Published
# Seagate Technology Holdings plc (STX) — Material Events, Fiscal Year 2026 Fiscal year 2026 ran from June 28, 2025 to July 3, 2026. This brief covers Form 8-Ks filed from late June 2025 through September 9, 2026, including subsequent events disclosed after the fiscal year-end. ## Filings that contain financial statements - **8-K, accession 0001137789-26-000153 (filed July 28, 2026)** — Exhibit 99.1 furnishes the fiscal fourth quarter and full fiscal year 2026 results (income statement, balance sheet and cash flow statement), for the quarter and year ended July 3, 2026. - **8-K, accession 0001137789-26-000084 (filed April 28, 2026)** — Exhibit 99.1 furnishes fiscal third quarter 2026 results (income statement, balance sheet and cash flow statement) for the quarter ended April 3, 2026. - **8-K, accession 0001137789-26-000016 (filed January 27, 2026)** — Exhibit 99.1 furnishes fiscal second quarter 2026 results for the quarter ended January 2, 2026. - **8-K, accession 0001137789-25-000283 (filed October 28, 2025)** — Exhibit 99.1 furnishes fiscal first quarter 2026 results for the quarter ended October 3, 2025. - **8-K, accession 0001137789-25-000148 (filed July 29, 2025)** — Exhibit 99.1 furnishes fiscal fourth quarter and full fiscal year 2025 results (the year-ago comparative period) for the quarter and year ended June 27, 2025. - **10-Q, accession 0001137789-26-000088 (filed April 29, 2026)** — interim financial statements for the fiscal third quarter and nine months ended April 3, 2026. - **10-K, accession 0001137789-26-000159 (filed August 4, 2026)** — annual financial statements for fiscal year 2026, ended July 3, 2026. ## Earnings and guidance - **July 28, 2026 — Fiscal Q4/full-year 2026 results.** Revenue of $3.6 billion for the quarter (GAAP gross margin 52.3%, GAAP diluted EPS $5.58; non-GAAP diluted EPS $5.71). For the full fiscal year, revenue was $12.2 billion, up from $9.1 billion in fiscal 2025, with GAAP diluted EPS of $13.90 and non-GAAP diluted EPS of $15.58. The company generated $3.7 billion of operating cash flow and $3.1 billion of free cash flow for the year, retired $1.4 billion of debt, and returned $810 million to shareholders through dividends and share repurchases during fiscal 2026. Management guided fiscal Q1 2027 revenue of $4.1 billion (+/- $100 million) and non-GAAP diluted EPS of $7.30 (+/- $0.20). The board declared a quarterly cash dividend of $0.74 per share, payable October 7, 2026 to holders of record September 24, 2026. (8-K, accession 0001137789-26-000153.) - **April 28, 2026 — Fiscal Q3 2026 results.** Revenue of $3.11 billion, GAAP diluted EPS of $3.27 and non-GAAP diluted EPS of $4.10. The company generated $1.1 billion of operating cash flow and $953 million of free cash flow, retired approximately $641 million of debt and returned $191 million to shareholders. Guidance for fiscal Q4 2026: revenue of $3.45 billion (+/- $100 million) and non-GAAP diluted EPS of $5.00 (+/- $0.20). A quarterly dividend of $0.74 per share was declared, payable July 7, 2026. (8-K, accession 0001137789-26-000084.) - **January 27, 2026 — Fiscal Q2 2026 results.** Revenue of $2.83 billion, GAAP diluted EPS of $2.60 and non-GAAP diluted EPS of $3.11, both quarterly records for gross margin, operating margin and non-GAAP EPS. Operating cash flow was $723 million and free cash flow $607 million. During the quarter the company retired $500 million principal amount of its Exchangeable Senior Notes due 2028 and paid $154 million of cash dividends. Guidance for fiscal Q3 2026: revenue of $2.90 billion (+/- $100 million) and non-GAAP diluted EPS of $3.40 (+/- $0.20). A quarterly dividend of $0.74 per share was declared. (8-K, accession 0001137789-26-000016.) - **October 28, 2025 — Fiscal Q1 2026 results.** Revenue of $2.63 billion, up 21% year over year, with GAAP diluted EPS of $2.43 and non-GAAP diluted EPS of $2.61 (both a record gross margin quarter). The company generated $532 million of operating cash flow and $427 million of free cash flow, and returned $182 million to shareholders through dividends and share repurchases; the board raised the quarterly dividend by roughly 3% to $0.74 per share. Guidance for fiscal Q2 2026: revenue of $2.70 billion (+/- $100 million) and non-GAAP diluted EPS of $2.75 (+/- $0.20). (8-K, accession 0001137789-25-000283.) - **July 29, 2025 — Fiscal Q4/full-year 2025 results (comparative period).** Revenue of $2.44 billion for the quarter and $9.10 billion for fiscal 2025, with GAAP diluted EPS of $6.77 and non-GAAP diluted EPS of $8.10 for the year. Fiscal 2025 operating cash flow was $1.1 billion and free cash flow was $818 million; the company returned $600 million to shareholders and reduced debt by $684 million during the year, exiting fiscal 2025 with total debt of $5.0 billion. The board declared a quarterly dividend of $0.72 per share. Guidance issued for fiscal Q1 2026: revenue of $2.50 billion (+/- $150 million) and non-GAAP diluted EPS of $2.30 (+/- $0.20). (8-K, accession 0001137789-25-000148.) A separate 8-K filed the next day, July 30, 2025, furnished the prepared-remarks transcript of the earnings call after a technical issue interrupted the live webcast (8-K, accession 0001137789-25-000150). ## Capital structure and debt actions - **June 27, 2025 (announced) / June 30, 2025 (settled) — Senior notes exchange offers completed.