STX Form 4: Gianluca Romano Receives Options ($158.40) and RSUs with Multi-Year Vesting

Rhea-AI Filing Summary

Gianluca Romano, Seagate Technology Holdings plc EVP & CFO, received equity awards on August 20, 2025. The filings show a grant of 53,756 non-qualified stock options with an exercise price of $158.40 and an August 20, 2032 expiration, plus 32,026 restricted share units (RSUs) delivered in three tranches (20,158; 9,129; 2,739). The options and RSUs are subject to time-based vesting: 25% of the option grant vests on August 20, 2026 with the remainder vesting monthly over the next three years; one RSU tranche vests 25% on August 20, 2026 then quarterly thereafter, and two RSU tranches vest 100% on the first anniversary (August 20, 2026). All holdings reported are direct.

Insights

Compensation Analyst

TL;DR: Executive equity awards align pay with long-term performance but are time-vested, retaining talent through 2026–2029.

The reported grant combines 53,756 NQ options at $158.40 and 32,026 RSUs across three tranches, all subject to multi-year vesting schedules. The option expiry in 2032 and staggered RSU vesting create multi-year retention incentives. The structure—25% cliff followed by monthly or quarterly vesting—is consistent with standard executive compensation practices intended to tie realized value to share-price performance over time.

Securities/Compliance Analyst

TL;DR: Form 4 discloses a routine insider grant; reporting appears complete and timely.

The Form 4 shows the transactions dated 08/20/2025 and the filing signature dated 08/22/2025. All securities are reported as direct ownership and the types—NQ stock options and RSUs—are specified with exercise price, amounts, and vesting descriptions included in the explanatory footnotes. There are no dispositions or other transactions disclosed on this form.

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

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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^*

Romano Gianluca

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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
NQ Stock Option	$158.4	08/20/2025		A		53,756		(1)	08/20/2032	Ordinary Shares	53,756	$0	53,756	D
Restricted Share Unit	$0	08/20/2025		A		20,158		(2)	(2)	Ordinary Shares	20,158	$0	20,158	D
Restricted Share Unit	$0	08/20/2025		A		9,129		(3)	(3)	Ordinary Shares	9,129	$0	9,129	D
Restricted Share Unit	$0	08/20/2025		A		2,739		(3)	(3)	Ordinary Shares	2,739	$0	2,739	D

Explanation of Responses:

1. Options granted to the Reporting Person under the Seagate Technology plc 2022 Equity Incentive Plan the ("Plan") are subject to a four-year vesting schedule. Subject to continuous employment, 25% shall vest on August 20, 2026 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.

2. Consists of a grant of Restricted Share Unit (RSU) awarded to the Reporting Person under the Plan, subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on August 20, 2026 and then in equal quarterly installments thereafter.

3. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, 100% of such RSUs will vest on the first anniversary of the grant date, August 20, 2026.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for Gianluca Romano	08/22/2025
	** Signature of Reporting Person	Date
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