Published
# Seagate Technology Holdings plc (STX) — Business, Risks and Management's Discussion
Fiscal year 2026 ended July 3, 2026 and comprised 53 weeks. Seagate's fiscal year ends on
the Friday closest to June 30; fiscal year 2025 comprised 52 weeks and ended June 27, 2025.
Principal sources for this document:
- Annual Report on Form 10-K for the fiscal year ended July 3, 2026, filed August 4, 2026
(accession 0001137789-26-000159).
- Quarterly Report on Form 10-Q for the quarter ended April 3, 2026, filed April 29, 2026
(accession 0001137789-26-000088).
- Current Reports on Form 8-K dated July 28, 2026 (accession 0001137789-26-000153),
September 4, 2026 (accession 0001137789-26-000201) and September 9, 2026
(accession 0001193125-26-385961).
---
## Business
*From the fiscal year 2026 Form 10-K, accession 0001137789-26-000159.*
Seagate is a provider of mass-capacity data storage. It designs and manufactures hard disk
drives (HDDs), storage systems and related solutions, and has been in the storage business
for nearly 50 years. The parent is Seagate Technology Holdings plc, an Irish public limited
company; its principal executive offices are in Singapore.
**Two end markets.** Beginning in fiscal year 2026 Seagate presents its products under two
end markets rather than its prior categories:
- **Data Center** — cloud and enterprise environments requiring scalable, high-capacity
storage infrastructure for AI-enabled computing, business-critical applications and other
data-intensive workloads. This is the large majority of the business: 80% of fiscal 2026
revenue, up from 75% in fiscal 2025. The Data Center portfolio includes high-capacity HDDs
of up to 44TB and storage systems of up to 3.5PB.
- **Edge / Internet of Things ("Edge IoT")** — industrial, commercial and consumer
environments where data is processed and stored closer to where it is created. 20% of
fiscal 2026 revenue, down from 25%. The Edge IoT portfolio ranges from 1TB to 32TB and
covers video and image applications, network-attached storage, smart infrastructure,
personal computing, gaming, streaming and backup.
Seagate operates as **one reportable segment**. The Chief Executive Officer, as chief
operating decision maker, evaluates performance on consolidated results including
consolidated net income.
**How it sells.** Sales run through direct and indirect channels. Data Center products go
mainly to cloud service providers ("CSPs"), OEMs, distributors and enterprises, many under
master purchase agreements with deliveries scheduled against customer purchase orders and
forecasts; for high-capacity nearline drives in particular, Seagate works with key customers
on longer-term demand forecasts and supply commitments that include cancellation-charge
provisions in certain circumstances. Edge IoT products go mainly through OEMs, distributors,
retailers and third-party resellers under non-exclusive agreements with customary sales
programs, limited return rights and price protection.
Fiscal 2026 revenue by channel was 81% OEMs, 13% distributors and 6% retailers (fiscal 2025:
80% / 12% / 8%). By bill-from geography, 50% Americas, 40% Asia Pacific and 10% EMEA.
Revenue by bill-from country was $6,146 million United States, $4,880 million Singapore and
$1,165 million The Netherlands. **In fiscal year 2026 one customer accounted for
approximately 14% of consolidated revenue**, up from approximately 10% for the largest
customer in fiscal 2025 (in fiscal 2024 no customer exceeded 10%).
**Technology.** The roadmap is centred on areal density — how much data fits on a disk's
recording surface. The **Mozaic** platform carries Seagate's implementation of heat-assisted
magnetic recording ("HAMR"), combined with advanced magnetic recording using proprietary
photonics. Alongside density, Seagate advances performance technologies including
multi-actuation, advanced channel coding and signal processing. Management cites IDC's
forecast that the global datasphere grows at roughly a 27% compound annual rate through 2030
to around 718 zettabytes annually.
**Vertical integration and manufacturing.** Seagate designs and manufactures many of the
critical technologies in its drives, including read/write heads, magnetic recording media and
other core components, and uses strategic suppliers and contract manufacturers for selected
components and assembly. Component manufacturing, subassembly and final test and assembly are
performed in China, Malaysia, Northern Ireland, Singapore, Thailand and the United States.
Principal product development sites are in California, Colorado, Minnesota and Singapore.
At July 3, 2026 Seagate owned or leased approximately 9.8 million square feet worldwide; the
largest sites are Korat, Thailand (2,706,000 sq ft, drives and subassemblies), Woodlands,
Singapore (1,543,000 sq ft, media) and Minnesota (1,157,000 sq ft, recording heads and
product development). Production inputs include rare earth elements, precious metals and
specialized alloys.
**Competition.** Global competitors include HDD makers Western Digital Corporation and
Toshiba Electronics Devices & Storage Corporation, NAND flash suppliers enabling alternative
storage, and storage systems and solutions providers. Customers evaluate on capacity,
performance, reliability, quality, total cost of ownership, energy efficiency, supply
continuity, security features and technical support.
**Demand patterns.** Data Center demand moves with customer procurement and deployment
schedules, IT spending and the timing of hyperscale infrastructure investment; enterprise
demand tracks IT modernization and data centre refresh cycles. Edge IoT, including Consumer
Solutions, is seasonally stronger in the first half of Seagate's fiscal year, reflecting
back-to-school and holiday purchasing.
**Intellectual property and people.** As of July 3, 2026 Seagate held approximately 3,036
U.S. patents and 226 non-U.S. patents, with approximately 273 U.S. and 29 non-U.S.
applications pending. It employed approximately 30,000 full-time employees worldwide, of whom
approximately 25,000 were in Asia. All manufacturing sites are certified to ISO 45001.
**Leadership.** Executive officers as of August 4, 2026 were Dr. William D. Mosley (Board
Chair since October 2025 and CEO since October 2017), Gianluca Romano (EVP and CFO since
January 2019), Ban Seng Teh (EVP and Chief Commercial Officer), James C. Lee (EVP, Chief
Legal Officer and Corporate Secretary), KianFatt Chong (EVP, Global Operations) and
Dr. John C. Morris (EVP and Chief Technology Officer).
**Cybersecurity governance.** The Board has delegated cybersecurity and IT risk oversight to
its Audit and Finance Committee, which receives at least quarterly reports from the Chief
Information Security Officer and Chief Information Officer. The CISO reports to the CIO, who
reports to the CFO. As of the date of the 10-K, Seagate had not identified any cybersecurity
threat that has materially affected or is reasonably likely to materially affect its business
strategy, results of operations or financial condition.
---
## Risk factors
*From the fiscal year 2026 Form 10-K, accession 0001137789-26-000159. Condensed to the
substantive risks; the full text is in Item 1A of that filing.*
### Business, operations and industry
- **Product transitions, especially HAMR.** Results have historically depended on being among
the first to market. Seagate is transitioning to areal density recording technologies using
HAMR as part of the Mozaic launch. If development, qualification or production cycles run
longer than anticipated, or Seagate otherwise fails to implement new HDD technologies, it
may lose sales and market share. Higher-capacity, more complex drives also raise the
likelihood of reliability, quality or operability problems, which drive rework, scrap,
service and warranty costs.
- **Customer concentration.** A limited number of key customers — OEMs, large hyperscale data
centre companies and CSPs — account for a significant portion of revenue; one customer was
approximately 14% of fiscal 2026 revenue. Loss of, or a significant reduction by, any one
of them would have a disproportionate effect. New key customers require a lengthy and
rigorous qualification process, so a lost customer is difficult to replace.
- **Commoditization and alternative media.** Industry standards that ensure interoperability
also constrain differentiation, which has historically put downward pressure on price.
Increasing capacity, falling cost and improving energy efficiency have expanded SSD
adoption; in data centres nearline HDDs and enterprise SSDs mostly complement each other,
but they compete for certain high-performance workloads, and in Edge IoT and client
applications solid-state storage continues to displace lower-capacity HDDs.
- **Forecasting and fixed costs.** Manufacturing requires product-specific inventory
investment at least three to six months ahead of sale, and capacity decisions further ahead
still. Because of vertical integration, a high proportion of costs are fixed and hard to
reduce in the short term. Forecasting errors produce either underutilization charges or
inability to meet demand; Seagate recognized factory underutilization charges in fiscal
years 2023 and 2024 after customer inventory adjustments. During periods of increasing
demand, complexity has also created difficulty recommissioning and fully utilizing
production equipment.
- **Long, unpredictable nearline sales cycle.** The nearline sales cycle can exceed one year
and depends on CSP procurement and deployment timing and on customers' ability to procure
other data-centre components.
- **Distributor and retail exposure.** Sales through distributors and retailers are a
substantial portion of revenue, are less predictable, and are subject to greater price
erosion and volatility.
- **Seasonality.** Consumer product sales are higher in the first half of the fiscal year;
the second half sees seasonal reductions around Lunar New Year and the European summer.
- **International operations and currency.** Prices are predominantly dollar-denominated even
outside the U.S., so a stronger dollar raises the real cost to non-U.S. customers, while
expenses denominated in Thai Baht, Singapore dollars, Chinese Renminbi and British Pound
Sterling expose Seagate the other way. Some countries restrict cross-border movement of
cash; Singapore may tax dividends from subsidiaries to the parent.
