Seagate Technology Holdings (STX) 10-K risk factor changes: FY2026 vs FY2027

- [removed: We] [added: A limited number of our key customers account for a significant portion of our revenue, and we] have been, and may in the future be, adversely affected by reduced, delayed, loss of or canceled purchases by one or more of [removed: our key customers,] [added: them,] including large hyperscale data center companies and CSPs.

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

- 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, [removed: has] [added: have] in the past and may in the future affect our production and development of products and harm our operating results.

We have faced and may continue to face technological, operational and financial challenges in developing new [added: products or improvements to existing] products.

In addition, our investments in new product development [added: or improvements to existing products] may not yield the anticipated results.

- consistently maintain our time-to-market performance with our [removed: new] products;

- manufacture [removed: these] products in adequate volume;

- qualify [removed: these] products with key customers on a timely basis by meeting our customers’ performance, quality and security specifications; or

- achieve acceptable manufacturing yields, quality and margins [removed: with these] [added: for our] products.

When we develop [added: or improve] new products with higher capacity and more advanced technology, our results of operations may decline because the increased difficulty and complexity associated with producing these products increases the likelihood of reliability, quality or operability problems.

Additionally, we may be unable to produce new [added: or improved] products that have higher capacities and more advanced technologies in the volumes and timeframes that are required to meet customer demand.

If our new [added: or improved] products are not successful, our future results of operations may be adversely affected.

Consolidation may result in new or stronger competitors, and [added: favorable market conditions, technological developments or sustained increases in pricing or profitability may also encourage new market entrants, and] such competitors may have greater resources or competitive advantages.

[removed: We] [added: A limited number of our key customers account for a significant portion of our revenue, and we] have been, and may in the future be, adversely affected by reduced, delayed, loss of or canceled purchases [removed: by,] [added: by] one or more of [removed: our key customers,] [added: them,] including large hyperscale data center companies and CSPs.

[removed: Some] [added: A limited number] of our key customers, [removed: such as OEM customers] including [added: OEMs,] large hyperscale data center companies and CSPs, account for a [removed: large] [added: significant] portion of our [removed: revenue in our mass capacity markets.][added: revenue.]

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

- variability in demand [added: across our data center and Edge IoT markets] due to [removed: end market conditions, including] [added: changing customer investment priorities,] fluctuations in adoption rates of emerging technologies such as artificial intelligence, shifts in customer preferences and broader economic trends;

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

[removed: Unexpected] [added: Historically, demand for these products has been volatile, and unexpected] slowdowns in demand for computers, data storage subsystems or consumer electronic devices generally result in sharp declines in demand for our products.

[removed: These markets, however,] [added: Our sales to consumer and client-centric markets remain an important part of our business, and these markets] have been, and we expect them to continue to be, adversely affected by:

The deterioration of demand for disk drives in [removed: certain of the legacy] [added: these consumer and client-centric] markets has accelerated, and we believe this deterioration may continue and may further accelerate, which has caused and could further cause our operating results to suffer.

[removed: In several] [added: Sales] of our [removed: end markets, sales of] [added: consumer products, including] 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.

[removed: Retail] [added: In particular,] sales of [removed: certain of our legacy markets solutions] [added: these products] traditionally experience higher demand in the first half of our fiscal year driven by consumer spending in the back-to-school season from late summer to fall and the traditional holiday shopping season from fall to winter.

Our hedging strategy may be ineffective, and specific hedges may expire and not be renewed or may not offset any [added: portion,] or [removed: more than] [added: may offset only] a [removed: portion] [added: portion,] of the adverse financial impact resulting from currency variations.

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, [removed: has] [added: have] in the past and may in the future affect our production and development of products and harm our operating results.

Particularly important for our products are components such as read/write heads, substrates for recording media, ASICs, spindle motors, printed circuit boards, suspension [removed: assemblies] [added: assemblies, DRAM] and NAND flash memory.

As a result, [removed: recent] [added: any current] 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.

We rely on sole or a limited number of direct and indirect suppliers for some or all of these components and rare earth elements that we do not manufacture, including substrates for recording media, read/write heads, ASICs, preamplifiers, spindle motors, printed circuit boards, suspension [removed: assemblies] [added: assemblies, DRAM] and NAND flash memory.

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

Changes in macroeconomic conditions may affect consumer and enterprise spending, and as a result, our customers may postpone or cancel spending in response to volatility in credit and equity markets, negative financial [removed: news and/or] [added: news,] declines in income or asset [removed: values,] [added: values and/or shifts in demand related to emerging technologies, including artificial intelligence,] all of which may have a material and adverse effect on the demand for our products and/or result in significant changes in our product prices.

Macroeconomic developments including new and increased tariffs, trade disputes, sanctions, adverse economic conditions worldwide, government efforts to stimulate or stabilize economies, [added: geopolitical instability] and international conflicts have and may continue to adversely impact our [removed: business.][added: business and contribute to global or regional economic slowdowns, reduced enterprise and consumer spending and increased volatility in the financial markets.]

- our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our [removed: business and] [added: business,] our [removed: industry,] [added: industry] and [added: market conditions, and] could limit our ability to borrow additional funds on satisfactory [removed: terms] [added: terms, or at all,] for operations or capital to implement our business strategies; and

[removed: In addition, if the conditional exchange feature of our 2028 Notes is triggered, even if holders of the 2028 Notes do not elect to exchange their 2028 Notes, we could be] [added: We are also] required under applicable accounting rules to [removed: reclassify all or a portion of] [added: classify] the outstanding principal of such 2028 Notes as a current rather than long-term liability, which [removed: would result] [added: results] in a [removed: material] reduction of our net working capital.

Our quarterly results of operations fluctuate, sometimes significantly, from period to period, and may cause our share price to [removed: decline.][added: decline.]

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

Geopolitical uncertainty, political unrest, terrorism, instability or war, such as the conflict between Ukraine and Russia and conflicts in the Middle East, [added: including the Iran conflict,] natural disasters, public health issues and other business interruptions have caused and could cause damage or disruption to international commerce and the global economy, [added: including by contributing to global or regional economic slowdowns, reduced enterprise] and [added: consumer spending and increased volatility in financial markets, and] thus could have a strong negative effect on our business, our direct and indirect suppliers, logistics providers, manufacturing vendors and customers.

Our [removed: business, particularly our Lyve products and related offerings,] [added: business] is subject to state, federal, and international laws and regulations relating to data privacy, data protection and data security, including security breach notification, data retention, transfer and localization.

Although we have controls and procedures [added: designed] to ensure compliance with all applicable regulations and orders, we cannot predict whether changes in laws or regulations by the United States, China or another jurisdiction will affect our ability to sell our products and services to existing or new customers.

We agreed to complete three audits of our compliance with the license requirements of Section 734.9 of the EAR, and have completed the first [removed: audit.][added: two audits.]

Our products could be shipped to restricted end-users or for restricted end-uses by third parties, including potentially our [removed: channel partners,] [added: third-party resellers,] despite our precautions.

- Cybersecurity threats, vulnerabilities, and other security events affecting our systems, products, or data, or those of our vendors, suppliers, customers, or other third parties, could have a material adverse effect on our business, financial condition, and results of operations.

We also experience competition from other companies that produce alternative storage technologies such as flash memory.

Increasing capacity, decreasing cost, energy efficiency and performance improvements have expanded SSD adoption in Edge IoT and Data Center.

In data center environments, nearline HDDs and enterprise grade SSDs complement one another for most workloads, however, for certain high-performance workloads, the two storage media can compete.

In Edge IoT and client applications, solid-state storage continues to displace lower capacity HDDs.

In fiscal year 2026, one customer accounted for approximately 14% of our consolidated revenue.

This concentration means that the loss of, or a significant reduction in purchases by, any one of these customers could have a disproportionate effect on our results.

Demand for our products may fluctuate significantly and can be difficult to predict due to changes in customer inventory levels, technology transitions, cloud capital spending, the timing of hyperscale deployments, our customers’ capital expenditure budgets and the pace of their AI-related infrastructure investments, the timing of our customers’ monetization of their AI investments and broader economic conditions.

As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may never materialize or that may be substantially lower than expected, particularly in our data center markets where customer ordering patterns may shift rapidly in response to changes in cloud capital spending, the timing of hyperscale deployments, our customers’ capital expenditure budgets and the pace of their AI-related infrastructure investments, and the timing of our customers’ monetization of their AI investments.

Because we must also make decisions regarding manufacturing capacity and related investments well in advance of anticipated demand, forecasting errors may result in either excess capacity and associated underutilization costs or insufficient capacity to meet customer demand on a timely basis, either of which could adversely affect our business, financial condition and results of operations.

Cybersecurity threats, vulnerabilities, and other security events affecting our systems, products, or data, or those of our vendors, suppliers, customers, or other third parties, could have a material adverse effect on our business, financial condition, and results of operations.

We rely extensively on information technology systems, networks, and cloud-based platforms, including those operated by vendors, suppliers, and other third parties, to support our business operations.

We and our third party providers are regularly subject to cybersecurity threats and attempted cyberattacks of varying types and degrees of sophistication, including phishing, social engineering, malware, ransomware, unauthorized access attempts, and other malicious activities.

Such threats are common across our industry, continue to increase in frequency and sophistication, and may be difficult to prevent, detect, or mitigate, particularly as AI capabilities evolve to allow increasingly complex cyberattacks.

Actual or perceived cybersecurity vulnerabilities or software or firmware defects affecting our products or services could also expose our customers’ systems, data, or operations to unauthorized access or other adverse impacts.

This risk may be heightened as our products are deployed in increasingly interconnected enterprise, cloud, edge, and data center environments.

We have implemented security measures designed to prevent, detect, and respond to cybersecurity threats, but these measures may not be effective against all threats or prevent every incident.

We cannot guarantee that our or our third party providers’ products, systems, components, software, or infrastructure are free of exploitable defects, bugs, or vulnerabilities, and use of AI technologies by us or our customers, suppliers, or other third parties may increase the complexity and effectiveness of cybersecurity threats and introduce new vulnerabilities into systems, software, products, and business processes.

A cybersecurity incident or other compromise of our products, systems, or AI technologies used in our business, or those of our customers or third party providers, could result in unauthorized access to, disclosure, loss, misuse, or corruption of proprietary, confidential, or personal information, including intellectual property or information about our manufacturing, financials, customers, or employees.

Cybersecurity incidents, as well as efforts to prevent, detect, or respond to such incidents, also may impair the functionality of our products, information technology systems, manufacturing operations, supply chain activities, product development efforts, or other critical business functions, or result in increased costs associated with investigation, containment, remediation and recovery, product updates, customer support, customer claims, contractual disputes, litigation, indemnification obligations, regulatory investigations, fines or penalties, damage to our reputation, and reduced sales or profitability.

Any of these events, whether affecting our systems directly, the products and services we provide, or the systems of third parties on which we depend, could have a material adverse effect on our business, financial condition, and results of operations.

Armed conflicts and geopolitical tensions may also result in sanctions, export restrictions, tariffs or other trade restrictions, limit or restrict our ability to access certain markets and disrupt key logistics networks, including air and ocean freight travel routes.

These developments have increased, and could further increase, costs for energy, rare earth minerals, materials, components and transportation, constrain manufacturing capacity and require us to reconfigure aspects of our global supply chain.

Geopolitical instability may also heighten cybersecurity risks, including state-sponsored attacks, which could disrupt our operations or those of our suppliers, customers or partners, and further adversely affect demand for our products.

In addition, our operations are conducted at a limited number of facilities, and those of many of our direct and indirect suppliers, manufacturing vendors and customers are similarly concentrated in a limited number of geographic locations.

Because our manufacturing footprint, and those of our key suppliers, is concentrated in relatively few sites, a disruption at any single location could affect a disproportionate share of our production capacity and operations, and any of the foregoing risks could be exacerbated as a result.

The Pillar Two framework for the global minimum tax has increased the level of income tax that Seagate is subject to.

Conversely, sustained appreciation in the market price of our ordinary shares may increase the risk of unexpected employee attrition as vested equity awards become more valuable.

Risks Related to Information Technology, Data and Information Security

- 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 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 maintain and upgrade our global enterprise resource planning system and 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.

