Seagate Announces Exchanges with Holders of $185.908 Million Principal Amount of Exchangeable Notes

About this update from Seagate Technology Holdings Plc

Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “us”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that on May 20, 2026, they entered into separate, privately negotiated exchange agreements with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) to exchange (collectively, the “exchanges”) $185.908 million principal amount of notes for consideration consisting of an aggregate of $185.908 million in cash and a number of Seagate’s ordinary shares (the “ordinary shares”) to be determined over a one trading day period beginning on, and including, May 21, 2026. The exchanges are expected to be consummated on or about May 26, 2026, subject to customary closing conditions. The notes being exchanged will be retired upon completion of the exchanges. Following the closing of the exchanges, Seagate HDD expects that approximately $185.8 million in aggregate principal amount of notes will remain outstanding with terms unchanged. The exchanges are being conducted as private placements, and any ordinary shares to be issued in the exchanges have not been, and will not be, registered under the Securities Act of 1933, as amended or any other securities laws and the ordinary shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities described above, nor will there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. About Seagate Seagate (NASDAQ: STX) is a pioneer in mass-capacity data storage, accelerating ability to harness the full value of data. Our portfolio of advanced storage solutions helps hyperscale cloud providers, enterprises, and consumers protect, create and manage the data that powers their transformation and growth. For more than 45 years, Seagate has driven breakthrough innovations that bring sustainable, high-performance storage to the world at-scale. © 2026 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries. ...

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