Seagate Technology Holdings plc 8-K

What Happened

• Seagate Technology Holdings plc announced the closing of privately negotiated exchange agreements in which Seagate HDD Cayman exchanged $600 million principal amount of its 3.50% Exchangeable Senior Notes due 2028 for approximately $599.2 million in cash and 5,952,309 ordinary shares of the Company.
• The share amount was determined over the one trading day beginning on February 12, 2026; the Exchanges were consummated between February 17 and February 19, 2026. A press release dated February 19, 2026 was furnished by the company.

Key Details

• $600,000,000 principal amount of 3.50% Exchangeable Senior Notes (due 2028) were exchanged.
• Consideration: ~ $599.2 million cash plus 5,952,309 ordinary shares of Seagate Technology Holdings plc.
• Share calculation period: one trading day beginning February 12, 2026; Exchanges closed Feb 17–19, 2026.
• Issuance of ordinary shares was reported as an unregistered sale of equity securities (Item 3.02); press release furnished as Exhibit 99.1 (Item 8.01 / 7.01 Reg FD disclosure).

Why It Matters

• The transaction reduces $600 million of the company’s outstanding exchangeable notes by replacing debt with a mix of cash and newly issued equity, which affects Seagate’s capital structure and outstanding share count.
• Investors should note the issuance of nearly 6.0 million new ordinary shares (dilution effect) and the cash outflow of roughly $599.2 million used to complete the exchanges.