(a)The following documents are filed as part of this Report:
1. Financial Statements. The following Consolidated Financial Statements of Seagate Technology Holdings plc and Report of Independent Registered Public Accounting Firm are included in Item 8:
2. Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is included in the Financial Statements or in the notes thereto.
(b)Exhibits. The following exhibits, as required by Item 601 of Regulation S-K are attached or incorporated by reference as stated below.
EXHIBIT INDEX
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |
| 2.1 | | | | | | Scheme of Arrangement among Seagate Technology plc and the Scheme Shareholders | | | | | | DEF M14A | | | | | | 001-31560 | | | | | | Annex A | | | | | | 3/3/2021 | | | | | | | | |
| 3.1 | | | | | | Certificate of Incorporation of Seagate Technology Holdings plc | | | | | | 10-K | | | | | | 001-31560 | | | | | | 3.1 | | | | | | 8/6/2021 | | | | | | | | |
| 3.2 | | | | | | Constitution of Seagate Technology Holdings public limited company as of May 18, 2021 (as amended by special resolution dated May 14, 2021) | | | | | | S-8 | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 10/20/2021 | | | | | | | | |
| 4.1 | | | | | | Description of Securities | | | | | | 10-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 8/6/2021 | | | | | | | | |
| 4.2 | | | | | | Specimen Ordinary Share Certificate | | | | | | 10-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 8/6/2021 | | | | | | | | |
| 4.3 | | | | | | Indenture for the 2023 Notes dated as of May 22, 2013, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/22/2013 | | | | | | | | |
| 4.3(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2023 Notes dated May 22, 2013, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman, and U.S. Bank National Association, as trustee | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 5/19/2021 | | | | | | | | |
| 4.4 | | | | | | Form of 4.75% Senior Note due 2023 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/22/2013 | | | | | | | | |
| 4.5 | | | | | | Registration Rights Agreement dated as of May 22, 2013, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/22/2013 | | | | | | | | |
| 4.6 | | | | | | Indenture for the 2025 Notes dated as of May 28, 2014, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and U.S. Bank National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/28/2014 | | | | | | | | |
| 4.6(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2025 Notes dated May 28, 2014, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and U.S. Bank National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 5/19/2021 | | | | | | | | |
| 4.7 | | | | | | Form of 4.75% Senior Note due 2025 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/28/2014 | | | | | | | | |
| 4.8 | | | | | | Registration Rights Agreement dated as of May 28, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/28/2014 | | | | | | | | |
| 4.9 | | | | | | Indenture for the 2034 Notes dated as of December 2, 2014, among Seagate HDD Cayman, as issuer, Seagate Technology plc, as guarantor and U.S. Bank National Association, as trustee. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/2/2014 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |
| 4.9(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2034 Notes dated December 2, 2014, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and U.S. Bank National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 5/19/2021 | | | | | | | | |
| 4.10 | | | | | | Form of 5.75% Senior Note due 2034 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/2/2014 | | | | | | | | |
| 4.11 | | | | | | Registration Rights Agreement dated as of December 2, 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 12/2/2014 | | | | | | | | |
| 4.12 | | | | | | Indenture for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 2/3/2017 | | | | | | | | |
| 4.12(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2022 Notes dated February 3, 2017, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.7 | | | | | | 5/19/2021 | | | | | | | | |
| 4.13 | | | | | | Form of 4.250% Senior Note due 2022 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 2/3/2017 | | | | | | | | |
| 4.14 | | | | | | Registration Rights Agreement for the 2022 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.5 | | | | | | 2/3/2017 | | | | | | | | |
| 4.15 | | | | | | Indenture for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 2/3/2017 | | | | | | | | |
| 4.15(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2024 Notes dated February 3, 2017, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.6 | | | | | | 5/19/2021 | | | | | | | | |
| 4.16 | | | | | | Form of 4.875% Senior Note due 2024 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 2/3/2017 | | | | | | | | |
| 4.17 | | | | | | Registration Rights Agreement for the 2024 Notes, dated as of February 3, 2017, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | 2/3/2017 | | | | | | | | |
| 4.18 | | | | | | Indenture for the 2027 Notes dated as of May 14, 2015, among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor, and Wells Fargo Bank, National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/14/2015 | | | | | | | | |
| 4.18(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the 2027 Notes dated May 14, 2015, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.8 | | | | | | 5/19/2021 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |
