Seagate Technology Holdings PLC (STX)

Seagate Announces Redemption of Exchangeable NotesJune 11, 2026 6:22 PM
Business Wire Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “Company”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”), today announced that Seagate HDD has issued a notice to holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) calling for redemption (the “redemption”) of all outstanding notes. On September 8, 2026 (the “redemption date”), all then-outstanding notes that are called for redemption and have not been submitted for exchange will be redeemed for cash at a price (the “redemption price”) equal to the principal amount of such notes plus accrued and unpaid interest on such notes to, but excluding, the redemption date. On the redemption date, the redemption price will become due and payable upon each note to be redeemed and interest thereon will cease to accrue on and after the redemption date (unless Seagate HDD fails to pay the redemption price due on the redemption date in full, in which case interest thereon will continue to accrue until such time as Seagate HDD pays such redemption price in full). The notes may be exchanged by holders at any time before 5:00 p.m. (New York City time) on September 3, 2026 (the “exchange deadline”) (or, if Seagate HDD fails to pay the redemption price due on the redemption date in full, at any time until such time as Seagate HDD pays such redemption price in full). The exchange rate for notes exchanged after today and through the exchange deadline is currently equal to 12.1363 ordinary shares of Seagate, par value $0.00001 per share (the “ordinary shares”), per $1,000 principal amount of the notes, and will be adjusted on June 25, 2026 as a result of the Company’s previously announced dividend of $0.74 per ordinary share pursuant to Section 7.05(d) of the indenture governing the notes, dated as of September 13, 2023 among Seagate HDD, the Company, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as trustee. The principal amount of any notes submitted for exchange shall be paid in cash, and Seagate HDD has elected to settle the remainder of its exchange obligations in excess of the principal amount for notes exchanged after today and through the exchange deadline by delivering ordinary shares, together with cash, if applicable, in lieu of delivering any fractional ordinary shares. The notes called for redemption must be delivered to the paying agent (in the case of physical notes) or in compliance with the rules and procedures of DTC (in the case of global notes) to receive the redemption price. The name and address of the paying agent and the exchange agent to surrender the Notes (CUSIP: 81180WBL4) is: Registered & Certified Mail: Regular Mail or Courier: In Person by Hand Only: Computershare Trust Company, N.A. CTSO Mail Operations 1505 Energy Park Drive St. Paul, MN 55108 Computershare Trust Company, N.A. CTSO Mail Operations 1505 Energy Park Drive St. Paul, MN 55108 Computershare Trust Company, N.A. CTSO Mail Operations 1505 Energy Park Drive St. Paul, MN 55108 Holders who have questions or who wish to discuss the redemption may contact Computershare Trust Company, N.A. by telephone at 1-800-344-5128 or by email at cctbondholdercommunications@computershare.com. Please refer to the CUSIP number (CUSIP: 81180WBL4) when making inquiries to the paying agent and the exchange agent. Seagate HDD expects to eliminate approximately $150.7 million of debt, which represents all currently outstanding notes that have not been submitted for exchange, through a combination of voluntary exchanges by noteholders and Seagate HDD’s redemption of any notes that have not been exchanged through the redemption date. 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. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements include, among other things, statements about the planned redemption of the notes. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could,” or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, performance or events to differ materially from historical experience and the Company’s present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest periodic report on Form 10-Q or Form 10-K filed with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260610272884/en/ Investor Relations Contact:
Shanye Hudson, (510) 661-1600
shanye.hudson@seagate.com Media Contact:
Carrie Schafer, (303) 941-9470
Carrie.schafer@seagate.com Original: Seagate Announces Redemption of Exchangeable Notes

Seagate Announces Closing of Exchanges with Holders of $185.908 Million Principal Amount of Exchangeable NotesMay 28, 2026 8:30 AM
Business Wire Seagate Technology Holdings plc (NASDAQ: STX) (“Seagate” or “Company”) and Seagate HDD Cayman, a subsidiary of Seagate (“Seagate HDD”) today announced that on May 27, 2026, the Company closed the previously announced privately negotiated exchanges (the “exchanges”) of $185.908 million principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “notes”) for aggregate consideration consisting of $185.908 million in cash and approximately 2.02 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, May 21, 2026. The exchanged notes have been retired. Approximately $185.8 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. 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. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could,” or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this press release and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, performance or events to differ materially from historical experience and the Company’s present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest periodic report on Form 10-Q or Form 10-K filed with the SEC. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260528102552/en/ Investor Relations Contact:
Shanye Hudson, (510) 661-1600
shanye.hudson@seagate.com Media Contact:
Carrie Schafer, (303) 941-9470
Carrie.schafer@seagate.com Original: Seagate Announces Closing of Exchanges with Holders of $185.908 Million Principal Amount of Exchangeable Notes

