Seagate (STX) CFO exercises 2,473 RSUs; 1,236 shares withheld for taxes

Rhea-AI Filing Summary

Seagate Technology Holdings plc EVP & CFO Gianluca Romano exercised restricted share units into ordinary shares and had shares withheld for taxes. On March 9, 2026, he converted 2,473 restricted share units into 2,473 ordinary shares. To satisfy tax obligations, 1,236 ordinary shares were withheld at 374.33 per share, leaving a net increase of 1,237 shares. Following these routine compensation-related transactions, he directly holds 64,487 ordinary shares.

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)
03/09/2026

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	03/09/2026		M		958	A	$0	64,208	D
Ordinary Shares	03/09/2026		F		479	D	$374.33	63,729	D
Ordinary Shares	03/09/2026		M		1,515	A	$0	65,244	D
Ordinary Shares	03/09/2026		F		757	D	$374.33	64,487	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	$0	03/09/2026		M			958	(1)	(1)	Ordinary Shares	958	$0	1,918	D
Restricted Share Unit	$0	03/09/2026		M			1,515	(2)	(2)	Ordinary Shares	1,515	$0	15,158	D

Explanation of Responses:

1. Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "2022 Plan"). Subject to the Reporting Person's continuous employment, such RSUs vested as to one-quarter of the shares on September 9, 2023 and the remaining portion shall vest in equal quarterly installments over the following three years for a total vesting period of four years.

2. Consists of a grant of RSUs awarded to the Reporting Person under the 2022 Plan. Subject to the Reporting Person's continuous employment, one-quarter vested on September 9, 2025 and the remaining portion shall vest in equal quarterly installments over the following three years for a total vesting period of four years.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for Gianluca Romano	03/11/2026
	** 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.

FAQ

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

Gianluca Romano reported exercising 2,473 restricted share units into 2,473 ordinary shares. As part of the same event, 1,236 ordinary shares were withheld to cover tax obligations, resulting in a net increase of 1,237 directly held Seagate shares.

Did Seagate (STX) CFO Gianluca Romano sell any shares in the market?

The transactions show tax-withholding dispositions, not open-market sales. Shares labeled with code F were surrendered at 374.33 per share to cover tax liabilities tied to vested restricted share units, rather than being sold in discretionary market trades.

How many Seagate (STX) shares does the CFO hold after these Form 4 transactions?

After these transactions, Gianluca Romano directly holds 64,487 ordinary shares of Seagate. This figure reflects the exercise of restricted share units and the simultaneous withholding of some shares to satisfy related tax obligations on March 9, 2026.

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

Code M indicates the exercise or conversion of derivative securities, here restricted share units converting into ordinary shares. Code F indicates shares withheld to pay exercise price or tax liabilities, representing non-market dispositions tied to the same compensation event.

Are the Seagate (STX) CFO’s reported transactions compensation-related?

Yes. The filing describes exercises of restricted share units granted under Seagate’s 2022 Equity Incentive Plan, with vesting over four years. The F-code dispositions represent shares withheld to cover associated tax obligations rather than voluntary buying or selling decisions.

What do the footnotes reveal about Gianluca Romano’s Seagate (STX) RSU grants?

The footnotes state the RSUs were granted under the 2022 Equity Incentive Plan, vesting one-quarter at specific dates and the remainder in equal quarterly installments over four years, conditioned on continued employment with Seagate Technology Holdings plc.