STX 8-K Current Reports

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (Sep 9, 2026)

Seagate Technology Holdings plc (STX) disclosed on September 9, 2026 that its subsidiary, Seagate HDD Cayman, has fully settled its 3.50% Exchangeable Senior Notes due 2028, which had roughly $150.7 million in principal outstanding. On September 8, 2026, the notes that were called for redemption and not submitted for exchange were repaid in cash at par plus accrued interest. Notes submitted for exchange before 5:00 p.m. New York time on September 3, 2026 were settled on the same date, with principal paid in cash and the excess exchange value paid in Seagate ordinary shares plus cash in lieu of fractional shares. In total, Seagate paid approximately $150.97 million in cash and issued 1,647,862 ordinary shares. The filing does not break down how the cash splits between principal, accrued interest, and fractional-share payments, and it does not disclose the share price used to value the exchange. The filing also does not state the company's total ordinary shares outstanding, so the dilution percentage cannot be calculated from this document alone. The share issuance was made under the Section 3(a)(9) exemption from Securities Act registration. For investors, this is a routine capital-structure event that eliminates the exchangeable notes and their associated debt obligation. The share issuance is modest in count, and the exchange feature meant that the notes' value to holders was tied to the stock price, so the settlement mechanics are the main point of interest. The disclosure is administrative and does not include new guidance, financial results, or changes to operations.

Sep 9, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Executive Changes (Sep 4, 2026)

Seagate Technology Holdings plc (STX) announced in an 8-K filing dated September 4, 2026, that Mr. Shankar Arumugavelu will not seek re-election to the Board of Directors at the upcoming 2026 Annual General Meeting of Shareholders. Mr. Arumugavelu will continue his service as a director until the conclusion of the meeting. Importantly, the filing explicitly states that Mr. Arumugavelu's decision is not a result of any disagreement with the Company regarding its operations, policies, or practices. The Board of Directors has expressed gratitude for his contributions during his tenure. This is a routine director transition, and investors should note the absence of any concerns about company performance or strategy related to this departure.

Sep 4, 2026 8-K

Regulation FDOther EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Financial Results (Jul 28, 2026)

Seagate reported fiscal Q4 2026 (quarter ended July 3, 2026) revenue of $3.63 billion, up roughly 49% year over year from $2.44 billion, with GAAP gross margin of 52.3% (versus 37.4%) and non-GAAP diluted EPS of $5.71 (versus $2.59). GAAP diluted EPS was $5.58. Operating margin on a GAAP basis reached 43.0%, and free cash flow was $1.1 billion. For the full fiscal year 2026, revenue grew 34% to $12.2 billion, GAAP net income rose to $3.18 billion from $1.47 billion, and free cash flow reached a record $3.1 billion. Management attributed the performance to robust cloud data center demand and cited exabyte demand growth tied to AI, along with its Mozaic platform and HAMR roadmap. The balance sheet improved meaningfully. Seagate retired $302 million of debt in the quarter and $1.4 billion for the year, bringing total debt to about $3.6 billion from roughly $5.0 billion a year earlier. Shareholders' equity swung to $2.2 billion from a deficit of $453 million. The board declared a quarterly dividend of $0.74 per share, payable October 7, 2026, and the company returned $810 million to shareholders in fiscal 2026 through dividends and buybacks. For fiscal Q1 2027, Seagate guided to revenue of $4.1 billion (plus or minus $100 million) and non-GAAP diluted EPS of $7.30 (plus or minus $0.20), which excludes an estimated $0.26 per share of share-based compensation. Investors should note that GAAP earnings include a $105 million legal settlement in fiscal 2026 and $151 million of debt-transaction losses, both excluded from non-GAAP results. The guidance also includes the dilutive impact of the 2028 exchangeable notes, and the company stated minimal expected impact from tariffs and Middle East conflict.

Jul 28, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Regulation FD Disclosure (Jun 12, 2026)

On June 11, 2026 (US) / June 12, 2026 (Singapore), Seagate Technology Holdings plc (NASDAQ: STX) disclosed through Form 8-K that its subsidiary Seagate HDD Cayman has issued a notice calling for the redemption of all outstanding 3.50% Exchangeable Senior Notes due 2028. The redemption date is September 8, 2026, when remaining notes not submitted for exchange will be redeemed in cash at par plus accrued and unpaid interest. Interest stops accruing on the redemption date unless Seagate HDD fails to pay in full. Holders may exchange notes until 5:00 p.m. New York time on September 3, 2026. The current exchange rate is 12.1363 ordinary shares per $1,000 principal amount, which will be adjusted on June 25, 2026 to reflect the previously announced $0.74 per share dividend under the indenture. Principal is paid in cash, and the excess exchange value is settled in ordinary shares (with cash in lieu of fractional shares). Seagate HDD expects to eliminate approximately $150.7 million of debt through voluntary exchanges and redemption of any unexchanged notes. For investors, this is a modest, largely housekeeping capital-structure event relative to Seagate's overall balance sheet. It reduces outstanding exchangeable debt and may lead to some share issuance if holders convert, which would be mildly dilutive. The filing does not include updated financial results, guidance, or a stated rationale beyond debt elimination, so investors should weigh it against the company's latest 10-Q or 10-K for full context.

Jun 12, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (May 28, 2026)

Seagate Technology Holdings plc (NASDAQ: STX) announced on May 28, 2026 that it closed privately negotiated exchanges of $185.908 million principal amount of its subsidiary Seagate HDD Cayman's 3.50% Exchangeable Senior Notes due 2028. Consideration consisted of $185.908 million in cash plus an aggregate of 2,023,124 (approximately 2.02 million) ordinary shares of Seagate. The exchanges were completed May 26-27, 2026, with the share count determined over a one-trading-day averaging period beginning May 21, 2026. The exchanged notes have been retired, leaving approximately $185.8 million of the notes outstanding on unchanged terms. For investors, this is a relatively small, routine capital-structure transaction. The filing does not disclose the company's balance sheet impact, the effective price per share, or the reasons behind the exchange in detail, and the cash and share components are modest relative to the company's overall capitalization. The roughly 2.02 million new shares represent a limited dilution event, and the cash outlay of $185.9 million reduces the principal of exchangeable debt that would otherwise have been settled in the future. The shares were issued in private placements under Section 4(a)(2), so they were not registered and may carry resale restrictions. The 8-K itself contains no new guidance, earnings information, or operational updates. Investors seeking to assess the full effect should review the company's latest Form 10-Q or 10-K for share count, debt schedules, and the exchangeable note terms, as well as the May 21, 2026 Form 8-K that originally announced the transaction.

May 28, 2026 8-K

Leadership ChangesExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (May 21, 2026)

On May 20, 2026, Seagate Technology Holdings plc and its subsidiary Seagate HDD Cayman entered into privately negotiated exchange agreements with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028. The agreements cover the exchange of $185.908 million in principal amount of notes for consideration consisting of $185.908 million in cash plus a number of Seagate ordinary shares. The share count will be determined over a one-trading-day period beginning May 21, 2026, and the exchanges are expected to close on or about May 26, 2026, subject to customary closing conditions. The exchanged notes will be retired at closing. Seagate HDD expects approximately $185.8 million of principal to remain outstanding on the original terms. The filing does not disclose the total notes outstanding before the exchange, the number of shares to be issued, the exchange price, or the resulting dilution. Investors will need the closing 8-K or subsequent disclosures to quantify the share issuance and the change in the company's debt and equity position. The transaction is a capital-structure action in which a portion of the exchangeable debt is settled with a mix of cash and equity. The shares are issued in private placements under Section 4(a)(2) of the Securities Act and are not registered. The filing includes standard forward-looking-statement cautions noting that completion, size, and terms are not assured.

