Seagate Technology Holdings 10-Q 2026-04-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

For the quarterly period ended April 3, 2026

☐ 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

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SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland			98-1597419
(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 Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per share			STX			The NASDAQ Global Select Market

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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 27, 2026, 224,228,992 of the registrant’s ordinary shares, par value $0.00001 per share, were issued and outstanding.

INDEX

SEAGATE TECHNOLOGY HOLDINGS PLC

						Page
PART I			FINANCIAL INFORMATION
Item 1.			Financial Statements			3
			Condensed Consolidated Balance Sheets - April 3, 2026 (Unaudited) and June 27, 2025			4
			Condensed Consolidated Statements of Operations - Three and Nine Months Ended April 3, 2026 and March 28, 2025 (Unaudited)			5
			Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended April 3, 2026 and March 28, 2025 (Unaudited)			6
			Condensed Consolidated Statements of Cash Flows - Nine Months Ended April 3, 2026 and March 28, 2025 (Unaudited)			7
			Condensed Consolidated Statements of Shareholders’ Equity (Deficit) - Three and Nine Months Ended April 3, 2026 and March 28, 2025 (Unaudited)			8
			Notes to Condensed Consolidated Financial Statements (Unaudited)			10
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			32
Item 4.			Controls and Procedures			33
PART II			OTHER INFORMATION
Item 1.			Legal Proceedings			34
Item 1A.			Risk Factors			34
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			57
Item 3.			Defaults Upon Senior Securities			58
Item 4.			Mine Safety Disclosures			58
Item 5.			Other Information			59
Item 6.			Exhibits			60
			SIGNATURES			61

PART I

FINANCIAL INFORMATION

Table of Contents												Page
Condensed Consolidated Balance Sheets												4
Condensed Consolidated Statements of Operations												5
Condensed Consolidated Statements of Comprehensive Income												6
Condensed Consolidated Statements of Cash Flows												7
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)												8
Notes to Condensed Consolidated Financial Statements
			Note 1. Basis of Presentation and Summary of Significant Accounting Policies									10
			Note 2. Balance Sheet Information									11
			Note 3. Debt									14
			Note 4. Income Taxes									16
			Note 5. Fair Value									17
			Note 6. Shareholders’ Equity (Deficit)									20
			Note 7. Business Segment									20
			Note 8. Revenue									20
			Note 9. Guarantees									21
			Note 10. Earnings Per Share									22
			Note 11. Legal, Environmental and Other Contingencies									22
			Note 12. Commitments									24
			Note 13. Subsequent Events									24

SEAGATE TECHNOLOGY HOLDINGS PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

			April 3, 2026						June 27, 2025
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents			$	1,146					$	891
Accounts receivable, net			1,197						959
Inventories, net			1,530						1,440
Other current assets			426						363
Total current assets			4,299						3,653
Property, equipment and leasehold improvements, net			1,852						1,657
Goodwill			1,221						1,221
Deferred income taxes			1,099						1,066
Other assets, net			421						426
Total Assets			$	8,892					$	8,023
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable			$	1,694					$	1,604
Accrued employee compensation			308						352
Accrued warranty			70						60
Current portion of long-term debt			398						—
Accrued expenses			771						632
Total current liabilities			3,241						2,648
Long-term accrued warranty			109						77
Other non-current liabilities			982						756
Long-term debt, less current portion			3,465						4,995
Total Liabilities			7,797						8,476
Commitments and contingencies (See Notes 9, 11 and 12)
Shareholders’ Equity (Deficit):
Ordinary shares and additional paid-in capital			8,021						7,706
Accumulated other comprehensive loss			(8)						(8)
Accumulated deficit			(6,918)						(8,151)
Total Shareholders’ Equity (Deficit)			1,095						(453)
Total Liabilities and Shareholders’ Equity (Deficit)			$	8,892					$	8,023

See Notes to Condensed Consolidated Financial Statements.

SEAGATE TECHNOLOGY HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

			For the Three Months Ended												For the Nine Months Ended
			April 3, 2026						March 28, 2025						April 3, 2026						March 28, 2025
Revenue			$	3,112					$	2,160					$	8,566					$	6,653
Cost of revenue			1,665						1,400						4,906						4,367
Product development			194						180						567						545
Marketing and administrative			143						139						430						407
Legal settlement			105						—						105						—
Restructuring and other, net			7						10						23						12
Total operating expenses			2,114						1,729						6,031						5,331
Income from operations			998

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The following is a discussion of the Company’s financial condition, changes in financial condition and results of operations for the fiscal quarters ended April 3, 2026, January 2, 2026 and March 28, 2025, referred to herein as the “March 2026 quarter”, the “December 2025 quarter” and the “March 2025 quarter”, respectively. We operate and report financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. The March 2026 quarter, December 2025 quarter and March 2025 quarter were each 13 weeks.

You should read this discussion in conjunction with financial information and related notes included in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended June 27, 2025. Unless the context indicates otherwise, as used herein, the terms “we,” “us,” “Seagate,” the “Company” and “our” refer collectively to Seagate Technology Holdings plc, an Irish public limited company, and its subsidiaries. References to “$” or “dollars” are to United States dollars.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. These statements include, among other things, statements about our 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 our performance; our ability to successfully integrate acquisitions with our existing business; financial outlook for future periods; expectations regarding our ability to service debt, meet debt and credit agreement covenants and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the Settlement Agreement with BIS; the impact of macroeconomic headwinds and customer inventory adjustments on our business and operations; uncertainty related to tariffs, trade restrictions or evolving global trade policy; 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 our 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. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could,” or negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this Quarterly Report on Form 10-Q and are subject to known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from historical experience and our present expectations or projections. Therefore, undue reliance should not be placed on forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q. We undertake no obligation to update forward-looking statements, except as required by law.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying Condensed Consolidated Financial Statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. Our MD&A is organized as follows:

*•*Overview of the March 2026 quarter. Highlights of events in the March 2026 quarter that impacted our financial position.

*•*Results of Operations. Analysis of our financial results comparing the March 2026 quarter to the December 2025 quarter and the March 2025 quarter.

• Liquidity and Capital Resources. Analysis of changes in our balance sheets and cash flows and discussion of our financial condition, including potential sources of liquidity, material cash requirements and their general purpose.

• Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

For an overview of our business, see “Part I, Item 1. Financial Statements—Note 1. Basis of Presentation and Summary of Significant Accounting Policies—Organization.”

Overview of the March 2026 quarter

During the March 2026 quarter, we shipped 199 exabytes of HDD storage capacity. We generated revenue of approximately $3.1 billion with a gross margin of 46.5% and net income of $748 million. Our operating cash flow was $1.1 billion, we retired $641 million principal amount of long-term debt, paid $161 million for the purchase of property, equipment and leasehold improvements and paid $161 million in dividends.

Beginning in fiscal year 2026, we changed our presentation of principal data storage markets to better reflect current demand drivers and the growing impact of AI-driven applications. We now present our products and services under two end markets: Data center and Edge IoT. Data center comprises the majority of the Company’s business and primarily includes high-capacity nearline products for mass capacity data storage and systems sold to cloud and enterprise customers, as well as cloud-based video and image applications. Edge IoT primarily includes consumer and client-centric markets along with network-attached storage, mission critical and SSD.

We reflected these changes to our revenue and HDD exabytes shipped by end market retrospectively to the earliest period presented. The change had no impact on our previously reported consolidated net revenue.

Recent Developments, Economic Conditions and Challenges

In the March 2026 quarter, we continued to operate in a strong demand environment, particularly within the data center end markets. We experienced sustained demand growth 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 support ongoing demand from traditional workloads along with growing AI related demand. This trend reflects the ongoing adoption of AI applications which drives increased data content generation and storage needs for inferencing, training and maintaining AI model integrity. At the same time, the macroeconomic environment remains dynamic, marked by heightened geopolitical uncertainty and evolving trade policies. These factors may impact our business and results of operations. We will continue to monitor the situation and assess plans to mitigate future risk to the business. Over the long-term we expect our hard drive storage business to benefit from growing demand for data and its increased value, particularly as AI applications continue to proliferate.

For a further discussion of the uncertainties and business risks, see “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

Results of Operations

We list in the tables below summarized information from our Condensed Consolidated Statements of Operations by dollar amounts and as a percentage of revenue:

						For the Three Months Ended															For the Nine Months Ended
(Dollars in millions)						April 3, 2026						January 2, 2026						March 28, 2025						April 3, 2026						March 28, 2025
Revenue						$	3,112					$	2,825					$	2,160					$	8,566					$	6,653
Cost of revenue						1,665						1,649						1,400						4,906						4,367
Gross profit						1,447						1,176						760						3,660						2,286
Product development						194						187						180						567						545
Marketing and administrative						143						143						139						430						407
Legal settlement						105						—						—						105						—
Restructuring and other, net						7						3						10						23						12
Income from operations						998						843						431						2,535						1,322
Other expense, net						(134)						(136)						(76)						(350)						(301)
Income before income taxes						864						707						355						2,185						1,021
Provision for income taxes						116						114						15						295						40
Net income						$	748					$	593					$	340					$	1,890					$	981