- **M&A and divestiture execution.** Acquisitions may not deliver anticipated benefits, may
require dilutive equity or additional debt, may raise the effective tax rate or bring
inadequate privacy and cybersecurity controls, and may lead to impairment charges.
- **Cybersecurity.** Seagate and its third-party providers face phishing, social engineering,
malware, ransomware and unauthorized access attempts that are increasing in frequency and
sophistication as AI capabilities evolve. Product or firmware vulnerabilities could expose
customer systems. Incidents could impair product functionality, IT systems, manufacturing,
supply chain and product development, and generate remediation, litigation,
indemnification and regulatory costs.
### Supply and manufacturing
- **Critical components and single sourcing.** Read/write heads, media substrates, ASICs,
preamplifiers, spindle motors, printed circuit boards, suspension assemblies, DRAM and NAND
flash are all sourced in whole or part from sole or limited suppliers, and the manufacturing
equipment is frequently custom-made from a few suppliers with long lead times.
- **Rare earth elements and China concentration.** Certain rare earth elements are critical to
manufacturing, and many are sourced from China, which accounts for a majority of global
supply and processing capacity. Chinese export restrictions or bans, or U.S. import
restrictions or bans, on rare earth minerals could materially and adversely impact supply
chain continuity and operating results.
- **Purchase commitments.** Seagate enters long-term, non-cancelable purchase commitments and
makes large up-front supplier investments. It has cancelled, reduced or modified commitments
and incurred fees; disputes with suppliers over commitments have resulted in settlements and
litigation.
- **Latent product defects.** Because products are complex and integrate into larger systems,
some defects only become detectable after deployment; lead times for certain components are
long, so a quality excursion can take significant time and resources to remediate.
### Financial performance and general economic conditions
- **Leverage and liquidity.** Seagate is leveraged and needs significant cash to service
indebtedness. Debt service reduces cash available for working capital, capital expenditure
and product development; debt covenants limit dividends, restricted payments, investments
and additional indebtedness. A covenant failure could accelerate indebtedness via
cross-defaults.
- **2028 Notes settlement mechanics.** If holders elect to exchange the 2028 Notes, Seagate
must settle the principal portion in cash, which could adversely affect liquidity; the
outstanding principal is classified as a current rather than long-term liability, reducing
net working capital.
- **Quarterly volatility.** Revenue and results fluctuate significantly period to period, so
management cautions that quarter-to-quarter and year-over-year comparisons may not be
meaningful or an accurate indicator of future performance.
- **Macroeconomic and geopolitical conditions.** Inflation and elevated interest rates have
negatively affected the business in recent quarters. Conflicts including Ukraine–Russia and
the Middle East (including the Iran conflict) have increased costs for energy, rare earth
minerals, materials, components and transportation. Manufacturing is concentrated in
relatively few sites, so a disruption at a single location could affect a disproportionate
share of capacity.
- **Counterparty default.** Exposure arises through cash and investment deposits, foreign
currency forwards, capped calls and other derivatives; capped-call counterparty exposure
rises with the price and volatility of Seagate's ordinary shares.
### Legal, regulatory and compliance
- **Export controls and the BIS settlement.** On April 18, 2023 Seagate entered a Settlement
Agreement with the U.S. Department of Commerce's Bureau of Industry and Security resolving
allegations about sales of hard disk drives to Huawei. Seagate agreed to complete three
audits of its compliance with Section 734.9 of the Export Administration Regulations and has
completed the first two. The agreement includes a **denial order that is suspended** and
will be waived five years after the order date provided Seagate makes full and timely
payments and completes the audits. Failure to comply could lose the suspension and prohibit
a range of export-related activities.
- **Trade policy and tariffs.** Current U.S. trade policy includes tariffs on certain non-U.S.
goods including information and communication technology products, which may materially
increase costs for imported goods, force price increases that reduce demand, or compress
margin if prices cannot be raised. Retaliatory measures abroad could raise export costs or
reduce non-U.S. demand.
- **Tax.** Several jurisdictions where Seagate operates have enacted legislation partially or
fully implementing the OECD's Pillar Two global corporate minimum tax, which **has increased
the level of income tax Seagate is subject to**.
- **Litigation and investigations.** Outcomes may differ materially from expectations and may
require substantial damages, fines or penalties.
### Intellectual property, human capital and the shares
- Patents may be held invalid or circumvented; enforcement requires litigation that may
produce countersuits; protection is harder in jurisdictions with less developed IP
enforcement. Third-party infringement claims can seek injunctions or substantial damages.