** Seagate announced completion of exchange offers and consent solicitations under which roughly $2.8 billion aggregate principal of eight series of old senior notes issued by Seagate HDD Cayman were tendered and exchanged for new notes of the same principal amounts issued by a new subsidiary issuer, Seagate Data Storage Technology Pte. Ltd. (SDST), guaranteed by the company, Seagate HDD Cayman and Seagate Technology Unlimited Company. The new notes carry the same interest rates and maturities as the notes they replaced; the old indentures were amended to eliminate all restrictive covenants and certain of the default provisions and release the prior guarantors. (8-K, accession 0001193125-25-152915.) Separately, over fiscal 2026 Seagate progressively retired the 3.50% Exchangeable Senior Notes due 2028 issued by its subsidiary Seagate HDD Cayman, through a series of privately negotiated exchanges followed by a final redemption: - **November 4-13, 2025 — First tranche of 2028 notes exchanged.** Seagate and Seagate HDD Cayman agreed to exchange $500 million principal amount of the 3.50% Exchangeable Senior Notes due 2028 for approximately $503.4 million in cash plus ordinary shares (8-K, accession 0001193125-25-265772, November 4, 2025). The exchange closed November 10-12, 2025, settled with 4,313,941 ordinary shares (8-K, accession 0001193125-25-279125, November 13, 2025). - **February 11-19, 2026 — Second tranche exchanged.** A further $600 million principal amount of the 2028 notes was exchanged for approximately $599.2 million in cash plus ordinary shares (8-K, accession 0001193125-26-047755, February 11, 2026). The exchange closed February 17-19, 2026, settled with 5,952,309 ordinary shares (8-K, accession 0001193125-26-059681, February 19, 2026). - **May 20-28, 2026 — Third tranche exchanged.** A further $185.908 million principal amount of the 2028 notes was exchanged for approximately $185.908 million in cash plus ordinary shares (8-K, accession 0001193125-26-233588, May 20, 2026). The exchange closed May 26-27, 2026, settled with 2,023,124 ordinary shares (8-K, accession 0001193125-26-243110, May 28, 2026). - **June 11, 2026 — Redemption notice for remaining 2028 notes.** Seagate HDD Cayman called for redemption all approximately $150.7 million of the 2028 notes still outstanding, with a redemption date of September 8, 2026 and a holder exchange deadline of September 3, 2026. (8-K, accession 0001193125-26-268170.) - **September 8-9, 2026 — 2028 notes retired.** On the redemption date, Seagate HDD Cayman redeemed for cash the notes not submitted for exchange and settled exchanges of $150.51 million principal amount of notes, delivering 1,647,862 ordinary shares plus approximately $150.97 million in cash. This retired the 3.50% Exchangeable Senior Notes due 2028 in full. This filing postdates the fiscal 2026 Form 10-K and is a subsequent event relative to it. (8-K, accession 0001193125-26-385961.) ## Board and governance - **July 28, 2025 — Chairman succession announced.** Effective at the conclusion of the 2025 Annual General Meeting, CEO Dave Mosley succeeded Michael R. Cannon as Chairman of the Board; Cannon became Lead Independent Director. (8-K, accession 0001137789-25-000145.) - **August 23, 2025 — New director appointed.** Thomas (Tom) Szlosek, EVP and CFO of AutoNation, Inc., was appointed to the Board and to its Audit and Finance Committee. (8-K, accession 0001137789-25-000191.) - **October 25, 2025 — 2025 Annual General Meeting results.** Shareholders elected all 11 directors, approved (on an advisory basis) executive compensation, ratified Ernst & Young LLP as auditor, and approved amendments to the Employee Stock Purchase Plan (adding 10,000,000 shares) and the 2022 Equity Incentive Plan (adding 3,800,000 shares available for issuance, among other changes). (8-K, accession 0001137789-25-000287.) - **May 5, 2026 — Cannon to retire from the Board.** Michael R. Cannon, Lead Independent Director, notified the Board he would not stand for re-election at the 2026 Annual General Meeting, ending a 15-year board tenure; he will continue as a director through the meeting. (8-K, accession 0001137789-26-000093.) - **September 2, 2026 — Second director declines re-election.** Director Shankar Arumugavelu notified the Board he would not stand for re-election at the 2026 Annual General Meeting; he will continue to serve through the meeting. This filing postdates the fiscal 2026 Form 10-K. (8-K, accession 0001137789-26-000201.) ## What is not reflected in these filings No 8-K in this window discloses a new acquisition or divestiture signed or closed during fiscal 2026. (Seagate's fiscal 2026 Form 10-K separately discloses that the company completed a small, non-material acquisition of Intevac, Inc. on March 31, 2025 — inside fiscal 2025, before this window begins — for total consideration of $119 million.)