Seagate to Participate in Upcoming Investor EventsMay 4, 2026 4:05 PM
Business Wire Seagate Technology Holdings plc (NASDAQ: STX), a leading innovator of mass-capacity data storage, announced that management is scheduled to participate in the following investor events: Event: J.P. Morgan 2026 Global Technology, Media and Communications Conference on Monday, May 18, 2026 Details: Presentation at 6:45 AM PT / 9:45 AM ET   Event: TD Cowen 54th Annual Technology, Media and Telecom Conference on Wednesday, May 27, 2026 Details: Presentation at 6:40 AM PT / 9:40 AM ET   Event: Bank of America Global Technology Conference 2026 on Tuesday, June 2, 2026 Details: Presentation at 11:20 AM PT / 2:20 PM ET Management will be hosting investor meetings at these conferences. The live webcast can be accessed online at Seagate’s Investor Relations website at investors.seagate.com. A replay of the webcast will be available for at least 30 days following the event. About Seagate Technology 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. Learn more at www.seagate.com, and follow us on LinkedIn, YouTube, X and Facebook. ©2026 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, Mozaic 3+, Exos, and the Spiral logo are trademarks or registered trademarks of Seagate Technology LLC in the United States and/or other countries. All other trademarks or registered trademarks are the property of their respective owners. When referring to drive capacity, one gigabyte, or GB, equals one billion bytes, one terabyte, or TB, equals one trillion bytes, and one exabyte, or EB, equals one quintillion bytes. View source version on businesswire.com: https://www.businesswire.com/news/home/20260504452815/en/ Media Contact:
Karin Taylor, (408) 772-8279
karin.h.taylor@seagate.com Investor Relations Contact:
Shanye Hudson, (510) 661-1600
shanye.hudson@seagate.com Original: Seagate to Participate in Upcoming Investor Events

Seagate Surges 17% Pre-Market After Strong Earnings Beat and Upbeat OutlookApril 29, 2026 6:49 AM
IH Market News
Seagate Technology PLC (NASDAQ:STX) delivered third-quarter results that comfortably exceeded analyst expectations, reporting adjusted earnings per share of $4.10 and revenue of $3.11 billion—well above consensus forecasts of $3.48 and $2.95 billion. Revenue also jumped 44% year over year from $2.16 billion in the same quarter last year.Shares of the data storage group surged more than 17% in premarket trading on Wednesday, driven by fourth-quarter guidance that came in significantly ahead of market expectations.Seagate projected adjusted EPS of $5.00, plus or minus $0.20, compared with analyst estimates of $3.97. The midpoint of $5.00 represents a 26% upside to consensus. Revenue for the fourth quarter is expected to reach $3.45 billion, plus or minus $100 million, versus forecasts of $3.15 billion—putting the midpoint 9% above expectations.“Seagate delivered outstanding March quarter results, exceeding the high end of our revenue and EPS guidance, achieving record margin performance, and generating close to $1 billion in free cash flow,” said Dave Mosley.The company reported a non-GAAP gross margin of 47.0%, up from 36.2% a year earlier. Operating cash flow totaled $1.1 billion, while free cash flow reached $953 million during the quarter. Seagate also reduced its debt by approximately $641 million and returned $191 million to shareholders through dividends and share buybacks.“We see incremental gross margins remaining strong, and see continued growth in pricing, margins and cash flow throughout F27,” said Wamsi Mohan.He maintained a Buy rating on the stock, pointing to “secular demand from Cloud, revenue & margin improvement and path to higher capacity HAMR HDDs.”The company’s board declared a quarterly dividend of $0.74 per share, payable on July 7, 2026, to shareholders on record as of June 24, 2026.Seagate stock price

Original: Seagate Surges 17% Pre-Market After Strong Earnings Beat and Upbeat Outlook

Micron Shares Rise on Optimism Around AI-Driven Memory DemandApril 29, 2026 6:51 AM
IH Market News
Micron Technology (NASDAQ:MU) shares gained 4.26% on Wednesday after upbeat forecasts from Seagate Technology (NASDAQ:STX) pointed to continued strong enterprise spending on artificial intelligence infrastructure. The update lifted sentiment across the data storage and memory sector in premarket trading.The move followed Seagate’s results, which underscored solid demand for storage and memory products linked to AI deployment. Morgan Stanley described Seagate as “truly firing on all cylinders” and reiterated its position as the firm’s top sector pick.DA Davidson initiated coverage on Micron on Tuesday, stating: “We believe artificial intelligence is creating a longer-than-usual memory cycle as compute deployment and demand generation exist in a positive feedback loop, creating a structurally higher ceiling for memory pricing and demand. The market is still framing the cycle through the lens of prior downturns, which appears to underestimate the demand environment, especially relative to the rest of the semi complex. Combined with Micron’s node leadership and what we see as a long duration earnings power story, we see meaningful upside to shares.”The constructive outlook for memory demand is being driven by ongoing investments in AI infrastructure, which require substantial data storage capacity. Seagate’s projections suggest enterprise customers continue to allocate significant budgets toward storage solutions to support AI workloads.As a leading producer of DRAM and NAND flash memory, Micron is well positioned to benefit from this extended demand cycle. Its advanced manufacturing capabilities and technology leadership are expected to support market share gains as the semiconductor industry expands.Micron Technology stock priceSeagate stock price

