Romano Gianluca 4
4 · Seagate Technology Holdings plc · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Seagate (STX) CFO Gianluca Romano Exercises Awards, Sells Shares
What Happened Gianluca Romano, Executive Vice President & Chief Financial Officer of Seagate Technology (STX), had performance/RSU awards convert to ordinary shares: 11,807 shares vested/converted on Feb 20, 2026 and 14,043 shares vested/converted on Feb 22, 2026 (total 25,850 shares acquired). To satisfy tax withholding obligations, Romano surrendered/sold 5,975 shares on Feb 20 and 7,096 shares on Feb 22 (total 13,071 shares) at an implied withholding value of $411.11 per share, generating aggregate proceeds of $5,373,619 for tax payment. The acquisitions are reported as derivative conversions/exercises (code M) and the share disposals to cover tax liability are reported under withholding (code F).
Key Details
- Transaction dates: Feb 20, 2026 (11,807 shares vested; 5,975 shares withheld) and Feb 22, 2026 (14,043 shares vested; 7,096 shares withheld).
- Withholding price: $411.11 per share; total value of shares surrendered for taxes = $2,456,382 (Feb 20) + $2,917,237 (Feb 22) = $5,373,619.
- Shares acquired (converted/exercised): 25,850 total (no cash exercise price reported for these conversions).
- Shares disposed for tax withholding: 13,071 total.
- Footnotes:
- F2: The 11,807 shares vested because performance conditions were met for Performance Share Units granted Feb 20, 2024.
- F3: The 14,043 shares reflect RSU vesting under the 2022 Equity Incentive Plan (scheduled vesting).
- F1: Filing also notes 120 ordinary shares purchased under the ESPP on Jan 31, 2026 (exempt from reporting under Rule 16b-3).
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Timeliness: Filing dated Feb 23, 2026 (no late filing flag indicated).
Context These transactions reflect routine award vesting and standard tax-withholding via share surrender (sometimes called a cashless exercise or share-for-tax withholding). Such withholding sales are common when RSUs or performance shares vest and do not necessarily indicate a voluntary market sale or change in insider sentiment. The filing shows conversion/exercise of derivative awards (M) followed by share disposition to cover taxes (F).
Insider Transaction Report
- Exercise/Conversion
Ordinary Shares
[F1]2026-02-20+11,807→ 62,278 total - Tax Payment
Ordinary Shares
2026-02-20$411.11/sh−5,975$2,456,382→ 56,303 total - Exercise/Conversion
Ordinary Shares
2026-02-22+14,043→ 70,346 total - Tax Payment
Ordinary Shares
2026-02-22$411.11/sh−7,096$2,917,237→ 63,250 total - Exercise/Conversion
Performance-Based Restricted Share Units
[F2]2026-02-20−11,807→ 0 totalExercise: $0.00→ Ordinary Shares (11,807 underlying) - Exercise/Conversion
Restricted Share Unit
[F3]2026-02-22−14,043→ 0 totalExercise: $0.00→ Ordinary Shares (14,043 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.