[Form 4] Seagate Technology Holdings plc Insider Trading Activity

Rhea-AI Filing Summary

Seagate Technology Holdings plc (STX): This Form 4 reports insider transactions by Ban Seng Teh, EVP & Chief Commercial Officer. On 09/11/2025 the reporting person acquired a mix of restricted share units and non-qualified options that vested or were exercised (989 RSUs; 533 NQ options at $68.83; 313 NQ options at $87.34; 879 NQ options at $64.31) and sold 3,732 ordinary shares at $193.30, leaving 4,172 shares owned after that sale. On 09/14/2025 the Compensation Committee certified performance conditions and 13,869 performance-based restricted share units vested and were acquired. A Rule 10b5-1 trading plan, adopted October 31, 2024, governed the option exercises and the sale.

Positive

• 13,869 performance-based RSUs vested on 09/14/2025, converting to ordinary shares after the Compensation Committee confirmed performance conditions
• Disclosed use of a Rule 10b5-1 trading plan (adopted 10/31/2024) for option exercises and the sale, indicating preplanned and documented trading
• Receipt of time-based and performance-based equity (989 RSUs and multiple NQ options), reflecting continued alignment of executive pay with shareholder value

Negative

• Sale of 3,732 ordinary shares at $193.30 reduced the reporting person's immediate shareholding, leaving 4,172 shares after that sale

Insights

Financial Analyst

TL;DR: Insider received substantial equity vesting while executing a preplanned sale; transactions appear routine compensation-related activity.

The reporting shows material equity accrual for an executive: 13,869 performance-based RSUs vested and 989 time-based RSUs were recorded, increasing share ownership through compensation rather than open-market purchases. The sale of 3,732 shares at $193.30 was executed under a disclosed Rule 10b5-1 plan, indicating a prearranged disposition rather than opportunistic trading. These movements change the executive's immediate share count but do not by themselves signal new strategic information about Seagate's operations or outlook.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive compensation vesting and a Rule 10b5-1 sale; governance disclosure appears compliant and transparent.

Key governance points: the Compensation Committee certified performance conditions for PSUs and the filer disclosed use of a Rule 10b5-1 trading plan for exercises and the sale, which supports procedural compliance. The mix of vested PSUs, RSUs and option activity is consistent with multi-year executive incentive structures. No departures from normal disclosure practices are evident in the filing text 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^*

Teh Ban Seng

(Last) (First) (Middle)

SEAGATE TECHNOLOGY HOLDINGS 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 & Chief Commercial Officer

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		989	A	$0	6,179	D
Ordinary Shares	09/11/2025		M		533(1)	A	$68.83	6,712	D
Ordinary Shares	09/11/2025		M		313	A	$87.34	7,025	D
Ordinary Shares	09/11/2025		M		879	A	$64.31	7,904	D
Ordinary Shares	09/11/2025		S		3,732	D	$193.3	4,172	D
Ordinary Shares	09/14/2025		M		13,869	A	$0	18,041	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			989	(2)	(2)	Ordinary Shares	989	$0	7,912	D
NQ Options	$68.83	09/11/2025		M			533	(3)	09/09/2029	Ordinary Shares	533	$0	6,390	D
NQ Options	$87.34	09/11/2025		M			313	(4)	09/09/2028	Ordinary Shares	313	$0	0	D
NQ Options	$64.31	09/11/2025		M			879	(5)	09/11/2030	Ordinary Shares	879	$0	21,090	D
Performance-Based Restricted Share Units	$0	09/14/2025		A		13,869		(6)	(6)	Ordinary Shares	13,869	$0	13,869	D
Performance-Based Restricted Share Units	$0	09/14/2025		M			13,869	(6)	(6)	Ordinary Shares	13,869	$0	0	D

Explanation of Responses:

1. All option exercises and the sale of Ordinary Shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 31, 2024.

2. 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.

3. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, one-quarter of the options vested on September 9, 2023 and the remaining options vest in equal monthly installments over the 36 months following September 9, 2023.

4. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, one quarter of the options vested on September 9, 2022 and the remaining options vest in equal monthly installments over the 36 months following September 9, 2022.

5. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, one-quarter of the options vested on September 11, 2024 and the remaining options vest in equal monthly installments over the 36 months following September 11, 2024.

6. 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 13,869 of the 15,970 Performance Share Units granted on September 9, 2022. The 13,869 Ordinary Shares vested on September 14, 2025.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for Ban Seng Teh	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

Who filed the Form 4 for STX and what is their role?

The Form 4 was filed for Ban Seng Teh, who is listed as EVP & Chief Commercial Officer of Seagate Technology Holdings plc (STX).

What equity vested for the insider in September 2025?

On 09/14/2025 13,869 performance-based restricted share units vested; on 09/11/2025 989 restricted share units were recorded.

Were any shares sold and at what price?

Yes. On 09/11/2025 the reporting person sold 3,732 ordinary shares at $193.30 per share.

Did the insider exercise options and what were the prices?

Yes. On 09/11/2025 non-qualified options were exercised: 533 at $68.83, 313 at $87.34, and 879 at $64.31.

Was trading executed under a preplanned strategy?

Yes. The filing states that all option exercises and the sale were effected pursuant to a Rule 10b5-1 trading plan adopted October 31, 2024.