Seagate EVP exercises 4,427 shares, withholds for tax

Seagate Technology Holdings plc EVP & CTO John Christopher Morris exercised performance-based equity and had shares withheld for taxes.

Rhea-AI Filing Summary

Seagate Technology Holdings plc EVP & CTO John Christopher Morris exercised performance-based equity and had shares withheld for taxes. On February 20, 2026, 4,427 Performance-Based Restricted Share Units were converted into 4,427 Ordinary Shares at $0.0000 per share, following the Compensation and People Committee’s January 24, 2026 determination that the performance conditions were met and vesting on February 20, 2026.

On the same date, 2,032 Ordinary Shares were disposed of at $411.1100 per share to cover tax obligations, leaving Morris with 16,806 Ordinary Shares held directly. A footnote also notes 161 Ordinary Shares previously acquired on January 31, 2026 under the Employee Stock Purchase Plan under an exemption.

Insider Trade Summary

4,427 shares exercised/converted

Exercise 3 txns

Insider Morris John Christopher

Role EVP & CTO

Type	Security	Shares	Price	Value
Exercise	Performance-Based Restricted Share Units	4,427	$0.00	$0.00
Exercise	Ordinary Shares	4,427	$0.00	$0.00
Exercise Price or Tax Liability	Ordinary Shares	2,032	$411.11	$835K

Holdings After Transaction: Performance-Based Restricted Share Units — 0 contracts (Direct); Ordinary Shares — 16,806 shares (Direct)

Footnotes (2)

1. F1. Includes 161 Ordinary Shares purchased by Reporting Person on January 31, 2026 under the Issuer's Employee Stock Purchase Plan. Such acquisition is exempt from reporting pursuant to Rule 16b-3 under the Securities Exchange Act of 1934.
2. F2. On January 24, 2026 the Compensation and People Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to the 4,427 Performance Share Units granted on February 20, 2024. The 4,427 Ordinary Shares vested on February 20, 2026.

FAQ

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

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

Seagate reported that EVP & CTO John Christopher Morris exercised 4,427 Performance-Based Restricted Share Units into Ordinary Shares, then had 2,032 shares withheld to satisfy tax obligations. After these transactions, he directly held 16,806 Ordinary Shares in Seagate.

How many Seagate (STX) shares did the EVP & CTO acquire through equity vesting?

Morris acquired 4,427 Ordinary Shares when performance-based units vested and were converted at no cash exercise price. These shares came from Performance Share Units granted on February 20, 2024 after the Compensation and People Committee confirmed performance conditions on January 24, 2026.

Why were 2,032 Seagate (STX) shares disposed of in this Form 4 filing?

The 2,032 Ordinary Shares were disposed of to pay tax liabilities related to the equity award. The filing labels this as a tax-withholding disposition at a price of $411.1100 per share, rather than an open-market sale initiated for investment purposes.

What is John Christopher Morris’s Seagate (STX) shareholding after these Form 4 transactions?

After exercising vested units and the related tax-withholding disposition, Morris directly holds 16,806 Ordinary Shares. This total reflects the 4,427 shares received from the performance-based award, reduced by 2,032 shares delivered to cover tax obligations on February 20, 2026.

What performance-based award triggered the new Seagate (STX) shares for the EVP & CTO?

The award was 4,427 Performance Share Units granted on February 20, 2024. On January 24, 2026, Seagate’s Compensation and People Committee determined the performance conditions were met, and the 4,427 Ordinary Shares vested on February 20, 2026, creating the reported acquisition.

Did the Seagate (STX) Form 4 mention other recent share acquisitions by the EVP & CTO?

Yes. A footnote states Morris acquired 161 Ordinary Shares on January 31, 2026 under Seagate’s Employee Stock Purchase Plan. This purchase is exempt from reporting requirements under Rule 16b-3, but the filing still notes it as part of his total holdings.

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

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Accepted by SEC EDGAR 02/23/2026 - 05:20 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 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)
02/20/2026

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	02/20/2026		M		4,427	A	$0	18,838(1)	D
Ordinary Shares	02/20/2026		F		2,032	D	$411.11	16,806	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
Performance-Based Restricted Share Units	$0	02/20/2026		M			4,427	(2)	(2)	Ordinary Shares	4,427	$0	0	D

Explanation of Responses:

1. Includes 161 Ordinary Shares purchased by Reporting Person on January 31, 2026 under the Issuer's Employee Stock Purchase Plan. Such acquisition is exempt from reporting pursuant to Rule 16b-3 under the Securities Exchange Act of 1934.

2. On January 24, 2026 the Compensation and People Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to the 4,427 Performance Share Units granted on February 20, 2024. The 4,427 Ordinary Shares vested on February 20, 2026.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for John C. Morris	02/23/2026
	** 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.