What was exchanged and what did holders receive?

Holders exchanged $500 million principal amount of Seagate HDD Cayman's 3.50% Exchangeable Senior Notes due 2028 for about $503.4 million in cash and 4,313,941 Seagate ordinary shares.

Will the exchanges reduce Seagate's debt?

Yes. The $500 million of exchanged notes has been retired, leaving approximately $1.0 billion in principal outstanding on unchanged terms. The cash paid is funded from company resources, and the filing does not specify the funding source.

Does this issuance dilute existing shareholders?

Yes, modestly. The approximately 4.3 million newly issued ordinary shares increase the share count. The filing does not state the total shares outstanding, so the percentage dilution cannot be calculated from this document alone.

Were the new shares registered with the SEC?

No. The shares were issued in private placements under the Section 4(a)(2) exemption of the Securities Act, which means they were not registered and were issued in transactions not involving a public offering.

Why did the share count depend on a trading period?

The number of shares was determined over a one-trading-day averaging period beginning November 5, 2025, a common mechanism for setting the share component of exchange consideration on exchangeable notes. The filing does not disclose the pricing formula.

STX 8-K: Securities & Listing & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed November 13, 2025. Cited figures are marked; the original filing is the authoritative source.

Seagate Technology Holdings plc (STX) disclosed in this Form 8-K, filed November 13, 2025, that it closed privately negotiated exchanges of $500 million^a 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^b 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^c. 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.

02—Key points

Key Highlights

Seagate HDD Cayman retired $500 million principal amount of its 3.50% Exchangeable Senior Notes due 2028 through privately negotiated exchanges.
Total consideration was approximately $503.4 million in cash plus 4,313,941 Seagate ordinary shares (about 4.3 million shares).
Exchanges closed on November 10 and November 12, 2025; the share count was set over a one-trading-day period beginning November 5, 2025.
Approximately $1.0 billion in principal of the exchangeable notes remains outstanding with terms unchanged.
Share issuance was made under the Section 4(a)(2) private placement exemption, so the shares are unregistered.
The cash payment of about $503.4 million exceeds the $500 million principal retired by roughly $3.4 million, reflecting the value transferred to holders.
The press release was furnished under Item 7.01 and Exhibit 99.1 and is not deemed filed for Exchange Act liability purposes.

03—Questions

Frequently Asked Questions

What was exchanged and what did holders receive?
Holders exchanged $500 million principal amount of Seagate HDD Cayman's 3.50% Exchangeable Senior Notes due 2028 for about $503.4 million in cash and 4,313,941 Seagate ordinary shares.
Will the exchanges reduce Seagate's debt?
Yes. The $500 million of exchanged notes has been retired, leaving approximately $1.0 billion in principal outstanding on unchanged terms. The cash paid is funded from company resources, and the filing does not specify the funding source.
Does this issuance dilute existing shareholders?
Yes, modestly. The approximately 4.3 million newly issued ordinary shares increase the share count. The filing does not state the total shares outstanding, so the percentage dilution cannot be calculated from this document alone.
Were the new shares registered with the SEC?
No. The shares were issued in private placements under the Section 4(a)(2) exemption of the Securities Act, which means they were not registered and were issued in transactions not involving a public offering.
Why did the share count depend on a trading period?
The number of shares was determined over a one-trading-day averaging period beginning November 5, 2025, a common mechanism for setting the share component of exchange consideration on exchangeable notes. The filing does not disclose the pricing formula.

04—Continue

← View all 8-K filings