Seagate closes exchange of $600M notes for $599M cash and 5.95M shares

Seagate Technology Holdings plc

$600M principal of 3.50% Exchangeable Senior Notes due 2028 exchanged for $599.2M cash and 5.95M ordinary shares.
Exchanged notes retired; approximately $400M principal remains outstanding with unchanged terms.
Private exchange closed on Feb 17-19, 2026; share count based on one trading day from Feb 12, 2026.
Transaction exempt from registration under Section 4(a)(2) of Securities Act; no public offering.

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 5,952,309 ordinary shares of common stock to holders of $600 million principal amount of exchangeable notes for $599.2 million in cash and approximately 5.95 million ordinary shares.

Security: common stock
Shares: 5,952,309 ordinary shares
Purchaser: holders of $600 million principal amount of exchangeable notes
Consideration: $599.2 million in cash and approximately 5.95 million ordinary shares

Exact text from the filing

the aggregate of 5,952,309 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.

View on SEC.gov

Browse all equity issuances →

Seagate Technology Holdings plc filing history →

Source: SEC EDGAR

accession 0001193125-26-059681

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.