- Certain products depend on intellectual property and technology licensed from third parties,
including open source, and on third-party hosted infrastructure.
- Competition for skilled personnel is intense in China, Northern Ireland, Singapore, Thailand
and the United States. Because part of key personnel compensation is equity-linked, a
falling share price is a retention disadvantage — while sustained appreciation raises the
risk of unexpected attrition as vested awards become more valuable.
- The share price may be volatile, including on issuance of ordinary shares upon exchange of
the 2028 Notes for amounts in excess of principal. There is no obligation to continue
dividends or repurchases; the repurchase program was paused in the December 2022 quarter and
**resumed in the first quarter of fiscal year 2026**.
---
## Management's discussion and analysis — fiscal year 2026
*From the fiscal year 2026 Form 10-K, accession 0001137789-26-000159. Comparisons are
fiscal 2026 (53 weeks, ended July 3, 2026) against fiscal 2025 (52 weeks, ended June 27,
2025). The 10-K does not carry the fiscal 2025 vs. 2024 comparison, which remains in the
prior year's annual report.*
### Overview
Seagate shipped **789 exabytes** of HDD storage capacity in fiscal 2026 and generated
**revenue of approximately $12.2 billion, gross margin of 46% and net income of
$3.2 billion**. Operating cash flow was **$3.7 billion**. It paid **$634 million in
dividends** and repurchased **$176 million** of ordinary shares. It reduced outstanding debt
by **$1.4 billion**, through exchanges of the 2028 Notes for total consideration of
$1.3 billion in cash and approximately 12.6 million ordinary shares, together with repurchases
of Senior Notes.
Management's account of the year: demand for data storage solutions strengthened, led by data
centre end markets, with sustained demand for high-capacity nearline drives across global
cloud customers and increasing sales into enterprise edge deployments. Customers continue to
invest in data centre infrastructure for both traditional data-intensive workloads and growing
AI-related applications, which increases the volume of data generated, retained and reused.
Management notes the macroeconomic environment remains dynamic with heightened geopolitical
uncertainty and evolving trade policies, but believes structural changes to the business —
naming **its pricing strategy and supply discipline** — together with long-term customer
engagements give greater visibility into future demand.
### Results of operations
| (Dollars in millions) | FY2026 (ended Jul 3, 2026) | FY2025 (ended Jun 27, 2025) |
|---|---|---|
| Revenue | 12,195 | 9,097 |
| Cost of revenue | 6,637 | 5,897 |
| Gross profit | 5,558 | 3,200 |
| Product development | 755 | 724 |
| Marketing and administrative | 577 | 561 |
| Legal settlement | 105 | — |
| Restructuring and other, net | 27 | 25 |
| Income from operations | 4,094 | 1,890 |
| Other expense, net | (404) | (377) |
| Income before income taxes | 3,690 | 1,513 |
| Provision for income taxes | 506 | 44 |
| Net income | 3,184 | 1,469 |
As a percentage of revenue, gross margin was 46% versus 35%, operating margin 34% versus 21%
and net income 27% versus 16%. (The 10-K's percentage table rounds to whole points.)
**Revenue** rose approximately **34%, or $3.1 billion**, primarily on an increase in nearline
exabytes shipped reflecting higher demand for nearline products, and on favorable pricing
actions undertaken by the Company. Nearline exabytes shipped rose to **695 from 497**, while
non-nearline fell to 94 from 98, for a total of 789 versus 595.
**Gross margin** increased **11 percentage points**, driven by pricing actions and a product
mix shift to higher-capacity products.
**Operating expenses.** Product development rose $31 million, mainly a $22 million increase in
outside services, $7 million in compensation and benefits and $7 million in facilities,
partly offset by an $8 million decrease in material expenses. Marketing and administrative
rose $16 million, mainly $11 million of compensation and benefits and $5 million of
information technology. A **$105 million legal settlement charge** was recorded in fiscal 2026
in connection with a litigation matter (see below). Restructuring and other, net was
$27 million, primarily employee termination benefits, against $25 million in fiscal 2025.
**Other expense, net** of $404 million comprised $284 million of interest expense and
$151 million of net loss from debt transactions, partly offset by $30 million of interest
income. The prior year's $377 million comprised $321 million of interest expense and a
$53 million loss on investments.