We also experience competition from other companies that produce alternative storage technologies such as flash memory, where increasing capacity, decreasing cost, energy efficiency and improvements in performance have resulted in SSDs that offer increased competition with our lower capacity, smaller form factor HDDs and a declining trend in demand for HDDs in our legacy markets.

Some customers for both mass capacity storage and legacy markets have adopted SSDs as an alternative to hard drives in certain applications.

As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may never materialize or that may be substantially lower than expected.

Historically, the demand for these products has been volatile.

We are dependent on our long-term investments to manufacture adequate products.

Our investment decisions in adding new manufacturing capacity require significant planning and lead time, and a failure to accurately forecast demand for our products could cause us to over-invest or under-invest, which would lead to excess capacity, underutilization charges, or impairments.

Sales to the legacy markets remain an important part of our business.

In particular, sales of our consumer products have in the past and may in the future be lower during the second half of our fiscal year.

In the event the conditional exchange feature of our 2028 Notes is triggered, holders of the 2028 Notes will be entitled to exchange their 2028 Notes at any time during specified periods at their option.

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.

The enactment of Pillar Two legislation did not have a material and adverse effect on the Company's financial statements in the fiscal year 2025.

Beginning in fiscal year 2026, the Pillar Two framework for the global minimum tax is expected to materially increase the level of income tax, especially for jurisdictions in which we currently have tax incentives, such as Singapore and Thailand.

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 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.

Our operations are dependent upon our ability to protect our digital infrastructure and data.

We manage, store and otherwise process various proprietary information and sensitive or confidential data relating to our operations, as well as to our customers, suppliers, employees and other third parties, and we store subscribers’ data on Lyve, our edge-to-cloud mass storage platform.

As our operations become more automated and increasingly interdependent and our edge-to-cloud mass storage platform service grows, our exposure to the risks posed by storage, transfer, maintenance and other processing of data, such as damage, corruption, loss, unavailability, unauthorized acquisition and other processing, and other security risks, including risks of disruptions to our platform or security breaches, widespread outages and/or other incidents impacting our digital infrastructure and data, will continue to increase.

Despite the measures we and our vendors put in place designed to protect our computer equipment, data and systems, our customers, suppliers, employees or other third parties have been and may continue to be vulnerable to phishing and other forms of social engineering attacks, employee or contractor error, hacking, cyberattacks, ransomware and other malware, malfeasance, system error or other irregularities or incidents, including from attacks or breaches and incidents at third party vendors we utilize.

In addition, the measures we and our vendors take may not be sufficient for all eventualities.

Threat actors are increasingly using tools and techniques that circumvent controls, evade detection, and remove forensic evidence, which means that we and others may be unable to anticipate, detect, deflect, contain or recover from cyberattacks in a timely or effective manner.

As AI capabilities improve and are increasingly adopted, we may be subject to cyberattacks created and/or augmented with AI.

For example, attacks could be crafted with an AI tool to attack information systems by creating more effective phishing emails or social engineering or by exploiting vulnerabilities in electronic security programs utilizing false image or voice recognition, or could result from us or our customers, vendors or business partners incorporating the output of AI tools, such as malicious code from an AI-generated source code.

Our network and storage applications, as well as those of our customers, business partners, and third-party providers, have been and may in the future be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions.

Additionally, there have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our suppliers’ or other vendors’ systems, networks, or other components or infrastructure have not been compromised or do not contain exploitable defects, bugs or vulnerabilities.

We anticipate that these threats will continue to grow in scope and complexity over time due to the development and deployment of increasingly advanced tools and techniques.

We and our vendors may be unable to anticipate or prevent these attacks and other threats, react in a timely manner, or implement adequate preventive measures, and we and they may face delays in detection or remediation of, or other responses to, security breaches and other security-related incidents.

The costs of eliminating or addressing security problems and security vulnerabilities before or after a security breach or incident may be significant.

Certain legacy IT systems may not be easily remediated, and our disaster recovery planning may not be sufficient for all eventualities.

Our remediation and other aspects of our efforts to address any attack, compromise, breach or incident may not be successful and could result in interruptions, delays or cessation of service.

Security breaches or incidents and unauthorized access to, or loss, corruption, unavailability, or processing of data we and our vendors maintain or otherwise process has exposed us and could expose us, or our vendors, customers or other third parties to a risk of loss or misuse of this data.

Any actual or perceived breach incident could result in litigation or governmental investigations, fines, penalties, indemnity obligations and other potential liability and costs for us, materially damage our brand, cause us to lose existing or potential customers, impede critical functions or otherwise materially harm our business, results of operations and financial condition.

Additionally, defending against claims, litigation or regulatory inquiries or proceedings relating to any actual or potential security breach or other security incident, regardless of merit, could be costly and divert attention of key personnel.

We cannot ensure that any provisions in our contracts with customers or others relating to limitations of liability would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any claim.

The insurance coverage we maintain that is intended to address certain data security risks may be insufficient to cover all types of claims or losses that may arise and has been increasing in price over time.

We cannot be certain that insurance coverage will continue to be available to us on economically reasonable terms, or at all.

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.

We must maintain and upgrade our global enterprise resource planning system and 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.

*The following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal years ended [removed: June 27, 2025] [added: July 3, 2026] and June [removed: 28, 2024.][added: 27, 2025.]

Discussions of year-to-year comparisons between fiscal years [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] 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: 28, 2024,] [added: 27, 2025,] which was filed with the SEC on August [removed: 2, 2024.*][added: 1, 2025.*]

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

*•Overview of Fiscal Year [removed: 2025.*] [added: 2026.*] Highlights of events in fiscal year [removed: 2025] [added: 2026] that impacted our financial position.

- *Results of Operations.* Analysis of our financial results comparing fiscal years [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

Overview of Fiscal Year [removed: 2025][added: 2026]

During fiscal year [removed: 2025,] [added: 2026,] we shipped [removed: 595] [added: 789] exabytes of HDD storage capacity.

We generated revenue of approximately [removed: $9.1] [added: $12.2] billion with a gross margin of [removed: 35%] [added: 46%] and net income of [removed: $1.5] [added: $3.2] billion.

Our operating cash flow was [removed: $1.1] [added: $3.7] billion and we paid [removed: $600] [added: $634] million in [removed: dividends.][added: dividends and repurchased $176 million of our ordinary shares.]

At the same time, [removed: we have continued to operate in a dynamic] [added: the] macroeconomic environment [added: remains dynamic,] marked by [removed: rapid shifts in trade policies and increasing] [added: heightened] geopolitical [removed: tensions.][added: uncertainty and evolving trade policies.]

We list in the tables below summarized information from our Consolidated Statements of Operations [added: and Comprehensive Income] by dollar amounts and as a percentage of revenue:

| (Dollars in millions) | | | | | | [removed: June 27, 2025] [added: July 3, 2026] | | | | | | June [removed: 28, 2024] [added: 27, 2025] | | |

| Revenue | | | | | | $ | [removed: 9,097] [added: 12,195] | | | | | $ | [removed: 6,551] [added: 9,097] | |

| Cost of revenue | | | | | | [removed: 5,897] [added: 6,637] | | | | | | [removed: 5,015] [added: 5,897] | | |

| Gross profit | | | | | | [removed: 3,200] [added: 5,558] | | | | | | [removed: 1,536] [added: 3,200] | | |

| Product development | | | | | | [removed: 724] [added: 755] | | | | | | [removed: 654] [added: 724] | | |

| Marketing and administrative | | | | | | [removed: 561] [added: 577] | | | | | | [removed: 460] [added: 561] | | |

| Restructuring and other, net | | | | | | [removed: 25] [added: 27] | | | | | | [removed: (30)] [added: 25] | | |

| Income from operations | | | | | | [removed: 1,890] [added: 4,094] | | | | | | [removed: 452] [added: 1,890] | | |

| Other expense, net | | | | | | [removed: (377)] [added: (404)] | | | | | | [removed: (7)] [added: (377)] | | |

| Income before income taxes | | | | | | [removed: 1,513] [added: 3,690] | | | | | | [removed: 445] [added: 1,513] | | |

| Provision for income taxes | | | | | | [removed: 44] [added: 4] | | | | | | [removed: 110] [added: 1] | | |

| Net income | | | | | | $ | [removed: 1,469] [added: 3,184] | | | | | $ | [removed: 335] [added: 1,469] | |

| | | | | | | [removed: June 27, 2025] [added: July 3, 2026] | | | | | | June [removed: 28, 2024] [added: 27, 2025] | | |

| Cost of revenue | | | | | | [removed: 65] [added: 54] | | | | | | [removed: 77] [added: 65] | | |

| Gross margin | | | | | | [removed: 35] [added: 46] | | | | | | [removed: 23] [added: 35] | | |

| Product development | | | | | | [removed: 8] [added: 6] | | | | | | [removed: 10] [added: 8] | | |

| Marketing and administrative | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 7] [added: 6] | | |

| Operating margin | | | | | | [removed: 21] [added: 34] | | | | | | [removed: 6] [added: 21] | | |

| Other expense, net | | | | | | [removed: (4)] [added: (3)] | | | | | | [removed: —] [added: (4)] | | |

| Income before income taxes | | | | | | [removed: 17] [added: 31] | | | | | | [removed: 6] [added: 17] | | |

| Provision for income taxes | | | | | | [removed: 1] [added: 506] | | | | | | [removed: 2] [added: 44] | | |

| Net income | | | | | | [removed: 16] [added: 27] | | % | | | | [removed: 4] [added: 16] | | % |

The following table summarizes information regarding consolidated revenues by channel, geography, and market and HDD exabytes [removed: shipped by market and price per terabyte:][added: shipped:]

| OEMs | | | | | | [removed: 80] [added: 81] | | % | | | | [removed: 75] [added: 80] | | % |

| Distributors | | | | | | [removed: 12] [added: 13] | | % | | | | [removed: 15] [added: 12] | | % |

| Retailers | | | | | | [removed: 8] [added: 6] | | % | | | | [removed: 10] [added: 8] | | % |

| Asia Pacific | | | | | | [removed: 41] [added: 40] | | % | | | | [removed: 53] [added: 41] | | % |

| Americas | | | | | | [removed: 49] [added: 50] | | % | | | | [removed: 35] [added: 49] | | % |

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

Fiscal year 2025 comprised of 52 weeks and ended on June 27, 2025.

Fiscal year 2032 will be comprised of 53 weeks and will end on July 2, 2032.*

Business”.

We reduced our outstanding debt by $1.4 billion through exchanges of our 2028 Notes for total consideration of $1.3 billion cash and approximately 12.6 million of our ordinary shares as well as repurchases of Senior Notes.

During fiscal year 2026, demand for our data storage solutions strengthened.

Growth was led by data center end markets in which we experienced sustained demand for our high capacity nearline drives across global cloud customers, as well as increasing sales for enterprise edge deployments.

Customers continue to invest in data center infrastructure to serve both traditional data intensive workloads along with growing AI related applications.

The ongoing adoption of these applications increases the volume of data being generated, retained and reused, which we believe supports demand growth for scalable, cost-efficient and reliable storage solutions.

However, we believe the structural changes that we have made to the business, including executing our pricing strategy and maintaining supply discipline, together with the long-term customer engagements we have in place provide greater visibility into future demand trends.

We believe our hard drive storage business will continue to benefit from growing demand for data creation, retention and utilization supported by the increasing value organizations derive from their data.

| Legal settlement | | | | | | 105 | | | | | | — | | |

| (As a percentage of Revenue) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| Legal settlement | | | | | | 1 | | | | | | — | | |

| Data Center | | | | | | 80 | | % | | | | 75 | | % |

| Edge IoT | | | | | | 20 | | % | | | | 25 | | % |

| Nearline | | | | | | 695 | | | | | | 497 | | |

| Non-nearline | | | | | | 94 | | | | | | 98 | | |

| Revenue | | | | | | $ | 12,195 | | | | | $ | 9,097 | | | | | $ | 3,098 | | | | | 34 | | % |

| Gross profit | | | | | | 5,558 | | | | | | 3,200 | | | | | | 2,358 | | | | | | 74 | | % |

For fiscal year 2026, gross margin increased by 11 percentage points compared to the prior fiscal year primarily driven by pricing actions undertaken by the Company and product mix shift to higher capacity products.

