Seagate closes $500M exchangeable note exchange for $503.4M cash + 4.3M shares

Seagate Technology Holdings plc

Exchanged $500M principal of 3.50% Exchangeable Senior Notes due 2028 for $503.4M cash and 4,313,941 ordinary shares.
Exchanged notes retired; ~$1.0B aggregate principal of notes remains outstanding with unchanged terms.
Exchanges closed on November 10 and 12, 2025 under privately negotiated agreements disclosed on November 5.
Transaction conducted as private placement exempt from registration under Section 4(a)(2) of Securities Act.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Seagate Technology Holdings plc issued approximately 4.3 million ordinary shares of common stock to holders of $500 million principal amount of exchangeable notes for $500 million principal amount of notes exchanged for approximately $503.4 million in cash and approximately 4.3 million ordinary shares.

Security: common stock
Shares: approximately 4.3 million ordinary shares
Purchaser: holders of $500 million principal amount of exchangeable notes
Consideration: $500 million principal amount of notes exchanged for approximately $503.4 million in cash and approximately 4.3 million ordinary shares

Exact text from the filing

the aggregate of 4,313,941 ordinary shares issued in the Exchanges were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act in transactions not involving any public offering

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Seagate Technology Holdings plc filing history →

Source: SEC EDGAR

accession 0001193125-25-279125

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