---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-234372"
form_type: "8-K"
ticker: "STX"
cik: "0001137789"
company_name: "Seagate Technology Holdings plc"
filed_at: "2023-09-13T23:59:59+00:00"
generated_at: "2026-06-10T18:48:53.439547+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Seagate issues $1.5B of 3.50% exchangeable senior notes due 2028; initial exchange rate 12.1253 shares per $1,000

## Summary
- Principal amount $1.5B ($200M overallotment exercised); notes mature June 1, 2028, interest payable March 1 and Sept 1.
- Initial exchange rate 12.1253 ordinary shares per $1,000 principal; Seagate may cash/shares settle excess.
- Issuer may redeem notes on/after Sept 8, 2026 if stock price ≥ 130% of exchange price for 20 of 30 trading days.
- Seagate entered additional capped call transactions costing $94.5M to hedge potential dilution.
- Notes and underlying shares unregistered, sold under Rule 144A; full and unconditional guarantees from parent and Seagate Technology Unlimited.

## SEC filing metadata
- accession: 0001193125-23-234372
- form_type: 8-K
- ticker: STX
- cik: 0001137789
- company_name: Seagate Technology Holdings plc
- filed_at: 2023-09-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1137789/000119312523234372/0001193125-23-234372-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1137789/000119312523234372/d513883d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-234372
- JSON: https://secwatch.observer/filing/0001193125-23-234372.json
- Plain text: https://secwatch.observer/filing/0001193125-23-234372.txt

## Key facts
- Debt Financings
  Seagate Technology Holdings plc incurred convertible notes of $1,500.0 million with Computershare Trust Company, National Association at 3.50% maturing June 1, 2028.
  - Instrument: convertible notes
  - Principal: $1,500.0 million
  - Counterparty: Computershare Trust Company, National Association
  - Rate: 3.50%
  - Maturity: June 1, 2028
  - Event: incurrence
  source text: issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137789/000119312523234372/0001193125-23-234372-index.htm
- Material Agreements
  Seagate Technology Holdings plc entered into Indenture with Computershare Trust Company, National Association valued at $1,500.0 million aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (effective 2023-09-13).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company, National Association
  - Value: $1,500.0 million aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028
  - Effective: 2023-09-13
  source text: On September 13, 2023, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology Holdings plc (the “Company”), issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”), which includes $200.0 million aggregate principal amount of Notes offered and sold pursuant to the over-allotment option of the Initial Purchasers (as defined below) to purchase additional Notes, which was exercised in full on September 8, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1137789/000119312523234372/0001193125-23-234372-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.