Seagate Technology Holdings plc (NASDAQ: STX) announced it has completed previously disclosed private exchanges involving $600 million in principal amount of its 3.50% Exchangeable Senior Notes due 2028.
The transaction, finalized on February 19, 2026, included approximately $599.2 million in cash and around 5.95 million ordinary shares of Seagate stock issued to participating noteholders. The exchanged notes have now been retired.
The number of shares issued was determined over a one-day trading period beginning February 12, 2026. Following the transaction, approximately $400 million in aggregate principal amount of the notes remain outstanding, with terms unchanged.
Transaction Structure
The exchanges were conducted through privately negotiated transactions and qualified for exemption under Section 4(a)(2) of the Securities Act of 1933, meaning the shares issued were not registered under public offering requirements.
Seagate emphasized that the announcement does not constitute an offer to sell or solicit the purchase of securities in any jurisdiction where such activity would be unlawful.
Capital Structure Adjustment
While Seagate did not disclose additional strategic commentary alongside the exchange, the move effectively reduces outstanding exchangeable debt and adjusts the company’s capital structure through a mix of cash settlement and equity issuance.
Seagate Technology, founded more than 45 years ago, is a global provider of mass-capacity data storage solutions. The company has shipped over four billion terabytes of storage capacity and maintains a broad portfolio of storage systems, devices, and services spanning edge to cloud environments.
