Creditor Relations

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Financial Detail

The company may from time to time, without notice or the consent of the holders of the notes, create and issue further notes of the same series described below, ranking equally with the notes in all respects (or in all respects other than payment of interest accruing prior to the issue date of such further notes except for the first interest payment following the issue date of such further notes), provided that such additional notes are fungible with the notes described for U.S federal income tax purposes. Such further notes will be consolidated and form a single series with the notes and have the same terms as to status, redemption or otherwise as the notes.

Senior Notes1,2,3

As of October 15, 2026

Tranche Principal Outstanding4 Cusip Issuer1, 2 Guarantor1, 2 Coupon Payment Dates Additional Call Options Trustee5
4.091%, June 1, 2029opens in a new window $321 million


$40 million
81180LAU9


81180WBC4
SDST


SHDD
STUC, STH PLC and SHDD

STUC and STH PLC
Semiannually, every first of June and December No Computershare
3.125%, July 15, 2029opens in a new window $98 million


$38 million
81180LAV7


81180WBF7
SDST


SHDD
STUC, STH PLC and SHDD

STUC and STH PLC
Semiannually, every fifteenth of January and July Yes Computershare
5.875%, July 15, 2030opens in a new window $400 million 81180LAT2 SDST STUC, STH PLC and SHDD Semiannually, every fifteenth of January and July Yes Computershare
4.125%, January 15, 2031opens in a new window $164 million


$22 million
81180LAX3


81180WBD2
SDST


SHDD
STUC, STH PLC and SHDD

STUC and STH PLC
Semiannually, every fifteenth of January and July No Computershare
3.375%, July 15, 2031opens in a new window $45 million


$16 million
81180LAY1


81180WBE0
SDST


SHDD
STUC, STH PLC and SHDD

STUC and STH PLC
Semiannually, every fifteenth of January and July Yes Computershare
5.75%, December 1, 2034opens in a new window $328 million


$162 million
81180LBB0


81180WAN1
SDST


SHDD
STUC, STH PLC and SHDD

STUC and STH PLC
Semiannually, every first of June and December No Computershare


US Bank
  1. On June 30, 2025, offers to exchange (collectively, the “Exchange Offers” and each, an “Exchange Offer”) were completed in respect of any and all outstanding notes of eight series issued by Seagate HDD Cayman (SHDD) (the “Old Notes”) for new notes to be issued by Seagate Data Storage Technology Pte. Ltd. (SDST) (the “New Notes”), and sufficient consents were received under related consent solicitations to make certain amendments to the Old Notes (the “Proposed Amendments”).

  2. The Old Notes were issued by SHDD and were fully and unconditionally guaranteed, on a senior unsecured basis, by Seagate Technology Unlimited Company (STUC) and STH PLC. However, supplemental indentures for each series of Old Notes became operative on June 30, 2025 and gave effect to the Proposed Amendments which, among other things, released STUC and STH PLC from their respective guarantee obligations with respect to each series of Old Notes.

    The New Notes and the 2030 Notes are issued by SDST and are fully and unconditionally guaranteed, on a senior unsecured basis, by STUC, STH PLC and SHDD.

  3. On July 1, 2026, the Company, SHDD and SDST issued notices to holders calling for redemption of all outstanding December 2029 Notes and 8.50% July 2031 Notes, with a redemption date of July 15, 2026. On July 15, 2026, the entire outstanding principal amounts of all December 2029 Notes and 8.50% July 2031 Notes totaling $1 billion principal amount were redeemed.

    On October 5, 2026, the Company, SHDD and SDST issued notices to holders calling for redemption of all outstanding 2032 Notes, with a redemption date of October 15, 2026. On October 15, 2026, the entire outstanding principal amounts of all 2032 Notes totaling $750 million principal amount were redeemed.

    At any time on or after January 15, 2024, the July 2029 Notes are callable at the prices specified in the Indenture, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, prior to January 15, 2024, up to 40% of the July 2029 Notes are redeemable with the net cash proceeds from one or more equity offerings at a redemption price of 103.125%, plus accrued and unpaid interest to, but excluding, the redemption date.