May 21, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Executive Changes (May 6, 2026)

Seagate Technology Holdings plc (NASDAQ: STX) disclosed in an 8-K filed May 6, 2026 that Lead Independent Director Michael R. Cannon will not stand for re-election at the 2026 Annual General Meeting and will retire from the Board when his current term concludes in October 2026. Cannon notified the Board on May 5, 2026, and the filing states that his decision was not due to any disagreement with the Company on its operations, policies, or practices. This is a planned governance transition rather than a negative operational or financial signal. Cannon has served on the Board since February 2011, including five years as Lead Independent Director and five years as Board Chair. He brings roughly 40 years of disk drive industry experience, including leadership roles at Control Data, IBM's Storage Systems Division, and as CEO of Maxtor, which Seagate later acquired. Chair and CEO Dave Mosley credited him with guiding Seagate through transformational change and strategic growth. The filing contains no financial results, guidance, or transaction details. For investors, the main implications are governance-related: the Board will lose a long-tenured independent leader with deep industry operating knowledge, and the Lead Independent Director role will need a successor. The filing does not name a replacement or describe any changes to committee assignments or compensation, so investors should watch for future disclosures, including the 2026 proxy statement and any Board succession announcement ahead of the Annual Meeting.

May 6, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Apr 28, 2026)

Seagate reported fiscal third quarter 2026 results (quarter ended April 3, 2026) that substantially beat its own guidance. Revenue rose 44% year over year to $3.11 billion, and GAAP gross margin expanded to 46.5% from 35.2%. GAAP diluted EPS was $3.27 versus $1.57 a year earlier, while non-GAAP diluted EPS was $4.10 versus $1.90. Management described the quarter as achieving record margin performance and cited AI-driven data creation as a driver of structural storage demand. Operating cash flow was $1.1 billion and free cash flow was $953 million, and the company retired about $641 million of debt and returned $191 million to shareholders. The quarter was not free of one-time items. A $105 million legal settlement, which the company excludes from non-GAAP results, reduced GAAP operating income, and net loss from debt transactions was $69 million. Balance sheet deleveraging continued: long-term debt fell to $3.47 billion from $5.0 billion at fiscal year-end 2025, and shareholders' equity turned positive at $1.095 billion from a deficit of $453 million. The filing also notes a settlement obligation with the U.S. Department of Commerce's Bureau of Industry and Security requiring timely quarterly payments, which investors should monitor. For the fiscal fourth quarter 2026, Seagate guided to revenue of $3.45 billion (plus or minus $100 million) and non-GAAP diluted EPS of $5.00 (plus or minus $0.20), which implies continued sequential growth. The board declared a quarterly dividend of $0.74 per share, payable July 7, 2026, unchanged in dollar terms from the prior quarter's $0.74 and up from $0.72 a year earlier. Guidance excludes about $0.23 per share of share-based compensation and does not reconcile to GAAP EPS because of potential debt-transaction and investment items that cannot yet be predicted.

Apr 28, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (Feb 19, 2026)

On February 19, 2026, Seagate Technology Holdings plc (NASDAQ: STX) closed privately negotiated exchange agreements with a limited group of holders of its subsidiary Seagate HDD Cayman's 3.50% Exchangeable Senior Notes due 2028. Seagate HDD exchanged $600 million of principal amount of the Notes for consideration of approximately $599.2 million in cash and 5,952,309 Seagate ordinary shares. The exchanged Notes have been retired, and approximately $400 million of Notes remain outstanding on unchanged terms. The share component was determined over a one-trading-day pricing period beginning February 12, 2026, and the exchanges settled between February 17 and 19, 2026. For investors, the transaction reduces the company's exchangeable debt by $600 million in principal, roughly one-third of the original Notes issuance, and removes that obligation from the capital structure. The cash outlay of about $599.2 million is close to the principal amount, so the economic cost is largely a cash settlement of the Notes, with the equity component delivered as shares. The filing does not disclose the implied per-share value, the share price used, or the pre- and post-transaction share count, so the precise dilution and the value transferred to the exchanging holders cannot be determined from this document alone. The issuance was made under the Section 4(a)(2) private placement exemption, so the shares are not registered for resale in this filing. The 8-K is largely a transaction-closing disclosure. Item 7.01 furnishes the press release (Exhibit 99.1) under Regulation FD, meaning it is not deemed filed under Section 18 of the Exchange Act. Investors should review the company's next periodic report for the balance sheet effects, updated share count, and any associated accounting treatment of the exchange.

Feb 19, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (Feb 12, 2026)

Seagate Technology Holdings plc (NASDAQ: STX) and its subsidiary Seagate HDD Cayman entered into privately negotiated exchange agreements on February 11, 2026, with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028. The company will exchange $600 million of principal amount of these notes for approximately $599.2 million in cash plus a number of Seagate ordinary shares. The share count will be set over a one-trading-day period beginning February 12, 2026, and the exchanges are expected to close on or about February 17, 2026, subject to customary closing conditions. The exchanged notes will be retired. After closing, Seagate HDD expects about $400 million of principal to remain outstanding on the original terms. The transaction is structured as a private placement under Section 4(a)(2) of the Securities Act, so the ordinary shares issued will be unregistered and subject to resale restrictions. The filing does not disclose the number of shares to be issued, the source of the cash, or the accounting impact. For investors, the main points are the reduction of the exchangeable debt stack by about 60% and the potential for share issuance that could add some dilution, depending on the final share count. The filing offers limited detail on the economic terms beyond the cash amount, so the full effect on dilution and leverage will depend on the figures disclosed at closing.

Feb 12, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Jan 27, 2026)

Seagate reported fiscal second-quarter 2026 results (quarter ended January 2, 2026) that exceeded management's expectations on both revenue and profitability. Revenue rose 21.5% year over year to $2.83 billion, from $2.33 billion. GAAP gross margin expanded to 41.6% from 34.9%, and GAAP operating margin reached 29.8% versus 21.0% a year earlier. GAAP diluted EPS was $2.60, up from $1.55, and non-GAAP diluted EPS was $3.11, up from $2.03. Management attributed the results to strong data center demand and the ramp of its HAMR-based Mozaic products. Cash generation was strong, with operating cash flow of $723 million and free cash flow of $607 million. Year-to-date free cash flow reached $1.03 billion, compared with $177 million in the prior-year period. Balance sheet quality improved meaningfully. Seagate retired $500 million of its 2028 exchangeable senior notes, which produced a $66 million net loss from debt transactions in the quarter. Total shareholders' equity swung to a positive $459 million from a deficit of $(453) million at fiscal year-end 2025. Cash and equivalents were $1.05 billion. Total debt stood at roughly $4.5 billion, including $998 million classified as current. The company paid $154 million in dividends during the quarter and declared a quarterly dividend of $0.74 per share, payable April 8, 2026. For fiscal third quarter 2026, Seagate guided to revenue of $2.90 billion (plus or minus $100 million) and non-GAAP diluted EPS of $3.40 (plus or minus $0.20). The non-GAAP EPS guidance excludes estimated share-based compensation of $0.23 per share. The guidance includes the estimated net dilutive impact of the 2028 exchangeable notes and assumes minimal impact from announced tariff policies. Investors should note that the company's GAAP and non-GAAP results diverge significantly because of share-based compensation, debt-transaction losses, and tax adjustments, and that the company has not reconciled its forward non-GAAP EPS guidance to GAAP.