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | | | | | Change | | | | | | % Change | | |

| Legal settlement | | | | | | 105 | | | | | | — | | | | | | 105 | | | | | | 100 | | % |

*Legal settlement.* We recorded a charge of $105 million in fiscal year 2026 related to a litigation matter.

*Restructuring and Other, net.* In fiscal year 2026, we recorded $27 million of restructuring charges, primarily related to employee related termination benefits.

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | | | | | Change | | | | | | % Change | | |

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | | | | | Change | | | | | | % Change | | |

Starting from fiscal year 2026, major jurisdictions that we operate in have implemented Pillar Two global minimum tax.

Our effective tax rate was 13.73% for fiscal year 2026 and 2.91% for fiscal year 2025.

The fiscal year 2026 provision for income taxes also includes a discrete tax benefit related to the release of certain valuation allowances in connection with the OBBBA in July 2025 and net excess tax benefits related to share-based compensation expense.

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | | | | | Change | | |

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

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

- an increase of $131 million in inventory, primarily due to an increase in work-in-process inventory; partially offset by

- an increase of $528 million in accrued expenses, income taxes and warranty, primarily due to an increase in accrued income taxes and legal settlements;

- $176 million in payments for repurchases of our ordinary shares;

- $22 million debt fees relating to redemption and repurchase of long-term debt and debt exchange; partially offset by

Debt*”).

As of July 3, 2026, the Credit Agreement includes one financial covenant, net leverage ratio of less than or equal to 6.75 to 1.00, commencing with the fiscal quarter ended June 27, 2025 and declining over time so that the maximum permitted net leverage ratio for each fiscal quarter ending after July 2, 2027 is 4.25 to 1.00.

For fiscal year 2027, supporting volume ramp of hard drives utilizing HAMR technology, we expect capital expenditures to be higher than fiscal year 2026 and still within our target range of 4-6% of revenue.

On June 11, 2026, we issued a Notice of Full Provisional Redemption to holders of the 2028 Notes for the remaining principal amount of $185 million.

Business.”

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.

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.

| Mass capacity | | | | | | 81 | | % | | | | 72 | | % |

| Legacy | | | | | | 12 | | % | | | | 18 | | % |

| Other | | | | | | 7 | | % | | | | 10 | | % |

| Mass capacity | | | | | | 552 | | | | | | 355 | | |

| Legacy | | | | | | 43 | | | | | | 43 | | |

| HDD Price per Terabyte | | | | | | $ | 14 | | | | | $ | 15 | |

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

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

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

For fiscal year 2025, gross margin increased by 12 percentage points compared to the prior fiscal year primarily driven by favorable product mix and pricing actions undertaken by the Company, a decrease of $96 million of supply related purchase order cancellation fees, as well as $160 million of factory underutilization charges and $13 million of accelerated depreciation expense for certain capital equipment that did not recur in fiscal year 2025, partially offset by $13 million of restructuring costs related to an inventory write down due to a discontinued product line in the fiscal year 2025.

Warranty cost related to new shipments was 0.7%, 0.8% and 0.7% of revenue for the fiscal years 2025, 2024 and 2023, respectively.

______________________________

*Not a meaningful figure

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.

| Effect of foreign currency exchange rates | | | | | | — | | | | | | 1 | | |

- an increase of $243 million in other assets and liabilities, primarily related to the restructuring of pre-existing purchase agreements as a result of the sale of SoC operations;

- an increase of $25 million cash proceeds received from the settlement of certain interest rate swap agreements; partially offset by

- a decrease of $183 million in accrued expenses primarily due to lower restructuring activities; and

- an increase of $99 million in inventories, primarily due to an increase in raw materials and work in progress inventory.

- $128 million debt fees relating to issuance of long-term debt and capped call transactions; and

- $1.5 billion in proceeds from the issuance of long-term debt; and

Debt*” for more details).

As of June 27, 2025, the New Credit Agreement includes one financial covenant, net leverage ratio.

Debt*” for more details.

For fiscal year 2026, we expect capital expenditures to be higher than fiscal year 2025.

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.

*BIS settlement penalty*

We accrued a settlement penalty of $300 million for fiscal year 2023, related to BIS’ allegations of violations of the U.S. EAR, which were subsequently resolved by the Settlement Agreement in April 2023.

As part of the Settlement Agreement with BIS, quarterly payments of $15 million are made over the course of five years beginning October 31, 2023, of which $60 million is expected to be paid within one year and $135 million thereafter.

*Restructuring*

During the fiscal year ended June 27, 2025, we made cash payments of $14 million, primarily related to workforce reduction costs under our restructuring plans.

As of June 27, 2025, the future cash payments related to our remaining active restructuring plans were immaterial.

We have exposure to market risks due to the volatility of interest rates, foreign currency exchange rates, [added: commodity prices,] credit rating changes and equity and bond markets.

As of [removed: June 27, 2025,] [added: July 3, 2026,] we had immaterial available-for-sale 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 [removed: June 27, 2025.][added: July 3, 2026.]

| (Dollars in millions, except percentages) | | | | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value at [removed: June 27, 2025] [added: July 3, 2026] | | |

| | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | [removed: 2030] [added: 2031] | | | | | | Thereafter | | | | | | Total | | | | | | | | | | | |

| Floating rate | | | | | | $ | [removed: 254] [added: 475] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 254] [added: 475] | | | | | $ | [removed: 254] [added: 475] | |

| Average interest rate | | | | | | [removed: 4.22] [added: 3.59] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 4.22] [added: 3.59] | | % | | | | | | |

| Average interest rate | | | | | | — | | % | | | | [removed: —] [added: 3.50] | | % | | | | [removed: 3.50] [added: 4.09] | | % | | | | [removed: 4.09] [added: 7.15] | | % | | | | [removed: 7.14] [added: 5.29] | | % | | | | [removed: 7.31] [added: 8.05] | | % | | | | [removed: 5.86] [added: 6.78] | | % | | | | | | |

The table below provides information as of [removed: June 27, 2025] [added: July 3, 2026] about our foreign currency forward exchange contracts.

| British Pound Sterling | | | | | | $ | [removed: 19] [added: 38] | | | | | [removed: $] [added: 0.76] | [removed: 0.74] | | | | | $ | — | |

| Chinese Renminbi | | | | | | [removed: 34] [added: 43] | | | | | | [removed: 7.14] [added: 6.80] | | | | | | — | | |

| Singapore Dollar | | | | | | [removed: 127] [added: 66] | | | | | | [removed: 1.28] [added: 1.29] | | | | | | — | | |

| Thai Baht | | | | | | [removed: 100] [added: 83] | | | | | | [removed: 32.49] [added: 33.34] | | | | | | [removed: —] [added: 1] | | |

*Other Market Risks.* We have exposure to counterparty credit downgrades in the form of credit risk related to our foreign currency forward exchange [added: contracts, our commodity forward] contracts and our fixed income portfolio.

| Fixed rate | | | | | | $ | — | | | | | $ | 186 | | | | | $ | 381 | | | | | $ | 636 | | | | | $ | 599 | | | | | $ | 1,801 | | | | | $ | 3,603 | | | | | $ | 5,511 | |

| Total | | | | | | $ | 230 | | | | | | | | | | | $ | 1 | |

*Commodity Price Risk.* We are exposed to commodity price risk due to changes in the prices of precious metals used in the manufacturing of our products, which could have an impact on our financial results.

From time to time, we may use commodity forward contracts to manage exposure related to certain precious metal purchase commitments.

The notional amount of the forward contracts was not material as of July 3, 2026 and hence the potential impact in fair value for such financial instruments from a 10% unfavorable change in quoted commodity prices would not be material.

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

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

[removed: Industry Overview][added: Industry]

Data [removed: Storage Industry][added: Storage]

[removed: Demand] [added: Market Demand and] Trends

[removed: Manufacturing][added: Manufacturing Strategy]

[removed: Components] [added: Supply Chain] and Raw Materials

[removed: We perform] [added: Component manufacturing,] subassembly and [removed: component manufacturing] [added: final test and assembly] operations [added: are performed] at [removed: our] facilities in China, Malaysia, Northern Ireland, Singapore, Thailand and the United States.

[removed: The] [added: Our distributors operate under non-exclusive] agreements [removed: and related sales programs] [added: that] typically [removed: provide the distributors with] [added: include customary sales programs,] limited rights of return and price [removed: protection.][added: protection provisions.]

Financial Statements and Supplementary Data—*Note [removed: 16.][added: 14.]

Our primary R&D [removed: centers] [added: facilities] are [removed: located] in Northern Ireland, Singapore, Thailand and [removed: in] the [removed: U.S. in California, Colorado and Minnesota.][added: United States.]

As of [removed: June 27, 2025,] [added: July 3, 2026,] we [removed: had] [added: held] approximately [removed: 3,273] [added: 3,036] U.S. patents and [removed: 243] [added: 226] patents issued in various non-U.S. jurisdictions, as well as approximately [removed: 221] [added: 273] U.S. and [removed: 38] [added: 29] non-U.S. [added: pending] patent [removed: applications pending.][added: applications.]

The number of patents and patent applications [removed: will vary at any given] [added: varies over] time as part of our ongoing [removed: patent] [added: intellectual property] portfolio management [removed: activity.][added: activities.]

The data storage industry is [added: also] characterized by [removed: significant litigation arising from time to time relating to patent and other] intellectual property [removed: rights.][added: litigation and licensing activity.]

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

We [removed: believe that] [added: are committed to conducting] our operations [removed: are in material] [added: responsibly and maintaining environmental management systems designed to support] compliance with applicable [removed: environmental] laws, regulations and [removed: permits.][added: permit requirements.]

As of [removed: June 27, 2025,] [added: July 3, 2026,] we employed approximately 30,000 full-time employees worldwide, [removed: of which] [added: including] approximately 25,000 [removed: were] [added: employees] located in Asia.

[removed: There are] [added: Our ERGs operate through] 32 [removed: ERG] chapters across [removed: seven countries, all led by employees] [added: eight countries] and [added: are] supported by Seagate leaders.

[removed: *Health & Safety.*] All [removed: our] [added: Seagate] manufacturing sites [removed: have health and safety management systems] [added: are] certified to the International Organization for Standardization [removed: (“ISO”)] [added: ("ISO")] 45001 standard.

Additional information regarding our [removed: ESG] commitment [removed: and progress] [added: to sustainability] can be found [removed: on] [added: in] the [removed: ESG] [added: Sustainability] section of our website and in our [removed: ESG Performance] [added: annual Sustainability] Report.

Information [removed: contained on our website or] [added: provided] in [removed: our annual ESG Performance Report] [added: those resources] is not incorporated by reference into this or any other report we filed with the [added: U.S.] Securities and Exchange [removed: Commission.][added: Commission (the “SEC”).]

Business Segment and Geographic [removed: Information.”*][added: Information”.*]

*Availability of Reports.* We are a reporting company under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), and we file reports, proxy statements and other information with the [removed: U.S. Securities and Exchange Commission (the “SEC”).][added: SEC.]

The following sets forth the name, age and position of each of the persons who were serving as executive officers as of August [removed: 1, 2025.][added: 4, 2026.]

| Dr. William D. Mosley | | | | | | [removed: 58] [added: 59] | | | | | | [removed: Director] [added: Board Chair] and Chief Executive Officer | | |

| Gianluca Romano | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and Chief Financial Officer | | |

| Ban Seng Teh | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Commercial Officer | | |

| James C. Lee | | | | | | [removed: 55] [added: 56] | | | | | | [removed: Senior] [added: Executive] Vice President, Chief Legal Officer and Corporate Secretary | | |

| KianFatt Chong | | | | | | [removed: 62] [added: 63] | | | | | | [removed: Senior] [added: Executive] Vice President, Global Operations | | |

| Dr. John C. Morris | | | | | | [removed: 58] [added: 59] | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Technology Officer | | |

Mosley, [removed: 58,] [added: 59,] has served as our Chief Executive Officer (“CEO”) since October [removed: 2017 and] [added: 2017,] as a member of the Board since July [removed: 2017.][added: 2017 and as Board Chair since October 2025.]

Gianluca Romano, [removed: 56,] [added: 57,] has served as our Executive Vice President and Chief Financial Officer since January 2019.

