What is the company exchanging, and with whom?

Seagate HDD Cayman, a subsidiary of Seagate Technology Holdings plc, is exchanging $600 million principal amount of its 3.50% Exchangeable Senior Notes due 2028 with a limited number of holders under separate privately negotiated exchange agreements signed February 11, 2026.

What will noteholders receive?

Holders will receive approximately $599.2 million in cash in aggregate plus a number of Seagate ordinary shares. The share count is to be determined over a one-trading-day period beginning February 12, 2026, and the filing does not state the final number.

How much debt remains after the exchanges?

Seagate HDD expects approximately $400 million in aggregate principal amount of the 2028 exchangeable notes to remain outstanding after closing, with terms unchanged. The exchanged notes will be retired.

Will shareholders be diluted?

Possibly. Seagate will issue ordinary shares as part of the consideration, so dilution depends on the final share count, which the filing does not disclose. Because the exchanged notes are retired, the transaction also removes a portion of the potential future share issuance tied to those notes.

When will the transaction be completed, and what could prevent it?

The exchanges are expected to close on or about February 17, 2026, subject to customary closing conditions. The company states it cannot assure that the exchanges will be consummated or that their size or terms will not change.

STX 8-K: Securities & Listing & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed February 12, 2026. Cited figures are marked; the original filing is the authoritative source.

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%^a Exchangeable Senior Notes due 2028.

The company will exchange $600 million^b 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^c 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%^d 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.

02—Key points

Key Highlights

Seagate HDD Cayman will exchange $600 million principal of its 3.50% Exchangeable Senior Notes due 2028 through privately negotiated agreements signed February 11, 2026.
Consideration consists of approximately $599.2 million in cash plus a number of Seagate ordinary shares to be set over a one-trading-day period starting February 12, 2026.
The exchanges are expected to close on or about February 17, 2026, subject to customary closing conditions.
Exchanged notes will be retired; approximately $400 million of notes will remain outstanding with unchanged terms.
Any ordinary shares issued are unregistered, issued under the Section 4(a)(2) private placement exemption, and cannot be resold without an exemption from registration.
The filing does not state the number of shares to be issued, the funding source for the cash, or the financial statement impact.
The cash payment of roughly $599.2 million is close to the $600 million principal amount, with the share component presumably tied to the notes' exchange value.

03—Questions

Frequently Asked Questions

What is the company exchanging, and with whom?
Seagate HDD Cayman, a subsidiary of Seagate Technology Holdings plc, is exchanging $600 million principal amount of its 3.50% Exchangeable Senior Notes due 2028 with a limited number of holders under separate privately negotiated exchange agreements signed February 11, 2026.
What will noteholders receive?
Holders will receive approximately $599.2 million in cash in aggregate plus a number of Seagate ordinary shares. The share count is to be determined over a one-trading-day period beginning February 12, 2026, and the filing does not state the final number.
How much debt remains after the exchanges?
Seagate HDD expects approximately $400 million in aggregate principal amount of the 2028 exchangeable notes to remain outstanding after closing, with terms unchanged. The exchanged notes will be retired.
Will shareholders be diluted?
Possibly. Seagate will issue ordinary shares as part of the consideration, so dilution depends on the final share count, which the filing does not disclose. Because the exchanged notes are retired, the transaction also removes a portion of the potential future share issuance tied to those notes.
When will the transaction be completed, and what could prevent it?
The exchanges are expected to close on or about February 17, 2026, subject to customary closing conditions. The company states it cannot assure that the exchanges will be consummated or that their size or terms will not change.

04—Continue

← View all 8-K filings