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AI English summary of an SEC filing — figures as filed

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On November 4, 2025, Seagate Technology Holdings plc and its subsidiary Seagate HDD Cayman entered into separate, privately negotiated exchange agreements with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028 to exchange $500 million principal amount of notes.

8-KUnregistered Sales of Equity SecuritiesFiled Period of report Summary published (UTC)

Key points

AI summary
  1. On November 4, 2025, Seagate Technology Holdings plc and its subsidiary Seagate HDD Cayman entered into separate, privately negotiated exchange agreements with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028 to exchange $500 million principal amount of notes.

  2. The company said the consideration for the exchanges consists of an aggregate of approximately $503.4 million in cash and a number of ordinary shares to be determined over a one trading day period beginning on, and including, November 5, 2025.

  3. The company said the exchanges are expected to be consummated on or about November 10, 2025, subject to customary closing conditions, and the notes being exchanged will be retired upon completion of the exchanges. Following the closing of the exchanges, Seagate HDD expects that approximately $1.0 billion in aggregate principal amount of notes will remain outstanding with terms unchanged.

  4. The company said the exchanges are being conducted as private placements and any ordinary shares to be issued in the exchanges will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 afforded by Section 4(a)(2) in transactions not involving any public offering. It added that the company cannot assure that the exchanges will be consummated, nor can it guarantee the size or terms of the exchanges.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Seagate Exchanges $500 million of 3.50% Exchangeable Senior Notes

On November 4, 2025, Seagate Technology Holdings plc and its subsidiary Seagate HDD Cayman entered into separate, privately negotiated exchange agreements with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028 to exchange $500 million principal amount of notes.

Source · Based on the filing body and exhibits

Exchange Consideration: $503.4 million Cash and Ordinary Shares

The company said the consideration for the exchanges consists of an aggregate of approximately $503.4 million in cash and a number of ordinary shares to be determined over a one trading day period beginning on, and including, November 5, 2025.

Source · Based on the filing body and exhibits

Expected Closing Date and Retirement of Exchanged Notes

The company said the exchanges are expected to be consummated on or about November 10, 2025, subject to customary closing conditions, and the notes being exchanged will be retired upon completion of the exchanges. Following the closing of the exchanges, Seagate HDD expects that approximately $1.0 billion in aggregate principal amount of notes will remain outstanding with terms unchanged.

Source · Based on the filing body and exhibits

Private Placement and Exemption from Registration for Unregistered Shares

The company said the exchanges are being conducted as private placements and any ordinary shares to be issued in the exchanges will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 afforded by Section 4(a)(2) in transactions not involving any public offering. It added that the company cannot assure that the exchanges will be consummated, nor can it guarantee the size or terms of the exchanges.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.