Seagate Technology Holdings (STX) 10-K risk factor changes: FY2027 vs FY2024

- We have [removed: been] [added: been, and may in the future be,] adversely affected by reduced, delayed, loss of or canceled purchases by one or more of our key customers, including large hyperscale data center companies and CSPs.

- Changes in demand for computer systems, data storage subsystems and consumer electronic devices has previously [added: caused,] and may in the future [removed: cause] [added: cause,] a decline in demand for our products.

- If we do not [added: adequately] control our [removed: costs,] [added: costs or if any cost reduction activities that] we [added: undertake do not deliver the results we expect, we] will not be able to compete effectively and our financial condition may be adversely impacted.

- Shortages or delays in the receipt of, or cost increases in, critical components, equipment or raw materials necessary to manufacture our products, as well as reliance on single-source suppliers, [added: has in the past and] may [added: in the future] affect our production and development of products and [removed: may] harm our operating results.

[removed: - Any] [added: If we do not adequately control our costs or if any] cost reduction initiatives that we undertake [removed: may] [added: do] not deliver the results we [removed: expected] [added: expect, we will not be able to compete effectively] and [removed: these actions] [added: our financial condition] may [added: be] adversely [removed: affect our business.][added: impacted.]

- The effect of geopolitical uncertainties, [added: political unrest,] war, terrorism, natural disasters, public health issues and other circumstances, on national and/or international commerce and on the global economy, could materially and adversely affect our results of operations and financial condition.

- We could suffer a loss of revenue and increased costs, exposure to significant liability including legal and regulatory consequences, reputational harm and other serious negative consequences in the event of cyber-attacks, ransomware or other cyber security breaches or incidents that disrupt our [removed: operations or] [added: operations, cause widespread outages, and/or] result in unauthorized access to, or the loss, corruption, unavailability or dissemination of proprietary or confidential information of our customers or about us or other third parties.

- We must [removed: successfully implement] [added: maintain and upgrade] our [removed: new] global enterprise resource planning system and [removed: maintain and upgrade our] [added: other] information technology (“IT”) systems, and our failure to do so could have a material and adverse effect on our business, financial condition and results of operations.

Our market share, revenue and results of operations [added: have been, and] in the future may be adversely affected [removed: if we fail] [added: by our failure] to:

If our transitions to more advanced technologies, including the transition to HDDs utilizing HAMR technology, require [removed: development and] [added: development, qualification or] production cycles that are longer than anticipated or if we otherwise fail to implement new HDD technologies successfully, we may lose sales and market share, which could significantly harm our financial results and reputation.

When this occurs, our products may be considered commodities, which [added: has historically, and] could [added: in the future,] result in downward pressure on prices.

In addition, current and potential competitors have established [removed: or might] [added: and may in the future] establish cooperative relationships among themselves or with third parties, including some of our partners or suppliers, that result in declines in revenue or willingness to purchase [added: from] or sell to us, as applicable, on favorable terms.

We have [removed: been] [added: been, and may in the future be,] adversely affected by reduced, delayed, loss of or canceled purchases by, one or more of our key customers, including large hyperscale data center companies and CSPs.

While we have long-standing relationships with many of our customers, if any key customers were to significantly reduce, defer or cancel their purchases or delay product acceptances, or we were prohibited from selling to those key customers for any reason, such as export [removed: regulations,] [added: regulations or other factors beyond] our [added: control, our] revenues and results of operations may be materially and adversely affected, particularly if we are unable to collect any applicable cancellation charges.

[removed: Certain] [added: Many] of our distributors and retailers [removed: may] also market competing products.

Our results of operations are highly dependent on [removed: strong] cloud, enterprise and consumer spending and the resulting demand for our products.

If [removed: actual] [added: we fail to forecast] demand [added: accurately or if there is a partial or complete reduction in long term demand] for our [removed: products is lower than the forecast,] [added: products,] we may also experience excess and obsolescence of inventory, higher inventory carrying costs, factory underutilization charges and manufacturing rework costs, which have resulted in and could in the future result in material and adverse effects on our financial condition and results of operations.

For example, due to customer inventory adjustments, we have [removed: experienced] [added: in the past experienced, and may in the future experience,] a slowdown in demand for our products, particularly in the mass capacity markets.

- the impact of changes in [added: trade policy, including tariffs, and/or] foreign currency exchange rates on the cost of producing our products and the effective price of our products to [removed: non-U.S.] [added: our] customers.

Changes in demand for computer systems, data storage subsystems and consumer electronic devices has previously [added: caused,] and may in the future [removed: cause] [added: cause,] a decline in demand for our products.

- changes in macroeconomic conditions that cause customers to spend less, such as the imposition of new [added: and/or increased] tariffs, increased laws and regulations, and increased unemployment levels.

In [removed: certain] [added: several of our] end markets, sales of computers, storage subsystems and consumer electronic devices tend to be seasonal, and therefore, we expect to continue to experience seasonality in our business as we respond to variations in our customers’ demand for our products.

We are focused on increasing [removed: workforce] flexibility and scalability, and improving overall competitiveness by leveraging our global capabilities, as well as external talent and skills, [removed: worldwide.][added: worldwide, with a view towards increasing revenue and exabytes volume while controlling expenses.]

[removed: Because] [added: In addition, because] of our vertical design and manufacturing strategy, [removed: our] operations have [removed: higher] [added: significant fixed] costs that are [removed: fixed or] difficult to reduce in the short-term, including our costs [removed: related] [added: relating] to utilization of existing facilities and equipment.

If we do not [added: adequately] control our manufacturing and operating expenses, our ability to compete in the marketplace may be impaired.

[removed: In the past,] [added: Such restructuring] activities to reduce costs have included closures and transfers of facilities, significant personnel reductions, temporary salary reductions, restructuring efforts, asset write-offs and efforts to increase automation.

In addition, if we fail to identify and complete such transactions and successfully integrate acquired businesses that further our strategic objectives, we may be required to expend additional resources to develop products, services and technology [added: internally, which may put us at a competitive disadvantage.]

Shortages or delays in the receipt of, or cost increases in, critical components, equipment or raw materials necessary to manufacture our products, as well as reliance on single-source suppliers, [added: has in the past and] may [added: in the future] affect our production and development of products and [removed: may] harm our operating results.

In light of this small, consolidated supplier base, if our suppliers increased their prices as a result of inflationary [removed: pressures from] [added: pressures, evolving trade policies, including] the [removed: current] [added: imposition of tariffs or other trade restrictions, or other] macroeconomic conditions or changes to such conditions, and we could not pass these price increases to our customers, our operating margin would decline.

Also, many of these direct and indirect component suppliers are geographically concentrated, making our supply chain more vulnerable to regional disruptions such as severe weather, local or global health issues or pandemics, acts of terrorism, war and an unpredictable geopolitical [removed: climate, which have materially impacted, and may in the future impact the production, availability and transportation of many components.][added: climate.]

We have also [removed: been forced] [added: been,] and could in the future [removed: be] [added: be,] forced to pay higher prices, make volume purchase commitments or advance deposits for some components, equipment or raw materials that were in short supply in the industry.

[removed: In the September and December 2023 quarters, due to changes] [added: We have] in [removed: forecasted demand, we cancelled] [added: the past cancelled, reduced or otherwise modified] certain purchase commitments and incurred associated fees, [removed: as well as sought] [added: due] to [removed: reduce or otherwise modify purchase commitments with other suppliers.][added: changes in forecasted demand.]

[removed: The reductions in workforce,] [added: Our historical restructurings, temporary] salary reductions and variability in [removed: our] bonus payouts [removed: that resulted from our historical restructurings] have [removed: also] made and may continue to make it difficult for us to recruit and retain personnel.

We risk damage to our reputation if we fail to act responsibly in a number of areas, such as [removed: diversity and inclusion,] [added: human capital,] environmental stewardship, sustainability, supply chain management, climate change, the usage of AI, workplace conduct and human rights.

Other factors that could have a material and adverse effect on demand for our products, financial condition and results of operations include inflation, slower growth or recession, conditions in the labor market, [removed: healthcare costs,] access to credit, consumer confidence and other macroeconomic factors affecting consumer and business spending behavior.

Macroeconomic developments [removed: such as] [added: including new and increased tariffs, trade disputes, sanctions,] adverse economic conditions [removed: worldwide or] [added: worldwide, government] efforts [removed: of governments] to stimulate or stabilize [removed: the economy, international conflicts, trade disputes, sanctions, increased tariffs between the United States and China, Mexico and other countries] [added: economies,] and [removed: the withdrawal of the United Kingdom from the EU,] [added: international conflicts] have and may continue to adversely impact our business.

Significant inflation and [removed: related increases in] [added: elevated] interest rates have negatively affected our business in recent quarters and could continue [removed: in the near future] to negatively affect our business, operating results or financial condition or the markets in which we operate, which, in turn, could adversely affect the price of our ordinary shares.

[added: A general weakening of, and related declining corporate confidence in, the global economy or the curtailment in government or corporate spending could] cause current or potential customers to reduce their IT budgets or be unable to fund data storage products, which could cause customers to delay, decrease or cancel purchases of our products or cause customers to not pay us or to delay paying us for previously purchased products and services.

In addition, we cannot be sure that any future cost reductions or global footprint [removed: consolidations] [added: consolidation efforts] will [removed: deliver the results we expect, be successful] [added: not result] in [removed: reducing our overall expenses as we expect or that] additional costs [removed: will] [added: which may] not [added: be] offset [removed: any such] [added: by planned cost] reductions or global footprint consolidation.

The effect of geopolitical uncertainties, [added: political unrest,] war, terrorism, natural disasters, public health issues and other circumstances, on national and/or international commerce and on the global economy, could materially and adversely affect our results of operations and financial condition.

We develop and manufacture technologically advanced products that require precision engineering, specialized manufacturing processes and rigorous quality control standards.

During periods of increasing demand, the complexity of these products and our manufacturing processes has contributed to challenges in recommissioning and effectively utilizing our production equipment to meet customer needs.

These difficulties may arise again in the future, potentially delaying our ability to respond to an improving demand environment.

Any inability to efficiently restart or fully utilize our production equipment could result in missed revenue opportunities, increased operational costs, and adverse effects on our business and financial condition.

- variability in demand due to end market conditions, including fluctuations in adoption rates of emerging technologies such as artificial intelligence, shifts in customer preferences and broader economic trends;

In addition, ongoing uncertainty in U.S. policy, including uncertainty relating to tariffs and other trade restrictions, may have an impact on our sales to customers and end-users.

We manage the impact of foreign currency translation risk by entering into foreign currency forward exchange contracts to hedge our balance sheet exposures.

Many of these rare earth elements are sourced from China, which accounts for a majority of the global supply and processing capacity for these materials.

As a result, recent or potential future export restrictions or bans by the Chinese government, as well as any import restrictions or bans by the U.S. government, on rare earth minerals could materially and adversely impact our supply chain continuity and operating results.

Trade policy developments, including retaliatory measures by other countries, could exacerbate these risks by further restricting the availability and/or increasing the cost of critical components, delaying shipments, resulting in the relocation of certain manufacturing processes or otherwise disrupting our global supply chain.

These factors have materially impacted, and may in the future impact the production, availability and transportation of many components.

In the past, we have engaged in restructuring activities with a view toward reducing costs.

We face significant and ongoing uncertainty with regard to global trade policy, particularly in light of recently announced and potential additional actions by the U.S. government and its trading partners.

In addition, evolving trade policies may lead to abrupt or unpredictable changes in tariffs, quotas, duties or trade agreements, potentially disrupting our supply chain and/or leading to an increase in costs.

For example, countries where we have significant customer demand may adopt measures that increase the effective cost of our products in those markets, which could reduce sales volumes and harm our competitive position.

These developments, whether occurring individually or in the aggregate, could materially disrupt our operations and impair our ability to efficiently manage our global supply chain.

Increased tariffs or other trade restrictions may raise our cost of goods, delay the sourcing of materials and constrain our ability to fulfill customer orders on a timely basis.

Additionally, retaliatory trade measures by other countries could make it more difficult or costly to export our products or components, potentially leading to increased supply chain costs and/or reduced demand in non-U.S. markets.

These and any future trade policy changes may have a material and adverse impact on our business and financial condition.

While we continue to monitor trade developments and evaluate risk mitigation strategies, we may not be able to fully, or even partially, offset the effects of these evolving trade dynamics.

Several jurisdictions in which we operate have enacted legislation, either partially or fully implementing the OECD’s Pillar Two global corporate minimum tax, also known as the top-up tax.

This includes the recent updates from Singapore and Thailand, which will take effect for the Company starting in fiscal year 2026.

We will continue to monitor for further developments.

There can be no assurance that our cybersecurity management program and processes, including our policies, controls or procedures, will be implemented consistently, complied with or effective in protecting our systems and information.

While we expect to resume the program in the first quarter of fiscal year 2026, there can be no assurance that we will do so.

- We may not be able to grow our systems, SSD and Lyve revenues, which would adversely affect our results of operations.

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

Additionally, our customers’ demand for our products may fluctuate due to factors beyond our control.

We may not be able to grow our systems, SSD and Lyve revenues, which would adversely affect our results of operations.

We have made and continue to make investments to grow our systems, SSD and Lyve platform revenues.

Our ability to grow our systems, SSD and Lyve revenues is subject to the following risks:

- we may be unable to accurately estimate and predict data center capacity and requirements;

- we may be unable to offer compelling solutions or services to enterprises, subscribers or consumers;

- we may be unable to obtain cost effective supply of NAND flash memory in order to offer competitive SSD solutions; and

- our cloud systems revenues generally have a longer sales cycle, and growth is likely to depend on relatively large orders from a concentrated customer base, which may increase the variability of our results of operations and the difficulty of matching revenues with expenses.

Our results of operations and share price may be adversely affected if we are not successful in our efforts to grow our revenues as anticipated, particularly to the extent our revenues do not offset our investments.

