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Seagate Technology Holdings plc·4

Feb 23, 5:20 PM ET

Romano Gianluca 4

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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).