Original: Micron Shares Rise on Optimism Around AI-Driven Memory Demand

Seagate Technology Reports Fiscal Third Quarter 2026 Financial ResultsApril 28, 2026 4:05 PM
Business Wire
Fiscal Q3 2026 Highlights



Revenue of $3.11 billion



GAAP gross margin of 46.5%; non-GAAP gross margin of 47.0%



GAAP diluted earnings per share (EPS) of $3.27; non-GAAP diluted EPS of $4.10



Cash flow from operations of $1.1 billion and free cash flow of $953 million



Retired $641 million in debt and returned $191 million to shareholders through dividends and share repurchases



Seagate Technology Holdings plc (NASDAQ: STX) (the “Company” or “Seagate”), a leading innovator of mass-capacity data storage, today reported financial results for its fiscal third quarter ended April 3, 2026.


“Seagate delivered outstanding March quarter results, exceeding the high end of our revenue and EPS guidance, achieving record margin performance, and generating close to $1 billion in free cash flow,” said Dave Mosley, Seagate’s chair and chief executive officer.


“We believe Seagate is entering a new era of structural growth as AI applications amplify data creation and support sustained storage demand. Our areal density-driven product strategy enables us to deliver higher-capacity, energy- and capital-efficient storage at scale. Through disciplined execution, we are strategically positioned to capture these opportunities, and drive profitable growth and long-term value creation,” Mosley concluded.


Quarterly Financial Results




 






GAAP






 






Non-GAAP








 






FQ3 2026






 






FQ3 2025






 






FQ3 2026






 






FQ3 2025








Revenue ($M)






$






3,112






 






 






$






2,160






 






 






$






3,112






 






 






$






2,160






 








Gross Margin







46.5





%



35.2





%



47.0





%



36.2





%



Operating Margin







32.1






%








20.0






%






 






 






37.5






%






 






 






23.5






%








Net Income ($M)






$






748






 






 






$






340






 






 






$






934






 






 






$






407






 








Diluted Earnings Per Share






$






3.27






 






 






$






1.57






 






 






$






4.10






 






 






$






1.90






 







For definitions and a detailed reconciliation of GAAP to non-GAAP results, see accompanying financial tables.


During the fiscal third quarter, the Company generated $1.1 billion in cash flow from operations and $953 million in free cash flow. Seagate’s balance sheet remains healthy, and during the fiscal third quarter, the Company retired approximately $641 million in debt and returned $191 million to shareholders through dividends and share repurchases. As of the end of the quarter, cash and cash equivalents totaled $1.1 billion, and there were 224 million ordinary shares issued and outstanding.


Seagate has issued a Supplemental Financial Information document, which is available on Seagate’s Investor Relations website at investors.seagate.com.


Quarterly Cash Dividend


The Board of Directors of the Company (the “Board”) declared a quarterly cash dividend of $0.74 per share, which will be payable on July 7, 2026 to shareholders of record as of the close of business on June 24, 2026. The payment of any future quarterly dividends will be at the discretion of the Board and will be dependent upon Seagate’s financial position, results of operations, available cash, cash flow, capital requirements and other factors deemed relevant by the Board.


Business Outlook


The business outlook for the fiscal fourth quarter 2026 is based on our current assumptions and expectations; actual results may differ materially as a result of, among other things, the important factors discussed in the Cautionary Note Regarding Forward-Looking Statements section of this release.


The Company is providing the following guidance for its fiscal fourth quarter 2026:



Revenue of $3.45 billion, plus or minus $100 million



Non-GAAP diluted EPS of $5.00, plus or minus $0.20



Our fiscal fourth quarter guidance includes:



The estimated net dilutive impact from the Exchangeable Senior Notes due 2028; and



Minimal expected impact from global tariff policies and/or the current conflict in the Middle East as of the date of this release.



Guidance regarding non-GAAP diluted EPS excludes known pre-tax charges related to estimated share-based compensation expenses of $0.23 per share.


We have not reconciled our non-GAAP diluted EPS guidance for fiscal fourth quarter 2026 to the most directly comparable GAAP measure, other than estimated share-based compensation expenses, because material items that may impact these measures are out of our control and/or cannot be reasonably predicted, including, but not limited to, net (gain) loss from debt transactions, strategic investment losses (gains) or impairment charges, income tax adjustments on these measures, and other charges or benefits that may arise. The amounts of these measures are not currently available but may be material to future results. A reconciliation of our historical non-GAAP financial measures to their nearest GAAP equivalent is contained in this release.


Investor Communications


Seagate management will hold a public webcast at 2:00 PM PT / 5:00 PM ET on April 28, 2026 that can be accessed on its Investor Relations website at investors.seagate.com.


An archived audio webcast of this event will be available on Seagate’s Investor Relations website at investors.seagate.com shortly following the event conclusion.


About Seagate Technology


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. Learn more at www.seagate.com, and follow us on LinkedIn, YouTube, X and Facebook.


© 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.


