Seagate Technology Holdings plc 8-K

What Happened
Seagate Technology Holdings plc announced on Feb. 12, 2026 (filed via Form 8-K) that it and its subsidiary Seagate HDD Cayman entered into privately negotiated exchange agreements on Feb. 11, 2026 with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028. Under the agreements, holders agreed to exchange $600 million principal amount of those notes for approximately $599.2 million in cash plus a number of Seagate ordinary shares to be determined over a one-trading-day period beginning Feb. 12, 2026. The Exchanges are expected to be consummated on or about Feb. 17, 2026. The company also issued a related press release (Exhibit 99.1).

Key Details

• $600 million principal amount of 3.50% Exchangeable Senior Notes due 2028 is subject to the Exchanges.
• Consideration: approximately $599.2 million in cash plus ordinary shares (share count to be determined over one trading day beginning Feb. 12, 2026).
• Agreements were privately negotiated with a limited number of holders on Feb. 11, 2026; closing expected on or about Feb. 17, 2026.
• Form of Exchange Agreement and a press release were filed as exhibits to the 8-K; the filing includes standard forward-looking statement cautionary language.

Why It Matters
This transaction, if completed, will reduce outstanding exchangeable debt by $600 million and settle most of the consideration in cash, with the remainder in equity. For investors, that could modestly affect the company’s capital structure and shareholder count (shares to be issued are tied to a short measurement period). The filing is procedural and non-operational — it does not report earnings or management changes — but is material to holders of Seagate debt and investors monitoring leverage and potential dilution.