Jan 27, 2026 8-K

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (Nov 13, 2025)

Seagate Technology Holdings plc (STX) disclosed in this Form 8-K, filed November 13, 2025, that it closed privately negotiated exchanges of $500 million principal amount of its subsidiary Seagate HDD Cayman's 3.50% Exchangeable Senior Notes due 2028. The exchanges were consummated on November 10 and November 12, 2025, with holders receiving aggregate consideration of approximately $503.4 million in cash plus 4,313,941 ordinary shares of Seagate. The share count was set over a one-trading-day averaging period beginning November 5, 2025. For investors, the key facts are the size and form of the consideration and the balance-sheet effect. The exchanged notes have been retired, reducing the convertible-style debt outstanding by $500 million. Approximately $1.0 billion in principal of the notes remains outstanding on unchanged terms. The cash outlay of about $503.4 million is roughly $3.4 million above par, reflecting the value transferred to holders, and the share issuance of about 4.3 million shares adds modest dilution to the existing share count. The filing does not quantify the impact on share count outstanding or on earnings, so those effects should be confirmed in the company's subsequent periodic reports. The transactions were structured as private placements under Section 4(a)(2) of the Securities Act, so the shares were not registered. The 8-K furnishes the related press release as Exhibit 99.1 under Item 7.01, meaning it is not deemed filed for Exchange Act liability purposes. The filing contains no earnings guidance or forward-looking operational commentary beyond standard cautionary language.

Nov 13, 2025 8-K

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (Nov 5, 2025)

On November 4, 2025, Seagate Technology Holdings plc and its subsidiary Seagate HDD Cayman entered into privately negotiated exchange agreements with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028. The company will exchange $500 million of principal, which is about one-third of the roughly $1.5 billion of notes outstanding before the transaction, for approximately $503.4 million in cash plus a number of Seagate ordinary shares. The share component will be set over a one-trading-day period starting November 5, 2025, so the final share count is not yet known. The exchanges are expected to close on or about November 10, 2025, subject to customary conditions. After closing, about $1.0 billion of the notes will remain outstanding on unchanged terms. For investors, the key questions are the cash cost, the share issuance, and the resulting balance sheet. The cash payment of $503.4 million is modestly above the $500 million principal, implying a small premium paid in cash, with the value of the shares not disclosed in the filing. The exchange retires exchangeable debt in exchange for cash and equity, which reduces the notes' potential future conversion into shares. The filing does not quantify the net effect on share count, dilution, or liquidity, and the company notes that completion, size, and terms are not assured. The ordinary shares will be issued in private placements under Section 4(a)(2) of the Securities Act and are unregistered. The filing gives no explicit rationale for the transaction, so the strategic motive should be confirmed in management commentary or subsequent filings, such as the next 10-Q or the closing 8-K.

Nov 5, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Financial Results (Oct 28, 2025)

Seagate reported fiscal first quarter 2026 (ended October 3, 2025) results that beat its own guidance, with revenue of $2.63 billion, up about 21% year-over-year from $2.17 billion. GAAP gross margin of 39.4% and non-GAAP gross margin of 40.1% were both record levels, and GAAP diluted EPS rose to $2.43 from $1.41 a year earlier. Non-GAAP diluted EPS was $2.61, which management said exceeded the high end of its guided range. Operating cash flow was $532 million and free cash flow was $427 million, versus $27 million in the prior-year quarter. The company returned $182 million to shareholders through dividends ($153 million) and buybacks ($29 million). The company guided fiscal second quarter 2026 revenue to $2.70 billion (plus or minus $100 million) and non-GAAP diluted EPS to $2.75 (plus or minus $0.20). The guidance excludes estimated share-based compensation of about $0.24 per share and reflects the Pillar Two global minimum tax, the net dilutive effect of the 2028 exchangeable notes, and minimal expected impact from announced tariff policies. Management attributed demand strength to high-capacity storage for cloud and AI workloads and highlighted that its HAMR-based Mozaic products are now qualified with five of the world's largest cloud customers. The board raised the quarterly dividend about 3% to $0.74 per share, payable January 9, 2026. Balance sheet metrics improved, with the shareholders' deficit narrowing to $(63) million from $(453) million and cash rising to $1.11 billion. Investors should note that roughly $1.5 billion of debt moved into current liabilities, which pushed current liabilities to $4.12 billion and left working capital slightly negative, so near-term refinancing or repayment capacity is a key focus.

Oct 28, 2025 8-K

Seagate Technology Holdings plc 8-K Report, Executive Changes (Oct 28, 2025)

Seagate Technology Holdings plc (STX) filed an 8-K on October 27, 2025, detailing the outcomes of its Annual General Meeting (AGM) held on October 25, 2025. Key shareholder approvals were granted for the Amended and Restated Employee Stock Purchase Plan (Amended ESPP) and the Amended and Restated 2022 Equity Incentive Plan (2022 EIP). These approvals are significant as they increase the share pools available for employee participation and compensation, indicating a commitment to incentivizing and retaining talent through equity awards. The meeting also saw the election of eleven directors to hold office until the 2026 AGM, with all nominees receiving substantial support. Shareholders also approved the executive compensation plan in a non-binding vote and ratified the appointment of Ernst & Young LLP as the independent auditor for the upcoming fiscal year. Furthermore, several proposals related to the board's authority to allot and issue shares, opt-out of pre-emption rights, and re-allot treasury shares were approved, providing the company with flexibility in its capital management strategies.

Oct 28, 2025 8-K

Leadership ChangesExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Executive Changes (Aug 26, 2025)

Seagate Technology Holdings plc (STX) filed an 8-K on August 26, 2025 reporting a board appointment rather than a financial or operational event. The Board appointed Thomas (Tom) Szlosek as a director effective August 23, 2025, and placed him on the Audit and Finance Committee. The Board determined he is independent under Nasdaq listing rules. He will serve until the next annual general meeting, where he is expected to stand for shareholder election. The filing contains no earnings, guidance, or other financial results. Its investor relevance lies in governance. Mr. Szlosek brings substantial finance credentials: he is a Certified Public Accountant, currently serves as EVP and CFO of AutoNation, Inc. (since August 2023), and previously held CFO roles at Avantor and Honeywell, along with earlier finance positions at General Electric and an audit start at PwC. Adding a financially experienced independent director to the audit committee is generally viewed positively for oversight quality. Compensation is standard for non-employee directors: a $100,000 annual cash retainer, an initial RSU grant valued at $275,000 (prorated to the AGM), and $15,000 per year for audit committee service. No material related-party transactions or selection arrangements were disclosed. The amounts are modest relative to Seagate's scale and do not indicate any change in the company's financial position.

Aug 26, 2025 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Jul 30, 2025)

Seagate Technology Holdings plc filed this 8-K to furnish the prepared remarks from its fiscal fourth quarter and fiscal year 2025 earnings call, held July 29, 2025. The filing contains no financial statements itself. The figures below come from the transcript. A technical problem interrupted the live webcast for part of the call, so the company also points to a replay on its Investor Relations site. The June quarter was strong: revenue was $2.44 billion, up 30% year over year and 13% sequentially. Non-GAAP gross margin reached a record 37.9%, non-GAAP operating margin was 26.2%, and non-GAAP EPS was $2.59, at the high end of guidance. For the full fiscal year, revenue rose nearly 40% to $9.1 billion, non-GAAP operating profit was $2.1 billion, and non-GAAP EPS was $8.10. Nearline demand from cloud customers drove results, and management said nearline exabyte capacity is largely committed through mid-calendar 2026 under build-to-order contracts. Management guided the September quarter, a 14-week period, to revenue of $2.5 billion plus or minus $150 million, which implies about 15% year-over-year growth at the midpoint. Non-GAAP EPS is guided to $2.30 plus or minus $0.20, on a 16% tax rate and 221 million diluted shares. The company expects non-GAAP operating margin in the mid-to-high twenties. Management also plans to resume share repurchases this quarter, partly to offset dilution from its 2028 convertible notes. Balance sheet metrics improved, with net leverage at 1.8 times, gross debt of about $5 billion, and liquidity of $2.2 billion. Free cash flow nearly doubled to $425 million in the June quarter. Roadmap milestones include ramping HAMR-based Mozaic 3+ products, qualifying 4-plus terabyte-per-disk drives with a volume ramp in the first half of calendar 2026, and targeting 5 terabytes per disk in early 2028. Management expects minimal tariff impact at present, though it is monitoring trade policy closely.

