Seagate Technology Holdings plc 8-K

What Happened
Seagate Technology Holdings plc disclosed that its subsidiary, Seagate HDD Cayman, issued a notice calling for the redemption of all outstanding 3.50% Exchangeable Senior Notes due 2028. The notice was issued June 11, 2026 (U.S.) / June 12, 2026 (Singapore). The scheduled Redemption Date is September 8, 2026, when called Notes not previously exchanged will be redeemed for cash at a price equal to their principal amount plus accrued and unpaid interest.

Key Details

• Redemption issuer: Seagate HDD Cayman (subsidiary of Seagate Technology Holdings plc).
• Notes: 3.50% Exchangeable Senior Notes due 2028.
• Redemption Date: September 8, 2026. Exchange Deadline: September 3, 2026 at 5:00 p.m. New York City time.
• Redemption Price: principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date; interest stops accruing on and after the Redemption Date unless payment is not made in full.
• Exchange mechanics: Holders may exchange Notes prior to the Exchange Deadline. The current exchange rate is 12.1363 ordinary shares per $1,000 principal (to be adjusted on June 25, 2026 to reflect a $0.74 per-share dividend). Principal submitted for exchange is paid in cash; Seagate HDD will satisfy the remainder of exchange obligations for Notes exchanged after the notice and through the Exchange Deadline by delivering ordinary shares and, if needed, cash in lieu of fractional shares.
• The company attached a press release to the 8-K (Exhibit 99.1) and made a Regulation FD disclosure.

Why It Matters
This action will eliminate the called notes either through cash redemption or by holders exchanging into Seagate ordinary shares. For investors, that means Seagate will either (a) pay cash equal to principal plus accrued interest on Sept 8, 2026, reducing its outstanding debt and requiring cash outflow, or (b) issue ordinary shares (and some cash) for exchanged notes, which reduces cash outflow but increases share count. The June 25 dividend-based adjustment to the exchange rate affects how many shares may be issued for exchanged notes. Interest on the called notes will cease to accrue after the Redemption Date if the Redemption Price is paid in full.