In addition, our growth in these markets may bring us into closer competition with some of our customers or potential customers, which may decrease their willingness to do business with us.

We have attempted to manage the impact of foreign currency exchange rate changes by, among other things, entering into foreign currency forward exchange contracts from time to time, which could be designated as cash flow hedges or not designated as hedging instruments.

If we do not control our costs, we will not be able to compete effectively and our financial condition may be adversely impacted.

We continually seek to make our cost structure and business processes more efficient.

Our strategy involves, to a substantial degree, increasing revenue and exabytes volume while controlling expenses.

If we fail to forecast demand accurately or if there is a partial or complete reduction in long-term demand for our products, we could be required to write off inventory and/or record excess capacity charges, which could negatively impact our gross margin and financial results.

internally, which may put us at a competitive disadvantage.

A general weakening of, and related declining corporate confidence in, the global economy or the curtailment in government or corporate spending could

Any cost reduction initiatives that we undertake may not deliver the results we expected and these actions may adversely affect our business.

From time to time, we engage in restructuring plans that have resulted and may continue to result in workforce reduction and consolidation of our real estate facilities and our manufacturing footprint.

In addition, management will continue to evaluate our global footprint and cost structure, and additional restructuring plans may be considered.

As a result of our restructurings, we have experienced and may in the future experience a loss of continuity, loss of accumulated knowledge, disruptions to our operations and inefficiency during transitional periods.

Any cost-cutting measures could impact employee retention.

For example, our exposure to the credit risk of the option counterparties to the capped call transactions will not be secured by any collateral.

Any further limitation that impedes our ability to export or

The member states of the European Union agreed to implement the OECD’s Pillar Two framework, which imposes a global corporate minimum tax rate of 15%.

In December 2022, the Council of the European Union ("EU") formally adopted the EU Minimum Tax Directive, which would require member states to adopt Pillar Two into their domestic law.

The directive requires the rules to initially become effective for fiscal years starting on or after December 31, 2023.

The United Kingdom and certain other jurisdictions in which we operate have enacted legislation to implement Pillar Two.

Other countries may also adopt the Pillar Two framework.

income taxes and have reserved for potential adjustments that may result from the examinations.

We face uncertainty with regard to U.S. government trade policy.

Such policies could make it more difficult or costly for us to export our products to those countries, therefore negatively impacting our financial performance.

*The following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal years ended June [removed: 28, 2024] [added: 27, 2025] and June [removed: 30, 2023.][added: 28, 2024.]

Discussions of year-to-year comparisons between fiscal years [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are not included in this Annual Report on Form 10-K and can be found in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June [removed: 30, 2023,] [added: 28, 2024,] which was filed with the SEC on August [removed: 4, 2023.*][added: 2, 2024.*]

Accordingly, fiscal year [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] both comprised of 52 weeks and ended on June [removed: 28, 2024] [added: 27, 2025] and June [removed: 30, 2023,] [added: 28, 2024,] respectively.* *Fiscal year 2026 will be comprised of 53 weeks and will end on July 3, 2026.*

*•Overview of Fiscal Year [removed: 2024.*] [added: 2025.*] Highlights of events in fiscal year [removed: 2024] [added: 2025] that impacted our financial position.

- *Results of Operations.* Analysis of our financial results comparing fiscal years [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Overview of Fiscal Year [removed: 2024][added: 2025]

During fiscal year [removed: 2024,] [added: 2025,] we shipped [removed: 398] [added: 595] exabytes of HDD storage capacity.

We generated revenue of approximately [removed: $6.6] [added: $9.1] billion with a gross margin of [removed: 23%.][added: 35% and net income of $1.5 billion.]

Our operating cash flow was [removed: $918 million] [added: $1.1 billion] and we paid [removed: $585] [added: $600] million in dividends.

Financial Statements and Supplementary Data—*Note [removed: 18.][added: 4.]

Financial Statements and Supplementary Data—*Note [removed: 14.][added: 17.]

| (Dollars in millions) | | | | | | June [removed: 28, 2024] [added: 27, 2025] | | | | | | June [removed: 30, 2023] [added: 28, 2024] | | |

| Revenue | | | | | | $ | [removed: 6,551] [added: 9,097] | | | | | $ | [removed: 7,384] [added: 6,551] | |

| Cost of revenue | | | | | | [removed: 5,015] [added: 5,897] | | | | | | [removed: 6,033] [added: 5,015] | | |

| Gross profit | | | | | | [removed: 1,536] [added: 3,200] | | | | | | [removed: 1,351] [added: 1,536] | | |

| Product development | | | | | | [removed: 654] [added: 724] | | | | | | [removed: 797] [added: 654] | | |

| Marketing and administrative | | | | | | [removed: 460] [added: 561] | | | | | | [removed: 491] [added: 460] | | |

| Restructuring and other, net | | | | | | [removed: (30)] [added: 25] | | | | | | [removed: 102] [added: (30)] | | |

| Income [removed: (loss)] from operations | | | | | | [removed: 452] [added: 1,890] | | | | | | [removed: (342)] [added: 452] | | |

| Other expense, net | | | | | | [removed: (7)] [added: (4)] | | | | | | [removed: (154)] [added: —] | | |

| Income [removed: (loss)] before income taxes | | | | | | [removed: 445] [added: 1,513] | | | | | | [removed: (496)] [added: 445] | | |

| Provision for income taxes | | | | | | [removed: 110] [added: 44] | | | | | | [removed: 33] [added: 110] | | |

| Net [removed: Income (loss)] [added: income] | | | | | | $ | [removed: 335] [added: 1,469] | | | | | $ | [removed: (529)] [added: 335] | |

| | | | | | | June [removed: 28, 2024] [added: 27, 2025] | | | | | | June [removed: 30, 2023] [added: 28, 2024] | | |

| Cost of revenue | | | | | | [removed: 77] [added: 65] | | | | | | [removed: 82] [added: 77] | | |

| Gross margin | | | | | | [removed: 23] [added: 35] | | | | | | [removed: 18] [added: 23] | | |

| Product development | | | | | | [removed: 10] [added: 8] | | | | | | [removed: 11] [added: 10] | | |

| Marketing and administrative | | | | | | [removed: 7] [added: 6] | | | | | | 7 | | |

| Restructuring and other, net | | | | | | — | | | | | | [removed: 1] [added: —] | | |

| Operating margin | | | | | | [removed: 6] [added: 21] | | | | | | [removed: (5)] [added: 6] | | |

| Other expense, net | | | | | | [removed: —] [added: (377)] | | | | | | [removed: (2)] [added: (7)] | | |

| Income [removed: (loss)] before income taxes | | | | | | [removed: 6] [added: 17] | | | | | | [removed: (7)] [added: 6] | | |

| Provision for income taxes | | | | | | [removed: 2] [added: 1] | | | | | | [removed: —] [added: 2] | | |

| Net [removed: Income (loss)] [added: income] | | | | | | [removed: 4] [added: 16] | | % | | | | [removed: (7)] [added: 4] | | % |

| OEMs | | | | | | [removed: 75] [added: 80] | | % | | | | [removed: 74] [added: 75] | | % |

| Distributors | | | | | | [removed: 15] [added: 12] | | % | | | | 15 | | % |

| Retailers | | | | | | [removed: 10] [added: 8] | | % | | | | [removed: 11] [added: 10] | | % |

| Asia Pacific | | | | | | [removed: 53] [added: 41] | | % | | | | [removed: 45] [added: 53] | | % |

| Americas | | | | | | [removed: 35] [added: 49] | | % | | | | [removed: 41] [added: 35] | | % |

| EMEA | | | | | | [removed: 12] [added: 10] | | % | | | | [removed: 14] [added: 12] | | % |

We issued $400 million principal amount of senior notes, repaid $479 million principal amount of the 2025 Notes and $505 million of the 2027 Notes, as well as repurchased $99 million principal amount of certain senior notes.

Additionally, we acquired Intevac, Inc. (“Intevac”), a supplier of thin-film processing systems, for a net cash outlay of $47 million.

During fiscal year 2025, we experienced a significant increase in demand for our high capacity nearline drives primarily from cloud customers.

At the same time, we have continued to operate in a dynamic macroeconomic environment marked by rapid shifts in trade policies and increasing geopolitical tensions.

These factors may impact our business and results of operations.

We will continue to monitor the situation and assess plans to mitigate future risk to the business.

Over the long-term we expect our hard drive storage business to benefit from future growth in data demand and data value, including from the adoption of Generative AI applications.

| | | | | | | | | | | | | | | |

| | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 9,097 | | | | | $ | 6,551 | | | | | $ | 2,546 | | | | | 39 | | % |

Revenue in fiscal year 2025 increased approximately 39%, or $2.5 billion, from fiscal year 2024, primarily due to an increase in mass capacity exabytes shipped as we experienced higher demand in particular for our nearline cloud products and favorable pricing actions undertaken by the Company.

| Gross profit | | | | | | 3,200 | | | | | | 1,536 | | | | | | 1,664 | | | | | | 108 | | % |

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | | | | | Change | | | | | | % Change | | |

*Restructuring and Other, net.* We recorded $38 million of restructuring charges in fiscal year 2025, of which $13 million was recorded to Cost of revenue and $25 million recorded to Restructuring and other, net, respectively, primarily related to an inventory write down due to a discontinued product line, employee related termination benefits and right-of-use (“ROU”) asset impairment charges.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | | | | | Change | | | | | | % Change | | |

______________________________

*Not a meaningful figure

Other expense, net for fiscal year 2025 primarily related to $321 million of interest expense and $53 million loss on investments.

Other expense, net for fiscal year 2024 primarily related to $332 million of interest expense, $52 million loss on investments and $29 million net loss from debt transactions, partially offset by a $313 million gain from the sale of System-on-Chip (“SoC”) operations and $104 million net gain from termination of interest rate swap.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | | | | | Change | | | | | | % Change | | |

On July 4, 2025 the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others implemented through fiscal year 2028.

We are currently assessing its impact on our consolidated financial statements.

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | | | | | Change | | |

| | | | | | | | | | | | | | | |

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | |

- an increase of $201 million in inventory, primarily due to an increase in purchased materials and finished goods inventory; partially offset by

Acquisition and Divestiture*” for more details), offset by $10 million from the sale of equity investments, and $25 million from the proceeds of business divestiture.

- $54 million taxes paid related to net share settlement of equity awards; and

- $14 million debt fees relating to issuance and repurchase of long-term debt; partially offset by

- $585 million in dividend payments;

Subsequent to our Consolidated Balance Sheet date, on June 30, 2025, the conditional conversion feature of the 2028 Notes was triggered in accordance with the terms of the 2028 Notes indenture.

Accordingly, the 2028 Notes are exchangeable through September 30, 2025.

Financial Statements and Supplementary Data—*Note 13.

These estimates and judgments occur in the calculation of tax credits, recognition of income and deductions and

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

We issued $1.5 billion of exchangeable notes to primarily retire our term loans of $1.3 billion.

Additionally, in April 2024, we sold certain intellectual property, equipment and other assets related to the design, development and manufacture of our System-on-Chip (“SoC”) products to Avago Technologies International Sales Pte.

Limited, a subsidiary of Broadcom Inc., for $600 million and we recorded a net gain of $313 million from this business divestiture.

In connection with the transaction, the Company also restructured certain pre-existing purchase agreements.

Refer to “Item 8.

Divestiture*” for more details.

During fiscal year 2024, we experienced ongoing recovery within the global cloud market, reflecting continued improvement in end-market demand.

Demand recovery for our high capacity nearline drives has been faster than anticipated, which has extended product lead times and led to tighter overall supply conditions.

We continued to exercise cost discipline and implement pricing actions to improve operational efficiency and profitability.

We believe that we are in the early stage of an industry-wide demand recovery and AI application deployment, however we expect the macroeconomic environment to remain dynamic and continue to impact our business and results of operations.

*Regulatory settlement*

On April 18, 2023, our subsidiaries Seagate Technology LLC and Seagate Singapore International Headquarters Pte.

Ltd entered into the Settlement Agreement with the BIS that resolves BIS’ allegations regarding our sales of hard disk drives to Huawei between August 17, 2020 and September 29, 2021.

Under the terms of the Settlement Agreement, we agreed to pay $300 million to the BIS in quarterly installments of $15 million over the course of five years beginning October 31, 2023.

Legal, Environmental and Other Contingencies*” for more details.

| Amortization of intangibles | | | | | | — | | | | | | 3 | | |

| BIS settlement penalty | | | | | | — | | | | | | 300 | | |

| Amortization of intangibles | | | | | | — | | | | | | — | | |

| BIS settlement penalty | | | | | | — | | | | | | 4 | | |

| Revenue | | | | | | $ | 6,551 | | | | | $ | 7,384 | | | | | $ | (833) | | | | | (11) | | % |

Revenue in fiscal year 2024 decreased approximately 11%, or $833 million, from fiscal year 2023, primarily due to a decrease in exabytes shipped as a result of lower broad-based market demand, slightly offset by an increase in revenue driven by favorable pricing actions undertaken by the Company.

| Gross profit | | | | | | 1,536 | | | | | | 1,351 | | | | | | 185 | | | | | | 14 | | % |

In the fiscal year 2024, total warranty cost was 0.8% of revenue and included an unfavorable change in estimates of prior warranty accruals of 0.1% of revenue primarily due to changes to our estimated future product return rates.

| Amortization of intangibles | | | | | | — | | | | | | 3 | | | | | | (3) | | | | | | * | | |

| BIS settlement penalty | | | | | | — | | | | | | 300 | | | | | | (300) | | | | | | * | | |

*Restructuring and Other, net.* Restructuring and other, net for fiscal year 2024 was a benefit of $30 million primarily related to the net gain from the sale and leaseback transaction during the December 2023 quarter.

The restructuring plans were substantially completed by the end of fiscal year 2023.

