Form 8-K

8-K — Seagate Technology Holdings plc

Accession: 0001193125-26-243110

Filed: 2026-05-28

Period: 2026-05-26

CIK: 0001137789

SIC: 3572 (COMPUTER STORAGE DEVICES)

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d106085d8k.htm (Primary)

EX-99.1 (d106085dex991.htm)

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8-K

8-K (Primary)

Filename: d106085d8k.htm · Sequence: 1

8-K

Seagate Technology Holdings plc false 0001137789 0001137789 2026-05-26 2026-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

001-31560

98-1597419

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

121 Woodlands Avenue 5,

Singapore

739009

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (65) 6018-2562

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Ordinary Shares, par value $0.00001 per share

STX

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 is incorporated into this Item 3.02 by reference.

The Exchanges (as defined below) were conducted as private placements, and the aggregate of 2,023,124 ordinary shares issued in the Exchanges were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering.

Item 7.01.

Regulation FD Disclosure.

On May 28, 2026, Seagate Technology Holdings Public Limited Company (the “Company”) issued a press release relating to the closing of the Exchanges.

The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01

Other Events.

On May 28, 2026, the Company issued a press release announcing the closing of a transaction the Company previously disclosed in a Current Report on the Form 8-K filed on May 21, 2026, whereby the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) to exchange (collectively, the “Exchanges”) $185.908 million principal amount of Notes for consideration consisting of an aggregate of $185.908 million in cash and 2,023,124 ordinary shares of the Company. The number of ordinary shares of the Company issued pursuant to the Exchanges was determined over the one trading day period beginning on, and including, May 21, 2026. The Exchanges were consummated on May 26-27, 2026.

A copy of the Company’s press release is furnished hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press release of Seagate Technology Holdings Public Limited Company, dated May 28, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 28, 2026

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED

COMPANY

By:

/s/ Gianluca Romano

Name:

Gianluca Romano

Title:

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Filename: d106085dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Shanye Hudson, (510) 661-1600

shanye.hudson@seagate.com

Media Contact:

Carrie

Schafer, (303) 941-9470

Carrie.schafer@seagate.com

Seagate Announces Closing of Exchanges with Holders of $185.908 Million Principal Amount of Exchangeable

Notes

SINGAPORE — May 28, 2026 — Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or

“Company”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that on May 27, 2026, the Company closed the previously announced privately negotiated exchanges (the “exchanges”) of

$185.908 million principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) for aggregate consideration consisting of $185.908 million in cash and approximately 2.02 million ordinary

shares of Seagate stock. The number of ordinary shares of Seagate stock issued pursuant to the exchanges was determined over the one trading day period beginning on, and including, May 21, 2026. The exchanged notes have been retired.

Approximately $185.8 million in aggregate principal amount of notes remain outstanding with terms unchanged.

The exchanges were conducted as private

placements, and the shares of common stock issued in the exchanges were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by

Section 4(a)(2) of the Securities Act in transactions not involving any public offering. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities described above, nor will there be any offer,

solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Seagate

Seagate (NASDAQ: STX) is a pioneer in mass-capacity data storage, accelerating ability to harness the full value of data. Our portfolio of advanced storage

solutions helps hyperscale cloud providers, enterprises, and consumers protect, create and manage the data that powers their transformation and growth. For more than 45 years, Seagate has driven breakthrough innovations that bring sustainable,

high-performance storage to the world at-scale.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking

statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements generally can be identified by words such as

“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,”

“will,” “will continue,” “can,” “could,” or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances.

However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this press release and are subject to

known and unknown risks and uncertainties that could cause the Company’s actual results, performance or events to differ materially from historical experience and the Company’s present expectations or projections. These risks and

uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest

periodic report on Form 10-Q or Form 10-K filed with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release, which are

based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by

applicable law.

Seagate General

Information

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