Jul 30, 2025 8-K

Other EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Financial Results (Jul 29, 2025)

Seagate Technology Holdings plc reported fiscal fourth quarter and full-year 2025 results (quarter ended June 27, 2025) with strong top-line and margin momentum. Q4 revenue was $2.44 billion, up roughly 30% year over year from $1.89 billion, with GAAP gross margin of 37.4% (versus 31.8%) and non-GAAP gross margin of 37.9%. GAAP diluted EPS was $2.24 and non-GAAP diluted EPS was $2.59, at the top of prior guidance. For fiscal 2025, revenue reached $9.10 billion, GAAP diluted EPS was $6.77 (versus $1.58), and non-GAAP diluted EPS was $8.10 (versus $1.29). Note that the fiscal 2025 GAAP results benefited from a $313 million divestiture gain recorded in the prior year period rather than this one; the year-over-year comparison is therefore flattered by a weak FY2024 base. Cash generation and balance sheet deleveraging were notable. Fiscal 2025 operating cash flow was $1.08 billion and free cash flow was $818 million, while the company returned $600 million through dividends and reduced total debt by $684 million to $5.0 billion. Shareholders' deficit narrowed to $(453) million from $(1,491) million. The Board declared a quarterly dividend of $0.72 per share, payable October 9, 2025, unchanged from the prior quarter's level in the sense of being the Q4 declared rate, and up from $0.70 a year earlier. Looking ahead, management guided fiscal Q1 2026 revenue to $2.50 billion (plus or minus $150 million) and non-GAAP diluted EPS to $2.30 (plus or minus $0.20). Guidance includes the impact of the Pillar Two global minimum tax, the estimated dilution from the 2028 exchangeable notes, and minimal expected tariff impact, and excludes about $0.23 per share of share-based compensation. Management highlighted HAMR qualification and ramp plans as the key driver of future demand for mass-capacity storage. Investors should watch the gap between GAAP and non-GAAP earnings, the cash cost of debt reduction, and execution on HAMR ramps.

Jul 29, 2025 8-K

Seagate Technology Holdings plc 8-K Report, Corporate Update (Jul 28, 2025)

Seagate Technology Holdings plc (NASDAQ: STX) disclosed in an 8-K filed July 28, 2025 that Chief Executive Officer Dave Mosley will become Chairman of the Board, effective at the conclusion of the 2025 Annual General Meeting of Shareholders, which is expected to be held in October 2025. He succeeds Michael R. Cannon, who has served as Board Chair since July 2020 and will remain on the Board as Lead Independent Director. Both appointments remain subject to annual shareholder election, and Cannon's continuing role is contingent on his continued qualification as an independent director. The change combines the Chair and CEO roles under Mosley, who has led Seagate since October 2017 and has been a director since July 2017 and has nearly 30 years of tenure with the company. The Board unanimously approved the decision, and both executives' statements emphasize continuity, long-term strategic focus, and capturing data-driven storage demand. The filing contains no financial results, guidance, or compensation terms, so its direct financial impact is limited. For investors, the key takeaways are governance-related: a single executive now holds both the CEO and Chair roles, which concentrates authority, while the appointment of an independent Lead Independent Director is a partial counterbalance. Investors may want to monitor the October 2025 shareholder vote and the proxy disclosures that will follow for any changes to board oversight structure.

Jul 28, 2025 8-K

Material AgreementsFinancial EventsRegulation FD+1

Seagate Technology Holdings plc 8-K Report, Material Agreement (Jun 30, 2025)

On June 30, 2025, Seagate Technology Holdings plc (STX) settled exchange offers and consent solicitations for eight series of senior notes issued by its subsidiary Seagate HDD Cayman. Holders tendered about $2.81 billion of the roughly $3.15 billion of old notes, and those notes were exchanged for new notes issued by Seagate Data Storage Technology Pte. Ltd. (SDST). The new notes keep the same coupons and maturities as the old ones, so the transaction mainly restructures the issuer and credit support rather than changing debt service terms. Holders were paid a total consideration of $1,000 principal of new notes plus $1.25 cash per $1,000 of old notes, a cash cost of roughly $3.5 million. The more consequential change is for the approximately $336 million of old notes that remain outstanding. Under the supplemental indentures, which became operative at settlement, the restrictive covenants and certain default provisions were eliminated for those notes, and the guarantors were released from their obligations on them. Remaining holders are left with a much weaker set of protections, and their notes may trade less favorably as a result. The new notes are registered-exempt and carry registration rights requiring an exchange offer for registered notes within 451 days, with additional interest of up to 1.00% per annum if those obligations are not met. For investors, the key takeaways are that the company largely completed a liability management exercise, that the 9.625% 2032 notes saw the highest participation at about 97%, and that the 5.750% 2034 notes saw the lowest at about 67%, leaving $162 million outstanding. The filing does not disclose any new borrowing or change in leverage, since the exchange was a like-for-like debt swap. The main risks are reduced creditor protection for non-tendering holders, possible illiquidity in the small residual series, and the registration obligations on the new notes.

Jun 30, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

Seagate Technology Holdings plc 8-K Report, Agreement Terminated (Jun 16, 2025)

Seagate's June 16, 2025 Form 8-K reports two related debt actions. First, on June 11, 2025, Seagate HDD (a direct subsidiary of Seagate Technology Holdings plc) redeemed all remaining outstanding 4.875% Senior Notes due 2027 at 100.819% of principal, plus accrued interest. The filing says this satisfied and discharged the indenture. The redemption triggered Item 2.04 because it accelerated a direct financial obligation. The company is retiring this debt early and paying a modest premium over par. Second, the company disclosed early results of exchange offers and consent solicitations for eight series of senior notes issued by Seagate HDD, totaling roughly $3.15 billion of principal outstanding as of May 28, 2025. Holders who tendered by the June 10, 2025 early participation deadline had about $2.74 billion validly tendered, or roughly 87% of the outstanding amount. Participation ranged from about 61% (5.750% notes due 2034) to about 95% (8.250% notes due 2029). Exchanging holders receive $1,000 of new notes issued by Seagate Data Storage Technology Pte. Ltd. plus $1.25 in cash. Holders who tender after the early deadline and before the June 26, 2025 expiration receive the same total consideration as amended. Requisite consents have been received for all series. The proposed amendments would strip most restrictive covenants and certain default provisions from the old indentures, and they bind non-tendering holders once they become operative. For investors, the main takeaways are a likely simplification of the capital structure and a shift of obligations to a different issuing entity. Holders who do not tender may find their remaining notes stripped of covenant protection, so the outcome depends on each holder's decision. The filing contains no new financial results, guidance, or quantified effects on earnings, leverage, or interest expense.

Jun 16, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

Seagate Technology Holdings plc 8-K Report, Material Agreement (May 28, 2025)

On May 27, 2025, Seagate Data Storage Technology Pte. Ltd. (SDST), a subsidiary of Seagate Technology Holdings plc (STX), issued $400 million of 5.875% Senior Notes due July 15, 2030. The notes are fully and unconditionally guaranteed on a senior unsecured basis by the parent, Seagate Technology Unlimited Company, and Seagate HDD Cayman. The notes rank equally with SDST's other senior unsecured debt, are effectively subordinated to secured debt, and are structurally subordinated to liabilities of non-guarantor subsidiaries, including guarantees of borrowings under Seagate HDD's credit agreement. Covenants are customary for investment-grade-style high-yield debt, including limits on liens, subsidiary debt, sale-leasebacks, and mergers, and a 101% change-of-control put. The same day, the company launched exchange offers and consent solicitations for eight series of existing senior notes (roughly $3.1 billion aggregate principal outstanding, based on the listed amounts) previously issued by Seagate HDD Cayman. Holders who tender by the June 10, 2025 Early Participation Deadline receive $1,000 principal of new SDST notes plus $1.25 in cash per $1,000 tendered; later tenders receive $950 of new notes. The offers expire June 26, 2025 unless extended. The consent solicitations seek to strip substantially all restrictive covenants and certain default provisions from the old indentures, and the exchange is not conditioned on receiving the consents or on a minimum tender level. This shifts the issuer of the old notes into a guarantor role and moves the obligations to SDST. For investors, the key takeaways are a refinancing of Seagate's capital structure with a new 2030 issuance and a debt exchange designed to remove covenant protections from existing holders' notes. Holders who do not tender will be left with notes whose covenants may be substantially weakened if the consents pass, and the exchange structure relocates credit exposure to SDST. The filing contains no financial results, so the impact on leverage, interest expense, and cash flow must be evaluated against the company's periodic reports.

