[Form 4] Seagate Technology Holdings PLC Insider Trading Activity

Rhea-AI Filing Summary

Seagate Technology Holdings plc (STX): Form 4 filing reporting equity awards to John Christopher Morris, EVP & CTO. The filing shows a non-qualified stock option for 18,816 shares with an exercise price of $158.40, granted 08/20/2025 and exercisable through 08/20/2032. The filing also reports three grants of Restricted Share Units (RSUs) totaling 12,347 ordinary shares (7,056; 4,070; 1,221) awarded 08/20/2025. The option and RSUs are held directly by the reporting person and vest on schedules described in the explanation: a four-year schedule for the option and certain RSUs, and a one-year cliff for one RSU grant.

Positive

• Long-term alignment: Grants include time-based vesting (four-year schedule and one-year cliff), which supports executive retention.
• Full disclosure of award amounts and vesting: Form 4 reports option and RSU quantities and vesting schedules, meeting Section 16 transparency requirements.

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive compensation grants largely align incentives; impact appears routine and non-dilutive at reported sizes.

The reported package—an 18,816-share non-qualified option at $158.40 plus 12,347 RSUs—represents standard long-term incentive pay for a senior technology executive. Vesting schedules (four-year time-based vesting and a one-year cliff for a portion of RSUs) tie retention to multi-year performance and employment. The grants are direct beneficial ownership and have zero reported cash price for RSUs, consistent with restricted equity awards. Absent additional context on aggregate share count or prior holdings, these awards appear typical and do not alone imply a material change to capital structure.

Corporate Governance Expert

TL;DR: Grants follow common practice; vesting conditions align with retention objectives but disclosure is limited to amounts and schedules.

The Form 4 clearly discloses grant amounts, vesting timelines, and that awards are subject to continuous employment. This satisfies Section 16 reporting for insider transactions. From a governance perspective, time-based RSUs and NQ options are standard; however, the filing lacks performance metrics or additional award terms (e.g., forfeiture for cause), so stakeholders cannot fully assess pay-for-performance linkage from this filing alone.

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^*

Morris John Christopher

(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 & CTO

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		18,816		(1)	08/20/2032	Ordinary Shares	18,816	$0	18,816	D
Restricted Share Unit	$0	08/20/2025		A		7,056		(2)	(2)	Ordinary Shares	7,056	$0	7,056	D
Restricted Share Unit	$0	08/20/2025		A		4,070		(3)	(3)	Ordinary Shares	4,070	$0	4,070	D
Restricted Share Unit	$0	08/20/2025		A		1,221		(3)	(3)	Ordinary Shares	1,221	$0	1,221	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 John C. Morris	08/22/2025
	** 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

What awards did John Christopher Morris receive according to the STX Form 4?

He received a non-qualified stock option for 18,816 shares at $158.40 and three RSU grants totaling 12,347 ordinary shares, all dated 08/20/2025.

When do the granted options and RSUs vest for the STX filing?

Options and certain RSUs vest over four years with 25% vesting on 08/20/2026 and remaining monthly or quarterly thereafter; one RSU grant vests 100% on 08/20/2026.

Are the reported awards held directly or indirectly?

The filing shows the awards are held directly (Direct ownership).

What is the exercise price and expiration for the reported option?

Exercise price: $158.40; expiration/exercisable through: 08/20/2032.

Does the Form 4 indicate any cash purchase price for the RSUs?

No cash price is reported for the RSUs (listed as $0), consistent with restricted share units awarded under the equity plan.