8-KSecurities & ListingRegulation FDOther Events+1

Seagate Technology Holdings plc 8-K Report, Unregistered Securities Sale (Sep 9, 2026)

Filed September 9, 2026For Securities:STX

Summary

Seagate Technology Holdings plc (STX) has filed an 8-K report detailing the settlement of its outstanding 3.50% Exchangeable Senior Notes due 2028. On September 8, 2026, the company, through its subsidiary Seagate HDD Cayman, settled approximately $150.51 million in aggregate principal amount of these notes. The settlement involved both a cash payment of approximately $150.97 million and the issuance of 1,647,862 ordinary shares of Seagate. This transaction effectively reduces Seagate's outstanding debt by retiring these notes. The issuance of ordinary shares in lieu of cash for a portion of the exchange obligation is a key aspect of the settlement. Investors should note that these shares were issued under an exemption from registration, as detailed in Item 3.02, and the company has also disclosed this event via a press release filed as an exhibit.

Key Highlights

  • 1Seagate Technology settled approximately $150.51 million in principal of its 3.50% Exchangeable Senior Notes due 2028 on September 8, 2026.
  • 2The settlement involved a combination of cash and the issuance of 1,647,862 Seagate ordinary shares.
  • 3Total cash paid for the settlement amounted to approximately $150.97 million, including cash in lieu of fractional shares.
  • 4The ordinary shares were issued to satisfy exchange obligations for the notes, utilizing an exemption from registration under Section 3(a)(9) of the Securities Act of 1933.
  • 5The company previously issued a redemption notice for these notes on June 11, 2026.
  • 6A press release regarding the redemption was issued on September 9, 2026, and filed as an exhibit to this 8-K.
  • 7The filing includes forward-looking statements regarding the planned redemption, cautioning investors about potential risks and uncertainties.

Frequently Asked Questions

This 8-K filing was made to report on the settlement of Seagate's outstanding 3.50% Exchangeable Senior Notes due 2028. It details how the company discharged its obligations related to these notes through a combination of cash payments and the issuance of ordinary shares.

Seagate settled the notes through a redemption process. For notes not submitted for exchange, they were redeemed for cash. For notes submitted for exchange, the principal was paid in cash, and the remainder of the exchange obligation exceeding the principal was settled by delivering Seagate ordinary shares, along with any applicable cash for fractional shares.

Yes, the issuance of 1,647,862 ordinary shares to settle a portion of the note obligations will result in a slight dilution of existing shareholders' ownership. The shares were issued under an exemption from registration (Section 3(a)(9)), meaning they were not offered to the public through a registered offering.

The cash payment of approximately $150.97 million covers the principal amount plus accrued interest for the notes that were redeemed or exchanged, ensuring holders are compensated for their investment. This also represents a significant reduction in Seagate's outstanding debt obligations.