Seagate (NASDAQ: STX) CTO gains shares through RSU vesting event

Rhea-AI Filing Summary

Seagate Technology Holdings plc EVP & CTO John Christopher Morris exercised restricted share units into 942 ordinary shares as part of an equity award under the company’s 2022 Equity Incentive Plan. The award vests over four years, with quarterly installments following an initial vesting on September 11, 2024.

To cover tax obligations from this vesting event, 430 ordinary shares were withheld and disposed of at a price of 385.97 per share. After these routine compensation-related transactions, Morris directly holds 17,692 ordinary shares and 5,652 restricted share units.

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

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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^*

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)
03/11/2026

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	03/11/2026		M		942	A	$0	18,122	D
Ordinary Shares	03/11/2026		F		430	D	$385.97	17,692	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	03/11/2026		M			942	(1)	(1)	Ordinary Shares	942	$0	5,652	D

Explanation of Responses:

1. Consists of a grant of restricted share unit awarded to the reporting person under the Seagate Technology Holdings 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.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for John C. Morris	03/12/2026
	** 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.
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FAQ

What insider transaction did Seagate (STX) report for EVP & CTO John Christopher Morris?

Seagate reported that EVP & CTO John Christopher Morris exercised restricted share units into 942 ordinary shares. The transaction reflects scheduled vesting under the 2022 Equity Incentive Plan, with part of the vested shares used to satisfy associated tax obligations.

How many Seagate (STX) shares were withheld for taxes in this insider transaction?

In this transaction, 430 Seagate ordinary shares were withheld and disposed of to cover tax liabilities. These shares were valued at 385.97 per share, reflecting a routine tax-withholding mechanism tied to the vesting of equity compensation.

How many Seagate (STX) shares does EVP & CTO John Christopher Morris hold after the transaction?

Following the reported transactions, John Christopher Morris holds 17,692 Seagate ordinary shares directly. He also retains 5,652 restricted share units, which represent additional potential ordinary shares subject to continued employment and future vesting conditions.

What is the structure of the Seagate (STX) restricted share unit grant to John Christopher Morris?

The restricted share unit grant to Morris under Seagate’s 2022 Equity Incentive Plan vests over four years. One-quarter vested on September 11, 2024, with the remaining units vesting in equal quarterly installments over the subsequent three years, contingent on continuous employment.

Was the Seagate (STX) insider transaction an open-market purchase or sale?

The reported activity was not an open-market trade. It involved exercising restricted share units into ordinary shares and a related tax-withholding disposition, where 430 shares were delivered to cover tax obligations arising from the vesting of equity compensation.

What does the tax-withholding disposition mean in the Seagate (STX) Form 4 filing?

The tax-withholding disposition means some newly vested shares were surrendered to satisfy tax liabilities. In this case, 430 ordinary shares were delivered at 385.97 per share, a common non-market mechanism used when equity awards vest for company executives.