Other expense, net for fiscal year 2024 decreased by $147 million compared to fiscal year 2023 primarily due to a $313 million gain from the sale of SoC operations (refer to “Item 8.

Divestiture*” for more details), a $104 million of net gain recognized from the termination of interest rate swaps associated with the repayment of term loans and a $5 million net increase in interest income in fiscal year 2024.

The decrease is partially offset by a $190 million of net gain recognized from the early redemption of debt in fiscal year 2023, a $41 million increase in net loss from equity investments, a $29 million net loss recognized from early redemption of debt and a $19 million net increase in interest expense in fiscal year 2024.

These tax incentives are scheduled to expire in whole or in part at various dates through fiscal year 2036.

Certain tax incentives may be extended if specific conditions are met.

Since we established Singapore as our principal executive offices in fiscal year 2024, the Singaporean statutory rate of 17% is used for purposes of the reconciliation between the provision for income taxes at the statutory rate and our effective tax rate.

For fiscal years 2023 and 2022, a notional Irish statutory rate of 25% was used.

- a decrease of $425 million in inventories, primarily due to a decrease in units built to align with the prevailing demand environment; and

- an increase of $110 million cash proceeds received from the settlement of certain interest rate swap agreements; partially offset by

Divestiture*” for more details), $40 million from the sale of assets and $14 million from the sale of investments, offset by payments for the purchase of property, equipment and leasehold improvements of $254 million.

- $585 million in dividends paid to our shareholders;

- $408 million in payments for repurchases of our ordinary shares; partially offset by

As of June [removed: 28, 2024,] [added: 27, 2025,] we had [removed: no] [added: immaterial] available-for-sale [removed: investments that] [added: investments, none of which] had been in a continuous unrealized loss position for a period greater than 12 months.

The table below presents principal amounts and related fixed or weighted-average interest rates by year of maturity for our investment portfolio and debt obligations as of June [removed: 28, 2024.][added: 27, 2025.]

| (Dollars in millions, except percentages) | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value at June [removed: 28, 2024] [added: 27, 2025] | | |

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | | | | | | |

| Floating rate | | | | | | $ | [removed: 388] [added: 254] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 388] [added: 254] | | | | | $ | [removed: 338] [added: 254] | |

| Average interest rate | | | | | | [removed: 5.31] [added: 4.22] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.31] [added: 4.22] | | % | | | | | | |

| Average interest rate | | | | | | [removed: 4.75] [added: —] | | % | | | | — | | % | | | | [removed: 4.88] [added: 3.50] | | % | | | | [removed: 3.50] [added: 4.09] | | % | | | | [removed: 4.09] [added: 7.14] | | % | | | | [removed: 7.38] [added: 7.31] | | % | | | | [removed: 5.64] [added: 5.86] | | % | | | | | | |

The table below provides information as of June [removed: 28, 2024] [added: 27, 2025] about our foreign currency forward exchange contracts.

| Chinese Renminbi | | | | | | [removed: 29] [added: 34] | | | | | | [removed: 7.10] [added: 7.14] | | | | | | [removed: 1] [added: —] | | |

| Thai Baht | | | | | | [removed: 21] [added: 100] | | | | | | [removed: 35.24] [added: 32.49] | | | | | | [removed: (1)] [added: —] | | |

| British Pound Sterling | | | | | | [removed: 9] [added: $] | [added: 19] | | | | | [removed: 0.78] [added: $] | [added: 0.74] | | | | | [removed: —] [added: $] | [added: —] | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,500 | | | | | $ | 470 | | | | | $ | 638 | | | | | $ | 2,438 | | | | | $ | 5,046 | | | | | $ | 6,318 | |

| Singapore Dollar | | | | | | 127 | | | | | | 1.28 | | | | | | — | | |

| Total | | | | | | $ | 280 | | | | | | | | | | | $ | — | |

We had no impairments related to credit losses for available-for-sale investments as of June 28, 2024.

We previously entered into certain interest rate swap agreements to convert the variable interest rate on the Term Loans to fixed interest rates.

The objective of the interest rate swap agreements was to eliminate the variability of interest payment cash flows associated with the variable interest rate under the Term Loans.

We designated the interest rate swaps as cash flow hedges.

On September 13, 2023, we terminated our interest rate swap agreements as we repaid the Term Loans.

| Other debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | | | | $ | — | | | | | $ | 15 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 15 | | | | | $ | 15 | |

| Fixed rate | | | | | | $ | 479 | | | | | $ | — | | | | | $ | 505 | | | | | $ | 1,500 | | | | | $ | 495 | | | | | $ | 2,750 | | | | | $ | 5,729 | | | | | $ | 6,342 | |

For more information about our debt and use of derivative instruments, see “Item 8.

Financial Statements and Supplementary Data—*Note 8.

Derivative Financial Instruments*” of this Annual Report.

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| Singapore Dollar | | | | | | $ | 141 | | | | | $ | 1.35 | | | | | $ | — | |

| Total | | | | | | $ | 200 | | | | | | | | | | | $ | — | |

See “Item 8.

Financial Statements and Supplementary Data—*Note 8.* *Derivative Financial Instruments”* of this Annual Report.

Our HDD products are designed for mass capacity storage [added: in the cloud] and [added: at the edge as well as] legacy [removed: markets.][added: market applications.]

Mass capacity storage involves well-established use cases, such as hyperscale data centers and private and public clouds as well as [added: quickly] emerging use [removed: cases.][added: cases such as machine learning (“ML”) and artificial intelligence (“AI”).]

[added: Our HDD and SSD product portfolio] includes Serial Advanced Technology Attachment (“SATA”), Serial Attached SCSI (“SAS”) and Non-Volatile Memory Express (“NVMe”) based designs to support a wide variety of mass capacity and legacy applications.

Engineered for modularity, mobility, capacity and performance, these solutions [removed: include] [added: are built with] our enterprise HDDs and SSDs, enabling customers to integrate powerful, scalable storage within existing environments or create new ecosystems from the ground up in a secure, cost-effective manner.

The data storage industry includes companies that manufacture components or subcomponents designed for data storage devices, as well as providers of storage solutions, software and [removed: services for enterprise cloud, big data, computing platforms and consumer markets.][added: services.]

The rapid growth of data [removed: generation and] [added: generation,] the intelligent application of data [added: and the rise in data value] are driving demand for data storage.

As more data is created at endpoints outside traditional data centers, [removed: which requires] [added: the need for real-time decision making we expect will drive an increase in] processing at the edge and in the [removed: core or cloud, the need for data storage and management between the edge and cloud has also increased.][added: cloud.]

Use cases include connected and autonomous vehicles, smart [removed: manufacturing and] [added: manufacturing,] smart [removed: cities.][added: cities and emerging generative AI (“Gen AI”) applications.]

We believe the proliferation and [removed: personal] creation of media-rich digital content, further enabled by [added: Gen AI, ML,] fifth-generation wireless (“5G”) technology, the [removed: edge,] [added: edge and] the Internet of Things [removed: (“IoT”), machine learning (“ML”) and generative artificial intelligence (“AI”),] [added: (“IoT”)] will continue to create demand for higher capacity storage solutions.

The resulting mass data ecosystem is expected to require increasing amounts of data storage at the edge, in the [removed: core] [added: cloud] and in between.

Mass capacity storage supports [added: scalable,] high capacity, [removed: low-cost per terabyte (“TB”)] [added: cost efficient] storage applications, including [removed: nearline,] [added: nearline cloud, nearline enterprise,] video and image applications (“VIA”) and network-attached storage (“NAS”) and edge-to-cloud data storage infrastructures.

[removed: Enterprise] [added: Cloud and enterprise] storage applications require both high-capacity and energy efficient storage devices to support low total cost of ownership.

In the “Worldwide Global DataSphere Forecast, [removed: 2024-2028”,] [added: 2025-2029”,] published by the International Data Corporation1 (“IDC”), the global datasphere is forecasted to grow at a compound rate of [removed: more than 24%] [added: 25%] over the next five years to reach [removed: 394] [added: 527] zettabytes [added: annually] by [removed: 2028.][added: 2029.]

Additionally, the [removed: proliferation] [added: adoption] of generative AI applications is expected to accelerate the creation of digital content such as text, images and video over the [removed: long-term.][added: long term.]

As more applications require real-time decision making, some data processing and storage [removed: is] [added: are] moving closer to the network edge.

- Creation, sharing and consumption of media-rich content, such as high-resolution photos, [removed: high definition] [added: high-definition] videos and digital music through smart phones, tablets, digital cameras, personal video cameras, DVRs, gaming consoles or other digital devices; [added: the adoption of smart home and wearable devices as well as the growth of social media platforms;]

- [removed: Need] [added: The need] for protection of increased digital content through redundant storage on backup devices and externally provided storage [removed: services.][added: services is essential.]

Mass capacity [added: storage] is and will continue to be the enabler of scale.

Therefore, it requires [added: relatively] high levels of research and development spending and capital equipment investments.

Our core technology platforms focus on the areal density of media and read/write head technologies, including the Mozaic platform, which is [removed: our] [added: the industry’s first] implementation of the high-capacity enabling heat-assisted magnetic recording (“HAMR”) technology as well as innovations like shingled-magnetic-recording ("SMR") technology, and the throughput-optimizing multi actuator MACH.2 technology.

- [removed: areal] [added: Areal] density, which is a measurement of the storage capacity per square inch on the recording surface of a [removed: disk;][added: disk (also known as platter);]

The E-block and [removed: the] recording media are mounted inside the head disk assembly.

As a result, we may increase our use of alternative shipment methods to help offset any increase in freight costs, and we will continually review various forms of shipments and routes [removed: in order] to minimize the exposure to higher freight costs.

*Enterprise Nearline HDDs.* Our high-capacity enterprise HDDs, including HAMR-based Mozaic drives, ship in capacities of up to [removed: 32TB.][added: 35TB.]

These products are designed for mass capacity data storage in the [removed: core] [added: cloud] and at the edge, as well as server environments and cloud systems that require high capacity, enterprise reliability, energy efficiency and integrated security.

They are offered with multiple interfaces, including [removed: SAS, SATA,] [added: SATA] and [removed: NVMe] [added: NVMe,] and in capacities up to [removed: 15TB.][added: 30TB.]

*Enterprise [removed: Nearline] Systems.* Our systems portfolio provides modular storage arrays, storage server platforms, multi-level configuration for disks (commonly referred as JBODs) and expansion shelves to expand and upgrade data center storage infrastructure and other enterprise applications.

Our capacity-optimized systems feature multiple scalable configurations and can accommodate up to [removed: 96 26TB drives] [added: 2.5 petabytes of HDDs] per chassis.

*VIA.* Our video and image HDDs are built to support the high-write workload of [removed: an] always-on, always-recording video systems.

Our NAS HDD solutions are available in capacities up to [removed: 24TB.][added: 30TB.]

Our enterprise SSDs are available in capacities up to [removed: 15TB,] [added: 30TB] with [removed: endurance options up to 10 drive writes per day and] various interfaces.

We strive to deliver the best customer experience by leveraging our core technologies, offering services such as Seagate Recovery Services (data recovery) and partnering with leading brands such as Microsoft’s [removed: Xbox, Sony’s PlayStation and Disney’s Star Wars] [added: Xbox] and [removed: Marvel.][added: Sony’s PlayStation.]

*Client Applications.* Our 3.5-inch desktop drives offer up to [removed: 8TB] [added: 24TB] of capacity, designed for personal computers and workstation applications and our 2.5-inch notebook drives offer up to 5TB for HDD and up to [removed: 2TB] [added: 4TB] for SSD designed for applications such as traditional notebooks, convertible systems and external storage to address a range of performance needs and sizes for affordable, high-capacity storage.

Our gaming SSDs are specifically optimized internal storage for gaming rigs and are designed to enhance the gaming experience during game load and game play with capacities up to [removed: 4TB for SSD.][added: 4TB.]

These solutions, including modular hardware and software delivered in a consumption-based model, support enterprises’ on-premise and cloud [removed: storage infrastructure] [added: data transfer and retention] needs.

Financial Statements and Supplementary Data—*Note [removed: 17.][added: 15.]

[removed: Changing] [added: Evolving] technology also necessitates on-going investments in research and development, which may be difficult to recover due to rapid product life cycles or economic declines.

[added: Our legacy markets, such as consumer] storage applications, traditionally experienced seasonal variability in demand with higher levels of demand in the first half of the fiscal year, primarily driven by consumer spending related to back-to-school season and traditional holiday shopping season.

As of June [removed: 28, 2024,] [added: 27, 2025,] we had approximately [removed: 4,000] [added: 3,273] U.S. patents and [removed: 300] [added: 243] patents issued in various non-U.S. jurisdictions, as well as approximately [removed: 150] [added: 221] U.S. and [removed: 100] [added: 38] non-U.S. patent applications pending.

[removed: From time to time,] [added: Occasionally,] we receive claims that our products infringe patents of third parties.

These providers address data storage needs for cloud, enterprise and other edge markets.

Additionally, the need for data storage and management between the edge and cloud continues to increase.

- Rapid consumer and enterprise adoption of widely available generative AI tools;

1 Worldwide IDC Global DataSphere Forecast, 2025–2029, Doc #US53363625, May 2025.

According to IDC’s 2025 Cloud Infrastructure Index, hard drives store 87% of exabytes in large data center deployments.

As HDD capacities continue to increase, demand for higher capacity drives is expected to grow due to their better total cost of ownership compared with lower capacity drives.

As a result, we can address higher exabyte demand with fewer HDD units that have higher average capacity per drive.

In addition, HAMR technology utilizes a laser and a near-field transducer on the read/write head to heat an extremely small spot on the magnetic disk, allowing for higher data density storage.

HAMR technology requires media with higher coercivity alloys that are stable at room temperature.

The laser temporarily lowers the coercivity allowing data to be written.

