Seagate (STX) CFO Romano logs equity vesting and tax share disposals

Rhea-AI Filing Summary

Seagate Technology Holdings plc EVP & CFO Gianluca Romano reported equity award vesting and related tax share withholdings. On February 20, 2026, 11,807 Performance-Based Restricted Share Units converted into 11,807 Ordinary Shares, and 5,975 Ordinary Shares were disposed at $411.1100 per share to satisfy tax obligations. On February 22, 2026, 14,043 Restricted Share Units converted into 14,043 Ordinary Shares, with 7,096 Ordinary Shares disposed at $411.1100 per share for taxes. After these transactions, Romano directly held 63,250 Ordinary Shares, including 120 shares previously purchased under the employee stock purchase plan.

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)
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		11,807	A	$0	62,278(1)	D
Ordinary Shares	02/20/2026		F		5,975	D	$411.11	56,303	D
Ordinary Shares	02/22/2026		M		14,043	A	$0	70,346	D
Ordinary Shares	02/22/2026		F		7,096	D	$411.11	63,250	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			11,807	(2)	(2)	Ordinary Shares	11,807	$0	0	D
Restricted Share Unit	$0	02/22/2026		M			14,043	(3)	(3)	Ordinary Shares	14,043	$0	0	D

Explanation of Responses:

1. Includes 120 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 11,807 Performance Share Units granted on February 20, 2024. The 11,807 Ordinary Shares vested on February 20, 2026.

3. Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan. Such RSUs vested as to one-quarter of the shares on February 22, 2023, and each one year anniversary thereafter.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for Gianluca Romano	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).
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FAQ

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

Romano reported vesting of performance-based and time-based equity awards and related tax share dispositions. He acquired 25,850 Ordinary Shares through RSU and PSU conversions and disposed of 13,071 shares at $411.1100 per share to cover tax liabilities.

Were Gianluca Romano’s Seagate (STX) share dispositions open-market sales?

The dispositions were not open-market sales. They are coded "F," meaning shares were delivered to cover exercise price or tax liabilities. These transactions typically occur automatically under award terms rather than as discretionary sales on the open market.

How many Seagate (STX) shares does Gianluca Romano hold after these transactions?

After the reported transactions, Romano directly holds 63,250 Ordinary Shares. This figure includes 120 shares purchased on January 31, 2026 under Seagate’s employee stock purchase plan, which is exempt from Form 4 reporting under Rule 16b-3.

What performance-based awards vested for Seagate (STX) CFO Gianluca Romano?

A grant of 11,807 Performance-Based Restricted Share Units vested. The compensation committee determined on January 24, 2026 that performance conditions were met for units granted on February 20, 2024, resulting in 11,807 Ordinary Shares vesting on February 20, 2026.

What restricted share units vested for Seagate (STX) CFO on February 22, 2026?

Romano had 14,043 Restricted Share Units vest on February 22, 2026. These RSUs were granted under Seagate’s 2022 Equity Incentive Plan and were structured to vest in four annual installments beginning February 22, 2023.

At what price were Seagate (STX) shares used to cover Gianluca Romano’s tax obligations?

Shares used to cover tax obligations were valued at $411.1100 per share. Two tax-related dispositions occurred: 5,975 Ordinary Shares on February 20, 2026 and 7,096 Ordinary Shares on February 22, 2026, both coded as tax-withholding transactions.