Seagate Technology (STX) EVP Lee settles RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Seagate Technology Holdings plc executive James C. Lee, EVP & CLO, reported equity award activity involving company Ordinary Shares and restricted share units (RSUs). On January 22, 2026, 1,237 RSUs were converted into 1,237 Ordinary Shares at $0 per share under a previously granted equity award. On the same date, 564 Ordinary Shares were disposed of at $346.53 per share in a transaction coded "F," reflecting shares withheld to cover tax obligations, leaving 930 Ordinary Shares directly owned after these transactions.

The RSUs come from a grant under the Seagate Technology Holdings plc 2022 Equity Incentive Plan. According to the vesting terms, the grant vested as to one-quarter of the shares on July 22, 2025, with the remainder vesting in equal quarterly installments thereafter. Following the reported activity, Lee directly holds 12,376 RSUs, each representing a contingent right to receive one Ordinary Share of Seagate upon vesting and settlement.

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^*

Lee James CI

(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 & CLO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		M		1,237	A	$0	1,494	D
Ordinary Shares	01/22/2026		F		564	D	$346.53	930	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	(1)	01/22/2026		M			1,237	(2)	(2)	Ordinary Shares	1,237	$0	12,376	D

Explanation of Responses:

1. Each restricted share unit ("RSU") represents a contingent right to receive one Ordinary Share of the Issuer.

2. Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "2022 Plan"). Such RSUs vested as to one-quarter of the shares on July 22, 2025 and then in equal quarterly installments thereafter.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-fact for James C. Lee	01/26/2026
	** 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).
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FAQ

What insider transaction did Seagate (STX) executive James C. Lee report?

EVP & CLO James C. Lee reported that on January 22, 2026 he converted 1,237 RSUs into 1,237 Ordinary Shares at $0 per share and had 564 Ordinary Shares withheld at $346.53 per share to cover taxes, resulting in direct ownership of 930 Ordinary Shares.

How many Seagate Ordinary Shares does James C. Lee own after this Form 4?

After the reported transactions on January 22, 2026, James C. Lee directly owns 930 Ordinary Shares of Seagate Technology Holdings plc.

How many Seagate RSUs does James C. Lee hold following the reported transaction?

Following the January 22, 2026 activity, James C. Lee directly holds 12,376 restricted share units (RSUs), each representing a contingent right to receive one Seagate Ordinary Share upon vesting and settlement.

What do the transaction codes M and F mean in this Seagate (STX) Form 4?

In this filing, code "M" reflects the exercise/settlement of 1,237 RSUs into Ordinary Shares at $0 per share, while code "F" reflects the disposition of 564 Ordinary Shares at $346.53 per share to satisfy tax withholding obligations related to the equity award.

Under which equity plan were James C. Lee’s Seagate RSUs granted?

The RSUs were granted to James C. Lee under the Seagate Technology Holdings plc 2022 Equity Incentive Plan, referred to as the "2022 Plan" in the filing.

How do James C. Lee’s Seagate RSUs vest according to this filing?

The RSU grant vested as to one-quarter of the shares on July 22, 2025, with the remaining RSUs vesting in equal quarterly installments thereafter, as described in the footnotes.