Cautionary Note Regarding Forward-Looking Statements


This press release and our other communications regarding our quarterly financial results contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements include, among other things, statements about the Company’s plans, programs, strategies, prospects, and opportunities; financial outlook for future periods, including the fiscal fourth quarter 2026; expectations regarding our ability to service debt and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the settlement agreement with the U.S. Department of Commerce’s Bureau of Industry and Security; expectations regarding logistical, macroeconomic, or other factors affecting the Company, including uncertainty related to tariffs, trade restrictions, or evolving global trade policy; expectations regarding market demand for the Company’s products, our visibility into such demand and our ability to optimize our level of production and meet market and industry expectations and the effects of these future trends on Company’s financial and operational performance, including our ability to deliver profitable growth; anticipated shifts in technology and storage industry trends, and anticipated demand and performance of new storage product introductions, including HAMR-based Mozaic products; our ability to successfully integrate acquisitions with our existing business; and expectations regarding the Company’s business strategy and performance, as well as dividend issuance plans for the fiscal quarter ending July 3, 2026 and beyond. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could” or the negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are subject to various uncertainties and risks that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest periodic report on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.


The inclusion of Seagate’s website addresses in this press release are provided for convenience only. The information contained in, or that can be accessed through, Seagate’s websites and social media channels are not part of this press release.




SEAGATE TECHNOLOGY HOLDINGS PLC




CONDENSED CONSOLIDATED BALANCE SHEETS




(In millions)










 



 






April 3, 2026






 






June 27, 2025








 






(unaudited)






 






 








ASSETS






 






 






 








Current assets:






 






 






 








Cash and cash equivalents






$






1,146







 






$






891









Accounts receivable, net






 






1,197






 






 






 






959






 








Inventories, net






 






1,530






 






 






 






1,440






 








Other current assets






 






426






 






 






 






363






 








Total current assets






 






4,299






 






 






 






3,653






 








Property, equipment and leasehold improvements, net






 






1,852






 






 






 






1,657






 








Goodwill






 






1,221






 






 






 






1,221






 








Deferred income taxes






 






1,099






 






 






 






1,066






 








Other assets, net






 






421






 






 






 






426






 








Total Assets






$






8,892






 






 






$






8,023






 








LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)






 






 






 








Current liabilities:






 






 






 








Accounts payable






$






1,694






 






 






$






1,604






 








Accrued employee compensation






 






308






 






 






 






352






 








Accrued warranty






 






70






 






 






 






60






 








Current portion of long-term debt






 






398






 






 






 






—






 








Accrued expenses






 






771






 






 






 






632






 








Total current liabilities






 






3,241






 






 






 






2,648






 








Long-term accrued warranty






 






109






 






 






 






77






 








Other non-current liabilities






 






982






 






 






 






756






 








Long-term debt, less current portion






 






3,465






 






 






 






4,995






 








Total Liabilities






 






7,797






 






 






 






8,476






 








Total Shareholders’ Equity (Deficit)






 






1,095






 






 






 






(453






)








Total Liabilities and Shareholders’ Equity (Deficit)






$






8,892






 






 






$






8,023






 














 




SEAGATE TECHNOLOGY HOLDINGS PLC




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




(In millions, except per share data)




(Unaudited)










 



 






For the Three Months Ended






 






For the Nine Months Ended








 






April 3, 2026






 






March 28, 2025






 






April 3, 2026






 






March 28, 2025








Revenue






$






3,112






 






 






$






2,160






 






 






$






8,566






 






 






$






6,653






 








 






 






 






 






 






 






 






 








Cost of revenue






 






1,665






 






 






 






1,400






 






 






 






4,906






 






 






 






4,367






 








Product development






 






194






 






 






 






180






 






 






 






567






 






 






 






545






 








Marketing and administrative






 






143






 






 






 






139






 






 






 






430






 






 






 






407






 








Legal settlement






 






105






 






 






 






—






 






 






 






105






 






 






 






—






 








Restructuring and other, net






 






7






 






 






 






10






 






 






 






23






 






 






 






12






 








Total operating expenses






 






2,114






 






 






 






1,729






 






 






 






6,031






 






 






 






5,331






 








 






 






 






 






 






 






 






 








Income from operations






 






998






 






 






 






431






 






 






 






2,535






 






 






 






1,322






 








 






 






 






 






 






 






 






 








Interest income






 






6






 






 






 






4






 






 






 






20






 






 






 






19






 








Interest expense






 






(68






)






 






 






(77






)






 






 






(220






)






 






 






(246






)








Net loss from debt transactions






 






(69






)






 






 






(4






)






 






 






(141






)






 






 






(4






)








Other, net






 






(3






)






 






 






1






 






 






 






(9






)






 






 






(70






)








Other expense, net






 






(134






)






 






 






(76






)






 






 






(350






)






 






 






(301






)








 






 






 






 






 






 






 






 








Income before income taxes






 






864






 






 






 






355






 






 






 






2,185






 






 






 






1,021






 








Provision for income taxes






 






116






 






 






 






15






 






 






 






295






 






 






 






40






 








Net income






$






748






 






 






$






340






 






 






$






1,890






 






 






$






981






 








 






 






 






 






 






 






 






 