**Taxes.** The provision was **$506 million** versus $44 million, an effective tax rate of
**13.73%** versus **2.91%**. The rate differs from Singapore's 17% statutory rate primarily
because of tax benefits on earnings in jurisdictions subject to tax incentive programs,
offset by the effects of Pillar Two global minimum tax, which major jurisdictions in which
Seagate operates implemented starting in fiscal 2026. Fiscal 2026 also includes a discrete
benefit from releasing certain valuation allowances in connection with the OBBBA in July 2025
and net excess tax benefits on share-based compensation.
### Liquidity and capital resources
Cash and cash equivalents were **$1,704 million** at July 3, 2026, up $813 million from $891
million a year earlier.
| (Dollars in millions) | FY2026 | FY2025 |
|---|---|---|
| Operating activities | 3,674 | 1,083 |
| Investing activities | (525) | (276) |
| Financing activities | (2,337) | (1,274) |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 812 | (467) |
**Operating.** The $3.7 billion inflow reflects net income adjusted for depreciation,
amortization and share-based compensation, with working capital movements of a $575 million
increase in accounts receivable (higher revenue) and a $131 million increase in inventory
(work-in-process), partly offset by a $528 million increase in accrued expenses, income taxes
and warranty (accrued income taxes and legal settlements) and a $66 million increase in
accounts payable (capital expenditures).
**Investing.** The $525 million outflow was primarily $569 million of payments for property,
equipment and leasehold improvements, partly offset by $31 million of proceeds from sales of
certain investments and $15 million of proceeds from a business divestiture. The prior year's
$276 million reflected $265 million of capital expenditure and $47 million net cash used in
the Intevac acquisition, offset by $10 million from equity investment sales and $25 million
of divestiture proceeds.
**Financing.** The $2.3 billion outflow comprised $1.4 billion of redemption and repurchase of
long-term debt, $634 million of dividends, $176 million of share repurchases, $119 million of
taxes on net share settlement of equity awards and $22 million of debt fees, partly offset by
$56 million of proceeds from shares issued under employee stock plans.
**Liquidity sources at July 3, 2026** were approximately $1.7 billion of cash and cash
equivalents, cash expected from operations, and $1.3 billion available under the senior
unsecured revolving credit facility, which runs through January 30, 2030 and had no borrowings
outstanding and no letters of credit drawn. The Credit Agreement carries one financial
covenant — a net leverage ratio of no more than 6.75 to 1.00, declining over time so that the
maximum permitted ratio for each fiscal quarter ending after July 2, 2027 is 4.25 to 1.00.
Seagate was in compliance with all covenants at year end.
**Commitments at July 3, 2026.** Unconditional purchase obligations of approximately
$2.1 billion, primarily inventory components, of which $1.6 billion is expected to be paid
within one year. Unconditional capital expenditure commitments of $465 million, primarily
equipment, of which approximately $375 million is expected within one year. Future minimum
rent under non-cancelable operating leases of $437 million, $66 million within one year.
Future principal payments on long-term debt of $3.6 billion, all maturing in more than one
year, with estimated future interest of approximately $1.3 billion, $243 million within one
year. Accrued legal settlements of $225 million, $150 million within one year and $75 million
thereafter. A $43 million liability for unrecognized tax benefits, none expected to settle
within one year.
**Capital expenditure guidance.** For fiscal year 2027, supporting the volume ramp of hard
drives using HAMR technology, Seagate expects capital expenditures to be higher than in
fiscal 2026 and still within its target range of **4–6% of revenue**.
**Capital returns.** During fiscal 2026 Seagate repurchased approximately 1 million ordinary
shares, including approximately 0.4 million withheld for statutory tax withholding on vesting
equity awards. As of July 3, 2026, **$4.8 billion remained available** under the repurchase
authorization, which the Board increased to $5.0 billion on May 21, 2025. All repurchases are
effected as redemptions under the Constitution.
### Debt
At September 13, 2023 Seagate HDD Cayman issued $1.5 billion of 3.50% Exchangeable Senior
Notes due 2028 ("2028 Notes"), maturing June 1, 2028, with associated capped call
transactions at a current cap price of $107.746 per share that cost $95 million. During fiscal
2026 Seagate materially dismantled this instrument through privately negotiated exchanges:
- **November 12, 2025** — $500 million principal exchanged for $500 million cash and
approximately 4.3 million shares.
- **February 19, 2026** — $600 million principal exchanged for $600 million cash and
approximately 6 million shares.
- **May 27, 2026** — $186 million principal exchanged for $186 million cash and approximately
2 million shares.
