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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to

Commission File Number 001-31560


SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland98-1597419
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

121 Woodlands Avenue 5,

Singapore

(Address of principal executive offices)

739009

(Zip Code)

Telephone: (65) 6018-2562

(Registrant’s telephone number, including area code)

_________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per shareSTXThe NASDAQ Global Select Market

_________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 29, 2025, 212,217,463 of the registrant’s ordinary shares, par value $0.00001 per share, were issued and outstanding.

INDEX

SEAGATE TECHNOLOGY HOLDINGS PLC

Page
PART IFINANCIAL INFORMATION
Item 1.Financial Statements3
Condensed Consolidated Balance Sheets - March 28, 2025 (Unaudited) and June 28, 20244
Condensed Consolidated Statements of Operations - Three and Nine Months Ended March 28, 2025 and March 29, 2024 (Unaudited)5
Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended March 28, 2025 and March 29, 2024 (Unaudited)6
Condensed Consolidated Statements of Cash Flows - Nine Months Ended March 28, 2025 and March 29, 2024 (Unaudited)7
Condensed Consolidated Statements of Shareholders’ Deficit - Three and Nine Months Ended March 28, 2025 and March 29, 2024 (Unaudited)8
Notes to Condensed Consolidated Financial Statements (Unaudited)10
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3.Quantitative and Qualitative Disclosures About Market Risk34
Item 4.Controls and Procedures35
PART IIOTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds57
Item 3.Defaults Upon Senior Securities57
Item 4.Mine Safety Disclosures57
Item 5.Other Information58
Item 6.Exhibits59
SIGNATURES60

PART I

FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS