Seagate Technology Holdings plc 8-K

What Happened

• Seagate Technology Holdings plc announced on May 28, 2026 that it completed privately negotiated exchange transactions under which Seagate HDD Cayman exchanged $185.908 million principal amount of its 3.50% Exchangeable Senior Notes due 2028 for aggregate consideration of $185.908 million in cash and 2,023,124 ordinary shares of Seagate.
• The number of ordinary shares issued was determined over the one trading day period beginning on (and including) May 21, 2026. The Exchanges were consummated on May 26–27, 2026. The company furnished a press release about the closing (Exhibit 99.1) and reported the related unregistered sales of equity securities (Item 3.02) and Regulation FD disclosure (Item 7.01).

Key Details

• $185.908 million principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 were exchanged.
• Consideration: $185.908 million in cash plus 2,023,124 ordinary shares of Seagate.
• Exchanges consummated May 26–27, 2026; share count basis covered the trading day beginning May 21, 2026.
• Transaction disclosed via press release filed as Exhibit 99.1 to the Form 8-K.

Why It Matters

• This transaction removes $185.908 million of outstanding exchangeable notes from Seagate HDD’s liabilities by replacing them with cash and equity, which affects the company’s debt profile.
• Issuing 2,023,124 ordinary shares increases Seagate’s share count and causes dilution to existing shareholders (extent depends on total shares outstanding).
• The exchanges were privately negotiated and involved unregistered sales of equity securities, so they were not part of a public registered offering; the company flagged the disclosure under Regulation FD and furnished a press release for investor notice.