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Seagate Technology — Illustrative Table of Potential Dilutive Impact of Exchangeable Senior Notes due 2028 (opens in new window) (company IR deck)
Seagate Technology (STX) · 3 slides · Filed Oct 27, 2026
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Slide 1 — Illustrative Table of Potential Dilutive Impact of Exchangeable Senior Notes due 2028
Illustrative Table of Potential Dilutive Impact of Exchangeable Senior Notes due 2028 Updated as of July 3, 2026 On September 13, 2023, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology Holdings plc (the “Company”), issued $1.5 billion in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”), maturing on June 1, 2028. The adjusted exchange rate for the Notes is 12.1368 ordinary shares per $1,000 principal amount of Notes, which is equivalent to an adjusted exchange price of approximately $82.39 per share. The Company calculates the incremental dilutive shares related to the notes using the if-converted method, as Seagate HDD is required under the indenture governing the Notes to settle the principal amount of the Notes in cash upon conversion and may elect to settle value in excess of the principal amount either in cash or through the issuance of ordinary shares of the Company. The incremental dilutive shares are reflected in the Company’s GAAP earnings per share (“EPS”) calculation when the volume-weighted average price (“VWAP”) of its ordinary shares for a reporting period exceeds the exchange price of $82.39 per share. On September 13, 2023, the Company and Seagate HDD entered into privately negotiated capped call transactions, which are expected to reduce the potential dilution to the Company’s ordinary shares and/or offset any cash payments that the Company is required to make upon exchange of the Notes in excess of the principal amount. Under the capped call transactions, the incremental dilution to the Company’s Non- GAAP earning per share (“EPS”) occurs if the VWAP is greater than the strike price of the capped call transactions, with such reduction or offset being subject to a cap. The adjusted cap price of the capped call transactions is $107.75 per share. Based on a quarterly average VWAP of $789.93, the dilutive impact on the Non-GAAP EPS was approximately 1.4 million shares for the fourth fiscal quarter ended July 3, 2026. On November 12, 2025, the Company completed the retirement of $500 million principal amount of the Notes and the issuance of approximately 4.3 million ordinary shares of Seagate stock. For further details, please reference the Company’s Form 8-K filed on November 13, 2025. On February 19, 2026, the Company completed the retirement of a further $600 million principal amount of the Notes and the issuance of approximately 5.95 million ordinary shares of Seagate stock. For further details, please reference the Company’s Form 8-K filed on February 19, 2026. On May 27, 2026, the Company completed the retirement of an additional approximately $186 million principal amount of the Notes and the issuance of approximately 2.02 million ordinary shares of Seagate stock. For further details, please reference the Company’s Form 8-K filed on May 28, 2026. There have been no changes made to the $1.5 billion notional value of the original capped call transactions. On June 11, 2026, the Company issued a notice to all Note holders calling for redemption of all outstanding Notes with planned redemption date set for September 8, 2026. As of July 3, approximately $186 million in aggregate principal amount of Notes remained outstanding. The Hypothetical Dilution Table is for illustrative purposes and reflects the potential dilutive shares that would be included in the calculation of our future GAAP and Non-GAAP earning per share (“EPS”)
Slide 2 — following the exchange transactions based on a hypothetical quarterly VWAP of our common stock at the
following the exchange transactions based on a hypothetical quarterly VWAP of our common stock at the latest conversion rate. For further details regarding the Notes, please reference the Company’s reports filed with the Securities and Exchange Commission and the Indenture for the Notes, dated as of September 13, 2023, and filed with the Company’s Form 8-K on September 13, 2023. The amounts set forth below have not been audited. Seagate Technology Holdings plc Hypothetical Dilution Table (In thousands except stock price) (1) The “Hypothetical Quarterly Average Stock Price” represents the VWAP and is presented up to $1,300 per share, however dilution would continue beyond $1,300 per share. (2) Represents total shares underlying the approximately $186 million Exchangeable Senior Notes, required to be included in diluted GAAP EPS. (3) This column reflects the full $1.5 billion notional value of the original capped call transactions, as this value did not change following the retirement of $500 million of the Notes completed on November 12, 2025, the retirement of $600 million of the Notes completed on February 19, 2026, the retirement of ~$186 million of the Notes completed on May 27, 2026 or Notes that have been retired upon exchange requests initiated by the Note holders. Hypothetical Quarterly Average Stock Price (1) If-Converted Method Dilutive Shares GAAP EPS (2) Capped Call Adjustment (3) Net Dillutive Shares non-GAAP EPS $100.00 397 (3,205) - $107.75 530 (4,284) - $150.00 1,016 (3,077) - $200.00 1,326 (2,308) - $250.00 1,511 (1,846) - $300.00 1,635 (1,538) 97 $350.00 1,724 (1,319) 405 $400.00 1,790 (1,154) 636 $450.00 1,842 (1,026) 816 $500.00 1,883 (923) 960 $550.00 1,917 (839) 1,078 $600.00 1,945 (769) 1,176 $650.00 1,969 (710) 1,259 $700.00 1,989 (659) 1,330 $789.93 2,019 (584) 1,435 $800.00 2,022 (577) 1,445 $850.00 2,036 (543) 1,493 $900.00 2,048 (513) 1,535 $950.00 2,059 (486) 1,573 $1,000.00 2,069 (462) 1,607 $1,050.00 2,078 (440) 1,638 $1,100.00 2,086 (420) 1,666 $1,150.00 2,093 (401) 1,692 $1,200.00 2,100 (385) 1,715 $1,250.00 2,106 (369) 1,737 $1,300.00 2,112 (355) 1,757
Slide 3 — date they were made, unless required by applicable law.
Cautionary Note Regarding Forward-Looking Statements This document 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. Forward-looking statements include, among other things, statements about the total potential dilutive shares that would be included in the calculation of GAAP and Non-GAAP EPS. 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 the 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 subject to various uncertainties and risks that could cause the Company’s actual results to differ materially from historical experience and the Company’s present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest periodic report on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this document, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.