Net income per share:






 






 






 






 






 






 






 








Basic






$






3.38






 






 






$






1.60






 






 






$






8.71






 






 






$






4.65






 








Diluted






$






3.27






 






 






$






1.57






 






 






$






8.29






 






 






$






4.52






 








Number of shares used in per share calculations:






 






 






 






 






 






 








Basic






 






221






 






 






 






212






 






 






 






217






 






 






 






211






 








Diluted






 






229






 






 






 






216






 






 






 






228






 






 






 






217






 








 






 






 






 






 






 






 






 








Cash dividends declared per ordinary share






$






0.74






 






 






$






0.72






 






 






$






2.20






 






 






$






2.14






 






















 




SEAGATE TECHNOLOGY HOLDINGS PLC




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS




(In millions)




(Unaudited)








 



 






For the Nine Months Ended








 






April 3, 2026






 






March 28, 2025








OPERATING ACTIVITIES






 






 






 








Net income






$






1,890






 






 






$






981






 








Adjustments to reconcile net income to net cash provided by operating activities:






 






 






 








Depreciation and amortization






 






206






 






 






 






190






 








Share-based compensation






 






159






 






 






 






141






 








Net loss from debt transactions






 






141






 






 






 






4






 








Deferred income taxes






 






(33






)






 






 






8






 








Other non-cash operating activities, net






 






44






 






 






 






109






 








Changes in operating assets and liabilities:






 






 






 








Accounts receivable, net






 






(238






)






 






 






(193






)








Inventories, net






 






(90






)






 






 






(233






)








Accounts payable






 






89






 






 






 






(331






)








Accrued employee compensation






 






(62






)






 






 






116






 








Accrued expenses, income taxes and warranty






 






346






 






 






 






(117






)








Other assets and liabilities






 






(83






)






 






 






(100






)








Net cash provided by operating activities






 






2,369






 






 






 






575






 








INVESTING ACTIVITIES






 






 






 








Acquisition of property, equipment and leasehold improvements






 






(382






)






 






 






(182






)








Proceeds from the sale of assets






 






—






 






 






 






1






 








Purchases of investments






 






(2






)






 






 






—






 








Proceeds from sale of investments






 






—






 






 






 






10






 








Proceeds from business divestiture






 






15






 






 






 






25






 








Net cash used in investing activities






 






(369






)






 






 






(146






)








FINANCING ACTIVITIES






 






 






 








Redemption and repurchase of debt






 






(1,142






)






 






 






(531






)








Dividends to shareholders






 






(468






)






 






 






(447






)








Taxes paid related to net share settlement of equity awards






 






(111






)






 






 






(44






)








Repurchases of ordinary shares






 






(59






)






 






 






—






 








Proceeds from issuance of ordinary shares under employee stock plans






 






54






 






 






 






56






 








Other financing activities, net






 






(20






)






 






 






(7






)








Net cash used in financing activities






 






(1,746






)






 






 






(973






)








Increase (decrease) in cash, cash equivalents and restricted cash






 






254






 






 






 






(544






)








Cash, cash equivalents and restricted cash at the beginning of the period






 






893






 






 






 






1,360






 








Cash, cash equivalents and restricted cash at the end of the period






$






1,147






 






 






$






816






 







Use of non-GAAP financial information


The Company uses non-GAAP measures of gross profit, gross margin, operating expenses, income from operations, operating margin, net income, diluted EPS, free cash flow, EBITDA, adjusted EBITDA and last twelve months adjusted EBITDA, which are adjusted from results based on GAAP to exclude certain benefits, expenses, gains and losses. These non-GAAP financial measures are used by management to evaluate the business and provided to enhance the user’s overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company believes non-GAAP results provide useful information to investors as these non-GAAP results exclude certain benefits, expenses, gains and losses that the Company believes are not part of the Company's ongoing operations and not indicative of its core operating results.


These non-GAAP financial measures are some of the measurements management uses to assess the Company’s performance, allocate resources and plan for future periods. Reported non-GAAP results should only be considered as supplemental to results prepared in accordance with GAAP, and not considered as a substitute or replacement for, or superior to, GAAP results. These non-GAAP measures may differ from the non-GAAP measures reported by other companies in its industry.




SEAGATE TECHNOLOGY HOLDINGS PLC




RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES




(In millions, except per share amounts, gross margin and operating margin)




(Unaudited)










 



 






For the Three Months Ended






 






For the Nine Months Ended








 






April 3, 2026






 






March 28, 2025






 






April 3, 2026






 






March 28, 2025








GAAP Gross Profit






$






1,447






 






 






$






760






 






 






$






3,660






 






 






$






2,286






 








Amortization of acquired intangible assets






 






2






 






 






 






—






 






 






 






7






 






 






 






—






 








Purchase order cancellation fees






 






—






 






 






 






(3






)






 






 






—






 






 






 






(4






)








Restructuring and other, net1






 






—






 






 






 






10






 






 






 






—






 






 






 






10






 








Share-based compensation






 






14






 






 






 






14






 






 






 






41






 






 






 






37






 








