01—Abstract
Summary
Summary of the 8-K filed June 12, 2026. Cited figures are marked; the original filing is the authoritative source.
On June 11, 2026 (US) / June 12, 2026 (Singapore), Seagate Technology Holdings plc (NASDAQ: STX) disclosed through Form 8-K that its subsidiary Seagate HDD Cayman has issued a notice calling for the redemption of all outstanding 3.50%a Exchangeable Senior Notes due 2028.
The redemption date is September 8, 2026, when remaining notes not submitted for exchange will be redeemed in cash at par plus accrued and unpaid interest. Interest stops accruing on the redemption date unless Seagate HDD fails to pay in full. Holders may exchange notes until 5:00 p.m.
New York time on September 3, 2026. The current exchange rate is 12.1363 ordinary shares per $1,000b principal amount, which will be adjusted on June 25, 2026 to reflect the previously announced $0.74 per share dividend under the indenture. Principal is paid in cash, and the excess exchange value is settled in ordinary shares (with cash in lieu of fractional shares).
Seagate HDD expects to eliminate approximately $150.7 millionc of debt through voluntary exchanges and redemption of any unexchanged notes. For investors, this is a modest, largely housekeeping capital-structure event relative to Seagate's overall balance sheet.
It reduces outstanding exchangeable debt and may lead to some share issuance if holders convert, which would be mildly dilutive. The filing does not include updated financial results, guidance, or a stated rationale beyond debt elimination, so investors should weigh it against the company's latest 10-Q or 10-K for full context.
02—Key points
Key Highlights
- Seagate HDD Cayman, a subsidiary, called for redemption of all outstanding 3.50% Exchangeable Senior Notes due 2028 (CUSIP 81180WBL4).
- Redemption date is September 8, 2026; unexchanged notes will be redeemed in cash at principal plus accrued and unpaid interest.
- Exchange deadline is 5:00 p.m. NYC time on September 3, 2026, with the current rate of 12.1363 ordinary shares per $1,000 principal.
- Exchange rate will adjust on June 25, 2026 for the previously announced $0.74 per share dividend under Section 7.05(d) of the indenture.
- Principal on exchanged notes is paid in cash; excess value is settled in ordinary shares, with cash in lieu of fractional shares.
- Approximately $150.7 million of debt is expected to be eliminated via exchanges and redemption.
- The filing contains no updated financial results or guidance; the event is limited to debt management and potential modest share issuance.
03—Questions
Frequently Asked Questions
What is being redeemed and when?
All outstanding 3.50% Exchangeable Senior Notes due 2028 issued by Seagate HDD Cayman are being called for redemption. The redemption date is September 8, 2026, when notes not submitted for exchange will be repaid in cash at principal plus accrued and unpaid interest.
What is the deadline to exchange the notes, and what do holders receive?
Holders can exchange notes until 5:00 p.m. New York City time on September 3, 2026. The principal is paid in cash, and the value above principal is settled in Seagate ordinary shares at 12.1363 shares per $1,000 principal (current rate), with cash in lieu of fractional shares. The rate adjusts on June 25, 2026 for the $0.74 dividend.
Will this redemption affect Seagate's shareholders?
Potentially, but modestly. If noteholders exchange, Seagate will deliver ordinary shares for the value above principal, which could dilute existing shareholders slightly. Cash redemption of unexchanged notes would use cash rather than shares. The filing does not quantify the number of shares expected to be issued.
How much debt is being eliminated?
Seagate HDD expects to eliminate approximately $150.7 million of debt, representing all currently outstanding notes not yet submitted for exchange, through a combination of voluntary exchanges and redemption.
What happens if Seagate HDD fails to pay the redemption price on time?
If Seagate HDD does not pay the full redemption price on September 8, 2026, interest will continue to accrue until the full payment is made, and holders may exchange notes until the payment is completed.
04—Continue