May 28, 2025 8-K

Other Events

Seagate Technology Holdings plc 8-K Report, Corporate Update (May 22, 2025)

Seagate Technology Holdings plc (STX) announced a significant capital allocation decision, with its board of directors approving a new share repurchase program authorizing the buyback of up to $5 billion of its common stock. This substantial authorization underscores management's confidence in the company's financial health and its commitment to returning value to shareholders. The repurchases can be executed through various methods, including open market purchases and accelerated share repurchases, offering flexibility in execution. The program does not have a fixed expiration date, allowing for sustained capital return over time, subject to the company's financial performance and strategic considerations.

May 22, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Material Agreement (May 13, 2025)

On May 12, 2025, Seagate Technology Holdings plc (NASDAQ: STX) disclosed that its subsidiary Seagate Data Storage Technology Pte. Ltd. (SDST) agreed to sell $400 million of 5.875% Senior Unsecured Notes due 2030 in a Rule 144A / Regulation S private placement, priced at 100% of principal. The notes are senior unsecured obligations of SDST, initially guaranteed on a senior unsecured basis by Seagate Technology Holdings plc, Seagate Technology Unlimited Company, and Seagate HDD Cayman. Closing is expected on or about May 27, 2025, subject to customary conditions. PJT Partners acted as financial advisor to the Company. The primary purpose of the offering is refinancing. Net proceeds, together with cash on hand, will fund the full redemption of HDD's outstanding 4.875% Senior Notes due 2027 and pay related fees and expenses. Because the transaction replaces 4.875% debt with 5.875% debt, the coupon on the refinanced portion rises by 100 basis points, so the deal is better read as a maturity extension and liability management step than as a source of new growth capital. The filing does not disclose the size of the 2027 Notes being redeemed beyond what is implied by the redemption, and it does not quantify expected interest savings or costs. For investors, the filing is a routine debt refinancing rather than a material change to Seagate's operations, guidance, or capital return policy. Its main significance is that it extends the company's debt maturity profile to 2030 and keeps the guarantor structure intact. Certain initial purchasers are lenders or agents under SDST's existing credit agreement, which is a standard disclosure. Investors should watch the closing on May 27, 2025 and the execution of the 2027 Notes redemption.

May 13, 2025 8-K

Other EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Corporate Update (May 12, 2025)

On May 12, 2025, Seagate Technology Holdings plc (NASDAQ: STX) disclosed through Form 8-K that its subsidiary, Seagate Data Storage Technology Pte. Ltd., launched a private offering of $400.0 million aggregate principal amount of senior notes due 2030. The notes are expected to be guaranteed by Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Seagate HDD Cayman, and are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. PJT Partners served as financial advisor to the Company on the transaction. In connection with the offering, Seagate HDD Cayman issued a notice of conditional full redemption for all of its outstanding 4.875% Senior Notes due 2027. The redemption price equals 100% of principal plus a make-whole premium set forth in the indenture, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption is conditioned on receipt of net proceeds from one or more financing transactions, together with cash on hand, sufficient to pay the Redemption Price on or before the redemption date. The Company intends to use the net proceeds from the new notes, together with cash on hand, to finance the redemption of the 2027 Notes and to pay related fees and expenses. The filing states that the offering may not be consummated and that its size and terms are not guaranteed.

May 12, 2025 8-K

Seagate Technology Holdings plc 8-K Report, Executive Changes (May 8, 2025)

Seagate Technology Holdings plc (STX) has filed a Current Report on Form 8-K to disclose a change in its Board of Directors. Ms. Judy Bruner has informed the Board of her decision not to seek re-election at the upcoming 2025 Annual General Meeting of Shareholders. Ms. Bruner will continue her board duties until the conclusion of the meeting. This departure is described as voluntary and not prompted by any disputes with the company regarding its operations, policies, or practices, which is a positive indicator for stability and continued alignment within the company's governance structure.

May 8, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Financial Results (Apr 29, 2025)

Seagate (STX) reported fiscal third quarter 2025 results (quarter ended March 28, 2025) that showed strong year-over-year improvement. Revenue reached $2.16 billion, up roughly 30% from $1.655 billion a year earlier. GAAP gross margin expanded to 35.2% from 25.7%, GAAP operating margin rose to 20.0% from 8.6%, and GAAP diluted EPS was $1.57 versus $0.12. Non-GAAP diluted EPS came in at $1.90, at the top of management's guidance range. Management attributed the results to structural business model improvements and a healthy supply/demand environment for mass-capacity storage, with the HAMR product ramp supporting cloud customer demand. Cash generation was solid for the quarter, with operating cash flow of $259 million and free cash flow of $216 million. The company reduced debt by $536 million, ending the quarter with total debt of $5.1 billion and cash of $814 million. Shareholder returns totaled $152 million via the quarterly dividend, and the Board declared a $0.72 per share dividend payable July 8, 2025. Nine-month figures show net income of $981 million versus a loss of $178 million a year earlier, though the balance sheet still carries a shareholders' deficit of $829 million. Looking ahead, management guided fiscal Q4 2025 revenue to $2.40 billion (plus or minus $150 million) and non-GAAP diluted EPS to $2.40 (plus or minus $0.20), assuming minimal impact from announced global tariff policies. Investors should note that the guidance excludes share-based compensation of about $0.22 per share, and that GAAP-to-non-GAAP reconciliation for the outlook is not provided. Key watch items include inventory and accounts payable movements in cash flow, tariff and trade policy developments, and execution of the HAMR ramp.

Apr 29, 2025 8-K

Seagate Technology Holdings plc 8-K Report, Material Agreement (Feb 3, 2025)

Seagate Technology Holdings plc (STX) has announced the entry into a new $1.3 billion senior unsecured revolving credit facility, replacing its previous agreement. This new facility, effective January 30, 2025, extends the borrowing period to January 30, 2030, providing significant financial flexibility. The agreement includes provisions for up to $150 million in letters of credit and $50 million in swingline loans, demonstrating the company's capacity for various financial needs. Key to investors is the introduction of a financial covenant requiring a total net leverage ratio of less than or equal to 6.75 to 1.00, with this covenant not impacting current operations unless borrowings exceed 0.0% of commitments. The interest rate is tied to SOFR plus a variable margin based on the company's credit rating, aligning borrowing costs with financial performance. This refinancing is a positive step, ensuring access to capital and supporting Seagate's ongoing operations and strategic initiatives.