Non-GAAP Gross Profit






$






1,463






 






 






$






781






 






 






$






3,708






 






 






$






2,329






 








 






 






 






 






 






 






 






 








GAAP Gross Margin






 






46.5






%






 






 






35.2






%






 






 






42.7






%






 






 






34.4






%








Non-GAAP Gross Margin






 






47.0






%






 






 






36.2






%






 






 






43.3






%






 






 






35.0






%








 






 






 






 






 






 






 






 








GAAP Operating Expenses






$






449






 






 






$






329






 






 






$






1,125






 






 






$






964






 








Acquisition-related charges






 






—






 






 






 






(5






)






 






 






(1






)






 






 






(5






)








Legal settlement






 






(105






)






 






 






—






 






 






 






(105






)






 






 






—






 








Restructuring and other, net1






 






(7






)






 






 






(10






)






 






 






(23






)






 






 






(12






)








Share-based compensation






 






(40






)






 






 






(40






)






 






 






(118






)






 






 






(104






)








Other charges






 






(1






)






 






 






—






 






 






 






(1






)






 






 






(1






)








Non-GAAP Operating Expenses






$






296






 






 






$






274






 






 






$






877






 






 






$






842






 








 






 






 






 






 






 






 






 








GAAP Income From Operations






$






998






 






 






$






431






 






 






$






2,535






 






 






$






1,322






 








Acquisition-related charges






 






—






 






 






 






5






 






 






 






1






 






 






 






5






 








Amortization of acquired intangible assets






 






2






 






 






 






—






 






 






 






7






 






 






 






—






 








Legal settlement






 






105






 






 






 






—






 






 






 






105






 






 






 






—






 








Purchase order cancellation fees






 






—






 






 






 






(3






)






 






 






—






 






 






 






(4






)








Restructuring and other, net1






 






7






 






 






 






20






 






 






 






23






 






 






 






22






 








Share-based compensation






 






54






 






 






 






54






 






 






 






159






 






 






 






141






 








Other charges






 






1






 






 






 






—






 






 






 






1






 






 






 






1






 








Non-GAAP Income From Operations






$






1,167






 






 






$






507






 






 






$






2,831






 






 






$






1,487






 








 






 






 






 






 






 






 






 








GAAP Operating Margin






 






32.1






%






 






 






20.0






%






 






 






29.6






%






 






 






19.9






%








Non-GAAP Operating Margin






 






37.5






%






 






 






23.5






%






 






 






33.0






%






 






 






22.4






%









GAAP Net Income






$






748






 






 






$






340






 






 






$






1,890






 






 






$






981






 








Acquisition-related charges






 






—






 






 






 






5






 






 






 






1






 






 






 






5






 








Amortization of acquired intangible assets






 






2






 






 






 






—






 






 






 






7






 






 






 






—






 








Legal settlement






 






105






 






 






 






—






 






 






 






105






 






 






 






—






 








Net loss (gain) from business divestiture






 






3






 






 






 






(8






)






 






 






3






 






 






 






(8






)








Net loss from debt transactions






 






69






 






 






 






4






 






 






 






141






 






 






 






4






 








Purchase order cancellation fees






 






—






 






 






 






(3






)






 






 






—






 






 






 






(4






)








Restructuring and other, net1






 






7






 






 






 






20






 






 






 






23






 






 






 






22






 








Share-based compensation






 






54






 






 






 






54






 






 






 






159






 






 






 






141






 








Strategic investment losses or impairment charges






 






—






 






 






 






—






 






 






 






—






 






 






 






53






 








Other charges






 






1






 






 






 






—






 






 






 






1






 






 






 






1






 








Income tax adjustments






 






(55






)






 






 






(5






)






 






 






(111






)






 






 






(18






)








Non-GAAP Net Income






$






934






 






 






$






407






 






 






$






2,219






 






 






$






1,177






 








 






 






 






 






 






 






 






 








GAAP Diluted Net Income Per Share






$






3.27






 






 






$






1.57






 






 






$






8.29






 






 






$






4.52






 








Acquisition-related charges






 






—






 






 






 






0.02






 






 






 






—






 






 






 






0.02






 








Amortization of acquired intangible assets






 






0.01






 






 






 






—






 






 






 






0.03






 






 






 






—






 








Legal settlement






 






0.46






 






 






 






—






 






 






 






0.46






 






 






 






—






 








Net loss (gain) from business divestiture






 






0.01






 






 






 






(0.04






)






 






 






0.01






 






 






 






(0.04






)








Net loss from debt transactions






 






0.30






 






 






 






0.02






 






 






 






0.62






 






 






 






0.02






 








Purchase order cancellation fees






 






—






 






 






 






(0.01






)






 






 






—






 






 






 






(0.02






)








Restructuring and other, net1






 






0.03






 






 






 






0.09






 






 






 






0.10






 






 






 






0.10






 








Share-based compensation






 






0.24






 






 






 






0.25






 






 






 






0.70






 






 






 






0.65






 








Strategic investment losses or impairment charges






 






—






 






 






 






—






 






 






 






—






 






 






 