						For the Three Months Ended															For the Nine Months Ended
(As a percentage of Revenue)						April 3, 2026						January 2, 2026						March 28, 2025						April 3, 2026						March 28, 2025
Revenue						100		%				100		%				100		%				100		%				100		%
Cost of revenue						54						58						65						57						66
Gross margin						46						42						35						43						34
Product development						6						7						8						7						8
Marketing and administrative						5						5						6						5						6
Legal settlement						3						—						—						1						—
Restructuring and other, net						—						—						—						—						—
Operating margin						32						30						21						30						20
Other expense, net						(4)						(5)						(4)						(4)						(4)
Income before income taxes						28						25						17						26						16
Provision for income taxes						4						4						1						3						1
Net income						24		%				21		%				16		%				23		%				15		%

Revenue

The following table summarizes information regarding consolidated revenues by channel, geography, and market and HDD exabytes shipped:

						For the Three Months Ended																		For the Nine Months Ended
						April 3, 2026						January 2, 2026						March 28, 2025						April 3, 2026						March 28, 2025
Revenues by Channel (%)
OEMs						79		%				81		%				79		%				81		%				80		%
Distributors						15		%				12		%				12		%				13		%				12		%
Retailers						6		%				7		%				9		%				6		%				8		%
Revenues by Geography (%) (1)
Americas						52		%				44		%				51		%				50		%				49		%
Asia Pacific						38		%				46		%				39		%				41		%				41		%
EMEA						10		%				10		%				10		%				9		%				10		%
Revenues by Market (%)
Data Center						80		%				79		%				75		%				80		%				74		%
Edge IoT						20		%				21		%				25		%				20		%				26		%
HDD Exabytes Shipped
Nearline						175.4						165.0						119.6						499.7						359.9
Non-nearline						24.0						25.0						24.0						71.2						72.0
Total						199.4						190.0						143.6						570.9						431.9

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(1) Revenue is attributed to geography based on the bill from location.

Revenue in the March 2026 quarter increased by $287 million compared to the December 2025 quarter, primarily due to favorable pricing actions undertaken by the Company and an increase in exabytes shipped reflecting higher demand for nearline products.

Revenue for the three and nine months ended April 3, 2026, increased by $952 million and $1.9 billion from the three and nine months ended March 28, 2025, respectively, primarily due to an increase in nearline exabytes shipped reflecting higher demand for nearline products and favorable pricing actions undertaken by the Company.

We maintain various sales incentive programs such as channel and OEM rebates. Sales incentive programs were approximately 10% of gross revenue for the March 2026 quarter, 11% for the December 2025 quarter and 14% for the March 2025 quarter. Adjustments to revenues due to under or over accruals for sales incentive programs related to revenues reported in prior quarterly periods were less than 1% of quarterly gross revenue in all periods presented.

Cost of Revenue and Gross Margin

						For the Three Months Ended																		For the Nine Months Ended
(Dollars in millions)						April 3, 2026						January 2, 2026						March 28, 2025						April 3, 2026						March 28, 2025
Cost of revenue						$	1,665					$	1,649					$	1,400					$	4,906					$	4,367
Gross profit						1,447						1,176						760						3,660						2,286
Gross margin						47		%				42		%				35		%				43		%				34		%

Gross margin for the March 2026 quarter increased by 5 percentage points compared to the December 2025 quarter primarily driven by pricing actions undertaken by the Company.

Gross margin for the three and nine months ended April 3, 2026 increased by 12 percentage points and 9 percentage points from the three and nine months ended March 28, 2025, respectively, primarily driven by pricing actions undertaken by the Company, favorable volume and product mix, and $10 million of restructuring costs related to an inventory write down that did not recur.

Warranty cost related to new shipments was 1.0%, 0.9% and 0.7% of revenue for the March 2026 quarter, December 2025 quarter and March 2025 quarter, respectively.

Operating Expenses

						For the Three Months Ended																		For the Nine Months Ended
(Dollars in millions)						April 3, 2026						January 2, 2026						March 28, 2025						April 3, 2026						March 28, 2025
Product development						$	194					$	187					$	180					$	567					$	545
Marketing and administrative						143						143						139						430						407
Legal settlement						105						—						—						105						—
Restructuring and other, net						7						3						10						23						12
Operating expenses						$	449					$	333					$	329					$	1,125					$	964

Product development expense. Product development expenses increased by $7 million in the March 2026 quarter compared to the December 2025 quarter, primarily due to a $3 million increase in material expenses and a $2 million increase in compensation and other employee benefits.

Product development expenses increased by $14 million in the March 2026 quarter compared to the March 2025 quarter, primarily due to an $8 million increase in outside services costs and a $3 million increase in facilities costs.

Product development expenses increased by $22 million in the nine months ended April 3, 2026 compared to the nine months ended March 28, 2025, primarily due to a $17 million increase in outside services costs and a $7 million increase in facilities costs, partially offset by a $3 million decrease in material expenses.

Marketing and administrative expense. Marketing and administrative expenses remained relatively flat in the March 2026 quarter compared to the December 2025 quarter and the March 2025 quarter, respectively.

Marketing and administrative expenses increased by $23 million in the nine months ended April 3, 2026 compared to the nine months ended March 28, 2025, primarily due to a $12 million increase in compensation and other employee benefits, a $4 million increase in information technology expenses and a $3 million increase in facilities costs.

Legal settlement. We recorded a charge of $105 million in the March 2026 quarter related to a litigation matter. Refer to “Item 1. Financial Statements—Note 11. Legal, Environmental and Other Contingencies” for more details.

Restructuring and other, net. We recorded $7 million of restructuring charges in the March 2026 quarter, primarily related to employee related termination benefits.

Other Expense, net

						For the Three Months Ended																		For the Nine Months Ended
(Dollars in millions)						April 3, 2026						January 2, 2026						March 28, 2025						April 3, 2026						March 28, 2025
Other expense, net						$	(134)					$	(136)					$	(76)					$	(350)					$	(301)

Other expense, net. Other expense, net for the March 2026 quarter primarily related to $69 million net loss from debt transactions and $68 million of interest expense partially offset by $6 million of interest income.

Other expense, net for the December 2025 quarter primarily related to $72 million of interest expense and $66 million net loss from debt transactions, partially offset by $7 million of interest income.

Other expense, net for the March 2025 quarter primarily related to $77 million of interest expense and $4 million net loss from debt transactions, partially offset by $4 million of interest income.

Other expense, net for the nine months ended April 3, 2026 primarily related to $220 million of interest expense and $141 million net loss from debt transactions, partially offset by $20 million of interest income.

Other expense, net for the nine months ended March 28, 2025 primarily related to $246 million of interest expense, $53 million net loss from certain investments and $4 million net loss from debt transactions, partially offset by $19 million of interest income.

Income Taxes

For the March 2026 quarter, December 2025 quarter and March 2025 quarter, we recorded income tax expense of $116 million, $114 million and $15 million, respectively. For the nine months ended April 3, 2026 and March 28, 2025, we recorded income tax expense of $295 million and $40 million, respectively. For further discussion, refer to “Part I, Item 1. Financial Statements—Note 4. Income Taxes”.

Liquidity and Capital Resources

The following sections discuss our principal liquidity requirements, as well as our sources and uses of cash and our liquidity and capital resources. Our cash and cash equivalents are maintained in investments with remaining maturities of 90 days or less at the time of purchase. The principal objectives of our investment policy are the preservation of principal and maintenance of liquidity. We believe our cash equivalents are liquid and accessible. We operate in some countries that have restrictive regulations over the movement of cash and/or foreign exchange across their borders. However, we believe our sources of cash will continue to be sufficient to fund our operations and meet our cash requirements for the next 12 months. Although there can be no assurance, we believe that our financial resources, along with controlling our costs and capital expenditures, will allow us to manage the ongoing impact of market demand disruptions on our business operations for the foreseeable future. However, some challenges to our industry and to our business continue to remain uncertain and cannot be predicted at this time. Consequently, we will continue to evaluate our financial position in light of future developments, particularly those relating to the global economic factors.

We are not aware of any downgrades, losses or other significant deterioration in the fair value of our cash equivalents from the values reported as of April 3, 2026. For additional information on risks and factors that could impact our ability to fund our operations and meet our cash requirements, see “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

Cash and Cash Equivalents

						As of
(Dollars in millions)						April 3, 2026						June 27, 2025						Change
Cash and cash equivalents						$	1,146					$	891					$	255

Our cash and cash equivalents as of April 3, 2026 increased by $255 million from June 27, 2025 primarily as a result of net cash of $2.4 billion provided by operating activities, partially offset by $1.1 billion cash paid for the partial retirement of 2028 Notes and repurchase of long-term debt, $468 million dividends paid to our shareholders, $382 million payments for capital expenditures and $111 million taxes paid related to net share settlement of equity awards.