Feb 3, 2025 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Jan 21, 2025)

Seagate (STX) reported fiscal Q2 2025 (quarter ended December 27, 2024) results that showed a sharp year-over-year recovery. Revenue rose to $2.33 billion from $1.56 billion (about 50% growth), GAAP gross margin expanded to 34.9% from 23.3%, and GAAP operating margin reached 21.0% versus 8.0% a year earlier. GAAP net income was $336 million, or $1.55 diluted EPS, compared with a loss of $0.09 per share in the prior-year quarter. Non-GAAP diluted EPS was $2.03. Management emphasized sequential improvement in revenue, gross margin, and non-GAAP EPS through each quarter of calendar 2024, and cited a decade-high gross margin exiting the December quarter. Management also said HAMR-based Mozaic products began ramping to its lead cloud customer and are sampling at capacities up to 36 terabytes. Cash generation was solid but more modest than the earnings suggest. Operating cash flow was $221 million and free cash flow was $150 million in the quarter. For the six months, free cash flow was $177 million, and cash and equivalents ended the quarter at $1.24 billion. The balance sheet remains highly levered, with total debt of roughly $5.7 billion (current and long-term) and a shareholders' deficit of $1.08 billion. Working capital absorbed cash in the first half, with inventories up about $234 million and receivables up about $158 million. The company declared a quarterly dividend of $0.72 per share, unchanged from the prior quarter's level and up from $0.70 a year earlier, and returned $148 million to shareholders in the quarter. Guidance for fiscal Q3 2025 calls for revenue of $2.10 billion (plus or minus $150 million) and non-GAAP diluted EPS of $1.70 (plus or minus $0.20), which excludes about $0.23 per share of share-based compensation. Implied sequential revenue is down roughly 10% from the Q2 level, so investors will want to understand whether this reflects seasonality, supply constraints, or timing of shipments. The company also flagged that GAAP-to-non-GAAP reconciliation for guidance is unavailable because of items that are hard to predict, such as debt redemption effects, strategic investment losses, and purchase order cancellation fees. The release also references a settlement agreement with the U.S. Bureau of Industry and Security, under which the company must make timely quarterly payments.

Jan 21, 2025 8-K

Regulation FD

Seagate Technology Holdings plc 8-K Report, Regulation FD Disclosure (Dec 3, 2024)

Seagate Technology Holdings plc (STX) announced on December 3, 2024, via an 8-K filing, an update from their CEO, Dave Mosley, concerning the company's progress and production challenges. A key development is the successful qualification of their Heat-Assisted Magnetic Recording (HAMR) based Mozaic drives with major customers, including a leading cloud service provider. The company anticipates commencing initial volume shipments of these HAMR drives to this customer in the coming weeks, signaling a significant step forward in their next-generation storage technology. However, the filing also disclosed a production output issue. Seagate is experiencing delays in bringing existing production equipment back online to meet a strengthening HDD demand environment. This process is taking longer than initially anticipated and is expected to result in lower production output for the fiscal third quarter ending March 28, 2025. The company estimates an associated revenue impact of up to $200 million for that quarter. Despite this, Seagate's fiscal second quarter ending December 27, 2024, is currently tracking in line with management's expectations for both revenue and profitability.

Dec 3, 2024 8-K

Shareholder Matters

Seagate Technology Holdings plc 8-K Report, Shareholder Vote Results (Oct 22, 2024)

Seagate Technology Holdings plc (STX) filed an 8-K on October 21, 2024, detailing the outcomes of its 2024 Annual General Meeting (AGM) held on October 19, 2024. The primary focus of the filing is the voting results on four key proposals presented to shareholders. All proposals received substantial support, indicating shareholder confidence in the company's leadership and governance. Notably, all eleven director nominees were overwhelmingly elected to serve until the 2025 AGM, with significant "FOR" votes across the board. Additionally, shareholders approved, on an advisory basis, the compensation of the company's named executive officers, as well as the appointment of Ernst & Young LLP as the independent auditors for the fiscal year ending June 27, 2025. Finally, a proposal to determine the price range for re-allotting treasury shares also received majority approval. These results suggest a stable governance environment and continued shareholder backing for Seagate's operational and financial strategies.

Oct 22, 2024 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Oct 22, 2024)

Seagate's fiscal first quarter 2025 (ended September 27, 2024) showed a sharp operational turnaround. Revenue rose to $2.17 billion from $1.45 billion a year earlier, a roughly 49% increase. GAAP gross margin expanded to 32.9% from 10.2%, which management described as the highest level in more than a decade. GAAP operating margin reached 18.6%, versus (8.9)% a year ago, and GAAP diluted EPS was $1.41, compared with a loss of $0.88. Non-GAAP diluted EPS was $1.58. Growth was driven by the ramp of 28-terabyte nearline drives and early qualification activity for HAMR-based Mozaic products among cloud customers. Cash generation was more modest. Operating cash flow was $95 million and free cash flow was $27 million, down from $57 million a year earlier, as working capital absorbed cash. Accounts receivable rose to $628 million from $429 million and inventories increased to $1.38 billion from $1.24 billion. Cash and equivalents declined to $1.24 billion, and the company still carries a shareholders' deficit of $1.30 billion against roughly $5.7 billion of total debt. Investors should watch whether working capital growth reverses as the higher revenue base matures. Management raised the quarterly dividend about 3% to $0.72 per share, payable January 6, 2025. For fiscal second quarter 2025, Seagate guided revenue of $2.30 billion (plus or minus $150 million) and non-GAAP diluted EPS of $1.85 (plus or minus $0.20), with non-GAAP guidance excluding about $0.22 per share of share-based compensation. The filing also notes a $15 million BIS settlement payment in operating cash flow and ongoing quarterly payments under that settlement agreement.

Oct 22, 2024 8-K

Seagate Technology Holdings plc 8-K Report, Executive Changes (Aug 29, 2024)

Seagate Technology Holdings plc (STX) has filed an 8-K report to announce a key change in its Board of Directors. Mr. Robert A. Bruggeworth has decided not to seek re-election at the upcoming 2024 Annual General Meeting of Shareholders. He will continue to serve in his current capacity as a director until the conclusion of this meeting. Importantly, the company stated that Mr. Bruggeworth's decision is not a result of any disagreement with Seagate's operations, policies, or practices. This information is crucial for investors as it signals a transition in board composition without any underlying governance or operational concerns. The Board has expressed its gratitude for his service.

Aug 29, 2024 8-K

Leadership ChangesExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Financial Results (Jul 23, 2024)

Seagate Technology (STX) reported fiscal Q4 2024 results (quarter ended June 28, 2024) showing revenue of $1.89 billion, up roughly 18% year-over-year from $1.60 billion, with GAAP diluted EPS of $2.39 and non-GAAP diluted EPS of $1.05. Non-GAAP gross margin expanded to 30.9% from 19.5% a year earlier, and non-GAAP operating margin reached 17.3% versus 3.4%. GAAP results were inflated by a $313 million pre-tax net gain from the sale of its System-on-Chip Operations, which is excluded from non-GAAP figures. Cash flow from operations was $434 million and free cash flow was $380 million for the quarter, though the quarter also included $226 million of net divestiture proceeds recorded within operating cash flow, so underlying cash generation was lower than the headline figures suggest. For full fiscal 2024, revenue fell about 11% to $6.55 billion from $7.38 billion, but profitability improved sharply: non-GAAP operating margin rose to 10.3% from 5.6%, and non-GAAP diluted EPS was $1.29 versus $0.19. Free cash flow was $664 million and operating cash flow $918 million. The company returned $585 million to shareholders through dividends and ended the year with about $1.4 billion in cash and cash equivalents. Total liabilities of $9.2 billion exceed total assets of $7.7 billion, leaving a shareholders' deficit of $1.49 billion, and total debt is roughly $5.7 billion, so leverage and the sustainability of the dividend remain central investor concerns. The company issued $1.5 billion of convertible notes to retire term loans. Management guided fiscal Q1 2025 revenue to $2.10 billion (plus or minus $150 million) and non-GAAP diluted EPS to $1.40 (plus or minus $0.20), excluding about $0.16 per share of share-based compensation. The board declared a quarterly dividend of $0.70 per share, payable October 7, 2024 to holders of record on September 23, 2024, unchanged from the prior year. The outlook implies a meaningful step-up in revenue and earnings, driven by cloud demand and HAMR-based mass-capacity products, and investors will focus on whether that growth is delivered while leverage is reduced.

