Seagate Announces Exchanges with Holders of $500 Million Principal Amount of Exchangeable Notes

Seagate Technology Holdings plc and Seagate HDD Cayman, a subsidiary of Seagate announced that on November 4, 2025, 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 to exchange $500 million principal amount of notes for consideration consisting of an aggregate of approximately $503.4 million in cash and a number of Seagate’s ordinary shares to be determined over a one trading day period beginning on, and including, November 5, 2025. The exchanges are expected to be consummated on or about November 10, 2025, 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 $1.0 billion 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.