Lyve Cloud Object Storage is a consumption-based, mass storage simple storage service (“S3”) compatible cloud, completing our comprehensive edge-to-cloud portfolio.

Lyve Cloud is available in standard and infrequent access tiers, across multiple geographic regions.

- Sandisk Corporation;

We believe our HDDs’ supply and demand remained well balanced during fiscal year 2025, supporting a healthy pricing environment.

Our Research & Development (R&D) organization is focused on the development of storage solutions leveraging our areal density leadership in mass capacity hard disk drives.

Our portfolio also includes solid state drives and systems.

We continue to develop innovative magnetic recording technologies as well as conduct research on adjacent technologies necessary for the development of scalable, high-availability storage products.

Seagate’s HAMR based Mozaic platform reflects our ability to productize complex nanoscale technologies, create a foundation for scaling to increasingly higher capacity hard drive storage products, and extend our areal density leadership.

In addition, we continue to optimize our perpendicular magnetic recording (“PMR”) product development and manufacturing by leveraging design systems that extend across product generations and result in more efficient resource utilization.

Our wafer and media development, recording subsystems, firmware, and system development happens around the world.

Our primary R&D centers are located in Northern Ireland, Singapore, Thailand and in the U.S. in California, Colorado and Minnesota.

The expenses related to R&D depend on several factors including the stage of technological development and product qualification timelines.

*Culture of Inclusion.* We thrive as a global workforce by leveraging our collective strengths and experiences to develop and deliver our business strategy.

These voluntary, employee-led communities are built around shared experiences and offer numerous benefits, including fostering workplace connections and enhancing a sense of belonging.

Our ERGs are open to all employees, representing a wide range of backgrounds and focus on leadership topics, networking, and community outreach.

There are 32 ERG chapters across seven countries, all led by employees and supported by Seagate leaders.

We also celebrate our culture of belonging and inclusion by recognizing cultural and heritage months across our global locations.

Events such as Lunar New Year, Veterans Day, and International Women’s Day are marked with activities like educational panels, cultural recipe sharing, employee interviews, and other community-relevant celebrations.

This year to support STEM, we organized Take Our Children to Work Day at eight of our largest sites.

More than 330 children visited and engaged in educational activities including hard drive assembly, AI design workshops, and electromagnetic experiments.

We also continued to promote sustainability and environmental programs including Earth Day in April.

Employees around the world participated in environmentally friendly activities, including litter cleanups and tree planting.

Employees in Singapore maintain a rooftop garden where the food produced is donated to a local home for the elderly, a great example of sustaining a partnership between employee volunteers and a community need.

We continued supporting various food banks, blood drives, and other non-profit organizations including Habitat for Humanity in Minnesota where employees spent 11 days building homes for those in need.

Our community engagement program prioritizes local relationships to strengthen ties within the communities we work and live in.

By collaborating with various local organizations, participating in community-driven initiatives, and addressing specific needs near our locations, we aim to create a more sustainable and positive impact that resonates both now and in the future.

Our HDD and SSD product portfolio

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

In January 2024, the Company established Singapore as its principal executive offices to better align its operational footprint.

We expect that enterprises utilizing dedicated storage area networks will continue to drive market demand for mission critical enterprise storage solutions.

According to IDC, we are in a new era of the Data Age, whereby data is shifting to both the core and the edge.

It is expected that by 2028, nearly 76% of the world’s data will be generated in the core and edge, up from 58% in 2023.

1 Worldwide IDC Global DataSphere Forecast, 2024–2028: AI Everywhere, But Upsurge in Data Will Take Time, Doc #US52076424, May 2024.

We also believe that as HDD capacities continue to increase, a focus exclusively on unit demand does not reflect the increase in demand for exabytes.

As demand for higher capacity drives increases, the demand profile has shifted to reflect fewer total HDD units, but with higher average capacity per drive and higher overall exabyte demand.

We believe our HDDs’ supply and demand were well balanced for most of fiscal year 2024 leading to flat to higher pricing, compared to higher than usual price erosion in fiscal year 2023 driven primarily by demand contraction.

Our legacy markets, such as consumer

We are committed to developing new component technologies, products, alternative storage technologies inclusive of systems, software and other innovative technology solutions to support emerging applications in data use and storage.

Our research and development activities are designed to bring new products to market in high volume, with quality attributes that our customers expect, before our competitors.

Part of our product development strategy is to leverage a design platform and/or subsystem within product families to serve different market needs.

This platform strategy allows for more efficient resource utilization, leverages best design practices, reduces exposure to changes in demand, and allows for achievement of lower costs through purchasing economies of scale.

Our advanced technology integration effort, such as our high-capacity enabling HAMR technology, focuses disk drive and component research on recording subsystems, including read/write heads and recording media; market-specific product technology; and technology we believe may lead to new business opportunities.

The primary purpose of our advanced technology integration effort is to ensure timely availability of mature component technologies for our product development teams as well as to allow us to leverage and coordinate those technologies in the design centers across our products in order to take advantage of opportunities in the marketplace.

*Diversity, Equity & Inclusion.* One of our core values is inclusion.

We rely on our diverse workforce to develop, deliver and sustain our business strategy to achieve our goals.

These voluntary, employee-led communities are built on a shared diversity of identity, experience or thought and and provide many benefits to employees, including professional and leadership development.

Seagate’s ERG community encompasses a wide array of diverse identities, such as LGBTQ+, women, people of color and interfaith, with 30 chapters across seven countries.

Our most recent ERG is the Parents and Caregivers community across the Asia region, which addresses dependent care challengers and employee well-being.

We also support inclusion through active employee communications, and education on topics such as cross-cultural communications and working across generations.

In January 2024, we published our fifth annual Diversity, Equity, and Inclusion (“DEI”) Report, which provides an overview of our DEI efforts and outcomes including demographics in our workforce.

The fiscal year 2023 DEI Report is available on our website.

observe during their career at Seagate.

With the launch of our new Mozaic 3+ hard drive platform, we also re-affirmed our commitment to support STEM in our local communities with a program called “Month of Impact” which encouraged employees to volunteer by inspiring the next generation of innovators through various programs.

Examples of employee participation include Take Your Sons and Daughters to work events, K-12 tech talks to educate students about emerging technologies, and volunteering at local science museums and universities.

We also continued to promote health & human services partnerships, such as support of food banks, clinics and non-profit organizations, while sustaining many of our ongoing community partnerships.

Financial Statements and Supplementary Data—*Note [removed: 14.][added: 13.]

For the fiscal year ended June [removed: 28, 2024][added: 27, 2025]

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of December [removed: 29, 2023,] [added: 27, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $17.8] [added: $18.4] billion based upon the closing price reported for such date by the NASDAQ.

The number of outstanding ordinary shares of the registrant as of July [removed: 30, 2024] [added: 29, 2025] was [removed: 210,195,239.][added: 212,677,178.]

Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual General Meeting of Shareholders, to be held on October [removed: 19, 2024,] [added: 25, 2025,] will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III.

The definitive proxy statement will be filed with the SEC no later than 120 days after the registrant's fiscal year ended June [removed: 28, 2024.][added: 27, 2025.]

| 1A. | | | [Risk [removed: Factors](#ifda2abf4d41741a18402fc27f109c142_22)] [added: Factors](#ie3b82f27accc4c8e963987a7f0b1ce9b_22)] | | | [removed: [15](#ifda2abf4d41741a18402fc27f109c142_22)] [added: [15](#ie3b82f27accc4c8e963987a7f0b1ce9b_22)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#ifda2abf4d41741a18402fc27f109c142_25)] [added: Comments](#ie3b82f27accc4c8e963987a7f0b1ce9b_25)] | | | [removed: [34](#ifda2abf4d41741a18402fc27f109c142_25)] [added: [35](#ie3b82f27accc4c8e963987a7f0b1ce9b_25)] | | |

| 1C. | | | [removed: [Cybersecurity](#ifda2abf4d41741a18402fc27f109c142_1553)] [added: [Cybersecurity](#ie3b82f27accc4c8e963987a7f0b1ce9b_28)] | | | [removed: [34](#ifda2abf4d41741a18402fc27f109c142_1553)] [added: [35](#ie3b82f27accc4c8e963987a7f0b1ce9b_28)] | | |

| 3 | | | [Legal [removed: Proceedings](#ifda2abf4d41741a18402fc27f109c142_31)] [added: Proceedings](#ie3b82f27accc4c8e963987a7f0b1ce9b_34)] | | | [removed: [36](#ifda2abf4d41741a18402fc27f109c142_31)] [added: [37](#ie3b82f27accc4c8e963987a7f0b1ce9b_34)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#ifda2abf4d41741a18402fc27f109c142_34)] [added: Disclosures](#ie3b82f27accc4c8e963987a7f0b1ce9b_37)] | | | [removed: [36](#ifda2abf4d41741a18402fc27f109c142_34)] [added: [37](#ie3b82f27accc4c8e963987a7f0b1ce9b_37)] | | |

| 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ifda2abf4d41741a18402fc27f109c142_40)] [added: Securities](#ie3b82f27accc4c8e963987a7f0b1ce9b_43)] | | | [removed: [37](#ifda2abf4d41741a18402fc27f109c142_40)] [added: [38](#ie3b82f27accc4c8e963987a7f0b1ce9b_43)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifda2abf4d41741a18402fc27f109c142_46)] [added: Operations](#ie3b82f27accc4c8e963987a7f0b1ce9b_49)] | | | [removed: [38](#ifda2abf4d41741a18402fc27f109c142_46)] [added: [39](#ie3b82f27accc4c8e963987a7f0b1ce9b_49)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ifda2abf4d41741a18402fc27f109c142_58)] [added: Risk](#ie3b82f27accc4c8e963987a7f0b1ce9b_61)] | | | [removed: [47](#ifda2abf4d41741a18402fc27f109c142_58)] [added: [48](#ie3b82f27accc4c8e963987a7f0b1ce9b_61)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#ifda2abf4d41741a18402fc27f109c142_61)] [added: Data](#ie3b82f27accc4c8e963987a7f0b1ce9b_64)] | | | [removed: [49](#ifda2abf4d41741a18402fc27f109c142_61)] [added: [50](#ie3b82f27accc4c8e963987a7f0b1ce9b_64)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ifda2abf4d41741a18402fc27f109c142_148)] [added: Disclosure](#ie3b82f27accc4c8e963987a7f0b1ce9b_154)] | | | [removed: [87](#ifda2abf4d41741a18402fc27f109c142_148)] [added: [86](#ie3b82f27accc4c8e963987a7f0b1ce9b_154)] | | |

| 9A. | | | [Controls and [removed: Procedures](#ifda2abf4d41741a18402fc27f109c142_151)] [added: Procedures](#ie3b82f27accc4c8e963987a7f0b1ce9b_157)] | | | [removed: [87](#ifda2abf4d41741a18402fc27f109c142_151)] [added: [86](#ie3b82f27accc4c8e963987a7f0b1ce9b_157)] | | |

| 9B. | | | [Other [removed: Information](#ifda2abf4d41741a18402fc27f109c142_154)] [added: Information](#ie3b82f27accc4c8e963987a7f0b1ce9b_160)] | | | [removed: [88](#ifda2abf4d41741a18402fc27f109c142_154)] [added: [87](#ie3b82f27accc4c8e963987a7f0b1ce9b_160)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ifda2abf4d41741a18402fc27f109c142_160)] [added: Inspections](#ie3b82f27accc4c8e963987a7f0b1ce9b_166)] | | | [removed: [88](#ifda2abf4d41741a18402fc27f109c142_160)] [added: [87](#ie3b82f27accc4c8e963987a7f0b1ce9b_166)] | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ifda2abf4d41741a18402fc27f109c142_166)] [added: Governance](#ie3b82f27accc4c8e963987a7f0b1ce9b_172)] | | | [removed: [89](#ifda2abf4d41741a18402fc27f109c142_166)] [added: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_172)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ifda2abf4d41741a18402fc27f109c142_172)] [added: Matters](#ie3b82f27accc4c8e963987a7f0b1ce9b_178)] | | | [removed: [89](#ifda2abf4d41741a18402fc27f109c142_172)] [added: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_178)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ifda2abf4d41741a18402fc27f109c142_175)] [added: Independence](#ie3b82f27accc4c8e963987a7f0b1ce9b_181)] | | | [removed: [89](#ifda2abf4d41741a18402fc27f109c142_175)] [added: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_181)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#ifda2abf4d41741a18402fc27f109c142_178)] [added: Services](#ie3b82f27accc4c8e963987a7f0b1ce9b_184)] | | | [removed: [89](#ifda2abf4d41741a18402fc27f109c142_178)] [added: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_184)] | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#ifda2abf4d41741a18402fc27f109c142_184)] [added: Schedules](#ie3b82f27accc4c8e963987a7f0b1ce9b_190)] | | | [removed: [90](#ifda2abf4d41741a18402fc27f109c142_184)] [added: [89](#ie3b82f27accc4c8e963987a7f0b1ce9b_190)] | | |

| | | | [PART I](#ie3b82f27accc4c8e963987a7f0b1ce9b_16) | | | | | |

| 1 | | | [Business](#ie3b82f27accc4c8e963987a7f0b1ce9b_19) | | | [3](#ie3b82f27accc4c8e963987a7f0b1ce9b_19) | | |

| 2 | | | [Properties](#ie3b82f27accc4c8e963987a7f0b1ce9b_31) | | | [37](#ie3b82f27accc4c8e963987a7f0b1ce9b_31) | | |

| | | | [PART II](#ie3b82f27accc4c8e963987a7f0b1ce9b_40) | | | | | |

| 6 | | | [\[Reserved\]](#ie3b82f27accc4c8e963987a7f0b1ce9b_46) | | | [39](#ie3b82f27accc4c8e963987a7f0b1ce9b_46) | | |

| | | | [PART III](#ie3b82f27accc4c8e963987a7f0b1ce9b_169) | | | | | |

| 11 | | | [Executive Compensation](#ie3b82f27accc4c8e963987a7f0b1ce9b_175) | | | [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_175) | | |