Cash Provided by Operating Activities

Cash provided by operating activities for the nine months ended April 3, 2026 was $2.4 billion and includes the effects of net income adjusted for non-cash items including depreciation, amortization, share-based compensation, and the following major working capital related movements:

• an increase of $346 million in accrued expenses, income taxes and warranty, primarily due to an increase in accrued legal settlements and income taxes; and

• an increase of $89 million in accounts payable, primarily due to an increase in direct materials purchased; partially offset by

• an increase of $238 million in accounts receivable, primarily due to increased revenue;

• an increase of $90 million in inventories, primarily related to an increase in work-in-process inventory, partially offset by a decrease in raw materials and components; and

• a decrease of $62 million in accrued employee compensation, primarily due to variable compensation payments.

Cash Used in Investing Activities

Net cash used in investing activities for the nine months ended April 3, 2026 was $369 million, primarily attributable to payments of $382 million for the purchase of property, equipment and leasehold improvements, partially offset by proceeds of $15 million from our business divestiture from the sale of System-on-Chip Operations during fiscal year 2024.

Cash Used in Financing Activities

Net cash used in financing activities of $1.7 billion for the nine months ended April 3, 2026 was primarily attributable to the following activities:

• $1.1 billion cash paid for the partial retirement of 2028 Notes and the partial repurchase of long-term debt;

• $468 million in dividends paid to our shareholders;

• $111 million taxes paid related to net share settlement of equity awards;

• $59 million in payments for repurchases of our ordinary shares; and

• $20 million debt fees relating to the Obligor Exchange and retirement and repurchase of long-term debt; partially offset by

• $54 million in proceeds from the issuance of ordinary shares under employee stock plans.

Liquidity Sources

Our primary sources of liquidity as of April 3, 2026, consist of: (1) approximately $1.1 billion in cash and cash equivalents, (2) cash we expect to generate from operations and (3) $1.3 billion available for borrowing under our senior unsecured revolving credit facility (“Revolving Credit Facility”), which is part of our Credit Agreement (as defined within “Part I, Item 1. Financial Statements—Note 3. Debt”).

As of April 3, 2026, no borrowings (including swing line loans) were outstanding and no commitments were utilized for letters of credit issued under the Revolving Credit Facility. The Revolving Credit Facility is available for borrowings, subject to compliance with a financial covenant and other customary conditions to borrowing.

As of April 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. As of April 3, 2026, we were in compliance with all of the covenants under our debt agreements. We continue to evaluate our debt portfolio and structure to comply with our financial debt covenant.

We believe that our sources of cash will be sufficient to fund our operations and meet our cash requirements for at least the next 12 months. Our ability to fund liquidity requirements beyond 12 months will depend on our future cash flows, which are determined by future operating performance, and therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors, some of which are beyond our control.

For additional information on risks and factors that could impact our ability to fund our operations and meet our cash requirements, among others, see “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.

Cash Requirements and Commitments

Our liquidity requirements are primarily to meet our working capital, product development and capital expenditure needs, to fund scheduled payments of principal and interest on our indebtedness, quarterly dividend, share repurchase program and any future strategic investments.

Purchase obligations

Purchase obligations are defined as contractual obligations for the purchase of goods or services, which are enforceable and legally binding on us, and that specify all significant terms. From time to time, we enter into long-term, non-cancelable purchase commitments or make large up-front investments with certain suppliers in order to secure certain components or technologies for the production of our products or to supplement our internal manufacturing capacity for certain components. As of April 3, 2026, we had unconditional purchase obligations of approximately $1.9 billion, primarily related to purchases of inventory components with our suppliers. We expect $1.5 billion of these commitments to be paid within one year. In addition, we also had certain long-term, market share-based, non-cancellable inventory purchase commitments as of April 3, 2026.

Capital expenditures

We incur material capital expenditures to design and manufacture our products that depend on advanced technologies and manufacturing techniques. As of April 3, 2026, we had unconditional commitments of $312 million primarily related to purchases of equipment, of which approximately $298 million is expected to be paid within one year. During fiscal year 2026, supporting volume ramp of hard drives utilizing heat-assisted magnetic recording (“HAMR”) technology, we expect capital expenditures to be higher than fiscal year 2025 and still within our target range of 4-6% of revenue.