Jul 23, 2024 8-K

Seagate Technology Holdings plc 8-K Report, Executive Changes (Apr 25, 2024)

Seagate Technology Holdings plc filed a Form 8-K on April 25, 2024 to disclose an update to its executive severance arrangements. Under Item 5.02, the Compensation and People Committee adopted the Ninth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan on April 20, 2024. The plan's main substantive change is a pro-rata bonus element for non-U.S. executives in the event of a termination without a change in control. Other changes described as clarifications and administrative updates were not itemized in the filing. For investors, this is a governance and compensation housekeeping filing rather than a financial-results or operational event. The filing discloses no financial figures, earnings impact, guidance, or changes to Seagate's business, and it does not name specific executives or quantify potential severance payments. The full economic terms of the plan are in Exhibit 10.1, which is incorporated by reference and was not included in the content provided, so the magnitude of any payouts cannot be assessed from this document alone. The practical significance is likely modest. The change extends a pro-rata bonus to non-U.S. executives, which may be relevant to talent retention across Seagate's international workforce, and it signals that the committee is periodically refreshing its executive protections. Investors seeking to evaluate the financial exposure should review the complete Severance Plan and the company's proxy disclosures on executive compensation.

Apr 25, 2024 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Apr 23, 2024)

Seagate reported fiscal third quarter 2024 (ended March 29, 2024) revenue of $1.66 billion, down 11% year over year from $1.86 billion but up about 6% sequentially, per management. Profitability improved sharply. GAAP gross margin rose to 25.7% from 17.2%, and non-GAAP gross margin rose to 26.1% from 18.7%. GAAP operating margin was 8.6% versus a 16.9% loss a year earlier, and non-GAAP operating margin was 11.1% versus 3.5%. GAAP diluted EPS was $0.12 (net income of $25 million), compared with a $(2.09) loss in the prior-year quarter, and non-GAAP diluted EPS was $0.33. The year-over-year comparison is distorted by a $300 million BIS settlement penalty in the prior-year quarter. Cash flow from operations was $188 million and free cash flow was $128 million, though free cash flow fell from $174 million a year earlier. Nine-month results remain weak, with a GAAP net loss of $178 million and free cash flow of $284 million. The balance sheet remains highly leveraged. Shareholders' deficit widened to $(1,889) million from $(1,199) million at June 30, 2023. Total debt is roughly $5.7 billion, including $479 million current, against $795 million of cash. Management declared an unchanged quarterly dividend of $0.70 per share, payable July 5, 2024 to holders of record on June 20, 2024. That dividend costs about $147 million per quarter, which is large relative to the quarter's free cash flow of $128 million. Management also guided fiscal Q4 2024 revenue to $1.85 billion (plus or minus $150 million) and non-GAAP diluted EPS to $0.70 (plus or minus $0.20). That EPS guidance excludes about $0.16 per share of estimated share-based compensation. The implied sequential revenue growth of roughly 12% and EPS roughly double the Q3 level make the outlook the key variable for investors, as management ties the recovery to cloud demand, pricing, and the ramp of HAMR-based Mozaic products. The filing also flags risks. The forward-looking statements reference the company's ability to make timely quarterly payments under its settlement agreement with the U.S. Department of Commerce's Bureau of Industry and Security, along with debt service and free cash flow generation. Nine-month results include $113 million of purchase order cancellation fees and $43 million of strategic investment losses or impairments. Management also said it will provide the Q4 outlook on the public webcast, and the company's non-GAAP reconciliations exclude several recurring-looking items such as restructuring, share-based compensation, and underutilization charges, so investors should weigh GAAP results alongside non-GAAP figures.

Apr 23, 2024 8-K

Material Agreements

Seagate Technology Holdings plc 8-K Report, Material Agreement (Apr 23, 2024)

Seagate Technology Holdings plc (STX) announced on April 23, 2024, that it has entered into an Asset Purchase Agreement (APA) with Avago Technologies International Sales Pte. Limited, a subsidiary of Broadcom Inc. The agreement involves the sale of Seagate's System-on-Chip (SoC) operations, including certain intellectual property, equipment, and other related assets, for a cash consideration of $600 million. This divestiture of the SoC operations is a significant strategic move for Seagate. While the $600 million in cash will bolster the company's financial position, investors should assess the long-term implications for Seagate's product roadmap and competitive positioning in the data storage market. The company has also restructured an existing purchasing agreement with the purchaser, which includes provisions for employment offers to certain employees involved in the SoC operations, and outlines remedies for compliance failures. The full terms of the APA will be detailed in Seagate's upcoming Form 10-Q.

Apr 23, 2024 8-K

Regulation FD

Seagate Technology Holdings plc 8-K Report, Regulation FD Disclosure (Apr 16, 2024)

Seagate Technology Holdings plc (STX) has filed an 8-K to provide investors with updated information regarding the potential dilutive impact of its 3.50% Exchangeable Senior Notes due 2028. The company is clarifying how incremental dilutive shares are calculated for both GAAP and Non-GAAP EPS, particularly when the market value of its shares exceeds the initial exchange price of approximately $82.47. This filing aims to enhance transparency around the potential effect on earnings per share should the notes be exchanged. The company has also entered into capped call transactions that are designed to mitigate a portion of this potential dilution. These transactions will reduce the dilutive impact on Non-GAAP EPS when the average market value of Seagate's ordinary shares surpasses the strike price of the capped calls, which is initially set at $107.8480 per share. The provided table illustrates hypothetical dilutive shares and EPS adjustments under various stock price scenarios, offering investors a clearer understanding of the financial implications.

Apr 16, 2024 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Jan 24, 2024)

Seagate reported fiscal Q2 2024 (quarter ended December 29, 2023) revenue of $1.555 billion, down 18% year over year from $1.887 billion but up about 7% sequentially, as cloud nearline demand showed early signs of recovery. GAAP results improved sharply: operating margin swung to 8.0% from (8.5%) and GAAP net loss narrowed to $(19) million, or $(0.09) per share, from $(33) million. Non-GAAP diluted EPS was $0.12, down from $0.16 a year earlier but above the high end of guidance. Results were supported by a $31 million restructuring benefit and a $4 million purchase order cancellation fee benefit, so the underlying margin improvement is smaller than the GAAP figures suggest. Cash generation was modest. Operating cash flow was $169 million and free cash flow was $99 million, while the quarterly dividend of $0.70 per share consumed about $146 million. For the first six months, free cash flow of $156 million covered roughly half of the $291 million in dividends paid. Cash ended at $787 million, and long-term debt rose to $5.67 billion from $5.39 billion, leaving a total shareholders' deficit of $(1.81) billion. Management guided fiscal Q3 2024 revenue to $1.65 billion ± $150 million and non-GAAP diluted EPS to $0.25 ± $0.20, excluding about $0.15 per share of share-based compensation. Investors will be watching whether the Mozaic/HAMR ramp and continued demand recovery can lift free cash flow enough to sustain the dividend and reduce leverage.

Jan 24, 2024 8-K

Seagate Technology Holdings plc 8-K Report, Executive Changes (Jan 2, 2024)

Seagate Technology Holdings plc (STX) has filed an 8-K report disclosing the departure of its Senior Vice President, Chief Legal Officer, and Corporate Secretary, Katherine E. Schuelke, effective January 15, 2024. Ms. Schuelke is leaving to pursue other opportunities, and her resignation is stated to be amicable, without any disagreements regarding the Company's operations or policies. This departure represents a significant change in the Company's senior legal leadership. Laurie Webb, currently Vice President, Legal and Chief Compliance Officer, will assume the role of interim Chief Legal Officer. Investors should monitor the Company's progress in appointing a permanent successor to ensure continued stability and effective legal oversight.

