricted Share Unit — 3,768 contracts (Direct); Ordinary Shares — 16,467.75 shares (Direct)

Footnotes (2)

1. F1. Represents sales made pursuant to Issuer mandated sell-to-cover solely to satisfy tax withholding obligations.
2. F2. Consists of a grant of restricted share unit awarded to the reporting person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan. One-quarter of the shares vested on September 11, 2024 and the remaining portion shall vest in equal quarterly installments over the following three years for a total vesting period of four years.

Key Figures

Shares sold: 492.75 ordinary shares Sale price per share: $781.2325 per share RSUs converted: 942 restricted share units +3 more

6 metrics

Shares sold 492.75 ordinary shares Issuer-mandated sell-to-cover transaction on September 14, 2026

Sale price per share $781.2325 per share Ordinary share sale on September 14, 2026

RSUs converted 942 restricted share units Converted into 942 ordinary shares on September 11, 2026

RSU conversion price $0.00 per share Exercise or conversion of RSUs into ordinary shares

RSUs remaining 3,768 restricted share units RSUs held by reporting person following the September 11, 2026 conversion

Initial RSU grant vesting 25.0% One-quarter vested on September 11, 2024 under four-year schedule

Key Terms

issuer mandated sell-to-cover, Restricted Share Unit, Equity Incentive Plan

3 terms

issuer mandated sell-to-cover financial

"Represents sales made pursuant to Issuer mandated sell-to-cover solely"

Restricted Share Unit financial

"Consists of a grant of restricted share unit awarded to the reporting"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

Equity Incentive Plan financial

"under the Seagate Technology Holdings plc 2022 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Seagate (STX) disclose for EVP & CTO John Christopher Morris?

Seagate disclosed that John Christopher Morris had 942 restricted share units convert into 942 ordinary shares on September 11, 2026, and that 492.75 of those ordinary shares were sold on September 14, 2026 in an issuer-mandated transaction to cover tax withholding obligations.

How many Seagate (STX) shares did the EVP & CTO sell and at what price?

John Christopher Morris sold 492.75 ordinary shares of Seagate at a reported price of $781.2325 per share on September 14, 2026. The filing states these were issuer-mandated sell-to-cover transactions solely to satisfy tax withholding obligations.

Were the Seagate (STX) insider sales made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmatively adopted trading plan, and the footnote explains the sales were issuer-mandated sell-to-cover transactions carried out solely to satisfy tax withholding obligations related to equity vesting.

What RSU activity did Seagate (STX) report for its EVP & CTO?

Seagate reported that 942 restricted share units granted under the 2022 Equity Incentive Plan converted into 942 ordinary shares on September 11, 2026, at a conversion price of $0.00 per share, leaving 3,768 RSUs still outstanding for the reporting person.

What is the vesting schedule for the Seagate (STX) RSU grant mentioned?

The RSU grant vests over four years: one-quarter of the shares vested on September 11, 2024, and the remaining portion is scheduled to vest in equal quarterly installments over the following three years, according to the terms of the Seagate Technology Holdings plc 2022 Equity Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 04:16 PM Accepted by SEC EDGAR 09/15/2026 - 04:15 PM Learn about SEC filing dates

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 CALIFORNIA 94538

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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

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

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

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	09/11/2026		M		942	A	$0	16,960.5	D
Ordinary Shares	09/14/2026		S		492.75(1)	D	$781.2325	16,467.75	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	09/11/2026		M			942	(2)	(2)	Ordinary Shares	942	$0	3,768	D

Explanation of Responses:

1. Represents sales made pursuant to Issuer mandated sell-to-cover solely to satisfy tax withholding obligations.

2. Consists of a grant of restricted share unit awarded to the reporting person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan. One-quarter of the shares vested on September 11, 2024 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	09/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)