Long-term debt and interest payments on debt

As of April 3, 2026, the future principal payment obligation on our long-term debt was $3.9 billion, which will mature in more than one year. As of April 3, 2026, future interest payments on this outstanding debt are estimated to be approximately $1.4 billion, of which $255 million is expected to be paid within one year. As of the calendar quarter ended March 31, 2026, the conditional conversion option of the 2028 Notes was triggered in accordance with the terms of the 2028 Notes indenture. Accordingly, the 2028 Notes are exchangeable through June 30, 2026. As a result, we have classified the 2028 Notes within Current liabilities in our Condensed Consolidated Balance Sheets as of April 3, 2026. From time to time, we may refinance, repurchase, redeem or otherwise extinguish any of our outstanding senior notes in open market or privately negotiated purchases or otherwise, or we may repurchase or redeem outstanding senior notes pursuant to the terms of the applicable indenture. Refer to “Item 1. Financial Statements—Note 3. Debt” for more details.

Legal settlements

As of April 3, 2026, we accrued a total of $240 million relating to legal settlements, of which $150 million is expected to be paid within one year and $90 million thereafter. Refer to “Item 1. Financial Statements—Note 11. Legal, Environmental and Other Contingencies” for more details.

Dividends

On April 28, 2026, our Board of Directors declared a quarterly cash dividend of $0.74 per share, which will be payable on July 7, 2026 to shareholders of record as of the close of business on June 24, 2026. Our ability to pay dividends in the future will be subject to, among other things, general business conditions within the data storage industry, our financial results, the impact of paying dividends on our credit ratings and legal and contractual restrictions on the payment of dividends by our subsidiaries to us or by us to our ordinary shareholders, including restrictions imposed by covenants on our debt instruments.

Share repurchases

From time to time, at our discretion, we may repurchase any of our outstanding ordinary shares through private, open market, or broker assisted purchases, tender offers, or other means, including through the use of derivative transactions. During the nine months ended April 3, 2026, we repurchased approximately 0.7 million of our ordinary shares including approximately 0.4 million shares withheld for statutory tax withholdings related to vesting of employee equity awards. As of April 3, 2026, $4.9 billion remained available for repurchase under our existing repurchase authorization limit. We may limit or terminate the repurchase program at any time. All repurchases are effected as redemptions in accordance with our Constitution.

Other

We require substantial amounts of cash to fund any increased working capital requirements, future capital expenditures, scheduled payments of principal and interest on our indebtedness and payments of dividends. We will continue to evaluate and manage the retirement and replacement of existing debt and associated obligations, including evaluating the issuance of new debt securities, exchanging existing debt securities for other debt securities and retiring debt pursuant to privately negotiated transactions, open market purchases, tender offers or other means or otherwise. In addition, we may selectively pursue strategic alliances, acquisitions, joint ventures and investments, which may require additional capital.

Critical Accounting Estimates

Our discussion and analysis of financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of such statements requires us to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period and the reported amounts of assets and liabilities as of the date of the financial statements. Our estimates are based on historical experience and other assumptions that we consider to be appropriate in the circumstances. However, actual future results may vary from our estimates.

Other than as described in “Part I, Item 1. Financial Statements—Note 1. Basis of Presentation and Summary of Significant Accounting Policies”, there have been no material changes in our critical accounting policies and estimates. Refer to “Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 27, 2025, as filed with the SEC on August 1, 2025, for a discussion of our critical accounting policies and estimates.

Recent Accounting Pronouncements

See “Item 1. Financial Statements—Note 1. Basis of Presentation and Summary of Significant Accounting Policies” for information regarding the effect of new accounting pronouncements on our financial statements.

We have exposure to market risks due to the volatility of interest rates, foreign currency exchange rates, commodity prices, credit rating changes and equity and bond markets. A portion of these risks may be hedged, but fluctuations could impact our results of operations, financial position and cash flows. Our policy prohibits us from entering into derivative financial instruments for speculative or trading purposes.

Interest Rate Risk. Our exposure to market risk for changes in interest rates relates primarily to our cash investment portfolio.

We have fixed rate debt obligations, which we enter into for general corporate purposes including capital expenditures and working capital needs.

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 April 3, 2026.

(Dollars in millions, except percentages)						Fiscal Years Ended																																										Fair Value at April 3, 2026
			2026						2027						2028						2029						2030						Thereafter						Total
Assets
Money market funds, time deposits and certificates of deposit
Floating rate						$	281					$	—					$	—					$	—					$	—					$	—					$	281					$	281
Average interest rate						3.58		%				—		%				—		%				—		%				—		%				—		%				3.58		%
Debt
Fixed rate						$	—					$	—					$	399					$	430					$	638					$	2,438					$	3,905					$	5,496
Average interest rate						—		%				—		%				3.50		%				4.09		%				7.14		%				7.31		%				6.54		%

Foreign Currency Exchange Risk. From time to time, we may enter into foreign currency forward exchange contracts to manage exposure related to certain foreign currency commitments and anticipated foreign currency denominated expenditures.