Jan 2, 2024 8-K

Shareholder MattersExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Financial Results (Oct 26, 2023)

Seagate Technology (STX) reported fiscal Q1 2024 results (quarter ended September 29, 2023) that were weak on the top and bottom lines but in line with management's revised expectations. Revenue fell 29% year over year to $1.454 billion from $2.035 billion. GAAP gross margin compressed to 10.2% from 23.7%, and GAAP diluted EPS was $(0.88) versus $0.14 a year earlier. Non-GAAP EPS was $(0.22) versus $0.48, and non-GAAP gross margin was 19.8% versus 24.5%. The GAAP loss was driven in part by a $118 million purchase order cancellation fee tied to lower forecasted demand, along with $13 million of accelerated depreciation and cost-saving charges. Management described a longer-than-typical industry downcycle and emphasized financial discipline, positive free cash flow, and HAMR roadmap execution. Cash generation was modest. Operating cash flow was $127 million and free cash flow was $57 million, down from $112 million a year earlier. Seagate paid $145 million in dividends and issued $1.5 billion of 3.5% convertible notes due 2028, using the proceeds mainly to retire remaining term loans. Cash ended the quarter at $795 million. Total debt rose to roughly $5.7 billion of long-term debt, and shareholders' deficit widened to $(1.7) billion from $(1.2) billion. Adjusted EBITDA was $143 million for the quarter, and LTM adjusted EBITDA was $798 million, which matters for the company's debt covenant compliance. For the fiscal Q2 2024 outlook, the company guided to revenue of $1.55 billion plus or minus $150 million and non-GAAP EPS of $(0.10) plus or minus $0.20, which includes about $0.14 per share of share-based compensation. The board declared a $0.70 quarterly dividend payable January 9, 2024. Management noted early signs of demand improving in some markets, including a modest uptick in U.S. cloud. Investors should weigh that against continued losses, a negative equity position, and the dividend's reliance on cash flow that remains thin.

Oct 26, 2023 8-K

Seagate Technology Holdings plc 8-K Report, Shareholder Vote Results (Oct 25, 2023)

Seagate Technology Holdings plc (STX) filed an 8-K on October 25, 2023, reporting the results of its 2023 Annual General Meeting (AGM) of Shareholders held on October 23, 2023. The primary focus of the filing is the outcome of shareholder votes on several key proposals. All director nominees were elected, indicating continued shareholder confidence in the current board leadership. Additionally, shareholders approved the compensation of named executive officers on an advisory basis and ratified the appointment of Ernst & Young LLP as the independent auditor for the upcoming fiscal year. The frequency of future advisory votes on executive compensation will be conducted annually, as supported by the majority shareholder vote.

Oct 25, 2023 8-K

Material Agreements

Seagate Technology Holdings plc 8-K Report, Material Agreement (Sep 27, 2023)

Seagate Technology Holdings plc (STX) has filed an 8-K report detailing the Tenth Amendment to its Credit Agreement. This amendment, entered into on September 27, 2023, with The Bank of Nova Scotia as administrative agent, primarily focuses on modifying existing financial and restrictive covenants. Specifically, the company has succeeded in removing or altering certain financial covenants, which could provide increased financial flexibility. Additionally, the amendment permits certain internal restructurings within the company and its subsidiaries, potentially streamlining operations or strategic positioning.

Sep 27, 2023 8-K

Material AgreementsFinancial EventsSecurities & Listing+2

Seagate Technology Holdings plc 8-K Report, Material Agreement (Sep 13, 2023)

Seagate Technology Holdings plc (STX) has announced the issuance of $1.5 billion in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028. These notes were issued through its subsidiary, Seagate HDD Cayman, and were sold to qualified institutional buyers in a private offering. The issuance includes the full exercise of an over-allotment option, raising the total principal amount from an initial offering. These notes are unsecured and guaranteed by the parent company and another subsidiary, ranking equally with existing senior unsecured debt but subordinated to secured debt and liabilities of subsidiaries. The exchange feature of the notes allows holders to convert them into Seagate's ordinary shares under certain conditions, with an initial exchange rate of 12.1253 shares per $1,000 principal amount. The company also entered into capped call transactions totaling $94.5 million to mitigate potential share dilution from the exchange feature. This financing move provides Seagate with capital while offering a debt instrument with equity upside potential for investors.

Sep 13, 2023 8-K

Material AgreementsOther EventsExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Material Agreement (Sep 8, 2023)

On September 7, 2023, Seagate Technology Holdings plc (STX) agreed through its indirect subsidiary Seagate HDD Cayman to sell $1.3 billion of 3.50% Exchangeable Senior Notes due 2028 in a Rule 144A private placement, with an option for up to an additional $200 million to cover over-allotments. The notes are senior unsecured obligations of HDD, guaranteed on a senior unsecured basis by Seagate Technology Holdings plc and Seagate Technology Unlimited Company. The offering was priced at 100% of principal, and closing is expected on September 13, 2023, subject to customary conditions. Proceeds of approximately $1.1 billion (about $1.3 billion if the over-allotment is fully exercised) will repay existing indebtedness, including portions of outstanding term loans and/or senior notes, with the remainder for general corporate purposes. The notes are exchangeable at holders' option only under certain circumstances. The initial exchange rate of 12.1253 shares per $1,000 principal implies an exchange price of about $82.47 per share, a roughly 30% premium to the $63.44 closing price on September 7, 2023. Settlement is in cash up to principal, with the excess settled in cash, shares, or a combination at HDD's election. For investors, the key trade-off is that the company gains a lower-cost refinancing and a potential path to equity dilution, which is partly mitigated by the capped call transactions. The company also entered into capped call transactions with option counterparties, which are expected to reduce potential dilution and/or offset cash payments above principal on exchange, up to a cap price of $107.8480 per share, a 70% premium to the reference price. Hedging activity by the counterparties around pricing and during any exchange observation period could affect STX's share price and the cash received by holders. Certain initial purchasers or their affiliates are also lenders or agents under HDD's existing credit agreement.

Sep 8, 2023 8-K

Seagate Technology Holdings plc 8-K Report, Financial Results (Jul 26, 2023)

Seagate Technology (STX) reported fiscal Q4 2023 revenue of $1.60 billion, down roughly 39% from $2.63 billion a year earlier, with a GAAP net loss of $92 million, or $(0.44) per share, and a non-GAAP loss of $(0.18) per share. Gross margin compressed sharply to 19.0% GAAP (19.5% non-GAAP) from about 29% a year ago, and operating margin fell to 1.6% GAAP and 3.4% non-GAAP. Management attributed the weakness to an uneven economic recovery in China, cloud customer inventory digestion, and cautious enterprise spending. Cash generation held up better than earnings: operating cash flow was $218 million and free cash flow $168 million in the quarter, and for the full year operating cash flow was $942 million and free cash flow $626 million. For fiscal 2023 as a whole, revenue fell to $7.38 billion from $11.66 billion, and GAAP results were hit by a $300 million BIS export-control settlement penalty, $108 million of purchase order cancellation fees, and sizable restructuring charges, producing a GAAP net loss of $529 million, or $(2.56) per share. Non-GAAP diluted EPS was $0.19. Management reduced debt by roughly $800 million since the start of fiscal 2023 through exchanges, retirements and restructuring, and returned $990 million to shareholders, though it paused buybacks for the rest of the year. Shareholders' equity turned negative to $(1.2) billion, and the company's cash balance rose to $786 million. The Board declared a quarterly dividend of $0.70 per share, payable October 10, 2023. Management guided fiscal Q1 2024 revenue to $1.55 billion, plus or minus $150 million, and non-GAAP loss per share to $(0.16), plus or minus $0.20, including about $0.15 per share of share-based compensation. The guidance implies continued pressure on profitability, so investors will focus on whether cash generation and the dividend can be sustained while demand stabilizes.

Jul 26, 2023 8-K