From October 2011 to December 2018, Mr. Romano served as Corporate Vice President, Business Finance and Accounting at Micron Technology, [removed: Inc] [added: Inc.] (“Micron”), a producer of computer memory and computer data storage.

Ban Seng Teh, [removed: 59,] [added: 60,] has served as our Executive Vice President and Chief Commercial Officer since July 2022.

Lee, [removed: 55,] [added: 56,] has served as our [removed: Senior] [added: Executive] Vice President, Chief Legal Officer and Corporate Secretary since [removed: June 2024.][added: July 2025.]

Mr. Lee oversees all legal operations, government relations and public policy at [removed: Seagate, as well as leads the enterprise-wide strategy for identifying, incubating, and commercializing emerging technologies.][added: Seagate.]

KianFatt Chong, [removed: 62,] [added: 63,] has served as our [removed: Senior] [added: Executive] Vice President, Global Operations since [removed: October 2020.][added: July 2025.]

Prior to his current role, Mr. Chong was Senior Vice President, Global [added: Operations from October 2020 to July 2025 and Senior Vice President, Global] Drive Operations from December 2013 to September 2020.

Morris, [removed: 58,] [added: 59,] has served as our [removed: Senior] [added: Executive] Vice [removed: President, HDD and SSD Products] [added: President] and Chief Technology Officer since [removed: 2019.][added: July 2025.]

Prior to his current role, [removed: Dr. Morris was the] [added: he served as our Senior] Vice [removed: President of] [added: President,] HDD and SSD Products [added: and Chief Technology Officer] from [removed: August 2015] [added: 2019] to [removed: August 2019.][added: July 2025.]

[removed: Before that, he] [added: Dr. Morris also] served as [added: the] Vice President of [added: HDD and SSD Products from August 2015 to August 2019 and as Vice President of] Design Engineering and Enterprise Development Group driving focus on technical and strategic alignment with enterprise and cloud customers from September 2013 to August 2015.

General

Seagate is a leading provider of mass-capacity data storage, accelerating the world’s ability to harness the full value of data.

For nearly 50 years, our portfolio of advanced storage solutions has helped hyperscale, cloud service providers (“CSPs”), enterprises and consumers protect, create and manage the data that powers their transformation and growth.

Hard disk drives (“HDDs”) remain a foundational technology for delivering scalable, energy-efficient, mass-capacity storage with favorable storage economics that underpins modern digital infrastructure.

Our vertically integrated engineering and manufacturing capabilities, together with continued investment in advanced storage technologies, position us to address customers' evolving storage requirements.

We design and manufacture HDDs, storage systems and related solutions serving two principal end markets:

Data Center: Cloud and enterprise environments that rely on scalable, high-capacity storage infrastructure to support AI-enabled computing, business-critical applications and other data-intensive workloads.

Edge / Internet of Things (“Edge IoT”): Industrial and consumer oriented environments where data is increasingly processed and stored closer to where it is created.

Data is an increasingly valuable asset for organizations supporting business operations, decision making and innovation.

As the value and useful life of data increase, organizations require infrastructure to reliably preserve information and ensure it is accessible.

Hard drives remain critical to the data storage industry, supporting the vast majority of exabytes shipped into large data center deployments and enabling organizations to retain and access large data sets across cloud, enterprise, and edge environments.

According to the International Data Corporation1 (“IDC”), the global datasphere is expected to grow at a compound annual growth rate of approximately 27% through 2030, reaching around 718 zettabytes annually.

As data creation increases, organizations are expanding cloud infrastructure, modernizing data centers and deploying distributed computing environments to store, manage and access larger data sets.

AI-enhanced applications are further accelerating data creation, increasing reliance on historical data sets for advanced reasoning and creating new opportunities to derive value from previously stored information.

Together with longer data retention, greater data replication and evolving regulatory requirements, we believe these trends support increasing demand for scalable, mass-capacity storage solutions over the long-term.

We offer a broad portfolio of storage solutions tailored to our customers’ ever-changing data demands.

Our Data Center portfolio includes high-capacity HDDs of up to 44TB and storage systems of up to 3.5PB.

These purpose-built solutions are designed to support hyperscale, CSPs, original equipment manufacturers (“OEMs”) and enterprise organizations, providing scalable storage infrastructure for AI-enabled cloud computing, business-critical applications, content delivery, backup, archive and other large-scale workloads.

Our Edge IoT portfolio includes storage products ranging from 1TB to 32TB to enable applications where data is created, processed and stored closer to its source.

These solutions serve industrial, commercial and consumer environments, supporting video and image applications, network-attached storage ("NAS"), smart infrastructure, personal computing, gaming, streaming, creative workflows and data backup.

We sell our products through a combination of direct and indirect sales channels.

Our Data Center portfolio is sold primarily to CSPs, OEMs, distributors and enterprise organizations.

These customers deploy our products across cloud and enterprise environments supporting AI-enabled cloud infrastructure, private data centers and other business-critical applications.

Many of our major customers, including OEMs and hyperscale cloud operators, purchase products under master purchase agreements, with deliveries scheduled based on customer purchase orders and demand forecasts.

To support demand planning and supply predictability for certain products, particularly high-capacity nearline drives, we work with key customers to establish longer-term demand forecasts and supply commitments, including provisions for cancellation charges in certain circumstances.

Our Edge IoT products are sold primarily through OEMs, distributors, retailers and third-party resellers serving industrial, commercial and consumer markets.

These channels enable us to reach customers across a broad range of edge applications, including video and image, NAS, industrial automation, smart infrastructure and consumer storage.

Our retail channel primarily serves casual users, gamers and creative professionals through branded storage products sold directly to retailers or through our distribution partners.

Additional information regarding significant customers is included in “Item 8.

Revenue*”.

1 IDC Worldwide Global DataSphere Forecast, 2026-2030, Doc #US54587626, June 2026.

Competitive Differentiation

Our competitive differentiation is built on decades of storage innovation, vertically integrated engineering and manufacturing capabilities along with a technology roadmap designed to advance both storage capacity and system performance.

These innovations enable us to develop scalable storage solutions that address the evolving requirements of modern data infrastructure.

Our technology roadmap is centered on advancing areal density, which increases the amount of data that can be stored on a disk's recording surface.

Through innovations such as our Mozaic platform, which incorporates our unique implementation of heat-assisted magnetic recording ("HAMR") technology, advanced magnetic recording with proprietary photonics and other innovations, we enable higher storage densities and drive capacities in a capital efficient manner.

These innovations establish a foundation for continued increases in HDD capacity across future product generations.

We continue to complement our areal density-driven technology roadmap with innovations designed to address customers' evolving requirements as drive capacities scale.

To enable customers to process larger volumes of data more efficiently, we continue to advance performance-optimizing technologies, including multi-actuation, advanced channel coding and signal processing that improve data throughput and system performance for increasingly demanding workloads.

Vertical Integration

We are a leading provider of data storage technology and infrastructure solutions that enable enterprises and end users to confidently store and unlock the value of their data.

Our principal products are hard disk drives, commonly referred to as disk drives, hard drives or HDDs.

In addition to HDDs, we produce a broad range of data storage products including solid state drives (“SSDs”) and storage subsystems and offer storage solutions such as a scalable edge-to-cloud mass data platform that includes data transfer shuttles and a storage-as-a-service cloud.

HDDs are devices that store digitally encoded data on rapidly rotating disks with magnetic surfaces.

HDDs continue to be the primary medium of mass data storage due to their performance attributes, reliability, high capacities, superior quality and cost effectiveness.

Complementing HDD storage architectures, SSDs use NAND flash memory integrated circuit assemblies to store data.

Our HDD products are designed for mass capacity storage in the cloud and at the edge as well as legacy market applications.

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

Legacy markets are those that we continue to sell to but we do not plan to invest in significantly.

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.

Our systems portfolio includes storage subsystems for enterprises, cloud service providers (“CSPs”), scale-out storage servers and original equipment manufacturers (“OEMs”).

Engineered for modularity, mobility, capacity and performance, these solutions 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.

Our Lyve portfolio provides a simple, cost-efficient and secure way to manage massive volumes of data across the distributed enterprise.

The Lyve platform includes a shuttle solution that enables enterprises to transfer massive amounts of data from endpoints to the core cloud and a storage-as-a-service cloud offering that provides frictionless mass capacity storage at the metro edge.

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 services.

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

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

As more data is created at endpoints outside traditional data centers, the need for real-time decision making we expect will drive an increase in processing at the edge and in the cloud.

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

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

We believe the proliferation and creation of media-rich digital content, further enabled by Gen AI, ML, fifth-generation wireless (“5G”) technology, the edge and the Internet of Things (“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 cloud and in between.

Markets

The principal data storage markets include:

*Mass Capacity Storage Markets*

Mass capacity storage supports scalable, high capacity, cost efficient storage applications, including nearline cloud, nearline enterprise, video and image applications (“VIA”) and network-attached storage (“NAS”) and edge-to-cloud data storage infrastructures.

Nearline.

Nearline applications require mass capacity devices and mass capacity subsystems that provide end-to-end solutions to businesses for the purpose of modular and scalable storage.

Cloud and enterprise storage applications require both high-capacity and energy efficient storage devices to support low total cost of ownership.

Seagate systems offer mass capacity storage solutions that provide foundational infrastructure for private and public clouds.

The nearline market includes storage for cloud computing, content delivery, archival, backup services and emerging use cases such as generative AI.

VIA and NAS.

VIA and NAS drives are specifically designed to ensure the appropriate performance and reliability of the system for video analytics and camera enabled environments or network storage environments.

These markets include storage for security and smart video installations.

Edge-to-cloud data storage infrastructures, transport, and activation of mass data.

The Seagate Lyve portfolio grew out of our mass capacity storage portfolio.

It provides a simple, cost-efficient and secure way to manage, transport and activate massive volumes of data across the distributed enterprise.

Among other elements, the Lyve portfolio includes a shuttle solution that enables enterprises to transfer vast amounts of data from endpoints to the core cloud and a storage-as-a-service cloud that provides frictionless mass capacity storage at the metro edge.

*Legacy Markets*

Legacy markets include consumer, client and mission critical applications.

Financial Statements and Supplementary Data—*Note [removed: 13.][added: 12.]

Legal, Environmental and Other [removed: Contingencies*.”][added: Contingencies*”.]

For the fiscal year ended [removed: June 27, 2025][added: July 3, 2026]

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of [removed: December 27, 2024,] [added: January 2, 2026,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $18.4] [added: $65.0] 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: 29, 2025] [added: 31, 2026] was [removed: 212,677,178.][added: 226,644,518.]

