How much debt was retired in this transaction?

Approximately $185.908 million in principal amount of the 3.50% Exchangeable Senior Notes due 2028 issued by Seagate HDD Cayman were exchanged and retired. About $185.8 million of the notes remain outstanding with unchanged terms.

What did noteholders receive in the exchange?

Holders received $185.908 million in cash and an aggregate of 2,023,124 Seagate ordinary shares, with the share count determined over a one-trading-day period beginning May 21, 2026.

Does this transaction dilute existing shareholders?

Yes, modestly. The issuance of roughly 2.02 million ordinary shares increases the share count slightly. The filing does not state the total shares outstanding, so the exact percentage dilution cannot be calculated from this document alone; the company's latest 10-Q or 10-K should be consulted.

Why were the shares issued without registration?

The exchanges were conducted as private placements, and the shares were issued under the exemption in Section 4(a)(2) of the Securities Act for transactions not involving a public offering. Investors receiving these shares may face resale restrictions until they are registered or an exemption applies.

Does this filing change the company's outlook?

No. The 8-K contains no new financial guidance, earnings data, or operational updates. It is limited to disclosing the closing of the note exchanges and related share issuance.

STX 8-K: Securities & Listing & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed May 28, 2026. Cited figures are marked; the original filing is the authoritative source.

Seagate Technology Holdings plc (NASDAQ: STX) announced on May 28, 2026 that it closed privately negotiated exchanges of $185.908 million^a principal amount of its subsidiary Seagate HDD Cayman's 3.50% Exchangeable Senior Notes due 2028.

Consideration consisted of $185.908 million^b 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^c 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.

02—Key points

Key Highlights

Seagate closed exchanges of $185.908 million principal amount of Seagate HDD Cayman's 3.50% Exchangeable Senior Notes due 2028 on May 27, 2026 (consummated May 26-27).
Consideration consisted of $185.908 million in cash plus 2,023,124 (approx. 2.02 million) Seagate ordinary shares.
The share count was determined over a one-trading-day period beginning May 21, 2026.
Exchanged notes have been retired; approximately $185.8 million of the notes remain outstanding with unchanged terms.
Shares were issued in private placements under Section 4(a)(2) of the Securities Act, without registration, so they may carry resale restrictions.
The filing provides no new financial guidance, earnings results, or operational updates.
The transaction is a modest capital-structure event with limited dilution relative to the company's total share base.

03—Questions

Frequently Asked Questions

How much debt was retired in this transaction?
Approximately $185.908 million in principal amount of the 3.50% Exchangeable Senior Notes due 2028 issued by Seagate HDD Cayman were exchanged and retired. About $185.8 million of the notes remain outstanding with unchanged terms.
What did noteholders receive in the exchange?
Holders received $185.908 million in cash and an aggregate of 2,023,124 Seagate ordinary shares, with the share count determined over a one-trading-day period beginning May 21, 2026.
Does this transaction dilute existing shareholders?
Yes, modestly. The issuance of roughly 2.02 million ordinary shares increases the share count slightly. The filing does not state the total shares outstanding, so the exact percentage dilution cannot be calculated from this document alone; the company's latest 10-Q or 10-K should be consulted.
Why were the shares issued without registration?
The exchanges were conducted as private placements, and the shares were issued under the exemption in Section 4(a)(2) of the Securities Act for transactions not involving a public offering. Investors receiving these shares may face resale restrictions until they are registered or an exemption applies.
Does this filing change the company's outlook?
No. The 8-K contains no new financial guidance, earnings data, or operational updates. It is limited to disclosing the closing of the note exchanges and related share issuance.

04—Continue

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