| | | | [PART IV](#ie3b82f27accc4c8e963987a7f0b1ce9b_187) | | | | | |

| | | | [EXHIBIT INDEX](#ie3b82f27accc4c8e963987a7f0b1ce9b_193) | | | [90](#ie3b82f27accc4c8e963987a7f0b1ce9b_193) | | |

| | | | [SIGNATURES](#ie3b82f27accc4c8e963987a7f0b1ce9b_196) | | | [99](#ie3b82f27accc4c8e963987a7f0b1ce9b_196) | | |

| | | | [PART I](#ifda2abf4d41741a18402fc27f109c142_16) | | | | | |

| 1 | | | [Business](#ifda2abf4d41741a18402fc27f109c142_19) | | | [3](#ifda2abf4d41741a18402fc27f109c142_19) | | |

| 2 | | | [Properties](#ifda2abf4d41741a18402fc27f109c142_28) | | | [36](#ifda2abf4d41741a18402fc27f109c142_28) | | |

| | | | [PART II](#ifda2abf4d41741a18402fc27f109c142_37) | | | | | |

| 6 | | | [\[Reserved\]](#ifda2abf4d41741a18402fc27f109c142_43) | | | [38](#ifda2abf4d41741a18402fc27f109c142_43) | | |

| | | | [PART III](#ifda2abf4d41741a18402fc27f109c142_163) | | | | | |

| 11 | | | [Executive Compensation](#ifda2abf4d41741a18402fc27f109c142_169) | | | [89](#ifda2abf4d41741a18402fc27f109c142_169) | | |

| | | | [PART IV](#ifda2abf4d41741a18402fc27f109c142_181) | | | | | |

| | | | [EXHIBIT INDEX](#ifda2abf4d41741a18402fc27f109c142_187) | | | [91](#ifda2abf4d41741a18402fc27f109c142_187) | | |

| | | | [SIGNATURES](#ifda2abf4d41741a18402fc27f109c142_190) | | | [98](#ifda2abf4d41741a18402fc27f109c142_190) | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

Our material manufacturing, product development and marketing and administrative facilities at June [removed: 28, 2024] [added: 27, 2025] are as follows:

| California | | | | | | Leased | | | | | | [removed: 575,000] [added: 650,000] | | | | | | Product development, marketing and administrative and operational offices | | |

| Woodlands | | | | | | Owned/Leased (1) | | | | | | [removed: 1,511,000] [added: 1,543,000] | | | | | | Manufacture of media, administrative and operational offices | | |

As of June [removed: 28, 2024,] [added: 27, 2025,] we owned or leased a total of approximately [removed: 9.6] [added: 9.7] million square feet of space worldwide.

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

Our ordinary shares trade on the NASDAQ Global Select Market under the symbol [removed: “STX.”][added: “STX”.]

As of July [removed: 30, 2024,] [added: 29, 2025,] there were approximately [removed: 467] [added: 447] holders of record of our ordinary shares.

We did not sell any of our equity securities during fiscal year [removed: 2024] [added: 2025] that were not registered under the Securities Act of 1933, as amended.

The performance graph below shows the cumulative total shareholder return on our ordinary shares for the period from [removed: June 28, 2019] [added: July 3, 2020] to June [removed: 28, 2024.][added: 27, 2025.]

The graph assumes that on [removed: June 28, 2019,] [added: July 3, 2020,] $100 was invested in our ordinary shares and $100 was invested in each of the other two indices, with dividends reinvested on the date of payment without payment of any commissions.

[removed: ][added: ]

| | | | [removed: | | |] [added: 7/3/2020] | | | [removed: 6/28/2019] | | | [added: 7/2/2021] | | | [removed: 7/3/2020] | | | [added: 7/1/2022] | | | [removed: 7/2/2021] | | | [added: 6/30/2023] | | | [removed: 7/1/2022] | | | [added: 6/28/2024] | | | [removed: 6/30/2023] | | | [removed: 6/28/2024] [added: 6/27/2025] | | |

As of June [removed: 28, 2024, $1.9] [added: 27, 2025, $5.0] billion remained available for repurchase under the existing repurchase authorization limit authorized by our Board of Directors.

The following table sets forth information with respect to all repurchases of our ordinary shares made during the fiscal year ended June [removed: 28, 2024,] [added: 27, 2025,] including statutory tax withholdings related to vesting of employee equity awards (in millions, except average price paid per share):

| Period | | | | | | Total Number of Shares Repurchased (1) | | | | | | Average Price Paid per Share (1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [added: (2)] | | |

| 1st Quarter through 3rd Quarter of Fiscal Year [removed: 2024] [added: 2025] | | | | | | [removed: 1] [added: 0.4] | | | | | | [removed: —] [added: 100.62] | | | | | | [removed: 1] [added: 0.4] | | | | | | | | | | | | $ | [removed: 1,891] [added: 1,840] | |

| March [removed: 30, 2024] [added: 29, 2025] through April [removed: 26, 2024] [added: 25, 2025] | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | [removed: 1,891] [added: 1,840] | | |

| April [removed: 27, 2024] [added: 26, 2025] through May [removed: 31, 2024] [added: 23, 2025] | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | [removed: 1,890] [added: 5,000] | | |

| Through 4th Quarter of Fiscal Year [removed: 2024] [added: 2025] | | | | | | [removed: 1] [added: 0.5] | | | | | | | | | | | | [removed: 1] [added: 0.5] | | | | | | | | | | | | $ | [removed: 1,883] [added: 4,991] | |

(1) For the fiscal year [removed: 2024,] [added: 2025,] the total number of shares repurchased is approximately [removed: 1] [added: 0.5] million, primarily related to the tax withholding from the vesting of restricted stock units.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Seagate Technology Holdings plc | | | $ | 100.00 | | | | | $ | 191.51 | | | | | $ | 156.97 | | | | | $ | 147.42 | | | | | $ | 254.60 | | | | | $ | 358.36 | |

| S&P 500 | | | 100.00 | | | | | | 140.79 | | | | | | 125.85 | | | | | | 150.51 | | | | | | 187.47 | | | | | | 215.89 | | |

| Dow Jones U.S. Computer Hardware | | | 100.00 | | | | | | 152.57 | | | | | | 152.21 | | | | | | 214.14 | | | | | | 240.11 | | | | | | 233.35 | | |

| May 24, 2025 through June 27, 2025 | | | | | | 0.1 | | | | | | 129.25 | | | | | | 0.1 | | | | | | | | | | | | 4,991 | | |

(2) The Company’s Board of Directors increased the authorization for the repurchase of its outstanding shares to $5 billion on May 21, 2025.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Seagate Technology Holdings plc | | | | | | | | | $ | 100.00 | | | | | $ | 105.72 | | | | | $ | 202.47 | | | | | $ | 165.96 | | | | | $ | 155.86 | | $ | 269.17 | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 107.51 | | | | | | 151.36 | | | | | | 135.29 | | | | | | 161.80 | | | 201.54 | | |

| Dow Jones U.S. Computer Hardware | | | | | | | | | 100.00 | | | | | | 172.98 | | | | | | 263.92 | | | | | | 263.30 | | | | | | 370.43 | | | 415.35 | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| June 1, 2024 through June 28, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,883 | | |

| [Consolidated Balance [removed: Sheets](#ifda2abf4d41741a18402fc27f109c142_64)] [added: Sheets](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] | | | | | | | | | | | | [removed: [50](#ifda2abf4d41741a18402fc27f109c142_64)] [added: [51](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] | | |

| [Consolidated Statements of [removed: Operations](#ifda2abf4d41741a18402fc27f109c142_67)] [added: Operations](#ie3b82f27accc4c8e963987a7f0b1ce9b_70)] | | | | | | | | | | | | [removed: [51](#ifda2abf4d41741a18402fc27f109c142_67)] [added: [52](#ie3b82f27accc4c8e963987a7f0b1ce9b_70)] | | |

| [Consolidated Statements of [removed: Comprehensive](#ifda2abf4d41741a18402fc27f109c142_70) [](#ifda2abf4d41741a18402fc27f109c142_70)[Income](#ifda2abf4d41741a18402fc27f109c142_70) [(](#ifda2abf4d41741a18402fc27f109c142_70)[L](#ifda2abf4d41741a18402fc27f109c142_70)[o](#ifda2abf4d41741a18402fc27f109c142_70)[s](#ifda2abf4d41741a18402fc27f109c142_70)[s](#ifda2abf4d41741a18402fc27f109c142_70)[)](#ifda2abf4d41741a18402fc27f109c142_70)] [added: Comprehensive Income (Loss)](#ie3b82f27accc4c8e963987a7f0b1ce9b_73)] | | | | | | | | | | | | [removed: [52](#ifda2abf4d41741a18402fc27f109c142_70)] [added: [53](#ie3b82f27accc4c8e963987a7f0b1ce9b_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ifda2abf4d41741a18402fc27f109c142_73)] [added: Flows](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] | | | | | | | | | | | | [removed: [53](#ifda2abf4d41741a18402fc27f109c142_73)] [added: [54](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] | | |

[removed: | [Consolidated Statements of Shareholders’ (Deficit) Equity](#ifda2abf4d41741a18402fc27f109c142_76) | | | | | | | | | | | | [54](#ifda2abf4d41741a18402fc27f109c142_76) | | |][added: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT]

| [Notes to Consolidated Financial [removed: Statements](#ifda2abf4d41741a18402fc27f109c142_79)] [added: Statements](#ie3b82f27accc4c8e963987a7f0b1ce9b_82)] | | | | | | | | | | | | | | |

| | | | [Note [removed: 1.](#ifda2abf4d41741a18402fc27f109c142_82)] [added: 1.](#ie3b82f27accc4c8e963987a7f0b1ce9b_85)] [Basis of Presentation and Summary of Significant Accounting [removed: Policies](#ifda2abf4d41741a18402fc27f109c142_82)] [added: Policies](#ie3b82f27accc4c8e963987a7f0b1ce9b_85)] | | | | | | | | | [removed: [55](#ifda2abf4d41741a18402fc27f109c142_82)] [added: [56](#ie3b82f27accc4c8e963987a7f0b1ce9b_85)] | | |

| | | | [Note [removed: 2.](#ifda2abf4d41741a18402fc27f109c142_85)] [added: 2.](#ie3b82f27accc4c8e963987a7f0b1ce9b_88)] [Balance Sheet [removed: Information](#ifda2abf4d41741a18402fc27f109c142_85)] [added: Information](#ie3b82f27accc4c8e963987a7f0b1ce9b_88)] | | | | | | | | | [removed: [60](#ifda2abf4d41741a18402fc27f109c142_85)] [added: [61](#ie3b82f27accc4c8e963987a7f0b1ce9b_88)] | | |

| | | | [Note [removed: 3.](#ifda2abf4d41741a18402fc27f109c142_91)] [added: 3.](#ie3b82f27accc4c8e963987a7f0b1ce9b_94)] [Goodwill and Other Intangible [removed: Assets](#ifda2abf4d41741a18402fc27f109c142_91)] [added: Assets](#ie3b82f27accc4c8e963987a7f0b1ce9b_94)] | | | | | | | | | [removed: [62](#ifda2abf4d41741a18402fc27f109c142_91)] [added: [63](#ie3b82f27accc4c8e963987a7f0b1ce9b_94)] | | |

| | | | [Note 4. [removed: Debt](#ifda2abf4d41741a18402fc27f109c142_94)] [added: Debt](#ie3b82f27accc4c8e963987a7f0b1ce9b_97)] | | | | | | | | | [removed: [63](#ifda2abf4d41741a18402fc27f109c142_94)] [added: [64](#ie3b82f27accc4c8e963987a7f0b1ce9b_97)] | | |

| | | | [Note [removed: 5.](#ifda2abf4d41741a18402fc27f109c142_97)] [added: 5.](#ie3b82f27accc4c8e963987a7f0b1ce9b_100)] [Income [removed: Taxes](#ifda2abf4d41741a18402fc27f109c142_97)] [added: Taxes](#ie3b82f27accc4c8e963987a7f0b1ce9b_100)] | | | | | | | | | [removed: [65](#ifda2abf4d41741a18402fc27f109c142_97)] [added: [68](#ie3b82f27accc4c8e963987a7f0b1ce9b_100)] | | |

| | | | [Note [removed: 7.](#ifda2abf4d41741a18402fc27f109c142_103)] [added: 7.](#ie3b82f27accc4c8e963987a7f0b1ce9b_106)] [Restructuring and Other, [removed: Net](#ifda2abf4d41741a18402fc27f109c142_103)] [added: Net](#ie3b82f27accc4c8e963987a7f0b1ce9b_106)] | | | | | | | | | [removed: [69](#ifda2abf4d41741a18402fc27f109c142_103)] [added: [72](#ie3b82f27accc4c8e963987a7f0b1ce9b_106)] | | |

| | | | [removed: [Note 9.](#ifda2abf4d41741a18402fc27f109c142_109)] [added: [Note](#ie3b82f27accc4c8e963987a7f0b1ce9b_112) [8](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)] [Fair [removed: Value](#ifda2abf4d41741a18402fc27f109c142_109)] [added: Value](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)] | | | | | | | | | [removed: [72](#ifda2abf4d41741a18402fc27f109c142_109)] [added: [72](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)] | | |

| | | | [Note [removed: 11.](#ifda2abf4d41741a18402fc27f109c142_118)] [added: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)[0](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)] [Share-Based [removed: Compensation](#ifda2abf4d41741a18402fc27f109c142_118)] [added: Compensation](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)] | | | | | | | | | [removed: [75](#ifda2abf4d41741a18402fc27f109c142_118)] [added: [75](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)] | | |

| | | | [Note [removed: 13.](#ifda2abf4d41741a18402fc27f109c142_124) [Earnings](#ifda2abf4d41741a18402fc27f109c142_124) [(Loss)](#ifda2abf4d41741a18402fc27f109c142_124) [Per Share](#ifda2abf4d41741a18402fc27f109c142_124)] [added: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)[2](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_127) [Earnings (Loss) Per Share](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)] | | | | | | | | | [removed: [78](#ifda2abf4d41741a18402fc27f109c142_124)] [added: [78](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)] | | |

| | | | [Note [removed: 14.](#ifda2abf4d41741a18402fc27f109c142_130)] [added: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)[3](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)] [Legal, Environmental and Other [removed: Contingencies](#ifda2abf4d41741a18402fc27f109c142_130)] [added: Contingencies](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)] | | | | | | | | | [removed: [78](#ifda2abf4d41741a18402fc27f109c142_130)] [added: [79](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)] | | |

