Seagate Technology Holdings Public Limited Company filed an 8-K with the U.S. Securities and Exchange Commission on September 9, 2026, disclosing the completed redemption of its 3.50% Exchangeable Senior Notes due 2028 and the issuance of ordinary shares to settle exchanges.

Key Highlights

  • Notes redeemed: Approximately $150.7 million principal amount of outstanding 3.50% Exchangeable Senior Notes due 2028 were called for redemption, with the Redemption Date of September 8, 2026.
  • Cash paid: Seagate HDD Cayman paid approximately $150.97 million in cash on the Redemption Date, including cash paid in lieu of fractional ordinary shares.
  • Shares issued: 1,647,862 ordinary shares of Seagate, par value $0.00001 per share, were issued and delivered to settle exchanges of $150.51 million aggregate principal amount of the Notes.
  • Exchange exemption: The ordinary shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933.
  • Redemption Notice date: The Redemption Notice was issued on June 11, 2026, calling for the redemption of all then-outstanding Notes.
  • Exchange deadline: Notes submitted for exchange prior to 5:00 p.m. (New York City time) on September 3, 2026 were exchanged on the Redemption Date.

Seagate HDD Completes Note Settlement With Cash and Ordinary Shares

According to the filing, Seagate HDD Cayman, a subsidiary of Seagate Technology Holdings Public Limited Company (NASDAQ:STX), completed the full redemption and exchange settlement of its 3.50% Exchangeable Senior Notes due 2028 on September 8, 2026. The company disclosed that the Redemption Notice had been issued on June 11, 2026, calling for the redemption of all approximately $150.7 million principal amount of outstanding Notes.

The filing states that on the Redemption Date, Notes that were not submitted for exchange were redeemed for cash at a price equal to the principal amount plus accrued and unpaid interest to, but excluding, September 8, 2026. For Notes submitted for exchange prior to the 5:00 p.m. New York City time deadline on September 3, 2026, the company disclosed that the principal was paid in cash, with the remainder of Seagate HDD's exchange obligations in excess of the principal amount settled by delivering ordinary shares, together with cash in lieu of any fractional ordinary shares.

In total, the registrant reported that Seagate HDD paid approximately $150.97 million in cash and delivered 1,647,862 ordinary shares on the Redemption Date. The filing notes that $150.51 million aggregate principal amount of Notes was settled through the share exchange. The filing also contains forward-looking statements, which the company states are subject to known and unknown risks and uncertainties, and which speak only as of the date of the filing.

What Was Disclosed

Seagate disclosed the full settlement of its 3.50% Exchangeable Senior Notes due 2028 through a combination of approximately $150.97 million in cash and 1,647,862 newly issued ordinary shares, with shares exempt from registration under Section 3(a)(9) of the Securities Act of 1933.