| 4.19 | | | | | | Form of 4.875% Senior Note due 2027 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/14/2015 | | | | | | | | |
| 4.20 | | | | | | Registration Rights Agreement dated as of May 14, 2015 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/14/2015 | | | | | | | | |
| 4.21 | | | | | | Indenture for the January 2031 Notes dated as of June 10, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 6/11/2020 | | | | | | | | |
| 4.21(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the January 2031 Notes dated June 10, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.9 | | | | | | 5/19/2021 | | | | | | | | |
| 4.22 | | | | | | Form of 4.125% Senior Note due January 2031 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 6/11/2020 | | | | | | | | |
| 4.23 | | | | | | Registration Rights Agreement for January 2031 Notes dated as of June 10, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 6/11/2020 | | | | | | | | |
| 4.24 | | | | | | Indenture for the June 2029 Notes dated as of June 18, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 6/18/2020 | | | | | | | | |
| 4.24(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the June 2029 Notes dated June 18, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.10 | | | | | | 5/19/2021 | | | | | | | | |
| 4.25 | | | | | | Form of 4.091% Senior Note due 2029 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 6/18/2020 | | | | | | | | |
| 4.26 | | | | | | Registration Rights Agreement for June 2029 Notes dated as of June 18, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC and BofA Securities Inc. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 6/18/2020 | | | | | | | | |
| 4.27 | | | | | | Indenture for the July 2029 Notes dated as of December 8, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/9/2020 | | | | | | | | |
| 4.27(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the July 2029 Notes dated December 8, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.12 | | | | | | 5/19/2021 | | | | | | | | |
| 4.28 | | | | | | Form of 3.125% Senior Note due July 2029 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 12/9/2020 | | | | | | | | |
| 4.29 | | | | | | Registration Rights Agreement for the July 2029 Notes dated as of December 8, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 12/9/2020 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |
| 4.30 | | | | | | Indenture for the July 2031 Notes dated as of December 8, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | 12/9/2020 | | | | | | | | |
| 4.30(a) | | | | | | Supplemental Indenture, dated as of May 18, 2021, to Indenture for the July 2031 Notes dated December 8, 2020, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and Wells Fargo Bank, National Association | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.11 | | | | | | 5/19/2021 | | | | | | | | |
| 4.31 | | | | | | Form of 3.375% Senior Note due 2031 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | 12/9/2020 | | | | | | | | |
| 4.32 | | | | | | Registration Rights Agreement for the July 2031 Notes dated as of December 8, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. LLC | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | 12/9/2020 | | | | | | | | |
| 4.33 | | | | | | Indenture for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, as Issuer, Seagate Technology Unlimited Company and Seagate Technology Holdings plc, as Guarantors, and Computershare Trust Company, National Association, as Trustee | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 11/30/2022 | | | | | | | | |
| 4.34 | | | | | | Form of 9.625% Senior Note due 2032 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 11/30/2022 | | | | | | | | |
| 4.35 | | | | | | Registration Rights Agreement for the New Notes, dated as of November 30, 2022, among Seagate HDD Cayman, Seagate Technology Unlimited Company, Seagate Technology Holdings plc, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 11/30/2022 | | | | | | | | |
| 4.36 | | | | | | Indenture for the 2029 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, as Issuer, Seagate Technology Holdings plc and Seagate Technology Unlimited Company, as Guarantors, and Computershare Trust Company, National Association, as Trustee. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/30/2023 | | | | | | | | |
| 4.37 | | | | | | Form of 8.25% Senior Note due 2029 (included in Exhibit 4.1). | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 5/30/2023 | | | | | | | | |
| 4.38 | | | | | | Registration Rights Agreement for the 2029 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Morgan Stanley & Co. LLC | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 5/30/2023 | | | | | | | | |
| 4.39 | | | | | | Indenture for the 2031 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, as Issuer, Seagate Technology Holdings plc and Seagate Technology Unlimited Company, as Guarantors, and Computershare Trust Company, National Association, as Trustee. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | 5/30/2023 | | | | | | | | |
| 4.40 | | | | | | Form of 8.50% Senior Note due 2031 (included in Exhibit 4.4). | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.5 | | | | | | 5/30/2023 | | | | | | | | |
| 4.41 | | | | | | Registration Rights Agreement for the 2031 Notes, dated as of May 30, 2023, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Morgan Stanley & Co. LLC. | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | 5/30/2023 | | | | | | | | |