[removed: | | | | [Note 16.](#ifda2abf4d41741a18402fc27f109c142_136) [Business] [added: Business] Segment and Geographic [removed: Information](#ifda2abf4d41741a18402fc27f109c142_136) | | | | | | | | | [81](#ifda2abf4d41741a18402fc27f109c142_136) | | |][added: Information”.*]

| [Report of Independent Registered Public Accounting [removed: Firm](#ifda2abf4d41741a18402fc27f109c142_145)] [added: Firm](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] (PCAOB ID: 42) | | | | | | | | | | | | [removed: [84](#ifda2abf4d41741a18402fc27f109c142_145)] [added: [83](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] | | |

[removed: (In] [added: | (In] millions, except [removed: share and] per share [removed: data)][added: data) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | | | | | June 30, 2023 | | |]

| | | | June [added: 27, 2025 | | | | | | June] 28, 2024 | | | | | | June 30, 2023 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [added: 891 | | | | | $ |] 1,358 | | | | | $ | 786 | | [added: | | | | | |]

| Accounts receivable, net | | | [removed: 429] [added: 959] | | | | | | [removed: 621] [added: 429] | | |

| Inventories, net | | | [removed: 1,239] [added: 1,440] | | | | | | [removed: 1,140] [added: 1,239] | | |

| Other current assets | | | [removed: 306] [added: 363] | | | | | | [removed: 358] [added: 306] | | |

| Total current assets | | | [removed: 3,332] [added: 3,653] | | | | | | [removed: 2,905] [added: 3,332] | | |

| Property, equipment and leasehold improvements, net | | | [removed: 1,614] [added: 1,657] | | | | | | [removed: 1,706] [added: 1,614] | | |

| Goodwill | | | [removed: 1,219] [added: 1,221] | | | | | | [removed: 1,237] [added: 1,219] | | |

| Deferred income taxes | | | [removed: 1,037] [added: 1,066] | | | | | | [removed: 1,117] [added: 1,037] | | |

| Other assets, net | | | [removed: 537] [added: 426] | | | | | | [removed: 591] [added: 537] | | |

| Total Assets | | | $ | [removed: 7,739] [added: 8,023] | | | | | $ | [removed: 7,556] [added: 7,739] | |

| Accounts payable | | | $ | [removed: 1,786] [added: 1,604] | | | | | $ | [removed: 1,603] [added: 1,786] | |

| Accrued employee compensation | | | [removed: 106] [added: 352] | | | | | | [removed: 100] [added: 106] | | |

| Accrued warranty | | | [removed: 74] [added: 60] | | | | | | [removed: 78] [added: 74] | | |

| Current portion of long-term debt | | | [removed: 479] [added: —] | | | | | | [removed: 63] [added: 479] | | |

| Accrued expenses | | | [removed: 654] [added: 632] | | | | | | [removed: 748] [added: 654] | | |

| Total current liabilities | | | [removed: 3,099] [added: 2,648] | | | | | | [removed: 2,592] [added: 3,099] | | |

| Long-term accrued warranty | | | [removed: 75] [added: 77] | | | | | | [removed: 90] [added: 75] | | |

| Other non-current liabilities | | | [removed: 861] [added: 756] | | | | | | [removed: 685] [added: 861] | | |

| Long-term debt, less current portion | | | [removed: 5,195] [added: 4,995] | | | | | | [removed: 5,388] [added: 5,195] | | |

| Total Liabilities | | | [removed: 9,230] [added: 8,476] | | | | | | [removed: 8,755] [added: 9,230] | | |

| | | | [Note 6.](#ie3b82f27accc4c8e963987a7f0b1ce9b_103) [Leases](#ie3b82f27accc4c8e963987a7f0b1ce9b_103) | | | | | | | | | [71](#ie3b82f27accc4c8e963987a7f0b1ce9b_103) | | |

| | | | [Note](#ie3b82f27accc4c8e963987a7f0b1ce9b_118) [9](#ie3b82f27accc4c8e963987a7f0b1ce9b_118)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_118) [Shareholders’ Deficit](#ie3b82f27accc4c8e963987a7f0b1ce9b_118) | | | | | | | | | [75](#ie3b82f27accc4c8e963987a7f0b1ce9b_118) | | |

| | | | [Note 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_124)[1](#ie3b82f27accc4c8e963987a7f0b1ce9b_124)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_124) [Guarantees](#ie3b82f27accc4c8e963987a7f0b1ce9b_124) | | | | | | | | | [77](#ie3b82f27accc4c8e963987a7f0b1ce9b_124) | | |

| | | | [Note 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_136)[4](#ie3b82f27accc4c8e963987a7f0b1ce9b_136)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_136) [Commitments](#ie3b82f27accc4c8e963987a7f0b1ce9b_136) | | | | | | | | | [80](#ie3b82f27accc4c8e963987a7f0b1ce9b_136) | | |

| | | | [Note 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_139)[5](#ie3b82f27accc4c8e963987a7f0b1ce9b_139)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_139) [Business Segment and Geographic Information](#ie3b82f27accc4c8e963987a7f0b1ce9b_139) | | | | | | | | | [80](#ie3b82f27accc4c8e963987a7f0b1ce9b_139) | | |

| | | | [Note 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_142)[6](#ie3b82f27accc4c8e963987a7f0b1ce9b_142)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_142) [Revenue](#ie3b82f27accc4c8e963987a7f0b1ce9b_142) | | | | | | | | | [81](#ie3b82f27accc4c8e963987a7f0b1ce9b_142) | | |

| | | | [Note 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[7](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_145) [Acq](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[uisitio](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[n](#ie3b82f27accc4c8e963987a7f0b1ce9b_145) [and Divestiture](#ie3b82f27accc4c8e963987a7f0b1ce9b_145) | | | | | | | | | [82](#ie3b82f27accc4c8e963987a7f0b1ce9b_145) | | |

| | | | [Note 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[8](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_145) [Subsequent Event](#ie3b82f27accc4c8e963987a7f0b1ce9b_148) | | | | | | | | | [82](#ie3b82f27accc4c8e963987a7f0b1ce9b_148) | | |

(In millions)

| Net income (loss) | | | $ | 1,469 | | | | | $ | 335 | | | | | $ | (529) | |

| Cash used in acquisition of businesses, net of cash acquired | | | (88) | | | | | | — | | | | | | — | | |

| Balance at June 27, 2025 | | | | | | 213 | | | | | | $ | — | | | | | $ | 7,706 | | | | | $ | (8) | | | | | $ | (8,151) | | | | | $ | (453) | |

*Business Combinations.* The Company includes the results of operations of acquired businesses in the Company's consolidated results prospectively from the date of acquisition.

The Company allocates the fair value of purchase consideration to the assets acquired including existing technology, liabilities assumed, and non-controlling interests, if any, in the acquired entity based on their fair values at the acquisition date.

The excess of the fair value of purchase consideration over the fair value of the assets acquired, liabilities assumed and non-controlling interests in the acquired entity is recorded as goodwill.

The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

Acquisition-related expenses, post-acquisition integration and restructuring costs are recognized separately from the business combination and are expensed as incurred.

Government incentives, primarily cash grants, are recognized when there is reasonable assurance that the incentives will be received and the Company will comply with the conditions specified in the agreement.

Operating-related incentives are offset against the related expense in the period the expense is incurred.

Capital-related incentives are recognized as a reduction in the carrying amounts of the related Property, equipment and leasehold improvements, net within the Company’s Consolidated Balance Sheets and result in a reduction to depreciation expense over the useful lives of the assets.

Government incentives received prior to being earned are recognized in current or non-current deferred income within Accrued expenses and Non-current liabilities, whereas government incentives earned prior to being received are recognized in current or non-current receivables within Other current assets or Other asset, net, respectively, in the Company's Consolidated Balance Sheets.

Cash received from government incentives related to operating expenses is included as an operating activity in the Statements of Cash Flows, whereas cash received from incentives related to the acquisition of property, equipment and leasehold improvements, net is included as an investing activity.

Incentives received from governments are subject to various confidentiality provisions.

In general, they are related to manufacturing of HDDs, enhancing centers of excellence, product development and innovation capabilities.

These incentives have initial terms ranging from 1 to 5 years.

If conditions are not satisfied, the incentives are subject to reduction, recapture or termination.

In fiscal year 2025, approximately $38 million, $12 million and $5 million of operating grants were recognized as reductions to Cost of revenue, Product development and Marketing and administrative, respectively, in the Consolidated Statements of Operations.

Capital-related incentives reduced gross property, plant and equipment by $45 million as of June 27, 2025 and the reduction to depreciation expense was not material.

As of June 27, 2025, the grant receivables of $89 million were reflected within Other current assets in the Company's Consolidated Balance Sheets.

The Company adopted the disclosure requirement during the first quarter of fiscal year 2025.

In November 2024, the FASB issued ASU 2024-03 (ASC Subtopic 220-40), *Disaggregation of Income Statement Expenses.* The Company is required to disclose, in the notes to the financial statements, specified information about certain costs and expenses.

The Company is required to adopt this guidance for its annual reporting in fiscal year 2028, and for interim period reporting beginning the first quarter of fiscal year 2029 on either a prospective or retrospective basis.

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | |

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | |

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | |

| (Dollars in millions) | | | | | | June 27, 2025 | | | | | | June 28, 2024 | | |

Supplier Financing Arrangements

The Company facilitates the opportunity for suppliers to participate in a voluntary supply chain financing ("SCF") program with third-party financial institutions.

This SCF program does not result in changes to the Company's contractual payment terms with the suppliers regardless of program participation.

At the suppliers' election, they can receive payment of the Company's obligations prior to the scheduled due dates, at a discount price to the third-party financial institution.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [Note 6.](#ifda2abf4d41741a18402fc27f109c142_100) [Leases](#ifda2abf4d41741a18402fc27f109c142_100) | | | | | | | | | [68](#ifda2abf4d41741a18402fc27f109c142_100) | | |

| | | | [Note 8.](#ifda2abf4d41741a18402fc27f109c142_106) [Derivative Financial Instruments](#ifda2abf4d41741a18402fc27f109c142_106) | | | | | | | | | [70](#ifda2abf4d41741a18402fc27f109c142_106) | | |

| | | | [Note 10.](#ifda2abf4d41741a18402fc27f109c142_115) [Shareholders’](#ifda2abf4d41741a18402fc27f109c142_115) [Deficit](#ifda2abf4d41741a18402fc27f109c142_115) | | | | | | | | | [75](#ifda2abf4d41741a18402fc27f109c142_115) | | |

| | | | [Note 12.](#ifda2abf4d41741a18402fc27f109c142_121) [Guarantees](#ifda2abf4d41741a18402fc27f109c142_121) | | | | | | | | | [77](#ifda2abf4d41741a18402fc27f109c142_121) | | |

| | | | [Note 15.](#ifda2abf4d41741a18402fc27f109c142_133) [Commitments](#ifda2abf4d41741a18402fc27f109c142_133) | | | | | | | | | [81](#ifda2abf4d41741a18402fc27f109c142_133) | | |

| | | | [Note 17.](#ifda2abf4d41741a18402fc27f109c142_139) [Revenue](#ifda2abf4d41741a18402fc27f109c142_139) | | | | | | | | | [82](#ifda2abf4d41741a18402fc27f109c142_139) | | |

| | | | [Note 18. Divestiture](#ifda2abf4d41741a18402fc27f109c142_142) | | | | | | | | | [83](#ifda2abf4d41741a18402fc27f109c142_142) | | |

| | | | [Note 1](#ifda2abf4d41741a18402fc27f109c142_142)[9](#ifda2abf4d41741a18402fc27f109c142_142)[.](#ifda2abf4d41741a18402fc27f109c142_142) [Subsequent Event](#ifda2abf4d41741a18402fc27f109c142_1523) | | | | | | | | | [83](#ifda2abf4d41741a18402fc27f109c142_1523) | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at July 2, 2021 | | | | | | 227 | | | | | | $ | — | | | | | $ | 6,977 | | | | | $ | (41) | | | | | $ | (6,305) | | | | | $ | 631 | |

| Repurchases of ordinary shares | | | | | | (20) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,806) | | | | | | (1,806) | | |

*Allowance for expected credit loss.* The Company maintains an allowance for expected credit loss relating to its accounts receivable based upon expected collectability.

This reserve is established based upon historical trends, global macroeconomic conditions, reasonable and supportable forecasts of future conditions and an analysis of specific exposures.

The provision for expected credit loss is recorded as a charge to Marketing and administrative expense in the Company’s Consolidated Statements of Operations.

The

*Assets Held for Sale.* The Company classifies its long-lived assets to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell.

Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met.

Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale.

Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset.

The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.

*Derivative Financial Instruments.* The Company records all derivatives on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships.

Foreign currency forward exchange contracts are used to economically hedge the foreign currency exposure on forecasted expenditures in currencies other than U.S. dollar.

The Company also enters into foreign currency forward contracts with contractual maturities of less than one month, which are designed to mitigate the effect of changes in foreign exchange rates on monetary assets and liabilities.

The Company determines the fair value of these instruments by considering the estimated amount it would pay or receive to terminate these agreements at the reporting date.

