Seagate Technology Holdings PLC (Nasdaq: STX) and its subsidiary, Seagate HDD Cayman, announced that on February 11th, 2026, they reached separate, privately negotiated agreements with a small group of holders of Seagate HDDs 3.5% exchangeable senior notes due 2028. Under these agreements, $600 million in notes will be exchanged for about $599.2 million in cash and several of Seagate’s ordinary shares. The exact number will be set over one trading day starting February 12, 2026. The exchanges are expected to close around February 17, 2026, subject to standard closing conditions. After completion, the exchanged notes will be retired. About $400 million in notes will remain outstanding with no changes to their terms.
These exchanges are private placements. Any ordinary shares issued in these exchanges have not been and will not be registered under the Securities Act of 1933 or other securities laws. The shares may only be offered or sold under an exemption from registration or in a transaction that does not require registration. This press release is not an offer to sell or a solicitation to buy any securities, and no offer or sale will be made where it would be illegal.
About Seagate
Seagate Technology Leads in Mass Capacity Data Storage. We create technology that helps you store data securely and make the most of it. Founded over 45 years ago, Seagate has shipped more than 4 billion terabytes of storage and offers a wide range of devices, systems, and services for all kinds of data needs.
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Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements reflect current expectations about future events based on certain assumptions and cover anything not directly related to historical facts. The company cannot guarantee that the exchanges will happen or confirm their size or conditions. Forward-looking statements often use terms such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “continue,” “can,” “could,” or similar terms.
But not using these words does not mean a statement is not forward-looking. These statements are based on information available to the company as of the date of this press release, and they are subject to risks and uncertainties that could cause actual results to differ significantly from past results or current expectations. These risks include those listed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s latest Form 10-K filed with the US Securities and Exchange Commission. Do not place undue reliance on these forward-looking statements, which only speak as of the date of this release. The company does not have to update these statements after this date unless required by law.
Source: Seagate Announces Exchanges with Holders of $600 Million Principal Amount of Exchangeable Notes