0.24






 








Other charges






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 








Income tax adjustments






 






(0.24






)






 






 






(0.02






)






 






 






(0.49






)






 






 






(0.08






)








Non-GAAP diluted share count adjustments2






 






0.02






 






 






 






0.02






 






 






 






0.09






 






 






 






0.12






 








Non-GAAP Diluted Net Income Per Share2






$






4.10






 






 






$






1.90






 






 






$






9.81






 






 






$






5.53






 








 






 






 






 






 






 






 






 








Shares Used In Diluted Net Income Per Share Calculation






 






 






 






 






 






 








GAAP






 






229






 






 






 






216






 






 






 






228






 






 






 






217






 








Non-GAAP diluted share count adjustments2






 






(1






)






 






 






(2






)






 






 






(2






)






 






 






(4






)








Non-GAAP






 






228






 






 






 






214






 






 






 






226






 






 






 






213






 








 






 






 






 






 






 






 






 








GAAP Net Cash Provided by Operating Activities






$






1,114






 






 






$






259






 






 






$






2,369






 






 






$






575






 








Acquisition of property, equipment and leasehold improvements






 






(161






)






 






 






(43






)






 






 






(382






)






 






 






(182






)








Free Cash Flow






$






953






 






 






$






216






 






 






$






1,987






 






 






$






393






 






















 




SEAGATE TECHNOLOGY HOLDINGS PLC




RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES




(In millions)




(Unaudited)










 



 






For the Three Months Ended






 






 








 






April 3,




2026






 






January 2,




2026






 






October 3,




2025






 






June 27,




2025






 






Last Twelve




Months








GAAP Net Income






$






748






 






 






$






593






 






 






$






549






 






 






$






488






 






 






$






2,378






 








Depreciation and amortization






 






66






 






 






 






68






 






 






 






72






 






 






 






61






 






 






 






267






 








Interest expense






 






68






 






 






 






72






 






 






 






80






 






 






 






75






 






 






 






295






 








Interest income






 






(6






)






 






 






(7






)






 






 






(7






)






 






 






(6






)






 






 






(26






)








Income tax expense






 






116






 






 






 






114






 






 






 






65






 






 






 






4






 






 






 






299






 








Non-GAAP EBITDA






 






992






 






 






 






840






 






 






 






759






 






 






 






622






 






 






 






3,213






 








 






 






 






 






 






 






 






 






 






 








Acquisition-related charges






 






—






 






 






 






—






 






 






 






1






 






 






 






2






 






 






 






3






 








Legal settlement






 






105






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






105






 








Net loss from business divestiture






 






3






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






3






 








Net loss from debt transactions






 






69






 






 






 






66






 






 






 






6






 






 






 






3






 






 






 






144






 








Purchase order cancellation fees






 






—






 






 






 






—






 






 






 






—






 






 






 






(5






)






 






 






(5






)








Restructuring and other, net






 






7






 






 






 






3






 






 






 






13






 






 






 






16






 






 






 






39






 








Share-based compensation






 






54






 






 






 






53






 






 






 






52






 






 






 






59






 






 






 






218






 








Other charges






 






1






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






1






 








Non-GAAP Adjusted EBITDA






$






1,231






 






 






$






962






 






 






$






831






 






 






$






697






 






 






$






3,721






 







1 The Company recorded $20 million of restructuring charges in the three months ended March 28, 2025, of which $10 million was recorded to Cost of revenue and $10 million was recorded to Restructuring and other, net, within Operating expenses.

2 For the three and nine months ended April 3, 2026, and the three and nine months ended March 28, 2025, using the if-converted method, approximately 4 million, 7 million, 2 million and 4 million shares, respectively, are issuable upon conversion of our 2028 exchangeable senior notes. These dilutive effects are expected to be offset partially by the capped call transactions and are excluded from non-GAAP shares used in diluted net income per share calculation.


The Company’s Non-GAAP measures are adjusted for the following items:


Acquisition-related charges

Acquisition-related charges are primarily related to transaction and integration costs. These expenses are excluded in the non-GAAP measures due to the inconsistency in amount and frequency, and they are not normal operating expenses or indicative of the Company's operating performance. Exclusion of these amounts provides a supplemental view of the Company's operating performance to investors to enable them to evaluate the Company's current operating performance compared to the past periods' operating performance.


Amortization of acquired intangible assets

The Company records expense from amortization of intangible assets that were acquired in connection with its business combinations over their estimated useful lives. Such charges are inconsistent in size and are significantly impacted by the timing and magnitude of the Company’s acquisitions. Consequently, the Company excludes these amounts to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods' operating performance.


Legal settlement

From time to time, the Company incurs charges related to the settlement of litigation matters. These charges are inconsistent in amount and frequency and are excluded from the Company’s non-GAAP measures to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods' operating performance.


Net gain/loss from business divestiture

From time to time, the Company records net gains or losses from the sale of businesses. These net gains are excluded in the non-GAAP measures because they are not indicative of the Company's operating performance. The Company excludes these amounts to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods' operating performance.