The changes in the fair value of highly effective designated cash flow hedges are recorded in Accumulated Other Comprehensive Income (“AOCI”) until the hedged item is recognized in earnings.

The Company excludes the change in forward points from the assessment of hedge effectiveness and recognizes the excluded component in Other, net in the Consolidated Statements of Operations.

The Company de-designates its cash flow hedges when the forecasted hedged transactions affect earnings or it is probable the forecasted hedged transactions will not occur in the initially identified time period.

At such time, the associated gains and losses deferred in AOCI on the Company’s Consolidated Balance Sheets are reclassified into earnings and any subsequent changes in the fair value of such derivative instruments are

immediately reflected in earnings.

The Company recognizes the unrealized gains and losses due to the changes in the fair value of derivatives that are not designated as hedging instruments or are not assessed to be highly effective in Other, net in the Consolidated Statements of Operations.

The Company recognizes gains and losses from foreign currency forward exchange contracts within Other non-cash operating activities in the Consolidated Statements of Cash Flows.

The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period.

Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period.

Gains and losses from these translations are recognized in foreign currency translation included in Accumulated other comprehensive income, which is a component of Shareholders’ Deficit.

The Company also received advanced cash grants of $13 million, which were reflected within Accrued expenses in the Company's Consolidated Balance Sheets as of June 30, 2023.

the Company's results of operations.

The Company adopted this guidance during the first quarter of fiscal year 2024, except for the disclosure on rollforward information which will be adopted in fiscal year 2025, in line with the effective adoption date prescribed by the FASB.

Our chief executive officer and our chief financial officer have concluded, based on the evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) by our management, with the participation of our chief executive officer and our chief financial officer, that our disclosure controls and procedures were effective as of June [removed: 28, 2024.][added: 27, 2025.]

Based on our evaluation under the 2013 framework in *Internal Control—Integrated Framework*, our management has concluded that our internal control over financial reporting was effective as of June [removed: 28, 2024.][added: 27, 2025.]

The effectiveness of our internal control over financial reporting as of June [removed: 28, 2024] [added: 27, 2025] has been audited by Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, as stated in their report that is included herein.

An evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June [removed: 28, 2024.][added: 27, 2025.]

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

The table below summarizes the material terms of trading arrangements adopted by any of our executive officers or directors during the fiscal quarter ended June [removed: 28, 2024.][added: 27, 2025.]

| Dr. John C. Morris | | | Senior Vice President and Chief Technology Officer | | | June 1, 2025 | | | April 20, 2026 | | | 18,581 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| Dr. William D. Mosley | | | Chief Executive Officer and Director | | | May 6, 2024 | | | April 30, 2025 | | | 476,132 | | |

| Gianluca Romano | | | Executive Vice President and Chief Financial Officer | | | May 1, 2024 | | | December 31, 2024 | | | 25,760 | | |

| Yolanda Conyers | | | Director | | | June 5, 2024 | | | September 30, 2025 | | | 3,750 | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| [Consolidated Balance [removed: Sheets](#ifda2abf4d41741a18402fc27f109c142_64)] [added: Sheets](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] | | | [removed: [50](#ifda2abf4d41741a18402fc27f109c142_64)] [added: [51](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] | | |

| [Consolidated Statements of [removed: Operations](#ifda2abf4d41741a18402fc27f109c142_67)] [added: Operations](#ie3b82f27accc4c8e963987a7f0b1ce9b_70)] | | | [removed: [51](#ifda2abf4d41741a18402fc27f109c142_67)] [added: [52](#ie3b82f27accc4c8e963987a7f0b1ce9b_70)] | | |

| [Consolidated Statements of [removed: Comprehensiv](#ifda2abf4d41741a18402fc27f109c142_70)[e](#ifda2abf4d41741a18402fc27f109c142_70) [Income](#ifda2abf4d41741a18402fc27f109c142_70) [(Loss)](#ifda2abf4d41741a18402fc27f109c142_70)] [added: Comprehensive Income (Loss)](#ie3b82f27accc4c8e963987a7f0b1ce9b_73)] | | | [removed: [52](#ifda2abf4d41741a18402fc27f109c142_70)] [added: [53](#ie3b82f27accc4c8e963987a7f0b1ce9b_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ifda2abf4d41741a18402fc27f109c142_73)] [added: Flows](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] | | | [removed: [53](#ifda2abf4d41741a18402fc27f109c142_73)] [added: [54](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] | | |

| [Consolidated Statements of [removed: Shareholders'](#ifda2abf4d41741a18402fc27f109c142_76) [](#ifda2abf4d41741a18402fc27f109c142_76)[(](#ifda2abf4d41741a18402fc27f109c142_76)[Deficit)](#ifda2abf4d41741a18402fc27f109c142_76) [Equ](#ifda2abf4d41741a18402fc27f109c142_76)[ity](#ifda2abf4d41741a18402fc27f109c142_76)] [added: Shareholders' (Deficit) Equity](#ie3b82f27accc4c8e963987a7f0b1ce9b_79)] | | | [removed: [54](#ifda2abf4d41741a18402fc27f109c142_76)] [added: [55](#ie3b82f27accc4c8e963987a7f0b1ce9b_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ifda2abf4d41741a18402fc27f109c142_79)] [added: Statements](#ie3b82f27accc4c8e963987a7f0b1ce9b_82)] | | | [removed: [55](#ifda2abf4d41741a18402fc27f109c142_79)] [added: [56](#ie3b82f27accc4c8e963987a7f0b1ce9b_82)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ifda2abf4d41741a18402fc27f109c142_145)] [added: Firm](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] | | | [removed: [84](#ifda2abf4d41741a18402fc27f109c142_145)] [added: [83](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] | | |

| 2.2 | | | | | | [Asset Purchase Agreement, dated as of April 23, 2024, by and among Seagate Technology Holdings Public Limited Company, Seagate Technology LLC, Seagate Technology HDD (India) Private Limited, Seagate Singapore International Headquarters Pte. Ltd., and Avago Technologies International Sales Pte. [removed: Limited.](https://www.sec.gov/Archives/edgar/data/1137789/000113778924000034/exhibit21_silverxassetpurc.htm)] [added: Limited](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001137789/000113778924000034/stx-20240329.htm)] | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 2.1 | | | | | | [removed: 4/26/2024] [added: 4/24/2024] | | | | | | | | |

| 4.3 | | | | | | [Indenture for the [removed: 2025] [added: 2034] Notes dated as of [removed: May 28,] [added: December 2,] 2014, among Seagate HDD Cayman, as [removed: Issuer,] [added: issuer,] Seagate Technology plc, as [removed: Guarantor] [added: guarantor] and U.S. Bank National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 5/28/2014] [added: 12/2/2014] | | | | | | | | |

| 4.3(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2025] [added: 2034] Notes dated [removed: May 28,] [added: 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 [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex104.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex105.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.4] [added: 10.5] | | | | | | 5/19/2021 | | | | | | | | |

| 4.4 | | | | | | [Form of [removed: 4.75%] [added: 5.75%] Senior Note due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d1.htm)] [added: 2034](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | [removed: 5/28/2014] [added: 12/2/2014] | | | | | | | | |

| 4.5 | | | | | | [Registration Rights Agreement dated as of [removed: May 28,] [added: December 2,] 2014, among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465914041862/a14-13701_1ex4d3.htm).] [added: LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d3.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 5/28/2014] [added: 12/2/2014] | | | | | | | | |

| [removed: 4.6] [added: 4.9] | | | | | | [Indenture for the [removed: 2034] [added: June 2029] Notes dated as of [removed: December 2, 2014,] [added: June 18, 2020] among Seagate HDD Cayman, as [removed: issuer,] [added: Issuer,] Seagate Technology plc, as [removed: guarantor] [added: Guarantor] and [removed: U.S. Bank] [added: Wells Fargo Bank,] National Association, as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 12/2/2014] [added: 6/18/2020] | | | | | | | | |

| 4.6(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2034] [added: January 2031] Notes dated [removed: December 2, 2014,] [added: June 10, 2020,] by and among Seagate Technology Holdings public limited company, Seagate Technology public limited company, Seagate HDD Cayman and [removed: U.S. Bank] [added: Wells Fargo Bank,] National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex105.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex109.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.5] [added: 10.9] | | | | | | 5/19/2021 | | | | | | | | |

| 4.7 | | | | | | [Form of [removed: 5.75%] [added: 4.125%] Senior Note due [removed: 2034](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d1.htm)] [added: January 2031](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | [removed: 12/2/2014] [added: 6/11/2020] | | | | | | | | |

| 4.8 | | | | | | [Registration Rights Agreement [added: for January 2031 Notes] dated as of [removed: December 2, 2014,] [added: June 10, 2020] among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000110465914084370/a14-25451_1ex4d3.htm)] [added: LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 12/2/2014] [added: 6/11/2020] | | | | | | | | |

| [removed: 4.9] [added: 4.60] | | | | | | [Indenture for the [removed: 2027] [added: January 2031] Notes dated as of [removed: May 14, 2015,] [added: June 10, 2020] among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as [removed: Guarantor,] [added: Guarantor] and Wells Fargo Bank, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 5/14/2015] [added: 6/11/2020] | | | | | | | | |

| 4.9(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: 2027] [added: June 2029] Notes dated [removed: May 14, 2015,] [added: 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 [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex108.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1010.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.8] [added: 10.10] | | | | | | 5/19/2021 | | | | | | | | |

| 4.10 | | | | | | [Form of [removed: 4.875%] [added: 4.091%] Senior Note due [removed: 2027](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d1.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | [removed: 5/14/2015] [added: 6/18/2020] | | | | | | | | |

| 4.11 | | | | | | [Registration Rights Agreement [added: for June 2029 Notes] dated as of [removed: May 14, 2015] [added: June 18, 2020] among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000110465915038166/a15-11615_1ex4d3.htm)] [added: LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 5/14/2015] [added: 6/18/2020] | | | | | | | | |

| 4.12 | | | | | | [Indenture for the [removed: January 2031] [added: July 2029] Notes dated as of [removed: June 10,] [added: December 8,] 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 6/11/2020] [added: 12/9/2020] | | | | | | | | |

| 4.12(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: January 2031] [added: July 2029] Notes dated [removed: June 10,] [added: 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 [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex109.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1012.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.9] [added: 10.12] | | | | | | 5/19/2021 | | | | | | | | |

| 4.13 | | | | | | [Form of [removed: 4.125%] [added: 3.125%] Senior Note due [removed: January 2031](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm)] [added: July 2029](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | [removed: 6/11/2020] [added: 12/9/2020] | | | | | | | | |

| 4.14 | | | | | | [Registration Rights Agreement for [removed: January 2031] [added: the July 2029] Notes dated as of [removed: June 10,] [added: December 8,] 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex43.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 6/11/2020] [added: 12/9/2020] | | | | | | | | |

| 4.15 | | | | | | [Indenture for the [removed: June 2029] [added: July 2031] Notes dated as of [removed: June 18,] [added: December 8,] 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex44.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.1] [added: 4.4] | | | | | | [removed: 6/18/2020] [added: 12/9/2020] | | | | | | | | |

| 4.15(a) | | | | | | [Supplemental Indenture, dated as of May 18, 2021, to Indenture for the [removed: June 2029] [added: July 2031] Notes dated [removed: June 18,] [added: 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 [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1010.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1011.htm)] | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | [removed: 10.10] [added: 10.11] | | | | | | 5/19/2021 | | | | | | | | |

| [removed: 4.16] [added: 4.22] | | | | | | [Form of [removed: 4.091%] [added: 8.25%] Senior Note due [removed: 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex41.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | [removed: 6/18/2020] [added: 5/30/2023] | | | | | | | | |

| [removed: 4.17] [added: 4.23] | | | | | | [Registration Rights Agreement for [removed: June] [added: the] 2029 [removed: Notes] [added: Notes,] dated as of [removed: June 18, 2020] [added: May 30, 2023,] among Seagate HDD Cayman, Seagate Technology [removed: plc] [added: Holdings plc, Seagate Technology Unlimited Company] and Morgan Stanley & Co. [removed: LLC and BofA Securities Inc.](https://www.sec.gov/Archives/edgar/data/1137789/000119312520172622/d946372dex43.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex43.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | [removed: 6/18/2020] [added: 5/30/2023] | | | | | | | | |

| 4.18 | | | | | | [Indenture for the [removed: July 2029 Notes] [added: New Notes,] dated as of [removed: December 8, 2020] [added: November 30, 2022,] among Seagate HDD Cayman, as Issuer, Seagate Technology [added: Unlimited Company and Seagate Technology Holdings] plc, as [removed: Guarantor] [added: Guarantors,] and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 12/9/2020] [added: 11/30/2022] | | | | | | | | |

| [removed: 4.18(a)] [added: 4.21] | | | | | | [removed: [Supplemental Indenture, dated as of May 18, 2021, to Indenture] [added: [Indenture] for the [removed: July] 2029 [removed: Notes] [added: Notes,] dated [removed: December 8, 2020, by and] [added: as of May 30, 2023,] among Seagate [added: HDD Cayman, as Issuer, Seagate] Technology Holdings [removed: public limited company,] [added: plc and] Seagate Technology [removed: public limited company, Seagate HDD Cayman] [added: Unlimited Company, as Guarantors,] and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1012.htm)] [added: Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex41.htm)] | | | | | | [removed: 8-K12B] [added: 8-K] | | | | | | 001-31560 | | | | | | [removed: 10.12] [added: 4.1] | | | | | | [removed: 5/19/2021] [added: 5/30/2023] | | | | | | | | |

| [removed: 4.19] [added: 4.16] | | | | | | [Form of [removed: 3.125%] [added: 3.375%] Senior Note due [removed: July 2029](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex41.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex44.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.2] [added: 4.5] | | | | | | 12/9/2020 | | | | | | | | |

