How much debt is being retired, and what remains outstanding?

Seagate HDD is exchanging $500 million of principal of its 3.50% Exchangeable Senior Notes due 2028. The notes being exchanged will be retired upon closing, and about $1.0 billion of principal is expected to remain outstanding with unchanged terms.

What will holders receive in the exchange?

Holders will receive approximately $503.4 million in cash plus a number of Seagate ordinary shares. The share number will be determined over a one-trading-day period beginning November 5, 2025, so the exact amount of equity issued is not yet known.

Will this transaction dilute existing shareholders?

Yes, to the extent new ordinary shares are issued, existing holders will be diluted. The filing does not state the number of shares or their value, so the magnitude of dilution cannot be determined from this document.

When will the transaction close, and are there risks it may not?

The exchanges are expected to be consummated on or about November 10, 2025, subject to customary closing conditions. The company explicitly states it cannot assure that the exchanges will be consummated or that their size or terms will be as described.

Are the new shares freely tradable?

Not necessarily. The shares are being issued in private placements exempt from Securities Act registration and cannot be offered or sold except under an applicable exemption or in a transaction not subject to registration, so they are unregistered at issuance.

STX 8-K: Securities & Listing & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed November 5, 2025. Cited figures are marked; the original filing is the authoritative source.

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%^a Exchangeable Senior Notes due 2028.

The company will exchange $500 million^b 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^c 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.

02—Key points

Key Highlights

Seagate HDD Cayman will exchange $500 million principal of its 3.50% Exchangeable Senior Notes due 2028 in privately negotiated transactions with a limited number of holders.
Consideration consists of approximately $503.4 million in cash plus a number of Seagate ordinary shares, with the share count set over a one-trading-day period beginning November 5, 2025.
The cash component exceeds the exchanged principal by about $3.4 million, but the value of the share component is not disclosed.
Approximately $1.0 billion of the notes will remain outstanding after closing, with terms unchanged.
The exchanges are expected to close on or about November 10, 2025, subject to customary closing conditions.
The ordinary shares issued will be unregistered and issued under the Section 4(a)(2) private placement exemption, which may limit their immediate tradability.
The filing includes standard forward-looking statement cautions, noting the company cannot assure the exchanges will be completed or that their size or terms will be as described.

03—Questions

Frequently Asked Questions

How much debt is being retired, and what remains outstanding?
Seagate HDD is exchanging $500 million of principal of its 3.50% Exchangeable Senior Notes due 2028. The notes being exchanged will be retired upon closing, and about $1.0 billion of principal is expected to remain outstanding with unchanged terms.
What will holders receive in the exchange?
Holders will receive approximately $503.4 million in cash plus a number of Seagate ordinary shares. The share number will be determined over a one-trading-day period beginning November 5, 2025, so the exact amount of equity issued is not yet known.
Will this transaction dilute existing shareholders?
Yes, to the extent new ordinary shares are issued, existing holders will be diluted. The filing does not state the number of shares or their value, so the magnitude of dilution cannot be determined from this document.
When will the transaction close, and are there risks it may not?
The exchanges are expected to be consummated on or about November 10, 2025, subject to customary closing conditions. The company explicitly states it cannot assure that the exchanges will be consummated or that their size or terms will be as described.
Are the new shares freely tradable?
Not necessarily. The shares are being issued in private placements exempt from Securities Act registration and cannot be offered or sold except under an applicable exemption or in a transaction not subject to registration, so they are unregistered at issuance.

04—Continue

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