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: 25, 2025,] [added: 24, 2026,] 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 [removed: June 27, 2025.][added: July 3, 2026.]

| 1A. | | | [Risk [removed: Factors](#ie3b82f27accc4c8e963987a7f0b1ce9b_22)] [added: Factors](#ifa517a2f4c02462ba17bb83632f0b6ab_22)] | | | [removed: [15](#ie3b82f27accc4c8e963987a7f0b1ce9b_22)] [added: [9](#ifa517a2f4c02462ba17bb83632f0b6ab_22)] | | |

| 1B. | | | [Unresolved Staff [removed: Comments](#ie3b82f27accc4c8e963987a7f0b1ce9b_25)] [added: Comments](#ifa517a2f4c02462ba17bb83632f0b6ab_25)] | | | [removed: [35](#ie3b82f27accc4c8e963987a7f0b1ce9b_25)] [added: [31](#ifa517a2f4c02462ba17bb83632f0b6ab_25)] | | |

| 1C. | | | [removed: [Cybersecurity](#ie3b82f27accc4c8e963987a7f0b1ce9b_28)] [added: [Cybersecurity](#ifa517a2f4c02462ba17bb83632f0b6ab_28)] | | | [removed: [35](#ie3b82f27accc4c8e963987a7f0b1ce9b_28)] [added: [31](#ifa517a2f4c02462ba17bb83632f0b6ab_28)] | | |

| 3 | | | [Legal [removed: Proceedings](#ie3b82f27accc4c8e963987a7f0b1ce9b_34)] [added: Proceedings](#ifa517a2f4c02462ba17bb83632f0b6ab_34)] | | | [removed: [37](#ie3b82f27accc4c8e963987a7f0b1ce9b_34)] [added: [32](#ifa517a2f4c02462ba17bb83632f0b6ab_34)] | | |

| 4 | | | [Mine Safety [removed: Disclosures](#ie3b82f27accc4c8e963987a7f0b1ce9b_37)] [added: Disclosures](#ifa517a2f4c02462ba17bb83632f0b6ab_37)] | | | [removed: [37](#ie3b82f27accc4c8e963987a7f0b1ce9b_37)] [added: [33](#ifa517a2f4c02462ba17bb83632f0b6ab_37)] | | |

| 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie3b82f27accc4c8e963987a7f0b1ce9b_43)] [added: Securities](#ifa517a2f4c02462ba17bb83632f0b6ab_43)] | | | [removed: [38](#ie3b82f27accc4c8e963987a7f0b1ce9b_43)] [added: [34](#ifa517a2f4c02462ba17bb83632f0b6ab_43)] | | |

| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie3b82f27accc4c8e963987a7f0b1ce9b_49)] [added: Operations](#ifa517a2f4c02462ba17bb83632f0b6ab_49)] | | | [removed: [39](#ie3b82f27accc4c8e963987a7f0b1ce9b_49)] [added: [35](#ifa517a2f4c02462ba17bb83632f0b6ab_49)] | | |

| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie3b82f27accc4c8e963987a7f0b1ce9b_61)] [added: Risk](#ifa517a2f4c02462ba17bb83632f0b6ab_61)] | | | [removed: [48](#ie3b82f27accc4c8e963987a7f0b1ce9b_61)] [added: [43](#ifa517a2f4c02462ba17bb83632f0b6ab_61)] | | |

| 8 | | | [Financial Statements and Supplementary [removed: Data](#ie3b82f27accc4c8e963987a7f0b1ce9b_64)] [added: Data](#ifa517a2f4c02462ba17bb83632f0b6ab_64)] | | | [removed: [50](#ie3b82f27accc4c8e963987a7f0b1ce9b_64)] [added: [46](#ifa517a2f4c02462ba17bb83632f0b6ab_64)] | | |

| 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie3b82f27accc4c8e963987a7f0b1ce9b_154)] [added: Disclosure](#ifa517a2f4c02462ba17bb83632f0b6ab_154)] | | | [removed: [86](#ie3b82f27accc4c8e963987a7f0b1ce9b_154)] [added: [80](#ifa517a2f4c02462ba17bb83632f0b6ab_154)] | | |

| 9A. | | | [Controls and [removed: Procedures](#ie3b82f27accc4c8e963987a7f0b1ce9b_157)] [added: Procedures](#ifa517a2f4c02462ba17bb83632f0b6ab_157)] | | | [removed: [86](#ie3b82f27accc4c8e963987a7f0b1ce9b_157)] [added: [80](#ifa517a2f4c02462ba17bb83632f0b6ab_157)] | | |

| 9B. | | | [Other [removed: Information](#ie3b82f27accc4c8e963987a7f0b1ce9b_160)] [added: Information](#ifa517a2f4c02462ba17bb83632f0b6ab_160)] | | | [removed: [87](#ie3b82f27accc4c8e963987a7f0b1ce9b_160)] [added: [81](#ifa517a2f4c02462ba17bb83632f0b6ab_160)] | | |

| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie3b82f27accc4c8e963987a7f0b1ce9b_166)] [added: Inspections](#ifa517a2f4c02462ba17bb83632f0b6ab_166)] | | | [removed: [87](#ie3b82f27accc4c8e963987a7f0b1ce9b_166)] [added: [81](#ifa517a2f4c02462ba17bb83632f0b6ab_166)] | | |

| | | | [PART [removed: III](#ie3b82f27accc4c8e963987a7f0b1ce9b_169)] [added: III](#ifa517a2f4c02462ba17bb83632f0b6ab_169)] | | | | | |

| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie3b82f27accc4c8e963987a7f0b1ce9b_172)] [added: Governance](#ifa517a2f4c02462ba17bb83632f0b6ab_172)] | | | [removed: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_172)] [added: [82](#ifa517a2f4c02462ba17bb83632f0b6ab_172)] | | |

| 11 | | | [Executive [removed: Compensation](#ie3b82f27accc4c8e963987a7f0b1ce9b_175)] [added: Compensation](#ifa517a2f4c02462ba17bb83632f0b6ab_175)] | | | [removed: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_175)] [added: [82](#ifa517a2f4c02462ba17bb83632f0b6ab_175)] | | |

| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie3b82f27accc4c8e963987a7f0b1ce9b_178)] [added: Matters](#ifa517a2f4c02462ba17bb83632f0b6ab_178)] | | | [removed: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_178)] [added: [82](#ifa517a2f4c02462ba17bb83632f0b6ab_178)] | | |

| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie3b82f27accc4c8e963987a7f0b1ce9b_181)] [added: Independence](#ifa517a2f4c02462ba17bb83632f0b6ab_181)] | | | [removed: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_181)] [added: [82](#ifa517a2f4c02462ba17bb83632f0b6ab_181)] | | |

| 14 | | | [Principal Accountant Fees and [removed: Services](#ie3b82f27accc4c8e963987a7f0b1ce9b_184)] [added: Services](#ifa517a2f4c02462ba17bb83632f0b6ab_184)] | | | [removed: [88](#ie3b82f27accc4c8e963987a7f0b1ce9b_184)] [added: [82](#ifa517a2f4c02462ba17bb83632f0b6ab_184)] | | |

| | | | [PART [removed: IV](#ie3b82f27accc4c8e963987a7f0b1ce9b_187)] [added: IV](#ifa517a2f4c02462ba17bb83632f0b6ab_187)] | | | | | |

| 15 | | | [Exhibits and Financial Statement [removed: Schedules](#ie3b82f27accc4c8e963987a7f0b1ce9b_190)] [added: Schedules](#ifa517a2f4c02462ba17bb83632f0b6ab_190)] | | | [removed: [89](#ie3b82f27accc4c8e963987a7f0b1ce9b_190)] [added: [83](#ifa517a2f4c02462ba17bb83632f0b6ab_190)] | | |

| | | | [EXHIBIT [removed: INDEX](#ie3b82f27accc4c8e963987a7f0b1ce9b_193)] [added: INDEX](#ifa517a2f4c02462ba17bb83632f0b6ab_193)] | | | [removed: [90](#ie3b82f27accc4c8e963987a7f0b1ce9b_193)] [added: [84](#ifa517a2f4c02462ba17bb83632f0b6ab_193)] | | |

| | | | [removed: [SIGNATURES](#ie3b82f27accc4c8e963987a7f0b1ce9b_196)] [added: [SIGNATURES](#ifa517a2f4c02462ba17bb83632f0b6ab_196)] | | | [removed: [99](#ie3b82f27accc4c8e963987a7f0b1ce9b_196)] [added: [93](#ifa517a2f4c02462ba17bb83632f0b6ab_196)] | | |

Seagate, Seagate Technology, LaCie, [removed: Lyve,] MACH.2, Mozaic and the Spiral Logo, are trademarks or registered trademarks of Seagate Technology LLC or one of its affiliated companies in the United States (“U.S.”) and/or other countries.

These statements include, among other things, statements about the Company’s plans, programs, strategies and prospects; anticipated shifts in technology and storage industry trends, and anticipated demand for and performance of new storage product introductions; expectations regarding market demand for our products and technologies and our ability to optimize our level of production and meet market and industry expectations and the effects of these future trends on the Company’s performance; financial outlook for future periods; expectations regarding our ability to service debt, [removed: meet] [added: comply with] debt [removed: covenant] [added: covenants] and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the settlement agreement with the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”); the impact of macroeconomic headwinds and customer inventory adjustments on our business and operations; our cost saving plans, including our ability to execute such plans, the projected savings under such plans and the assumptions on which the plans and projected savings are based; expectations regarding the Company’s business strategy and performance; the sufficiency of our sources of cash to meet cash needs for the next 12 months; and our expectations regarding capital expenditures and dividend issuance plans.

| | | | [PART I](#ifa517a2f4c02462ba17bb83632f0b6ab_16) | | | | | |

| 1 | | | [Business](#ifa517a2f4c02462ba17bb83632f0b6ab_19) | | | [3](#ifa517a2f4c02462ba17bb83632f0b6ab_19) | | |

| 2 | | | [Properties](#ifa517a2f4c02462ba17bb83632f0b6ab_31) | | | [32](#ifa517a2f4c02462ba17bb83632f0b6ab_31) | | |

| | | | [PART II](#ifa517a2f4c02462ba17bb83632f0b6ab_40) | | | | | |

| 6 | | | [\[Reserved\]](#ifa517a2f4c02462ba17bb83632f0b6ab_46) | | | [35](#ifa517a2f4c02462ba17bb83632f0b6ab_46) | | |

| | | | [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) | | |

In addition, we [removed: regularly] [added: periodically] assess the design [removed: and] [added: and, where applicable, the] operational effectiveness of the program’s key processes and controls, including our preparedness to respond to cybersecurity incidents that may adversely affect the confidentiality, integrity or availability of our information systems or any information residing therein.

Cybersecurity risk management is an important part of our overall risk management [removed: efforts.][added: framework.]

We [removed: conduct mandatory cybersecurity awareness training for all employees, regardless of level or title, each year and] [added: also] provide additional training for designated roles, such as incident response personnel and senior management, [removed: on a case-by-case basis.][added: as appropriate.]

We conduct mandatory cybersecurity awareness training for all employees, regardless of level or title, other than manufacturing specialists as these employees do not have access to our digital infrastructure.

Our material manufacturing, product development and marketing and administrative facilities at [removed: June 27, 2025] [added: July 3, 2026] are as follows:

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

| Minnesota | | | | | | Owned/Leased | | | | | | [removed: 1,168,000] [added: 1,157,000] | | | | | | Manufacture of recording heads and product development | | |

As of [removed: June 27, 2025,] [added: July 3, 2026,] we owned or leased a total of approximately [removed: 9.7] [added: 9.8] million square feet of space worldwide.

As of July [removed: 29, 2025,] [added: 31, 2026,] there were approximately [removed: 447] [added: 406] holders of record of our ordinary shares.

We did not sell any of our equity securities during fiscal year [removed: 2025] [added: 2026] 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 July [removed: 3, 2020] [added: 2, 2021] to [removed: June 27, 2025.][added: July 3, 2026.]

The graph assumes that on July [removed: 3, 2020,] [added: 2, 2021,] $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: 7/3/2020] [added: 7/2/2021] | | | | | | [removed: 7/2/2021] [added: 7/1/2022] | | | | | | [removed: 7/1/2022] [added: 6/30/2023] | | | | | | [removed: 6/30/2023] [added: 6/28/2024] | | | | | | [removed: 6/28/2024] [added: 6/27/2025] | | | | | | [removed: 6/27/2025] [added: 7/3/2026] | | |

The following table sets forth information with respect to all repurchases of our ordinary shares made during the fiscal year ended [removed: June 27, 2025,] [added: July 3, 2026,] including statutory tax withholdings related to vesting of employee equity awards (in millions, except average price paid per share):

| 1st Quarter through 3rd Quarter of Fiscal Year [removed: 2025] [added: 2026] | | | | | | [removed: 0.4] [added: 0.7] | | | | | | [removed: 100.62] [added: $] | [added: 255.37] | | | | | [removed: 0.4] [added: 0.3] | | | | | | | | | | | | $ | [removed: 1,840] [added: 4,935] | |

| Through 4th Quarter of Fiscal Year [removed: 2025] [added: 2026] | | | | | | [removed: 0.5] [added: 0.9] | | | | | | | | | | | | 0.5 | | | | | | | | | | | | $ | [removed: 4,991] [added: 4,824] | |

(1) For the fiscal year [removed: 2025,] [added: 2026,] the total number of shares repurchased [removed: is] [added: includes] approximately [removed: 0.5 million, primarily] [added: 0.4 million] related to the tax withholding from the vesting of restricted stock units.

(2) The Company’s Board of Directors increased the authorization for the repurchase of its outstanding shares to [removed: $5] [added: $5.0] billion on May 21, 2025.

