UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.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): ~~January 27~~February 11, 2026

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland	001-31560	~~001-31560~~	98-1597419	~~98-1597419~~
(State or other jurisdiction of		(Commission File Number)		(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification Number)
incorporation or organization)				Identification Number)

121 Woodlands Avenue 5
121 Woodlands Avenue 5,
Singapore	739009	~~739009~~
(Address of principal executive office)	(Zip Code)	~~(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))

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

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 23.02 ~~Results~~. ofUnregistered ~~Operations~~Sales ~~and~~of ~~Financial~~Equity ~~Condition~~Securities.

OnThe ~~January 27,~~information ~~2026,~~set ~~Seagate~~forth ~~Technology~~under ~~Holdings~~Item ~~plc (the “Company” or “Seagate”) issued a press release reporting its financial results for the fiscal second quarter ended January 2, 2026~~8.01 ~~The press release~~ is ~~attached~~incorporated tointo this ~~Current~~Item ~~Report~~3.02 ~~on Form 8-K as~~by ~~Exhibit 99~~reference.1.

The ~~information~~Exchanges in(as ~~this~~defined ~~Item 2.02~~below) ~~and~~are ~~the~~being ~~exhibit~~conducted ~~hereto~~as ~~are~~private ~~“furnished”~~placements, and ~~shall~~any ~~not~~ordinary shares to be ~~deemed~~issued toin the Exchanges will be ~~“filed”~~issued ~~for~~pursuant ~~purposes~~to ofthe ~~Section 18~~exemption from the registration requirements of the Securities ~~Exchange~~ Act of ~~1934~~1933, as amended (the “~~Exchange~~Securities Act”), orafforded ~~otherwise~~by ~~subject~~Section 4(a)(2) toof the ~~liability~~Securities ofAct ~~such~~in ~~section~~transactions not involving any public offering.

Item 7.01 . Regulation FD Disclosure.

On ~~January~~February 2712, 2026, ~~the~~Seagate ~~Board~~Technology ofHoldings ~~Directors~~Public ofLimited Company (the “Company”) ~~declared~~issued a ~~quarterly~~press ~~cash~~release ~~dividend~~relating ofto $0the Exchanges.74 ~~per~~A ~~share,~~copy ~~which~~of ~~will~~the bepress ~~payable~~release onis ~~April 8,~~attached ~~2026~~hereto as Exhibit 99.1 to ~~shareholders~~this ofCurrent ~~record~~Report ason ofForm ~~the~~8-K ~~close~~and ofis ~~business~~incorporated onby ~~March 25,~~reference ~~2026~~into this Item 7.01.

~~Seagate~~The ~~has~~information ~~issued~~in aItem ~~Supplemental~~7.01, ~~Financial~~including ~~Information~~Exhibit ~~document~~99.1, ~~The~~of ~~Supplemental~~this ~~Financial~~Current ~~Information~~Report on Form 8-K is ~~available~~being onfurnished ~~Seagate’s~~and ~~Investor~~shall ~~Relations~~not ~~website~~be atdeemed ~~investors~~“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.~~seagate.com.~~

~~Seagate~~Item ~~management will hold a public webcast on January 27, 2026 at 2:00 p~~8.m01. ~~Pacific~~Other ~~/ 5:00 p~~Events.m. Eastern that can be accessed on its Investor Relations website at investors.seagate.com. During the webcast, the Company will provide an outlook for its fiscal third quarter of 2026 including key underlying assumptions. A replay will be available on Seagate’s Investor Relations website at investors.seagate.com shortly following the conclusion of the event and will be archived for approximately one year. Investors and others should note that the Company routinely uses the Investor Relations section of its corporate website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in the Company to review the information that it shares on investors.seagate.com.

~~The~~On ~~information~~February 11, in2026, ~~this~~the ~~Item 7.01~~Company isand its subsidiary, Seagate HDD Cayman (“~~furnished~~Seagate HDD”) ~~and~~entered ~~shall~~into ~~not~~separate, beprivately ~~deemed~~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 beexchange (collectively, the “~~filed~~Exchanges”) $600 million principal amount of Notes for ~~purposes~~consideration consisting of ~~Section~~an aggregate of approximately $599.2 18million in cash and a number of ordinary shares of the ~~Exchange~~Company ~~Act~~to be determined over a one trading day period beginning on, orand ~~otherwise~~including, ~~subject~~February 12, 2026. The Exchanges are expected to ~~the~~be ~~liability~~consummated ofon ~~such~~or ~~section~~about February 17, 2026.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Form of Exchange Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this Form 8-K other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the terms and conditions of, and completion of, the Exchanges. The Company cannot assure that the exchanges will be consummated, nor can it guarantee the size or terms of the exchanges. 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 Form 8-K 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 U.S. Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this Form 8-K, 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
99.1		Press release, dated January 27, 2026, of Seagate Technology Holdings plc entitled “Seagate Technology Reports Fiscal Second Quarter 2026 Financial Results.”
10.1	Form of Exchange Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1	Press release of Seagate Technology Holdings Public Limited Company, dated February 12, 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.

	SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
Date: February 12, 2026		SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
Date: January 27, 2026	By:		/s/ Gianluca Romano
		By:	/s/ Gianluca Romano
	~~Name:~~	Name:	Gianluca Romano
	~~Title:~~	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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