Seagate Announces Closing of Exchanges with Holders of $600 Million Principal Amount of Exchangeable Notes

Seagate Technology Holdings plc and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”), announced that on February 19, 2026, the Company closed the previously announced privately negotiated exchanges (the “exchanges”) of $600 million principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) for aggregate consideration consisting of approximately $599.2 million in cash and approximately 5.95 million ordinary shares of Seagate stock.The number of ordinary shares of Seagate stock issued pursuant to the exchanges was determined over the one trading day period beginning on, and including, February 12, 2026. The exchanged notes have been retired. Approximately $400 million in aggregate principal amount of notes remain outstanding with terms unchanged.

The exchanges were conducted as private placements, and the shares of common stock 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. 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.