| 10.1+ | | | | | | Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan as amended and restated on October 19, 2016. | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/27/2017 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |
| 10.10(a)+ | | | | | | First Amendment to the Seagate Deferred Compensation Sub-Plan | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 2/4/2019 | | | | | | | | |
| 10.10(b)+ | | | | | | Second Amendment to the Seagate Deferred Compensation Sub-Plan | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.19(b)+ | | | | | | 8/7/2020 | | | | | | | | |
| 10.11+ | | | | | | Seagate Technology plc Amended and Restated Executive Officer Performance Bonus Plan | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 11/4/2013 | | | | | | | | |
| 10.12+ | | | | | | Summary description of Seagate Technology plc’s Compensation Policy for Non-Management Members of the Board of Directors with an Effective date of October 22, 2020 | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.13 | | | | | | 8/6/2021 | | | | | | | | |
| 10.13 | | | | | | Form of Revised Indemnification Agreement between Seagate Technology and the director or officer named therein | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4(b) | | | | | | 5/6/2009 | | | | | | | | |
| 10.14 | | | | | | Deed Poll of Assumption by Seagate Technology plc, dated July 2, 2010 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 7/6/2010 | | | | | | | | |
| 10.15 | | | | | | September 26, 2017 Equity Commitment Letter entered into by Seagate Technology plc and a consortium of investors led by Bain Capital Private Equity for the acquisition of Toshiba Memory Corporation | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 10/27/2017 | | | | | | | | |
| 10.16+ | | | | | | Offer Letter, dated December 3, 2018 by and between Seagate U.S. LLC and Gianluca Romano | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 2/4/2019 | | | | | | | | |
| 10.17+ | | | | | | Retention Letter, dated February 3, 2022 by and between Seagate and Gianluca Romano | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 4/28/2022 | | | | | | | | |
| 10.18 | | | | | | Credit Agreement, dated as of February 20, 2019, by and among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the Lenders party thereto, The Bank of Nova Scotia, as Administrative Agent, Bank of America, N.A., BNP Paribas Securities Corp. and Morgan Stanley Senior Funding, Inc., as Syndication Agents, and MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 4/30/2019 | | | | | | | | |
| 10.19 | | | | | | U.S. Guarantee Agreement, dated as of February 20, 2019, among Seagate Technology public limited company and the subsidiaries party thereto, as Guarantors, and The Bank of Nova Scotia, as Administrative Agent | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 4/30/2019 | | | | | | | | |
| 10.19(a) | | | | | | First Amendment, dated as of January 13, 2021 to the U.S. Guarantee Agreement dated as of February 20, 2019 | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 1/28/2021 | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |
| 10.20 | | | | | | Indemnity, Subrogation and Contribution Agreement, dated as of February 20, 2019, among Seagate Technology public limited company, Seagate HDD Cayman, as the Borrower, the subsidiaries party thereto, as Guarantors, party thereto, and The Bank of Nova Scotia, as Administrative Agent | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 4/30/2019 | | | | | | | | |
| 10.21 | | | | | | First Amendment, dated as of May 28, 2019, to the Credit Agreement dated as of February 20, 2019 | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 11/1/2019 | | | | | | | | |
| 10.21(a) | | | | | | Second Amendment and Joinder Agreement, dated as of September 16, 2019, to the Credit Agreement dated as of February 20, 2019 | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 11/1/2019 | | | | | | | | |
| 10.21(b) | | | | | | Third Amendment, dated as of January 13, 2021, to the Credit Agreement dated as of February 20, 2019 | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 1/28/2021 | | | | | | | | |
| 10.21(c) | | | | | | Fourth Amendment, dated as of May 18, 2021, to the Credit Agreement as of February 19, 2019 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 5/19/2021 | | | | | | | | |
| 10.21(d) | | | | | | Fifth Amendment, dated as of October 14, 2021 to the Credit Agreement as of February 20, 2019 | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.6 | | | | | | 10/28/2021 | | | | | | | | |
| 10.22 | | | | | | Joinder and Assumption Agreement, dated as of May 18, 2021, by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman, the guarantors party thereto, and The Bank of Nova Scotia, as administrative agent for the lenders | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 5/19/2021 | | | | | | | | |
| 10.23+ | | | | | | Revised Form of Executive Performance Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.35 | | | | | | 8/7/2020 | | | | | | | | |
| 10.24+ | | | | | | Revised Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.36 | | | | | | 8/7/2020 | | | | | | | | |
| 10.25+ | | | | | | Revised Form of Employee Stock Option Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after January 2020) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.37 | | | | | | 8/7/2020 | | | | | | | | |