    All 2030 Notes are callable at a “make-whole” redemption price at any time on or before June 1, 2027, which would be the greater of: (1)(a) the sum of the present values at such redemption date of the redemption price of such Notes that would apply if such Notes were redeemed on June 1, 2027 (at the price specified in the Indenture) plus the remaining scheduled payments of interest thereon to, and including, June 1, 2027 discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of such redemption date; plus 50 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of such Notes to be redeemed plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time on or after June 1, 2027, the 2030 Notes are callable at the prices specified in the Indenture, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. In addition, prior to June 1, 2027, up to 40% of the 2030 Notes are redeemable with the net cash proceeds from one or more equity offerings at a redemption price of 105.875%, plus accrued and unpaid interest to, but excluding, the redemption date.

    SDST may also redeem the 2030 Notes at its option, in whole but not in part, if SDST or the Guarantors have, or on the next interest payment date would, become obligated to pay to the holder of any Note additional amounts as a result of certain tax-related events at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date; provided that SDST may only redeem the Notes if: (x) SDST or the relevant Guarantor cannot avoid these obligations by taking commercially reasonable measures available to SDST or such Guarantor; and (y) SDST delivers to the Trustee an officer’s certificate and opinion of outside legal counsel of recognized standing in the relevant taxing jurisdiction attesting to such tax-related event and obligation to pay additional amounts.

    At any time on or after January 15, 2026, the 3.375% July 2031 Notes are callable at the prices specified in the Indenture, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

    All other Notes are callable at a “make-whole” redemption price dependent upon the date of redemption. At any time on or after the relevant par call date (as set forth in the relevant indenture), the redemption price would equal 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time before the relevant par call date, the redemption price would equal (1) 100% of the principal amount of the Notes being redeemed, plus (2) the excess, if any, of (x) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at a rate equal to the sum of the Treasury Rate plus 50 basis points, minus accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the redemption date over (y) the principal amount of the Notes being redeemed, plus (3) accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the redemption date.

  4. Minor calculation variances are due to rounding.

  5. Computershare acquired Wells Fargo Bank’s corporate trust services; as such Computershare is successor trustee for all of the existing Senior Notes where Wells Fargo Bank was originally Trustee.

Credit Agreement

  • On January 30, 2025, the Company and its subsidiary Seagate HDD Cayman (the “Borrower”), the Bank of Nova Scotia, as administrative agent, and the lenders thereto entered into a Credit Agreement (the “Credit Agreement”) which provides for a $1.3 billion senior unsecured revolving credit facility (“Revolving Credit Facility”), the term of which is through January 30, 2030. The Revolving Credit Facility is available for cash borrowings, subject to compliance with certain covenants and other customary conditions to borrowing. An aggregate amount of up to $150 million of the facility shall also be available for the issuance of letters of credit, and an aggregate amount of up to $50 million of the facility shall also be available for swing line loans. On October 15, 2026, no borrowings were outstanding under the Credit Agreement.

  • The loans made under the Credit Agreement will bear interest at an Applicable Rate based on the secured overnight financing rate, or SOFR, plus a variable margin that will be determined based on the corporate credit rating of the Company. The Borrower’s obligations under the Credit Agreement are guaranteed by the Company and certain material subsidiaries of the Company.

  • The Credit Agreement also contains a financial covenant that requires the Company to maintain a total net leverage ratio of less than or equal to 6.75 to 1.00, commencing with the fiscal quarter ended June 27, 2025 and declining over time so that the maximum permitted net leverage ratio for each fiscal quarter ending after July 2, 2027 is 4.25 to 1.00, in accordance with the terms of the Credit Agreement.


Convertible Senior Notes (the “2028 Notes”)

As of October 15, 2026

  • On June 11, 2026, the Company issued a Notice of Full Provisional Redemption to holders of the 2028 Notes. On September 8, 2026 (the “Redemption Date”), the Company completed the redemption of the entire remaining outstanding principal amount of the 2028 Notes. $151 million principal amount of 2028 Notes that had been submitted for exchange prior to September 3, 2026, was exchanged on the Redemption Date for approximately $151 million in cash and approximately 1.6 million shares of the Company’s common stock. Following the exchanges and redemption, no 2028 Notes remain outstanding.

  • There was no corresponding change to the $1.5 billion notional value of the Capped Call Transactions (as defined below).

  • In connection with the 2028 Notes, the Company and SHDD entered into privately negotiated capped call transactions with certain financial institutions (the “Capped Call Transactions”). The current cap price of the capped call transactions, which was adjusted on September 24, 2026 in accordance with the applicable capped call confirmations, is $107.741 per share, which represents a premium of approximately 70% over the last reported sale price of the ordinary shares of $63.44 per share on the Nasdaq Global Market on September 7, 2023.