These were accounted for as induced conversions under ASU 2024-04, producing a **non-cash
induced conversion expense of $131 million** within net loss from debt transactions in fiscal
2026. Separately, holders of $28 million principal exercised exchange rights in May 2026
under the original indenture terms (settled in cash plus approximately 0.3 million shares,
with no gain or loss recognized), and holders of approximately $35 million exercised in
June 2026 with settlement expected in August 2026. The exchange rate at July 3, 2026 was
12.1368 ordinary shares per $1,000 principal, equivalent to an exchange price of $82.39 per
share. The effective interest rate on the 2028 Notes was 3.94%, with contractual interest
expense of $34 million in fiscal 2026 versus $52 million in fiscal 2025.
**Obligor exchange.** A distinct transaction at the very start of fiscal 2026 — unconnected
to the 2028 Notes above — changed the issuer of Seagate's straight senior notes and created
the paired "Old" and "New" series that appear in the repurchase and redemption figures
below. On June 27, 2025 the Company completed offers to exchange any and all outstanding
notes of eight series issued by Seagate HDD Cayman (the "Old Notes") for new notes issued by
Seagate Data Storage Technology Pte. Ltd. ("SDST") (the "New Notes"), together with related
consent solicitations. Settlement was on **June 30, 2025**, inside fiscal 2026, which began
June 28, 2025. Approximately **$2.81 billion** of aggregate principal was tendered and
accepted across the eight series — the 4.091% due 2029, 3.125% due 2029, 8.25% due 2029,
4.125% due 2031, 3.375% due 2031, 8.50% due 2031, 9.625% due 2032 and 5.75% due 2034 — and
SDST issued New Notes in the identical principal amount of each series. Other than SDST's
identity as issuer and obligor, the terms of the New Notes are identical to the Old Notes as
to interest rate, interest payment dates, optional redemption prices and maturity, with
substantially the same covenants; they are guaranteed by Seagate Technology Holdings plc,
Seagate Technology Unlimited Company and Seagate HDD Cayman. Supplemental indentures to the
Old Notes' indentures became operative on the settlement date and eliminated all restrictive
covenants and certain of the default provisions, and released the guarantors from their
obligations on the Old Notes. Untendered balances of the Old series remain outstanding,
which is why several maturities appear as both an Old and a New series. The exchange was
accounted for as a debt modification, with no gain or loss recorded and immaterial
third-party fees; principal was swapped one-for-one, so it substituted the obligor without
changing the amount of debt outstanding.
Separately during fiscal 2026, Seagate repurchased for cash at a discount to principal
$89 million of New June 2029 Notes, $2 million of New July 2029 Notes, $36 million of New
January 2031 Notes and $1 million of Old January 2031 Notes, recording an immaterial net gain.
### Legal and environmental contingencies
- **In re Seagate Technology Holdings plc Securities Litigation.** Two securities class
actions filed in July 2023 in the Northern District of California against the Company,
Dr. Mosley and Mr. Romano were consolidated in September 2023, asserting Section 10(b),
Section 20(a) and Rule 10b-5 claims over a class period from September 14, 2020 to
April 19, 2023. On **April 3, 2026 the parties agreed to a settlement in principle for a
total of $175 million, approximately $70 million of which will be paid by the Company's
insurers**; Seagate recorded the **$105 million** legal settlement charge. The court granted
preliminary approval on July 7, 2026, and a final approval hearing is set for
**November 17, 2026**.
- **Lambeth Magnetic Structures LLC v. Seagate.** Patent infringement complaint filed
April 29, 2016 in the Western District of Pennsylvania. The district court entered judgment
for Seagate on April 19, 2022, but on **September 17, 2025 the Federal Circuit vacated that
judgment and remanded for a new trial** on infringement and enablement. Seagate believes the
claims are without merit.
- **Seagate v. Headway Technologies et al.** Seagate's own antitrust and breach-of-contract
action, filed February 18, 2020 against suppliers of HDD suspension assemblies including NHK
Spring, TDK and Hutchinson Technology. Claims against TDK and HTI were dismissed with
prejudice after settlement in 2022. A November 2023 ruling had denied the majority of
Seagate's antitrust claims, but on **January 8, 2026 the Ninth Circuit reversed and remanded,
allowing the antitrust claims to proceed**; NHK's rehearing petition was denied and NHK has
petitioned the U.S. Supreme Court for certiorari.
- **Godo Kaisha IP Bridge 1 v. Seagate.** Patent action filed March 15, 2024, transferred to
the District of Minnesota on September 4, 2024, with eight patents-in-suit. Seagate believes
the claims are without merit.