| 10.26+ | | | | | | Revised Form of Outside Directors Restricted Share Unit agreement for Seagate Technology plc pursuant to pursuant to the 2012 Equity Incentive Plan (for awards granted after August 2020) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.38 | | | | | | 8/7/2020 | | | | | | | | |
| 10.27+ | | | | | | Revised Form of Employee Restricted Share Unit Agreement for Seagate Technology public limited company pursuant to the 2012 Equity Incentive Plan (for awards granted after April 2021) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 4/29/2021 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |
| 10.40+ | | | | | | Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement (Outside Directors) | | | | | | S-8 | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 10/20/2021 | | | | | | | | |
| 10.41+ | | | | | | Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Option Agreement | | | | | | S-8 | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 10/20/2021 | | | | | | | | |
| 10.42+ | | | | | | Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Executive Performance Share Unit Agreement | | | | | | S-8 | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/20/2021 | | | | | | | | |
| 10.43+ | | | | | | Amended Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.45 | | | | | | 08/05/2022 | | | | | | | | |
| 10.44+ | | | | | | Revised form of Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Option Agreement | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 10/27/2022 | | | | | | | | |
| 10.45+ | | | | | | Revised form of Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Restricted Share Unit Agreement | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 10/27/2022 | | | | | | | | |
| 10.46+ | | | | | | Revised form of Seagate Technology Holdings public limited company 2022 Equity Incentive Plan Executive Performance Share Unit Agreement | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 10/27/2022 | | | | | | | | |
| 10.47 | | | | | | Sixth Amendment, dated as of August 18, 2022 to the Credit Agreement as of February 20, 2019 | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/27/2022 | | | | | | | | |
| 10.48 | | | | | | Seventh Amendment, dated as of November 8, 2022 to the Credit Agreement as of February 2019 | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 01/25/2023 | | | | | | | | |
| 10.49 | | | | | | Settlement Agreement, dated as of April 18, 2023 | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 04/26/2023 | | | | | | | | |
| 10.50 | | | | | | Purchase Agreement, dated as of May 24, 2023, by and among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 05/25/2023 | | | | | | | | |
| 10.51 | | | | | | Eighth Amendment, dated as of May 22, 2023 to the Credit Agreement as of February 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.52 | | | | | | Ninth Amendment, dated as of June 26, 2023 to the Credit Agreement as of February 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 21.1 | | | | | | List of Subsidiaries | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 23.1 | | | | | | Consent of Independent Registered Public Accounting Firm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
+ Management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Seagate Technology Holdings plc under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | | | | | | SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY | | |
| | | | | | | | | /s/ DR. WILLIAM D. MOSLEY | | |
| Date: | | | August 4, 2023 | | | | | | (Dr. William D. Mosley, Chief Executive Officer and Director) | | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. William D. Mosley, Gianluca Romano, and Katherine E. Schuelke, and each of them, as his/her true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents and each of them may deem necessary or desirable to enable the registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the "Annual Report"), including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the name of the undersigned, individually and in his/her capacity as a director or officer of the registrant, to the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | | Title | | | Date | | |
| /s/ DR. WILLIAM D. MOSLEY | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August 4, 2023 | | |
| (Dr. William D. Mosley) | | | | | | | | |
| /s/ GIANLUCA ROMANO | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | August 4, 2023 | | |
| (Gianluca Romano) | | | | | | | | |
| /s/ MICHAEL R. CANNON | | | Chairperson of the Board | | | August 4, 2023 | | |
| (Michael R. Cannon) | | | | | | | | |
| /s/ SHANKAR ARUMUGAVELU | | | Director | | | August 4, 2023 | | |
| (Shankar Arumugavelu) | | | | | | | | |
| /s/ PRAT BHATT | | | Director | | | August 4, 2023 | | |
| (Prat Bhatt) | | | | | | | | |
| /s/ ROBERT A. BRUGGEWORTH | | | Director | | | August 4, 2023 | | |
| (Robert A. Bruggeworth) | | | | | | | | |
| /s/ JUDY BRUNER | | | Director | | | August 4, 2023 | | |
| (Judy Bruner) | | | | | | | | |
| /s/ RICHARD L. CLEMMER | | | Director | | | August 4, 2023 | | |
| (Richard L. Clemmer) | | | | | | | | |
| /s/ YOLANDA L. CONYERS | | | Director | | | August 4, 2023 | | |
| (Yolanda L. Conyers) | | | | | | | | |
| /s/ JAY L. GELDMACHER | | | Director | | | August 4, 2023 | | |
| (Jay L. Geldmacher) | | | | | | | | |
| /s/ DYLAN HAGGART | | | Director | | | August 4, 2023 | | |
| (Dylan Haggart) | | | | | | | | |
| /s/ STEPHANIE TILENIUS | | | Director | | | August 4, 2023 | | |
| (Stephanie Tilenius) | | | | | | | | |
| /s/ EDWARD J. ZANDER | | | Director | | | August 4, 2023 | | |
| (Edward J. Zander) | | | | | | | | |