Seagate CFO sells 49,983.5 shares for taxes

Seagate’s EVP & CFO had performance-based equity vest into shares, with part sold in a mandated sell-to-cover for taxes.

Rhea-AI Filing Summary

Seagate Technology Holdings plc (STX) reports that EVP & CFO Gianluca Romano had 90,380 Performance Share Units granted on September 11, 2023 vest and settle into 90,380 Ordinary Shares on September 14, 2026, after the Compensation and People Committee certified achievement of the applicable performance conditions. On September 15, 2026, 49,983.5 Ordinary Shares were sold at $772.1573 per share pursuant to an issuer-mandated sell-to-cover transaction solely to satisfy tax withholding obligations. No Rule 10b5‑1 trading plan is reported in connection with these transactions.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Romano Gianluca

Role EVP & CFO

Sold 49,983.5 shs ($38.60M)

Approx. gross sale proceeds $38.60M

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F2	49,983.5	$772.1573	$38.60M
Exercise	Performance-Based Restricted Share Units F3	90,380	$0.00	$0.00
Exercise	Ordinary Shares F1	90,380	$0.00	$0.00

Holdings After Transaction: Performance-Based Restricted Share Units — 0 contracts (Direct); Ordinary Shares — 70,756.5 shares (Direct)

Footnotes (3)

1. F1. Represents Ordinary Shares issued upon the vesting and settlement of Performance Share Units granted on September 11, 2023, following certification by the Compensation and People Committee of the achievement of the applicable performance conditions.
2. F2. Represents sales made pursuant to Issuer mandated sell-to-cover solely to satisfy tax withholding obligations.
3. F3. Performance Share Units granted on September 11, 2023 vested and were settled in Ordinary Shares upon certification of the applicable performance conditions by the Compensation and People Committee.

Key Figures

Shares sold in sell-to-cover: 49,983.5 shares Sale price per share: $772.1573 per share Performance Share Units vested: 90,380 units +2 more

5 metrics

Shares sold in sell-to-cover 49,983.5 shares Ordinary Shares sold on September 15, 2026 to satisfy tax withholding obligations

Sale price per share $772.1573 per share Price for the 49,983.5 Ordinary Shares sold on September 15, 2026

Performance Share Units vested 90,380 units Performance Share Units granted on September 11, 2023 that vested on September 14, 2026

Ordinary Shares issued from PSU vesting 90,380 shares Ordinary Shares issued upon vesting and settlement of Performance Share Units on September 14, 2026

Exercise or conversion price of PSUs $0.00 per unit Performance Share Units converted into Ordinary Shares at no exercise price

Key Terms

Performance Share Units, sell-to-cover, tax withholding obligations, Compensation and People Committee

4 terms

Performance Share Units financial

"Performance Share Units granted on September 11, 2023 vested and were settled"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

sell-to-cover financial

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

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

tax withholding obligations financial

"sell-to-cover solely to satisfy tax withholding obligations"

Compensation and People Committee financial

"following certification by the Compensation and People Committee of the achievement"

FAQ

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

What insider transactions did Seagate (STX) disclose for EVP & CFO Gianluca Romano?

Seagate disclosed that Gianluca Romano had 90,380 Performance Share Units vest and settle into 90,380 Ordinary Shares on September 14, 2026, and that 49,983.5 Ordinary Shares were sold on September 15, 2026 in a mandated sell-to-cover for tax withholding.

How many Seagate (STX) shares were sold and at what price in this Form 4?

On September 15, 2026, 49,983.5 Ordinary Shares of Seagate were sold at a price of $772.1573 per share. According to the company’s disclosure, these sales were made solely to satisfy tax withholding obligations under an issuer‑mandated sell-to-cover arrangement.

What equity award vested for the Seagate (STX) EVP & CFO in this filing?

A grant of 90,380 Performance Share Units made on September 11, 2023 vested on September 14, 2026. They were settled in 90,380 Ordinary Shares after the Compensation and People Committee certified achievement of the applicable performance conditions.

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

No. The Form 4 indicates that no Rule 10b5‑1 trading plan is affirmed for these transactions. The filing states that the 49,983.5-share sale was pursuant to an issuer-mandated sell-to-cover solely to satisfy tax withholding obligations.

Why did the Seagate (STX) EVP & CFO sell shares in this Form 4?

The filing states that the 49,983.5 Ordinary Shares sold on September 15, 2026 were “pursuant to Issuer mandated sell-to-cover solely to satisfy tax withholding obligations”, indicating the sale was for tax withholding rather than a discretionary portfolio sale.

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

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Available on EDGAR 09/16/2026 - 04:11 PM Accepted by SEC EDGAR 09/16/2026 - 04:10 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^*

Romano Gianluca

(Last) (First) (Middle)

SEAGATE TECHNOLOGY HOLDINGS 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 & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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	09/14/2026		M		90,380(1)	A	$0	120,740	D
Ordinary Shares	09/15/2026		S		49,983.5(2)	D	$772.1573	70,756.5	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	09/14/2026		M			90,380	(3)	(3)	Ordinary Shares	90,380	$0	0	D

Explanation of Responses:

1. Represents Ordinary Shares issued upon the vesting and settlement of Performance Share Units granted on September 11, 2023, following certification by the Compensation and People Committee of the achievement of the applicable performance conditions.

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

3. Performance Share Units granted on September 11, 2023 vested and were settled in Ordinary Shares upon certification of the applicable performance conditions by the Compensation and People Committee.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for Gianluca Romano	09/16/2026
	** 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)