As of [removed: June 27, 2025, $5.0] [added: July 3, 2026, $4.8] billion remained available for repurchase under the existing repurchase authorization limit authorized by our Board of Directors.

| Seagate Technology Holdings plc | | | $ | 100.00 | | | | | $ | 81.97 | | | | | $ | 76.98 | | | | | $ | 132.94 | | | | | $ | 187.12 | | | | | $ | 1,093.96 | |

| S&P 500 | | | 100.00 | | | | | | 89.38 | | | | | | 106.90 | | | | | | 133.15 | | | | | | 153.34 | | | | | | 187.57 | | |

| Dow Jones U.S. Computer Hardware | | | 100.00 | | | | | | 99.77 | | | | | | 140.36 | | | | | | 157.38 | | | | | | 152.95 | | | | | | 250.43 | | |

| April 4, 2026 through May 1, 2026 | | | | | | 0.2 | | | | | | 533.60 | | | | | | 0.2 | | | | | | | | | | | | 4,824 | | |

| May 2, 2026 through May 29, 2026 | | | | | | — | | | | | | 779.10 | | | | | | — | | | | | | | | | | | | 4,824 | | |

| May 30, 2026 through July 3, 2026 | | | | | | — | | | | | | 885.79 | | | | | | — | | | | | | | | | | | | 4,824 | | |

| 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 | | |

| March 29, 2025 through April 25, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1,840 | | |

| April 26, 2025 through May 23, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 5,000 | | |

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

| [Consolidated Balance [removed: Sheets](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] [added: Sheets](#ifa517a2f4c02462ba17bb83632f0b6ab_67)] | | | | | | | | | | | | [removed: [51](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] [added: [47](#ifa517a2f4c02462ba17bb83632f0b6ab_67)] | | |

[removed: | [Consolidated Statements of Operations](#ie3b82f27accc4c8e963987a7f0b1ce9b_70) | | | | | | | | | | | | [52](#ie3b82f27accc4c8e963987a7f0b1ce9b_70) | | |][added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME]

| [Consolidated Statements of Cash [removed: Flows](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] [added: Flows](#ifa517a2f4c02462ba17bb83632f0b6ab_76)] | | | | | | | | | | | | [removed: [54](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] [added: [49](#ifa517a2f4c02462ba17bb83632f0b6ab_76)] | | |

[removed: | [Consolidated Statements of Shareholders’](#ie3b82f27accc4c8e963987a7f0b1ce9b_79) [Deficit](#ie3b82f27accc4c8e963987a7f0b1ce9b_79) | | | | | | | | | | | | [55](#ie3b82f27accc4c8e963987a7f0b1ce9b_79) | | |][added: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)]

| [Notes to Consolidated Financial [removed: Statements](#ie3b82f27accc4c8e963987a7f0b1ce9b_82)] [added: Statements](#ifa517a2f4c02462ba17bb83632f0b6ab_82)] | | | | | | | | | | | | | | |

| | | | [Note [removed: 1.](#ie3b82f27accc4c8e963987a7f0b1ce9b_85)] [added: 1.](#ifa517a2f4c02462ba17bb83632f0b6ab_85)] [Basis of Presentation and Summary of Significant Accounting [removed: Policies](#ie3b82f27accc4c8e963987a7f0b1ce9b_85)] [added: Policies](#ifa517a2f4c02462ba17bb83632f0b6ab_85)] | | | | | | | | | [removed: [56](#ie3b82f27accc4c8e963987a7f0b1ce9b_85)] [added: [51](#ifa517a2f4c02462ba17bb83632f0b6ab_85)] | | |

| | | | [Note [removed: 2.](#ie3b82f27accc4c8e963987a7f0b1ce9b_88)] [added: 2.](#ifa517a2f4c02462ba17bb83632f0b6ab_88)] [Balance Sheet [removed: Information](#ie3b82f27accc4c8e963987a7f0b1ce9b_88)] [added: Information](#ifa517a2f4c02462ba17bb83632f0b6ab_88)] | | | | | | | | | [removed: [61](#ie3b82f27accc4c8e963987a7f0b1ce9b_88)] [added: [56](#ifa517a2f4c02462ba17bb83632f0b6ab_88)] | | |

| | | | [Note [removed: 3.](#ie3b82f27accc4c8e963987a7f0b1ce9b_94)] [added: 3.](#ifa517a2f4c02462ba17bb83632f0b6ab_94)] [Goodwill and Other Intangible [removed: Assets](#ie3b82f27accc4c8e963987a7f0b1ce9b_94)] [added: Assets](#ifa517a2f4c02462ba17bb83632f0b6ab_94)] | | | | | | | | | [removed: [63](#ie3b82f27accc4c8e963987a7f0b1ce9b_94)] [added: [58](#ifa517a2f4c02462ba17bb83632f0b6ab_94)] | | |

| | | | [Note 4. [removed: Debt](#ie3b82f27accc4c8e963987a7f0b1ce9b_97)] [added: Debt](#ifa517a2f4c02462ba17bb83632f0b6ab_97)] | | | | | | | | | [removed: [64](#ie3b82f27accc4c8e963987a7f0b1ce9b_97)] [added: [59](#ifa517a2f4c02462ba17bb83632f0b6ab_97)] | | |

| | | | [Note [removed: 5.](#ie3b82f27accc4c8e963987a7f0b1ce9b_100)] [added: 5.](#ifa517a2f4c02462ba17bb83632f0b6ab_100)] [Income [removed: Taxes](#ie3b82f27accc4c8e963987a7f0b1ce9b_100)] [added: Taxes](#ifa517a2f4c02462ba17bb83632f0b6ab_100)] | | | | | | | | | [removed: [68](#ie3b82f27accc4c8e963987a7f0b1ce9b_100)] [added: [62](#ifa517a2f4c02462ba17bb83632f0b6ab_100)] | | |

| | | | [Note [removed: 6.](#ie3b82f27accc4c8e963987a7f0b1ce9b_103) [Leases](#ie3b82f27accc4c8e963987a7f0b1ce9b_103)] [added: 6.](#ifa517a2f4c02462ba17bb83632f0b6ab_103) [Leases](#ifa517a2f4c02462ba17bb83632f0b6ab_103)] | | | | | | | | | [removed: [71](#ie3b82f27accc4c8e963987a7f0b1ce9b_103)] [added: [65](#ifa517a2f4c02462ba17bb83632f0b6ab_103)] | | |

| [added: Restructuring and other, net] | | | [removed: [Note 7.](#ie3b82f27accc4c8e963987a7f0b1ce9b_106) [Restructuring and Other, Net](#ie3b82f27accc4c8e963987a7f0b1ce9b_106)] [added: 27] | | | | | | [added: 25] | | | [removed: [72](#ie3b82f27accc4c8e963987a7f0b1ce9b_106)] | | | [added: (30) | | |]

| | | | [removed: [Note](#ie3b82f27accc4c8e963987a7f0b1ce9b_112) [8](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)] [added: [Note](#ifa517a2f4c02462ba17bb83632f0b6ab_112) [7](#ifa517a2f4c02462ba17bb83632f0b6ab_112)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_112)] [Fair [removed: Value](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)] [added: Value](#ifa517a2f4c02462ba17bb83632f0b6ab_112)] | | | | | | | | | [removed: [72](#ie3b82f27accc4c8e963987a7f0b1ce9b_112)] [added: [66](#ifa517a2f4c02462ba17bb83632f0b6ab_112)] | | |

| | | | [removed: [Note](#ie3b82f27accc4c8e963987a7f0b1ce9b_118) [9](#ie3b82f27accc4c8e963987a7f0b1ce9b_118)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_118) [Shareholders’ Deficit](#ie3b82f27accc4c8e963987a7f0b1ce9b_118)] [added: [Note](#ifa517a2f4c02462ba17bb83632f0b6ab_118) [8](#ifa517a2f4c02462ba17bb83632f0b6ab_118)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_118) [Shareholders’](#ifa517a2f4c02462ba17bb83632f0b6ab_118) [Equity (](#ifa517a2f4c02462ba17bb83632f0b6ab_118)[Deficit](#ifa517a2f4c02462ba17bb83632f0b6ab_118)[)](#ifa517a2f4c02462ba17bb83632f0b6ab_118)] | | | | | | | | | [removed: [75](#ie3b82f27accc4c8e963987a7f0b1ce9b_118)] [added: [69](#ifa517a2f4c02462ba17bb83632f0b6ab_118)] | | |

| | | | [removed: [Note 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)[0](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)] [added: [Note](#ifa517a2f4c02462ba17bb83632f0b6ab_121) [9](#ifa517a2f4c02462ba17bb83632f0b6ab_121)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_121)] [Share-Based [removed: Compensation](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)] [added: Compensation](#ifa517a2f4c02462ba17bb83632f0b6ab_121)] | | | | | | | | | [removed: [75](#ie3b82f27accc4c8e963987a7f0b1ce9b_121)] [added: [69](#ifa517a2f4c02462ba17bb83632f0b6ab_121)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_124)[1](#ie3b82f27accc4c8e963987a7f0b1ce9b_124)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_124) [Guarantees](#ie3b82f27accc4c8e963987a7f0b1ce9b_124)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_124)[0](#ifa517a2f4c02462ba17bb83632f0b6ab_124)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_124) [Guarantees](#ifa517a2f4c02462ba17bb83632f0b6ab_124)] | | | | | | | | | [removed: [77](#ie3b82f27accc4c8e963987a7f0b1ce9b_124)] [added: [71](#ifa517a2f4c02462ba17bb83632f0b6ab_124)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)[2](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_127) [Earnings (Loss) Per Share](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_127)[1](#ifa517a2f4c02462ba17bb83632f0b6ab_127)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_127) [Earnings](#ifa517a2f4c02462ba17bb83632f0b6ab_127) [Per Share](#ifa517a2f4c02462ba17bb83632f0b6ab_127)] | | | | | | | | | [removed: [78](#ie3b82f27accc4c8e963987a7f0b1ce9b_127)] [added: [72](#ifa517a2f4c02462ba17bb83632f0b6ab_127)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)[3](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_133)[2](#ifa517a2f4c02462ba17bb83632f0b6ab_133)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_133)] [Legal, Environmental and Other [removed: Contingencies](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)] [added: Contingencies](#ifa517a2f4c02462ba17bb83632f0b6ab_133)] | | | | | | | | | [removed: [79](#ie3b82f27accc4c8e963987a7f0b1ce9b_133)] [added: [73](#ifa517a2f4c02462ba17bb83632f0b6ab_133)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_136)[4](#ie3b82f27accc4c8e963987a7f0b1ce9b_136)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_136) [Commitments](#ie3b82f27accc4c8e963987a7f0b1ce9b_136)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_136)[3](#ifa517a2f4c02462ba17bb83632f0b6ab_136)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_136) [Commitments](#ifa517a2f4c02462ba17bb83632f0b6ab_136)] | | | | | | | | | [removed: [80](#ie3b82f27accc4c8e963987a7f0b1ce9b_136)] [added: [74](#ifa517a2f4c02462ba17bb83632f0b6ab_136)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_139)[5](#ie3b82f27accc4c8e963987a7f0b1ce9b_139)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_139)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_139)[4](#ifa517a2f4c02462ba17bb83632f0b6ab_139)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_139)] [Business Segment and Geographic [removed: Information](#ie3b82f27accc4c8e963987a7f0b1ce9b_139)] [added: Information](#ifa517a2f4c02462ba17bb83632f0b6ab_139)] | | | | | | | | | [removed: [80](#ie3b82f27accc4c8e963987a7f0b1ce9b_139)] [added: [75](#ifa517a2f4c02462ba17bb83632f0b6ab_139)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_142)[6](#ie3b82f27accc4c8e963987a7f0b1ce9b_142)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_142) [Revenue](#ie3b82f27accc4c8e963987a7f0b1ce9b_142)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_142)[5](#ifa517a2f4c02462ba17bb83632f0b6ab_142)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_142) [Revenue](#ifa517a2f4c02462ba17bb83632f0b6ab_142)] | | | | | | | | | [removed: [81](#ie3b82f27accc4c8e963987a7f0b1ce9b_142)] [added: [75](#ifa517a2f4c02462ba17bb83632f0b6ab_142)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[7](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_145) [Acq](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[uisitio](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[n](#ie3b82f27accc4c8e963987a7f0b1ce9b_145) [and Divestiture](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_145)[6](#ifa517a2f4c02462ba17bb83632f0b6ab_145)[. Acquisition and Divestiture](#ifa517a2f4c02462ba17bb83632f0b6ab_145)] | | | | | | | | | [removed: [82](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)] [added: [76](#ifa517a2f4c02462ba17bb83632f0b6ab_145)] | | |