| [removed: 4.20] [added: 4.17] | | | | | | [Registration Rights Agreement for the July [removed: 2029] [added: 2031] Notes dated as of December 8, 2020 among Seagate HDD Cayman, Seagate Technology plc and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex43.htm)] [added: LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex46.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | [removed: 4.3] [added: 4.6] | | | | | | 12/9/2020 | | | | | | | | |

| [removed: 4.21] [added: 4.24] | | | | | | [Indenture for the [removed: July] 2031 [removed: Notes] [added: Notes,] dated as of [removed: December 8, 2020] [added: May 30, 2023,] among Seagate HDD Cayman, as Issuer, Seagate Technology [removed: plc,] [added: Holdings plc and Seagate Technology Unlimited Company,] as [removed: Guarantor] [added: Guarantors,] and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex44.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex44.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | [removed: 12/9/2020] [added: 5/30/2023] | | | | | | | | |

| [removed: 4.21(a)] [added: 4.27] | | | | | | [removed: [Supplemental Indenture, dated as of May 18, 2021, to Indenture] [added: [Indenture] for the [removed: July 2031 Notes] [added: 2028 Notes,] dated [removed: December 8, 2020, by and] [added: as of September 13, 2023,] among Seagate [added: HDD Cayman, as Issuer, Seagate] Technology Holdings [removed: public limited company,] [added: plc and] Seagate Technology [removed: public limited company, Seagate HDD Cayman] [added: Unlimited Company, as Guarantors,] and [removed: Wells Fargo Bank,] [added: Computershare Trust Company,] National [removed: Association](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex1011.htm)] [added: Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312523234372/d513883dex41.htm)] | | | | | | [removed: 8-K12B] [added: 8-K] | | | | | | 001-31560 | | | | | | [removed: 10.11] [added: 4.1] | | | | | | [removed: 5/19/2021] [added: 9/13/2023] | | | | | | | | |

| [removed: 4.22] [added: 4.25] | | | | | | [Form of [removed: 3.375%] [added: 8.50%] Senior Note due [removed: 2031](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex44.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex44.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.5 | | | | | | [removed: 12/9/2020] [added: 5/30/2023] | | | | | | | | |

| [removed: 4.23] [added: 4.26] | | | | | | [Registration Rights Agreement for the [removed: July] 2031 [removed: Notes] [added: Notes,] dated as of [removed: December 8, 2020] [added: May 30, 2023,] among Seagate HDD Cayman, Seagate Technology [removed: plc] [added: Holdings plc, Seagate Technology Unlimited Company] and Morgan Stanley & Co. [removed: LLC](https://www.sec.gov/Archives/edgar/data/0001137789/000119312520313800/d42750dex46.htm)] [added: LLC.](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000039/stxex46.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | [removed: 12/9/2020] [added: 5/30/2023] | | | | | | | | |

| [removed: 4.24] [added: 4.32] | | | | | | [Indenture for the New [added: 4.091%] Notes, dated as of [removed: November] [added: June] 30, [removed: 2022,] [added: 2025,] among Seagate [added: Data Storage Technology Pte. Ltd., Seagate] HDD Cayman, [removed: as Issuer,] Seagate Technology [removed: Unlimited Company and Seagate Technology] Holdings plc, [removed: as Guarantors,] [added: Seagate Technology Unlimited Company] and Computershare Trust Company, National Association, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex41.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | [removed: 11/30/2022] [added: 6/30/2025] | | | | | | | | |

| [removed: 4.24(a)] [added: 4.18(a)] | | | | | | [Supplemental Indenture, dated as of April 22, 2024, 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](https://www.sec.gov/Archives/edgar/data/1137789/000113778924000068/stx-ex424a_20240628.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-31560] | | | | | | [added: 4.24(a)] | | | | | | [added: 8/2/2024] | | | | | | [removed: X] | | |

| [removed: 4.25] [added: 4.19] | | | | | | [Form of 9.625% Senior Note due 2032](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 11/30/2022 | | | | | | | | |

| [removed: 4.26] [added: 4.20] | | | | | | [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](https://www.sec.gov/Archives/edgar/data/1137789/000119312522295386/d412489dex43.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 11/30/2022 | | | | | | | | |

| 2.3 | | | | | | [First Amendment to Asset Purchase Agreement, dated as of July 25, 2025, by and among Seagate Technology Holdings Public Limited Company, Seagate Technology LLC, Seagate Singapore International Headquarters Pte. Ltd., and Avago Technologies International Sales Pte. Limited](https://www.sec.gov/Archives/edgar/data/1137789/000113778925000157/stx-ex23_20250627.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 4.3(b) | | | | | | [Supplemental Indenture, dated as of June 26, 2025, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and U.S. Bank Trust Company, National Association, as Trustee, relating to Seagate HDD Cayman’s 5.750% Senior Notes due 2034](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex432.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.32 | | | | | | 6/30/2025 | | | | | | | | |

| 4.6(b) | | | | | | [Supplemental Indenture, dated as of June 26, 2025, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee, relating to Seagate HDD Cayman’s 4.125% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex428.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.28 | | | | | | 6/30/2025 | | | | | | | | |

| 4.9(b) | | | | | | [Supplemental Indenture, dated as of June 26, 2025, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee, relating to Seagate HDD Cayman’s 4.091% Senior Notes due 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex425.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.25 | | | | | | 6/30/2025 | | | | | | | | |

| 4.12(b) | | | | | | [Supplemental Indenture, dated as of June 26, 2025, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee, relating to Seagate HDD Cayman’s 3.125% Senior Notes due 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex426.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.26 | | | | | | 6/30/2025 | | | | | | | | |

| 4.15(b) | | | | | | [Supplemental Indenture, dated as of June 26, 2025, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee, relating to Seagate HDD Cayman’s 3.375% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex429.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.29 | | | | | | 6/30/2025 | | | | | | | | |

| 4.18(b) | | | | | | [Supplemental Indenture, dated as of June 26, 2025, among Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee, relating to Seagate HDD Cayman’s 9.625% Senior Notes due 2032](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex431.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.31 | | | | | | 6/30/2025 | | | | | | | | |

| 4.29 | | | | | | [Indenture, dated as of May 27, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525129583/d917432dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 5/28/2025 | | | | | | | | |

| 4.33 | | | | | | [Form of New 4.091% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex42.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 6/30/2025 | | | | | | | | |

| 4.36 | | | | | | [Form of New 3.125% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex44.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.4 | | | | | | 6/30/2025 | | | | | | | | |

| 4.37 | | | | | | [Registration Rights Agreement, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and the dealer managers party thereto, relating to the New 3.125% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex418.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.18 | | | | | | 6/30/2025 | | | | | | | | |

| 4.38 | | | | | | [Indenture for the New 8.250% Notes, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex45.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.5 | | | | | | 6/30/2025 | | | | | | | | |

| 4.39 | | | | | | [Form of New 8.250% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex46.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.6 | | | | | | 6/30/2025 | | | | | | | | |

| 4.40 | | | | | | [Registration Rights Agreement, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and the dealer managers party thereto, relating to the New 8.250% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex419.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.19 | | | | | | 6/30/2025 | | | | | | | | |

| 4.41 | | | | | | [Indenture for the New 4.125% Notes, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex47.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.7 | | | | | | 6/30/2025 | | | | | | | | |

| 4.42 | | | | | | [Form of New 4.125% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex48.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.8 | | | | | | 6/30/2025 | | | | | | | | |

| 4.43 | | | | | | [Registration Rights Agreement, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and the dealer managers party thereto, relating to the New 4.125% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex420.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.20 | | | | | | 6/30/2025 | | | | | | | | |

| 4.44 | | | | | | [Indenture for the New 3.375% Notes, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex49.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.9 | | | | | | 6/30/2025 | | | | | | | | |

| 4.45 | | | | | | [Form of New 3.375% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex410.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.10 | | | | | | 6/30/2025 | | | | | | | | |

| 4.46 | | | | | | [Registration Rights Agreement, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and the dealer managers party thereto, relating to the New 3.375% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex421.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.21 | | | | | | 6/30/2025 | | | | | | | | |

| 4.47 | | | | | | [Indenture for the New 8.500% Notes, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex411.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.11 | | | | | | 6/30/2025 | | | | | | | | |

| 4.48 | | | | | | [Form of New 8.500% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex412.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.12 | | | | | | 6/30/2025 | | | | | | | | |

| 4.49 | | | | | | [Registration Rights Agreement, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and the dealer managers party thereto, relating to the New 8.500% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex422.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.22 | | | | | | 6/30/2025 | | | | | | | | |

| 4.50 | | | | | | [Indenture for the New 9.625% Notes , dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex413.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.13 | | | | | | 6/30/2025 | | | | | | | | |

| 4.51 | | | | | | [Form of New 9.625% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex414.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.14 | | | | | | 6/30/2025 | | | | | | | | |

| 4.52 | | | | | | [Registration Rights Agreement, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and the dealer managers party thereto, relating to the New 9.625% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex423.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.23 | | | | | | 6/30/2025 | | | | | | | | |

| 4.53 | | | | | | [Indenture for the New 5.750% Notes, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and Computershare Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex415.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.15 | | | | | | 6/30/2025 | | | | | | | | |

| 4.54 | | | | | | [Form of New 5.750% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex416.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.16 | | | | | | 6/30/2025 | | | | | | | | |

| 4.55 | | | | | | [Registration Rights Agreement, dated as of June 30, 2025, among Seagate Data Storage Technology Pte. Ltd., Seagate HDD Cayman, Seagate Technology Holdings plc, Seagate Technology Unlimited Company and the dealer managers party thereto, relating to the New 5.750% Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex424.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.24 | | | | | | 6/30/2025 | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| 10.15+ | | | | | | [Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan as amended and restated on October 19, 2016](https://www.sec.gov/Archives/edgar/data/1137789/000119312517323042/d432283dex104.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/27/2017 | | | | | | | | |

| 10.16+ | | | | | | [Form of Executive Performance Unit Agreement for Seagate Technology Public Limited Company pursuant to the 2012 Equity Incentive Plan](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001137789/000113778923000049/stx-20230630.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 1/26/2017 | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | Filed Herewith | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| /s/ MARK W. ADAMS | | | Director | | | August 1, 2025 | | |

[Table of](#ifda2abf4d41741a18402fc27f109c142_7) [Contents](#ifda2abf4d41741a18402fc27f109c142_7)

| 4.34 | | | | | | [Form of 3.50% Exchangeable Senior Note due 2028](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001137789/000119312523234372/d513883d8k.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 9/13/2023 | | | | | | | | |

| 10.15 | | | | | | [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](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex102.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 4/30/2019 | | | | | | | | |

| 10.16(a) | | | | | | [First Amendment, dated as of January 13, 2021 to the U.S. Guarantee Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex105_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 1/28/2021 | | | | | | | | |

| 10.17 | | | | | | [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](https://www.sec.gov/Archives/edgar/data/1137789/000119312519129284/d736551dex103.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 4/30/2019 | | | | | | | | |

| 10.18 | | | | | | [First Amendment, dated as of May 28, 2019, to the Credit Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/1137789/000162828019013092/stx-ex10120191004.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 11/1/2019 | | | | | | | | |

| 10.18(a) | | | | | | [Second Amendment and Joinder Agreement, dated as of September 16, 2019, to the Credit Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/1137789/000162828019013092/stxex10220191004.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 11/1/2019 | | | | | | | | |

| 10.18(b) | | | | | | [Third Amendment, dated as of January 13, 2021, to the Credit Agreement dated as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex104_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 1/28/2021 | | | | | | | | |

| 10.18(c) | | | | | | [Fourth Amendment, dated as of May 18, 2021, to the Credit Agreement as of February 19, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521165970/d247184dex101.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 5/19/2021 | | | | | | | | |

| 10.18(d) | | | | | | [Fifth Amendment](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000128/stx-ex106_20211001nextgen.htm) [and Joinder Agreement](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000128/stx-ex106_20211001nextgen.htm)[, dated as of October 14, 2021 to the Credit Agreement as of February 20, 2019](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000128/stx-ex106_20211001nextgen.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.6 | | | | | | 10/28/2021 | | | | | | | | |

| 10.18(e) | | | | | | [Sixth Amendment](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000123/stx-ex104_20220930nextgen.htm) [and Joinder Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000123/stx-ex104_20220930nextgen.htm)[, dated as of August 18, 2022 to the 2019 Credit Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778922000123/stx-ex104_20220930nextgen.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/27/2022 | | | | | | | | |

| 10.18(f) | | | | | | [Seventh Amendment, dated as of November 8, 2022 to the 2019 Credit Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000010/stx-ex104_20221230.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 1/25/2023 | | | | | | | | |

| 10.18(g) | | | | | | [Eighth Amendment, dated as of May 22, 2023 to the 2019 Credit Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/1137789/000113778923000049/stx-20230630.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.51 | | | | | | 8/4/2023 | | | | | | | | |

| 10.18(h) | | | | | | [Ninth Amendment, dated as of June 26, 2023 to the 2019 Credit Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000049/stx-ex1052_seagateninthame.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.52 | | | | | | 8/4/2023 | | | | | | | | |

| 10.18(i) | | | | | | [Tenth Amendment, dated as of September 27, 2023 to the 2019 Credit Agreement](https://www.sec.gov/Archives/edgar/data/1137789/000113778923000128/stx-ex103_20230927xfinal.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 10/27/2023 | | | | | | | | |

| 10.19 | | | | | | [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](https://www.sec.gov/Archives/edgar/data/0001137789/000119312521166009/d338012dex102.htm) | | | | | | 8-K12B | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 5/19/2021 | | | | | | | | |

| /s/ ROBERT A. BRUGGEWORTH | | | Director | | | August 2, 2024 | | |

| (Robert A. Bruggeworth) | | | | | | | | |