- **BIS settlement.** Under the April 18, 2023 Settlement Agreement, Seagate agreed to pay
**$300 million to BIS in quarterly installments of $15 million over five years beginning
October 31, 2023**. Of the $300 million charge accrued in fiscal 2023, $45 million sat in
Accrued expenses and $75 million in Other non-current liabilities at July 3, 2026. **$75
million was paid during fiscal 2026** and reported as an operating outflow.
- **Environmental.** Seagate has been identified as a responsible or potentially responsible
party at several sites, has fulfilled its responsibilities at some, and does not expect
costs in connection with these sites to be material.
### Acquisition and divestiture history
- **Intevac, Inc.** — acquired March 31, 2025, a supplier of thin-film processing systems,
for **total consideration of $119 million**, primarily cash for all outstanding common stock
plus a special dividend. Seagate recorded approximately $97 million of net tangible assets
(mainly cash and investments), $19 million of intangibles amortized straight-line over three
years, and $2 million of goodwill, none deductible for tax.
- **Sale of SoC operations** — under an April 23, 2024 asset purchase agreement with Avago
Technologies International Sales Pte. Limited, a Broadcom Inc. subsidiary, Seagate sold IP,
equipment and other assets related to its system-on-chip products and restructured certain
pre-existing purchasing agreements. **Total consideration was $600 million, including
$560 million of cash at close**; of the remaining $40 million tied to standard
indemnification clauses, $25 million was received in fiscal 2025 and the final **$15 million
was received in fiscal 2026**. A $234 million portion of consideration attributed to the
restructured purchase agreements was deferred and is recognized ratably. The fiscal 2024
pre-tax net gain was $313 million.
No acquisition or divestiture was entered into or completed during fiscal year 2026.
### Auditor
Ernst & Young LLP, San Jose, California, issued an unqualified opinion on both the fiscal 2026
consolidated financial statements and internal control over financial reporting, dated
August 4, 2026. It has served as Seagate's auditor since 1980. The single **critical audit
matter** was revenue recognition for sales incentive program rebates and discounts — auditing
management's estimates of final selling prices required testing subjective assumptions about
the extent of price adjustments and the timing of distributor sales to end customers.
---
## Interim detail: the March 2026 quarter
*From the Form 10-Q for the quarter ended April 3, 2026, accession 0001137789-26-000088. This
is the third quarter of fiscal year 2026 — a period inside the year the annual report covers.
The full-year figures above supersede it on an annual basis; this section carries the interim
detail the 10-K does not report.*
Seagate shipped **199.4 exabytes** in the March 2026 quarter, generating revenue of
approximately **$3.1 billion**, gross margin of **46.5%** and net income of **$748 million**.
Operating cash flow was $1.1 billion. It retired $641 million principal amount of long-term
debt, spent $161 million on property, equipment and leasehold improvements and paid
$161 million in dividends.
| (Dollars in millions) | Q3 FY26 (Apr 3, 2026) | Q2 FY26 (Jan 2, 2026) | Q3 FY25 (Mar 28, 2025) |
|---|---|---|---|
| Revenue | 3,112 | 2,825 | 2,160 |
| Gross profit | 1,447 | 1,176 | 760 |
| Gross margin | 47% | 42% | 35% |
| Income from operations | 998 | 843 | 431 |
| Net income | 748 | 593 | 340 |
Revenue rose $287 million sequentially, on favorable pricing actions and higher exabytes
shipped reflecting nearline demand, and $952 million year over year. Gross margin rose 5
percentage points sequentially on pricing actions, and 12 points year over year on pricing,
favorable volume and product mix, and the non-recurrence of $10 million of restructuring costs
tied to an inventory write-down. Sales incentive programs were approximately 10% of gross
revenue, against 11% in the December 2025 quarter and 14% a year earlier — a fall that traces
the same pricing story. Warranty cost on new shipments was 1.0% of revenue, versus 0.9% and
0.7%.
Nearline exabytes were 175.4 in the quarter against 165.0 sequentially and 119.6 a year
earlier; non-nearline was 24.0, 25.0 and 24.0. Data Center was 80% of quarterly revenue
against 75% a year earlier.
The **$105 million legal settlement charge** and **$7 million of restructuring charges** both
fall in this quarter. Other expense, net of $134 million comprised a $69 million net loss from
debt transactions and $68 million of interest expense, offset by $6 million of interest income
— the debt-exchange cost showing through in the quarter it was incurred.
At April 3, 2026, cash and cash equivalents were approximately $1.1 billion, $1.3 billion
remained available under the revolving facility, accrued legal settlements were $240 million,
and future principal payments on long-term debt were $3.9 billion. Because the conditional
conversion option of the 2028 Notes was triggered as of the calendar quarter ended March 31,
2026, the notes were exchangeable through June 30, 2026 and were classified within current
liabilities at April 3, 2026.