We hedge portions of our foreign currency denominated balance sheet positions with foreign currency forward exchange contracts to reduce the risk that our earnings will be adversely affected by changes in currency exchange rates. The change in fair value of these contracts is recognized in earnings in the same period as the gains and losses from the remeasurement of the assets and liabilities. All foreign currency forward exchange contracts mature within 12 months.

The table below provides information as of April 3, 2026 about our foreign currency forward exchange contracts. The table is provided in dollar equivalent amounts and presents the notional amounts (at the contract exchange rates) and the weighted-average contractual foreign currency exchange rates.

(Dollars in millions, except average contract rate)						Notional Amount						Average Contract Rate						Estimated Fair Value**(1)**
Foreign currency forward exchange contracts:
British Pound Sterling						$	30					0.76						$	—
Chinese Renminbi						39						6.88						—
Singapore Dollar						76						1.29						—
Thai Baht						69						32.48						—
Total						$	214											$	—

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(1) Equivalent to the unrealized net gain (loss) on existing contracts.

Commodity Price Risk. We have commodity price risk which could have an impact on our financial results because of changes in the prices of precious metals used in manufacturing our products. 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 April 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.

Other Market Risks. We have exposure to counterparty credit downgrades in the form of credit risk related to our foreign currency forward exchange contracts, our commodity forward contracts and our fixed income portfolio. We monitor and limit our credit exposure for our foreign currency forward exchange contracts by performing ongoing credit evaluations. We also manage the notional amount of contracts entered into with any one counterparty and we maintain limits on maximum tenor of contracts based on the credit rating of the financial institution. Additionally, the investment portfolio is diversified and structured to minimize credit risk. Changes in our corporate issuer credit ratings have minimal impact on our near-term financial results, but downgrades may negatively impact our future ability to raise capital, our ability to execute transactions with various counterparties, and may increase the cost of such capital.

We are subject to equity market risks due to changes in the fair value of the notional investments selected by our employees as part of our non-qualified deferred compensation plan—the SDCP.

We entered into a Total Return Swap (“TRS”) in order to manage the equity market risks associated with the SDCP liabilities. We pay a floating rate, based on SOFR plus an interest rate spread, on the notional amount of the TRS. The TRS is designed to substantially offset changes in the SDCP liabilities due to changes in the value of the investment options made by employees.

Evaluation of Disclosure Controls and Procedures

As required by the Exchange Act Rule 13a-15, we carried out an evaluation 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 the end of the period covered by this Quarterly Report. Based on the evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective as of April 3, 2026.

Changes in Internal Control over Financial Reporting

During the quarter ended April 3, 2026, there were no changes in our internal control over financial reporting that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

**ITEM 1.**LEGAL PROCEEDINGS

For a discussion of legal proceedings, see “Part I, Item 1. Financial Statements—Note 11. Legal, Environmental and Other Contingencies” of this Quarterly Report on Form 10-Q.

Summary of Risk Factors

The following is a summary of the principal risks and uncertainties that could materially and adversely affect our business, results of operations, financial condition, cash flows, brand and/or the price of our outstanding ordinary shares, and make an investment in our ordinary shares speculative or risky. You should read this summary together with the more detailed description of each risk factor contained below. Additional risks beyond those summarized below or discussed elsewhere in this Quarterly Report on Form 10-Q may apply to our business and operations as currently conducted or as we may conduct them in the future or to the markets in which we currently, or may in the future, operate.

Risks Related to our Business, Operations and Industry

• Our ability to increase our revenue and maintain our market share depends on our ability to successfully introduce and achieve market acceptance of new products on a timely basis. If our products do not keep pace with customer requirements, our results of operations will be adversely affected.

• We operate in highly competitive markets and our failure to anticipate and respond to technological changes and other market developments, including price competition, could harm our ability to compete and risk the commoditization of our products.

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

• We are dependent on sales to distributors and retailers, which may increase price erosion and the volatility of our sales.

• We must plan our investments in our products and incur costs before we have customer orders or know about the market conditions at the time the products are produced. If we fail to predict demand accurately for our products or if the markets for our products change, we may have insufficient demand or we may be unable to meet demand, which may materially and adversely affect our financial condition and results of operations.

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

• We have a long and unpredictable sales cycle for nearline storage solutions, which impairs our ability to accurately predict our financial and operating results in any period and may adversely affect our ability to manage inventory and forecast the need for investments and expenditures.

• We experience seasonal declines in the sales of our consumer products during the second half of our fiscal year which may adversely affect our results of operations.