| | | | [Note [removed: 1](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[8](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)[.](#ie3b82f27accc4c8e963987a7f0b1ce9b_145)] [added: 1](#ifa517a2f4c02462ba17bb83632f0b6ab_145)[7](#ifa517a2f4c02462ba17bb83632f0b6ab_145)[.](#ifa517a2f4c02462ba17bb83632f0b6ab_145)] [Subsequent [removed: Event](#ie3b82f27accc4c8e963987a7f0b1ce9b_148)] [added: Event](#ifa517a2f4c02462ba17bb83632f0b6ab_148)] | | | | | | | | | [removed: [82](#ie3b82f27accc4c8e963987a7f0b1ce9b_148)] [added: [76](#ifa517a2f4c02462ba17bb83632f0b6ab_148)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] [added: Firm](#ifa517a2f4c02462ba17bb83632f0b6ab_151)] (PCAOB ID: 42) | | | | | | | | | | | | [removed: [83](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] [added: [77](#ifa517a2f4c02462ba17bb83632f0b6ab_151)] | | |

| | | | [added: July 3, 2026 | | | | | |] June 27, 2025 | | | | | | June 28, 2024 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [added: 1,704 | | | | | $ |] 891 | | | | | $ | 1,358 | | [added: | | | | | |]

| Accounts receivable, net | | | [removed: 959] [added: 1,534] | | | | | | [removed: 429] [added: 959] | | |

| Inventories, net | | | [removed: 1,440] [added: 1,571] | | | | | | [removed: 1,239] [added: 1,440] | | |

| Other current assets | | | [removed: 363] [added: 412] | | | | | | [removed: 306] [added: 363] | | |

| Total current assets | | | [removed: 3,653] [added: 5,221] | | | | | | [removed: 3,332] [added: 3,653] | | |

| Property, equipment and leasehold improvements, net | | | [removed: 1,657] [added: 2,034] | | | | | | [removed: 1,614] [added: 1,657] | | |

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

| Deferred income taxes | | | [removed: 1,066] [added: 1,105] | | | | | | [removed: 1,037] [added: 1,066] | | |

| Other assets, net | | | [removed: 426] [added: 391] | | | | | | [removed: 537] [added: 426] | | |

| Total Assets | | | $ | [removed: 8,023] [added: 9,972] | | | | | $ | [removed: 7,739] [added: 8,023] | |

| LIABILITIES AND [removed: SHAREHOLDER’S DEFICIT] [added: SHAREHOLDERS’ EQUITY (DEFICIT)] | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 1,604] [added: 1,748] | | | | | $ | [removed: 1,786] [added: 1,604] | |

| Accrued employee compensation | | | [removed: 352] [added: 377] | | | | | | [removed: 106] [added: 352] | | |

| Accrued warranty | | | [removed: 60] [added: 73] | | | | | | [removed: 74] [added: 60] | | |

| Current portion of long-term debt | | | [removed: —] [added: 185] | | | | | | [removed: 479] [added: —] | | |

| [Consolidated Statements of Operation](#ifa517a2f4c02462ba17bb83632f0b6ab_70)[s and](#ifa517a2f4c02462ba17bb83632f0b6ab_70) [Comprehensive](#ifa517a2f4c02462ba17bb83632f0b6ab_70) [Inco](#ifa517a2f4c02462ba17bb83632f0b6ab_70)[me](#ifa517a2f4c02462ba17bb83632f0b6ab_70) | | | | | | | | | | | | [48](#ifa517a2f4c02462ba17bb83632f0b6ab_70) | | |

| | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| Legal settlement | | | 105 | | | | | | — | | | | | | — | | |

| Effects of derivative instruments | | | 3 | | | | | | — | | | | | | (103) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,184 | | | | | | 3,184 | | |

| Partial conversion of Exchangeable Senior Notes | | | | | | 13 | | | | | | — | | | | | | 131 | | | | | | — | | | | | | — | | | | | | 131 | | |

| Balance at July 3, 2026 | | | | | | 227 | | | | | | $ | — | | | | | $ | 8,078 | | | | | $ | — | | | | | $ | (5,911) | | | | | $ | 2,167 | |

It designs and manufactures hard disk drives (“HDDs”), storage systems and related solutions serving two principal end markets: Data center and Edge / Internet of Things (“Edge IoT”).

Data Center serves cloud and enterprise environments that rely on scalable, high-capacity storage infrastructure to support AI-enabled computing, business-critical applications and other data-intensive workloads.

Edge IoT supports industrial and consumer oriented environments where data is increasingly processed and stored closer to where it is created.

Fiscal year 2032 will be comprised of 53 weeks and will end on July 2, 2032.

Capital-related incentives reduced gross property, plant and equipment by $29 million as of July 3, 2026 and the reduction to depreciation expense was not material.

As of July 3, 2026, the grant receivables of $113 million and $13 million were reflected within Other current assets and Other assets, net in the Company's Consolidated Balance Sheets.

As of July 3, 2026, three customers accounted for 18%, 16% and 10%, respectively, of the Company’s accounts receivable.

*Manufacturing Concentration.* The Company manufactures certain critical components at a limited number of facilities.

A significant disruption at these facilities, including disruption from natural disasters, geopolitical events or other circumstances, could interrupt production and adversely affect the Company’s ability to meet customer demand.

Alternative production capacity may not be available or capable of being qualified within a reasonable period.

In November 2024, the FASB issued ASU 2024-04 (ASC Subtopic 470-20), *Induced Conversions of Convertible Debt Instruments.* This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company adopted the guidance on a prospective basis in fiscal year 2026 and applied the amendments in the ASU to the exchanges of the 2028 Notes.

Debt”.*

In December 2025, the FASB issued ASU 2025-10 (ASC Topic 832), *Government Grants - Accounting for Government Grants Received by Business Entities.* The Company is required to disclose, in the notes to the financial statements, specified information about government grants.

Early adoption is permitted.

During fiscal year 2026, the Company did not sell any accounts receivable to a third party.

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

Other Non-Current Liabilities

The details of the other non-current liabilities were as follows:

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| Deferred contract liabilities | | | | | | $ | 188 | | | | | $ | 211 | |

| Non-current income tax payable | | | | | | 436 | | | | | | 1 | | |

| Non-current lease liabilities | | | | | | 293 | | | | | | 317 | | |

| Other accrued expenses | | | | | | 256 | | | | | | 227 | | |

| Total | | | | | | $ | 1,173 | | | | | $ | 756 | |

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| Balance at July 3, 2026 | | | | | | $ | 3 | | | | | | | | $ | (3) | | | | | $ | — | | | | | $ | — | |

| (Dollars in millions) | | | | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| Unsecured Senior Notes issued by Seagate HDD Cayman (1) | | | | | | | | | | | | | | |

| $431 issued on June 30, 2025 at 4.091% due June 1, 2029 *(the “New June 2029 Notes”)* (3) | | | | | | 332 | | | | | | — | | |

| [Consolidated Statements of Comprehensive Income (Loss)](#ie3b82f27accc4c8e963987a7f0b1ce9b_73) | | | | | | | | | | | | [53](#ie3b82f27accc4c8e963987a7f0b1ce9b_73) | | |

SEAGATE TECHNOLOGY HOLDINGS PLC

(In millions)

*See Notes to Consolidated Financial Statements.*

CONSOLIDATED STATEMENTS OF OPERATIONS

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

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

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

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

| Other expense, net | | | (377) | | | | | | (7) | | | | | | (154) | | |

| Change in net unrealized (losses) gains on cash flow hedges: | | | | | | | | | | | | | | | | | |

| Net unrealized (losses) gains arising during the period | | | — | | | | | | (13) | | | | | | 65 | | |

| Gains reclassified into earnings | | | — | | | | | | (90) | | | | | | (13) | | |

| Net change | | | — | | | | | | (103) | | | | | | 52 | | |

| Net unrealized (losses) gains arising during the period | | | (7) | | | | | | 1 | | | | | | 11 | | |

| Losses (gains) reclassified into earnings | | | 1 | | | | | | 1 | | | | | | (1) | | |

| Net change | | | (6) | | | | | | 2 | | | | | | 10 | | |

| BIS settlement penalty | | | (60) | | | | | | (45) | | | | | | — | | |

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

| Balance at July 1, 2022 | | | | | | 210 | | | | | | $ | — | | | | | $ | 7,190 | | | | | $ | 36 | | | | | $ | (7,117) | | | | | $ | 109 | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (529) | | | | | | (529) | | |

Its principal products are hard disk drives, commonly referred to as disk drives, hard drives or HDDs.

In addition to HDDs, the Company produces a broad range of data storage products including solid state drives (“SSDs”) and storage subsystems and offers storage solutions such as a scalable edge-to-cloud mass data platform that includes data transfer shuttles and a storage-as-a-service cloud.

Effective from the first quarter of fiscal year 2024, the Company changed the useful lives of certain manufacturing equipment from a range of three to seven years to a range of three to ten years based on a review of the technology product roadmap.

The effect of this change in estimate increased the net income by $99 million and increased the diluted earnings per share by $0.47 for the fiscal year ended June 28, 2024.

The Company also received advanced cash grants of $17 million, which were reflected within Accrued expenses in the Company's Consolidated Balance Sheets as of June 28, 2024.

In September 2022, the Financial Accounting Standards Board (FASB) issued ASU 2022-04 (ASC Subtopic 405-50), Disclosure of Supplier Finance Program Obligations.

This ASU requires disclosure of key terms of the outstanding supplier finance programs and a roll forward of the related obligations.

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

Balance Sheet Information”* for more details.

In November 2023, the FASB issued ASU 2023-07 (ASC Topic 280), *Improvements to Reportable Segment Disclosures*.

This ASU improves reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The details of the accounts receivable, net were as follows:

| Accounts receivable | | | | | | $ | 963 | | | | | $ | 433 | |

| Allowances for expected credit losses | | | | | | (4) | | | | | | (4) | | |

| Account receivable, net | | | | | | $ | 959 | | | | | $ | 429 | |

During fiscal year 2024, the Company sold accounts receivables without recourse for cash proceeds of $1.2 billion, of which $294 million remained subject to servicing by the Company as of June 28, 2024.

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

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

In fiscal year 2025, the accelerated depreciation expense was immaterial.

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 [removed: June 27, 2025.][added: July 3, 2026.]

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 [removed: June 27, 2025.][added: July 3, 2026.]

The effectiveness of our internal control over financial reporting as of [removed: June 27, 2025] [added: July 3, 2026] 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 [removed: June 27, 2025.][added: July 3, 2026.]

The table below summarizes the material terms of trading arrangements adopted by any of our executive officers or directors during the fiscal quarter ended [removed: June 27, 2025.][added: July 3, 2026.]

| Name | | | Title | | | Date of Adoption | | | End [removed: Date¹] [added: Date] | | | Aggregate number of ordinary shares to be sold pursuant to the trading agreement | | |

[removed: ¹] [added: 2] The plan will expire on the earlier of the end date or the completion of all transactions under the trading arrangement.

| Prat S. Bhatt | | | Director | | | March 3, 2026 | | | June 2, 20261 | | | — | | |

| Gianluca Romano | | | Executive Vice President and Chief Financial Officer | | | April 30, 2026 | | | December 31, 20262 | | | 72,709 | | |

1 The plan was terminated on June 2, 2026.

1,000 shares had previously been sold under the plan, leaving 1,580 outstanding on the date of termination.

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

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

[removed: Business—*Information About Our Executive Officers*”] [added: Business—*Executive Officers of the Registrant*”] is also incorporated by reference in this section.