Management's description of conditions was consistent with the full-year account: a strong
demand environment particularly in data centre end markets, sustained nearline growth across
global cloud customers, increasing enterprise edge deployments, and AI adoption driving data
generation and storage needs for inferencing, training and maintaining AI model integrity,
set against a dynamic macroeconomic environment with geopolitical uncertainty and evolving
trade policies.
**Presentation change.** Beginning in fiscal year 2026 Seagate changed its presentation of
principal data storage markets to Data Center and Edge IoT, reflecting current demand drivers
and the growing impact of AI-driven applications. Revenue and HDD exabytes shipped by end
market were restated retrospectively to the earliest period presented; there was no impact on
previously reported consolidated net revenue.
---
## Subsequent events
*Post-period-end developments. The dividend below is the 10-K's own subsequent event note
(Note 17); the remainder are drawn from the 10-K's debt note and from Current Reports on
Form 8-K filed after the annual report.*
**Dividend declared.** On **July 28, 2026** the Board declared a quarterly cash dividend of
**$0.74 per share**, payable **October 7, 2026** to shareholders of record at the close of
business on **September 24, 2026**.
**$1 billion of notes redeemed.** On **July 15, 2026** the entire outstanding principal amounts
of the Old December 2029 Notes, the New December 2029 Notes, the Old 8.50% July 2031 Notes and
the New 8.50% July 2031 Notes — **totalling $1 billion** — were redeemed. Seagate expects to
record a **net loss of approximately $45 million in the first quarter of fiscal year 2027**.
**2028 Notes fully retired.** Following the Notice of Full Provisional Redemption issued
June 11, 2026 covering all remaining 2028 Notes, the redemption settled on **September 8,
2026**. Notes submitted for exchange before 5:00 p.m. New York time on September 3, 2026 were
exchanged on that date, with principal paid in cash and the excess settled in ordinary shares.
Seagate HDD **paid approximately $150.97 million in cash** (including cash in lieu of
fractional shares) and **delivered 1,647,862 ordinary shares**, settling exchanges of
**$150.51 million** aggregate principal amount; the shares were issued in reliance on the
Section 3(a)(9) exemption. The redemption notice had covered approximately $150.7 million of
principal. This retires the 3.50% Exchangeable Senior Notes due 2028 in full.
**Fiscal fourth quarter and full-year results furnished.** On **July 28, 2026** Seagate
furnished a press release reporting results for the fiscal fourth quarter and fiscal year
ended July 3, 2026 (Exhibit 99.1 to the 8-K of that date). Fiscal Q4 2026 revenue was
**$3,629 million** against $2,444 million a year earlier, with GAAP gross margin of **52.3%**
(non-GAAP 52.7%), GAAP operating margin of 43.0%, GAAP net income of **$1,294 million** and
GAAP diluted EPS of **$5.58** (non-GAAP $5.71). Quarterly cash flow from operations was
$1.3 billion and free cash flow $1.1 billion; Seagate retired $302 million of debt and
returned $283 million to shareholders. On a full-year basis the release states GAAP gross
margin of **45.6%** and GAAP diluted EPS of **$13.90**, with non-GAAP figures of 46.1% and
$15.58 and non-GAAP net income of $3,538 million; revenue of $12,195 million and GAAP net
income of $3,184 million match the 10-K. Free cash flow for the year was $3.1 billion and
total debt at year end $3.6 billion.
**Guidance for fiscal first quarter 2027**, from the same release: **revenue of $4.1 billion,
plus or minus $100 million**, and **non-GAAP diluted EPS of $7.30, plus or minus $0.20**. The
guidance includes the estimated net dilutive impact of the Exchangeable Senior Notes due 2028
and assumes minimal impact from global tariff policies and the then-current Middle East
conflict; it excludes estimated share-based compensation of $0.26 per share. Chief executive
Dave Mosley attributed the quarter to robust cloud data centre demand and disciplined
execution and said the Company sees the momentum continuing in 2027.
**Board composition.** On **September 2, 2026** Mr. Shankar Arumugavelu notified the Board
that he has decided not to stand for re-election at the 2026 Annual General Meeting. He will
continue to serve until the conclusion of that meeting. The decision was not due to any
disagreement with the Company on any matter relating to its operations, policies or practices.
The Annual General Meeting is to be held **October 24, 2026**.
**Securities litigation settlement approval.** The court granted preliminary approval of the
$175 million securities class action settlement on **July 7, 2026**; the final approval
hearing is scheduled for **November 17, 2026**.