• Our worldwide sales and manufacturing operations subject us to risks that may adversely affect our business related to disruptions in international markets, currency exchange fluctuations and increased costs.

• We may not be able to execute acquisitions, divestitures and other significant transactions successfully and we may have difficulty or fail to successfully integrate acquired companies.

Risks Associated with Supply and Manufacturing

• 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, has in the past and may in the future affect our production and development of products and harm our operating results.

• We have cancelled purchase commitments with suppliers and incurred costs associated with such cancellations, and if revenues fall or customer demand decreases significantly, we may seek to cancel or may otherwise not meet our purchase commitments to certain suppliers in the future, which could result in damages, penalties, disputes, litigation, increased manufacturing costs or excess inventory.

• Due to the complexity of our products, some defects may only become detectable after deployment, which may lead to increased costs and adversely affect our operating results.

Risks Related to Financial Performance or General Economic Conditions

• Changes in the macroeconomic environment have impacted and may continue to negatively impact our results of operations.

• We may not be able to generate sufficient cash flows from operations and our investments to meet our liquidity requirements, including servicing our indebtedness and continuing to declare our quarterly dividend.

• Our quarterly results of operations fluctuate, sometimes significantly, from period to period, and may cause our share price to decline.

• If we do not adequately control our costs or if any cost reduction 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.

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

• We are subject to counterparty default risks.

Legal, Regulatory and Compliance Risks

• Our business is subject to various laws, regulations and governmental policies that may cause us to incur significant expense or adversely impact our results of operations and financial condition.

• Some of our products and services are subject to export control laws and other laws affecting the countries in which our products and services may be sold, distributed, or delivered, and any changes to or violation of these laws could have a material and adverse effect on our business, results of operations, financial condition and cash flows.

• Changes in U.S. trade policy, including the imposition of sanctions or tariffs and the resulting consequences, may have a material and adverse impact on our business and results of operations.

• Our business is exposed to risks associated with litigation, investigations and regulatory proceedings that may cause us to incur significant expense or adversely impact our results of operations and financial condition.

• Tax-related matters could have a material and adverse effect on our business, results of operations or financial condition.

Risks Related to Intellectual Property and Other Proprietary Rights

• We may be unable to protect our intellectual property rights, which could adversely affect our business, financial condition and results of operations.

• We are at times subject to intellectual property proceedings and claims which could cause us to incur significant additional costs or prevent us from selling our products, and which could adversely affect our results of operations and financial condition.

• Our business and certain products and services depend in part on intellectual property and technology licensed from third parties, as well as data centers and infrastructure operated by third parties.

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.

**Risks Related to Human Capital and Corporate Responsibi

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Trading Plans or Rule 10b5-1 Trading Plans

The table below summarizes the material terms of trading arrangements adopted by any of our executive officers or directors during the March 2026 quarter. All of the trading arrangements listed below are intended to satisfy the affirmative defense of Rule 10b5-1(c).

Name			Title			Date of Adoption			End Date¹			Aggregate number of ordinary shares to be sold pursuant to the trading agreement
James C. Lee			Executive Vice President, Chief Legal Officer and Corporate Secretary			January 29, 2026			January 29, 2027			19,958
Dr. John C. Morris			Executive Vice President and Chief Technology Officer			January 29, 2026			May 7, 2027			81,462
Ban Seng Teh			Executive Vice President, Global Sales and Sales Operations			February 11, 2026			February 11, 2027			54,366
Dr. William D. Mosley			Board Chair and Chief Executive Officer			February 18, 2026			April 30, 2027			360,000
Prat S. Bhatt			Director			March 3, 2026			May 31, 2027			2,580

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¹ The plan will expire on the earlier of the end date or the completion of all transactions under the trading arrangement.

												Incorporated by Reference
Exhibit No.						Exhibit Description						Form						File No.						Exhibit						Filing Date						Filed Herewith
3.1						Certificate of Incorporation of Seagate Technology Holdings plc						10-K						001-31560						3.1						8/6/2021
3.2						Constitution of Seagate Technology Holdings public limited company as of May 18, 2021 (as amended by special resolution dated May 14, 2021)						S-8						001-31560						4.1						10/20/2021
31.1						Certification of the Chief Executive Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002																														X
31.2						Certification of the Chief Financial Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002																														X
32.1†						Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002																														X
101.INS						Inline XBRL Instance Document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
104						Inline XBRL Cover Page contained in Exhibit 101

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† The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Seagate Technology Holdings plc under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
DATE:			April 29, 2026			BY:			/s/ Gianluca Romano
									Gianluca Romano
									Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)