The Internet address for our website is [removed: *www.seagate.com*,] [added: *www.seagate.com* (this website is not intended to function as a hyperlink,] and the [added: information contained in, or accessible from, our website is not intended to be a part of this filing), and the] Code of Ethics may be found from our main web page by clicking first on “Investors,” next on “Governance” and then on “Code of [removed: Ethics.”][added: Ethics”.]

| [Consolidated Balance [removed: Sheets](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] [added: Sheets](#ifa517a2f4c02462ba17bb83632f0b6ab_67)] | | | [removed: [51](#ie3b82f27accc4c8e963987a7f0b1ce9b_67)] [added: [47](#ifa517a2f4c02462ba17bb83632f0b6ab_67)] | | |

| [Consolidated Statements of [added: Operation](#ifa517a2f4c02462ba17bb83632f0b6ab_70)[s](#ifa517a2f4c02462ba17bb83632f0b6ab_70) [and] Comprehensive [removed: Income (Loss)](#ie3b82f27accc4c8e963987a7f0b1ce9b_73)] [added: Income](#ifa517a2f4c02462ba17bb83632f0b6ab_70)] | | | [removed: [53](#ie3b82f27accc4c8e963987a7f0b1ce9b_73)] [added: [48](#ifa517a2f4c02462ba17bb83632f0b6ab_70)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] [added: Flows](#ifa517a2f4c02462ba17bb83632f0b6ab_76)] | | | [removed: [54](#ie3b82f27accc4c8e963987a7f0b1ce9b_76)] [added: [49](#ifa517a2f4c02462ba17bb83632f0b6ab_76)] | | |

| [Consolidated Statements of [removed: Shareholders' (Deficit) Equity](#ie3b82f27accc4c8e963987a7f0b1ce9b_79)] [added: Shareholders'](#ifa517a2f4c02462ba17bb83632f0b6ab_79) [Equity](#ifa517a2f4c02462ba17bb83632f0b6ab_79) [(Deficit)](#ifa517a2f4c02462ba17bb83632f0b6ab_79)] | | | [removed: [55](#ie3b82f27accc4c8e963987a7f0b1ce9b_79)] [added: [50](#ifa517a2f4c02462ba17bb83632f0b6ab_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie3b82f27accc4c8e963987a7f0b1ce9b_82)] [added: Statements](#ifa517a2f4c02462ba17bb83632f0b6ab_82)] | | | [removed: [56](#ie3b82f27accc4c8e963987a7f0b1ce9b_82)] [added: [51](#ifa517a2f4c02462ba17bb83632f0b6ab_82)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] [added: Firm](#ifa517a2f4c02462ba17bb83632f0b6ab_151)] | | | [removed: [83](#ie3b82f27accc4c8e963987a7f0b1ce9b_151)] [added: [77](#ifa517a2f4c02462ba17bb83632f0b6ab_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/ix?doc=/Archives/edgar/data/0001137789/000113778924000034/stx-20240329.htm)] [added: Limited](https://www.sec.gov/Archives/edgar/data/1137789/000113778924000034/exhibit21_silverxassetpurc.htm)] | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 2.1 | | | | | | 4/24/2024 | | | | | | | | |

| 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) | | | | | | [added: 10-K] | | | | | | [added: 001-31560] | | | | | | [added: 2.3] | | | | | | [added: 8/1/2025] | | | | | | [removed: X] | | |

| [removed: 4.60] [added: 4.6] | | | | | | [Indenture for the January 2031 Notes dated as of June 10, 2020 among Seagate HDD Cayman, as Issuer, Seagate Technology plc, as Guarantor and Wells Fargo Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1137789/000119312520166696/d941911dex41.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.1 | | | | | | 6/11/2020 | | | | | | | | |

| 4.21(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 8.250% Senior Notes due 2029](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex427.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.27 | | | | | | [removed: 8/2/2024] [added: 6/30/2025] | | | | | | | | |

| 4.24(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 [removed: Trustee](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001137789/000113778924000068/stx-20240628.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1137789/000113778924000068/stx-ex430a_20240628.htm)] | | | | | | 10-K | | | | | | 001-31560 | | | | | | 4.30(a) | | | | | | 8/2/2024 | | | | | | | | |

| 4.28 | | | | | | [Form of 3.50% Exchangeable Senior Note due [removed: 2028](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001137789/000119312523234372/d513883d8k.htm)] [added: 2028](https://www.sec.gov/Archives/edgar/data/1137789/000119312523234372/d513883dex41.htm)] | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.2 | | | | | | 9/13/2023 | | | | | | | | |

| 4.35 | | | | | | [Indenture for the New 3.125% [removed: Notes ,] [added: Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex43.htm)[,] 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/d56001dex43.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 4.3 | | | | | | 6/30/2025 | | | | | | | | |

| 4.50 | | | | | | [Indenture for the New 9.625% [removed: Notes ,] [added: Notes](https://www.sec.gov/Archives/edgar/data/1137789/000119312525152915/d56001dex413.htm)[,] 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 | | | | | | | | |

| [removed: 10.1+] [added: 10.13+] | | | | | | [Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan as amended and restated on October 19, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/1137789/000119312517323042/d432283dex104.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1137789/000119312517323042/d432283dex104.htm)] | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 10/27/2017 | | | | | | | | |

| [removed: 10.2+] [added: 10.14+] | | | | | | [removed: [Form] [added: [Revised Form] of Employee Stock Option Agreement for Seagate Technology [removed: Public Limited Company] [added: public limited company] pursuant to the 2012 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312517019732/d284580dex101.htm)] [added: Plan (for awards granted after January 2020)](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex103720200703.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | 001-31560 | | | | | | [removed: 10.1] [added: 10.37] | | | | | | [removed: 1/26/2017] [added: 8/7/2020] | | | | | | | | |

| [removed: 10.3+] [added: 10.1+] | | | | | | [2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465915005719/a15-3358_1ex10d3.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 1/30/2015 | | | | | | | | |

| [removed: 10.3(a)+] [added: 10.1(a)+] | | | | | | [First Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465915074539/a15-22066_1ex10d1.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 10/30/2015 | | | | | | | | |

| [removed: 10.3(b)+] [added: 10.1(b)+] | | | | | | [Second Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519212028/d733907dex1016b.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.16(b) | | | | | | 8/2/2019 | | | | | | | | |

| [removed: 10.3(c)+] [added: 10.1(c)+] | | | | | | [Third Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex106.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.6 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.3(d)+] [added: 10.1(d)+] | | | | | | [Fourth Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000113778920000015/stx-ex10120200103nextg.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 2/5/2020 | | | | | | | | |

| [removed: 10.3(e)+] [added: 10.1(e)+] | | | | | | [Fifth Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex102_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 1/28/2021 | | | | | | | | |

| [removed: 10.4+] [added: 10.2+] | | | | | | [Seagate 2009 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519212028/d733907dex1017.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.17 | | | | | | 8/2/2019 | | | | | | | | |

| [removed: 10.4(a)+] [added: 10.2(a)+] | | | | | | [First Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465910025829/a10-6195_1ex10d26.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.26 | | | | | | 5/5/2010 | | | | | | | | |

| [removed: 10.4(b)+] [added: 10.2(b)+] | | | | | | [Second Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465911025330/a11-6126_1ex10d21.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.21 | | | | | | 5/3/2011 | | | | | | | | |

| [removed: 10.4(c)+] [added: 10.2(c)+] | | | | | | [Third Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465913006541/a13-4100_1ex10d56.htm) | | | | | | 10-Q/A | | | | | | 001-31560 | | | | | | 10.56 | | | | | | 1/31/2013 | | | | | | | | |

| [removed: 10.4(d)+] [added: 10.2(d)+] | | | | | | [Fourth Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465915005719/a15-3358_1ex10d4.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 1/30/2015 | | | | | | | | |

| [removed: 10.4(e)+] [added: 10.2(e)+] | | | | | | [Fifth Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex107.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.7 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.4(f)+] [added: 10.2(f)+] | | | | | | [Sixth Amendment to 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex1017f20200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.17(f) | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.4(g)+] [added: 10.2(g)+] | | | | | | [Seventh Amendment to the 2009 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778921000006/stx-ex103_20210101.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.3 | | | | | | 1/28/2021 | | | | | | | | |

| [removed: 10.5+] [added: 10.3+] | | | | | | [2010 Restated Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465910025829/a10-6195_1ex10d27.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.27 | | | | | | 4/30/2012 | | | | | | | | |

| [removed: 10.5(a)+] [added: 10.3(a)+] | | | | | | [First Amendment to the 2010 Restated Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex104.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.4 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.5(b)+] [added: 10.3(b)+] | | | | | | [Second Amendment to the 2010 Restated Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex1018b20200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.18(b) | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.6+] [added: 10.4+] | | | | | | [Seagate Deferred Compensation Sub-Plan](https://www.sec.gov/Archives/edgar/data/1137789/000110465910025829/a10-6195_1ex10d28.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.28 | | | | | | 5/5/2010 | | | | | | | | |

| [removed: 10.6(a)+] [added: 10.4(a)+] | | | | | | [First Amendment to the Seagate Deferred Compensation Sub-Plan](https://www.sec.gov/Archives/edgar/data/1137789/000119312519027007/d641067dex105.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.5 | | | | | | 2/4/2019 | | | | | | | | |

| [removed: 10.6(b)+] [added: 10.4(b)+] | | | | | | [Second Amendment to the Seagate Deferred Compensation Sub-Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778920000057/stx-ex1019b20200703.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 10.19(b)+ | | | | | | 8/7/2020 | | | | | | | | |

| [removed: 10.7+] [added: 10.5+] | | | | | | [Summary description of Seagate Technology plc’s Compensation Policy for Non-Management Members of the Board of Directors with an Effective date [removed: of October 22, 2020](https://www.sec.gov/Archives/edgar/data/1137789/000113778921000049/stx_ex1013x20210702.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex105_20260703.htm) [July](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex105_20260703.htm) [2](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex105_20260703.htm)[7](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex105_20260703.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex105_20260703.htm)[6](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex105_20260703.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 001-31560] | | | | | | [removed: 10.13] | | | | | | [removed: 8/6/2021] | | | | | | [added: X] | | |

| [removed: 10.8] [added: 10.6] | | | | | | [Form of Indemnification Agreement between Seagate Technology LLC and the director or officer named [removed: therein](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001137789/000113778924000182/stx-20240927.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/1137789/000113778924000182/stx-ex101_20240927.htm)] | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 10/25/2024 | | | | | | | | |

| [removed: 10.9] [added: 10.7] | | | | | | [Form of Deed of Indemnification between Seagate Technology Holdings plc and the director named therein](https://www.sec.gov/Archives/edgar/data/1137789/000113778925000020/stx-ex101_20241227.htm) | | | | | | 10-Q | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 1/24/2025 | | | | | | | | |

| [removed: 10.10] [added: 10.8] | | | | | | [Deed Poll of Assumption by Seagate Technology plc, dated July 2, 2010](https://www.sec.gov/Archives/edgar/data/1137789/000110465910036996/a10-13381_2ex10d2.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 7/6/2010 | | | | | | | | |

| 10.1(f)+ | | | | | | [Sixth Amendment to the 2015 Seagate Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex101f_20260703.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.28 | | | | | | [Amended and Restated Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778925000287/ex101-aremployeestockpurch.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.1 | | | | | | 10/28/2025 | | | | | | | | |

| 10.29 | | | | | | [Amended and Restated 2022 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/0001137789/000113778925000287/ex102-ar2022equityincent.htm) | | | | | | 8-K | | | | | | 001-31560 | | | | | | 10.2 | | | | | | 10/28/2025 | | | | | | | | |

| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1137789/000113778926000159/stx-ex191_20260703.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| /s/ MICHAEL R. CANNON | | | Lead Independent Director | | | August 4, 2026 | | |

| /s/ THOMAS A. SZLOSEK | | | Director | | | August 4, 2026 | | |

| (Thomas A. Szlosek) | | | | | | | | |

| [Consolidated Statements of Operations](#ie3b82f27accc4c8e963987a7f0b1ce9b_70) | | | [52](#ie3b82f27accc4c8e963987a7f0b1ce9b_70) | | |

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

| 97.1 | | | | | | [Executive Compensation Recovery Policy](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001137789/000113778924000068/stx-20240628.htm) | | | | | | 10-K | | | | | | 001-31560 | | | | | | 97.1 | | | | | | 8/2/2024 | | | | | | | | |

| /s/ MICHAEL R. CANNON | | | Chairperson of the Board | | | August 1, 2025 | | |

| /s/ JUDY BRUNER | | | Director | | | August 1, 2025 | | |

| (Judy Bruner) | | | | | | | | |