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

Reports
Securities & Listing·Regulation FD·Other Events+1
Filing Date
Filed February 19, 2026
Period End
February 17, 2026
Security
STX
In the record · 2016–202610-K1110-Q328-K152

STX filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 152 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Mar ’17Mar ’17
  2. Material agreement8-K · Feb ’19Feb ’19
  3. Leadership change8-K · May ’21May ’21
  4. Material agreement8-K · May ’25May ’25

01—Abstract

Summary

Summary of the 8-K filed February 19, 2026. Cited figures are marked; the original filing is the authoritative source.

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%a Exchangeable Senior Notes due 2028.

Seagate HDD exchanged $600 millionb 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 millionc 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.

02—Key points

Key Highlights

  1. Seagate HDD Cayman exchanged $600 million principal amount of its 3.50% Exchangeable Senior Notes due 2028 for about $599.2 million in cash and 5,952,309 Seagate ordinary shares.
  2. The exchanged Notes were retired; approximately $400 million in principal of the Notes remains outstanding with unchanged terms.
  3. The number of shares was set over a one-trading-day pricing period beginning February 12, 2026, and the exchanges closed February 17-19, 2026.
  4. The cash consideration (about $599.2 million) nearly equals the $600 million principal, so the equity component is effectively the additional value delivered to exchanging holders.
  5. Shares were issued in a private placement under Section 4(a)(2) of the Securities Act, without registration.
  6. The filing does not disclose the implied share price, post-transaction share count, or accounting impact, which limits precise dilution analysis.
  7. Press release (Exhibit 99.1) is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.

03—Questions

Frequently Asked Questions

  1. How much debt did Seagate retire in this transaction?

    Seagate HDD Cayman exchanged $600 million in principal amount of its 3.50% Exchangeable Senior Notes due 2028. The exchanged Notes were retired, and about $400 million in principal remains outstanding on unchanged terms.

  2. What did the noteholders receive in exchange?

    Holders received approximately $599.2 million in cash and 5,952,309 Seagate ordinary shares, with the share count determined over a one-trading-day period beginning February 12, 2026.

  3. Will this cause shareholder dilution?

    Yes, the issuance of about 5.95 million ordinary shares increases the share count. The filing does not state the total shares outstanding, so the percentage dilution cannot be calculated from this document alone.

  4. Were the new shares registered for public sale?

    No. The shares were issued in private placements under the Section 4(a)(2) exemption, so they were not registered under the Securities Act in this transaction and are not offered to the public through this filing.

  5. Does this filing include financial results or guidance?

    No. The 8-K covers only the closing of the exchanges. It contains no earnings, guidance, or balance sheet figures, so investors should look to the company's upcoming 10-Q or 10-K for the financial impact.

04—Continue

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