Net gain/loss from debt transactions

From time to time, the Company incurs gains, losses and fees from the early redemption and repurchase of certain long-term debt instruments. The amount of these charges may be inconsistent in size and varies depending on the timing of the early redemption of debt. The Company does not believe these are part of its normal operating performance. Exclusion of these amounts provides a supplemental view of the Company's operating performance to investors to enable them to evaluate the Company's current operating performance compared to the past periods' operating performance.


Purchase order cancellation fees

Purchase order cancellation fees are the costs incurred to cancel certain purchase commitments made with the Company's suppliers for component and equipment purchases that will not be received due to change in forecasted demand. These charges and subsequent credits received are inconsistent in amount and frequency. The Company does not believe these are part of its normal operating expenses. Exclusion of these amounts provides a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods’ operating performance.


Restructuring and other, net

Restructuring and other, net are costs associated with restructuring plans that are primarily related to costs associated with reduction in the Company’s workforce, exiting certain facilities, inventory write down related to discontinued product lines and other related costs, as well as charges or gains from sale of properties. These costs or benefits do not reflect the Company’s normal or ongoing operating performance and consequently the Company excludes these expenses to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods’ operating performance.


Share-based compensation

These expenses consist primarily of expenses for employee share-based compensation. Given the variety of equity awards used by companies, the varying methodologies for determining share-based compensation expense, the subjective assumptions involved in those determinations, and the volatility in valuations that can be driven by market conditions outside the Company’s control, the Company believes excluding share-based compensation expense enhances the ability of management and investors to understand and assess the underlying performance of its business over time and compare it against the Company’s peers, a majority of whom also exclude share-based compensation expense from their non-GAAP results.


Strategic investment gains, losses and impairment charges

From time to time, the Company incurs gains, losses or impairment charges from strategic investments that are measured and accounted at fair value, under the equity method of accounting, as available-for-sale debt securities or adjust for downward or upward adjustments to the carrying value under the measurement alternative if an impairment or observable price adjustment is recognized in the current period that are not considered normal operating expenses or gains. The resulting expense, gain or impairment loss is inconsistent in amount and frequency, and the Company excludes these amounts to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods’ operating performance.


Other charges

The other charges primarily include IT transformation costs. These charges are inconsistent in amount and frequency and are excluded to provide a supplemental view to investors to evaluate the Company's current operating performance compared to past periods’ operating performance.


Income tax adjustments

Seagate utilizes a projected annual non-GAAP income tax rate to determine its non-GAAP income taxes. The annual non-GAAP tax rate is based on considerations such as its current tax structure, projected tax positions and impacts from key legislation implemented in various jurisdictions but excludes the tax effects of pre-tax non-GAAP adjustments and other significant non-recurring income tax items. The Company believes applying the non-GAAP tax rate provides consistency across the interim reporting periods and reduces the effects of items not directly related to its operating structure that can vary in size and frequency. The non-GAAP income tax rate could be subject to change for a variety of reasons, including significant changes in tax laws. The Company will re-evaluate periodically its non-GAAP tax rate and may adjust as appropriate. For fiscal year 2026, the Company uses a projected non-GAAP income tax rate of 15.5%.


Non-GAAP diluted share count adjustments

Using the if-converted method, diluted net income per share is calculated assuming that the excess value above the principal of the 2028 exchangeable notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive. Non-GAAP shares used in diluted net income per share calculation excluded certain dilutive shares, which are expected to be offset partially by the capped call transactions entered by the Company in conjunction with our 2028 exchangeable senior notes in order to reduce the potential dilution to the Company’s ordinary shares upon the conversion.


Free cash flow

Free cash flow is a non-GAAP measure defined as net cash provided by operating activities less acquisition of property, equipment and leasehold improvements. Free cash flow does not reflect non-cash items, net cash used or provided by financing activities and net cash used or provided by investing activities, other than acquisition of property, equipment and leasehold improvements. This non-GAAP financial measure is used by management to assess the Company's sources of liquidity, capital structure and operating performance.


EBITDA, adjusted EBITDA and last twelve months (LTM) adjusted EBITDA

EBITDA is defined as net income before income tax expense, interest expense, interest income, depreciation and amortization. Adjusted EBITDA excludes certain expenses, gains and losses that the Company believes are not indicative of its core operating results. These adjustments primarily include impairment and other charges related to cost saving efforts, net loss (gain) from debt transactions, net loss (gain) from business divestiture, purchase order cancellation fees, restructuring and other, net, share-based compensation, strategic investment losses or impairment charges, other extraordinary charges such as factory underutilization charges. LTM adjusted EBITDA is defined as the total of last twelve months adjusted EBITDA. These non-GAAP financial measures are used by management to evaluate the Company’s debt portfolio and structure to comply with its financial debt covenants.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260428855920/en/
Investor Relations Contact:

Shanye Hudson, (510) 661-1600

shanye.hudson@seagate.com


Media Contact:

Karin Taylor, (408) 772-8279

karin.h.taylor@seagate.com


Original: Seagate Technology Reports Fiscal Third Quarter 2026 Financial Results