Seagate (NASDAQ: STX) CEO gains 11,807 shares, with 5,966 withheld for taxes

Rhea-AI Filing Summary

Seagate Technology Holdings plc CEO William D. Mosley reported equity award activity tied to performance-based compensation. He exercised and converted 11,807 Performance-Based Restricted Share Units into the same number of Ordinary Shares at a stated price of $0.0000 per share.

According to the filing, 5,966 Ordinary Shares were then disposed of in a transaction coded "F" at $411.11 per share to satisfy tax obligations associated with the vesting. After these transactions, Mosley directly owned 415,897 Ordinary Shares. A footnote states the issuer’s Compensation and People Committee determined on January 24, 2026 that performance conditions for this 11,807-unit award, originally granted on February 20, 2024, were met and the shares vested on February 20, 2026.

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^*

MOSLEY WILLIAM D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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	421,863	D
Ordinary Shares	02/20/2026		F		5,966	D	$411.11	415,897	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	(1)	(1)	Ordinary Shares	11,807	$0	0	D

Explanation of Responses:

1. 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.

Remarks:

	/s/ Louis J. Thorson, Attorney-in-Fact for William D. Mosley	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Seagate (STX) CEO William D. Mosley report?

Mosley reported performance-based equity vesting and related share movements, not an open-market trade. He converted 11,807 Performance-Based Restricted Share Units into Ordinary Shares and then disposed of 5,966 shares to cover tax obligations, ending with direct ownership of 415,897 Ordinary Shares.

How many Seagate (STX) shares vested for the CEO in this Form 4?

A total of 11,807 Ordinary Shares vested for the CEO from performance-based awards. These shares resulted from Performance-Based Restricted Share Units granted on February 20, 2024, after the Compensation and People Committee confirmed on January 24, 2026 that the performance conditions for the award were satisfied.

Did the Seagate (STX) CEO sell shares in the traditional sense?

The filing shows a tax-withholding disposition, not a typical open-market sale. Code “F” reflects 5,966 Ordinary Shares delivered at $411.11 per share to satisfy tax liabilities triggered by vesting of performance-based awards, which is standard for equity compensation settlements.

What is William D. Mosley’s Seagate (STX) share ownership after these transactions?

Following the reported equity award exercise and tax withholding, Mosley directly owns 415,897 Ordinary Shares. This figure reflects the 11,807 vested performance-based shares added to his holdings, offset by 5,966 shares disposed of to cover tax obligations associated with the vesting event.

What performance award triggered the Seagate (STX) CEO’s new shares?

The activity stems from 11,807 Performance-Based Restricted Share Units granted on February 20, 2024. On January 24, 2026, Seagate’s Compensation and People Committee determined the performance conditions were achieved, causing the award to vest into Ordinary Shares on February 20, 2026.