EVP & Chief Commercial Officer Teh Ban Seng sold $12,687,979 worth of Ordinary Shares (15,560 units at $815.42) as part of a pre-agreed trading plan and exercised 8,003 units of Ordinary Shares at a strike of $76.42, decreasing direct ownership by 67% to 3,691 units (SEC Form 4)
$STX
Electronic Components
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Seagate Technology Holdings plc [ STX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 05/13/2026 | S | 520(1) | D | $800.2604(2) | 10,728 | D | |||
| Ordinary Shares | 05/13/2026 | S | 200 | D | $801.39(3) | 10,528 | D | |||
| Ordinary Shares | 05/13/2026 | S | 419 | D | $802.6697(4) | 10,109 | D | |||
| Ordinary Shares | 05/13/2026 | S | 676 | D | $803.7626(5) | 9,433 | D | |||
| Ordinary Shares | 05/13/2026 | S | 509 | D | $804.7147(6) | 8,924 | D | |||
| Ordinary Shares | 05/13/2026 | S | 400 | D | $805.994(7) | 8,524 | D | |||
| Ordinary Shares | 05/13/2026 | S | 120 | D | $807.3083(8) | 8,404 | D | |||
| Ordinary Shares | 05/13/2026 | S | 429 | D | $808.5973(9) | 7,975 | D | |||
| Ordinary Shares | 05/13/2026 | S | 607 | D | $809.6285(10) | 7,368 | D | |||
| Ordinary Shares | 05/13/2026 | S | 351 | D | $810.5711(11) | 7,017 | D | |||
| Ordinary Shares | 05/13/2026 | S | 272 | D | $812.204(12) | 6,745 | D | |||
| Ordinary Shares | 05/13/2026 | S | 285 | D | $813.4684(13) | 6,460 | D | |||
| Ordinary Shares | 05/13/2026 | S | 200 | D | $814.262(14) | 6,260 | D | |||
| Ordinary Shares | 05/13/2026 | S | 80 | D | $815.51 | 6,180 | D | |||
| Ordinary Shares | 05/13/2026 | S | 160 | D | $817.2325(15) | 6,020 | D | |||
| Ordinary Shares | 05/13/2026 | S | 200 | D | $818.633(16) | 5,820 | D | |||
| Ordinary Shares | 05/13/2026 | S | 40 | D | $819.51 | 5,780 | D | |||
| Ordinary Shares | 05/13/2026 | S | 320 | D | $821.2938(17) | 5,460 | D | |||
| Ordinary Shares | 05/13/2026 | S | 40 | D | $822.19 | 5,420 | D | |||
| Ordinary Shares | 05/13/2026 | S | 80 | D | $824.96 | 5,340 | D | |||
| Ordinary Shares | 05/13/2026 | S | 80 | D | $827.5 | 5,260 | D | |||
| Ordinary Shares | 05/13/2026 | S | 1,569 | D | $830.75 | 3,691 | D | |||
| Ordinary Shares | 05/14/2026 | M | 3,515 | A | $64.31 | 7,206 | D | |||
| Ordinary Shares | 05/14/2026 | M | 2,358 | A | $101.34 | 9,564 | D | |||
| Ordinary Shares | 05/14/2026 | M | 2,130 | A | $68.83 | 11,694 | D | |||
| Ordinary Shares | 05/14/2026 | S | 8,003 | D | $817.2842(18) | 3,691 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| NQ Options | $64.31 | 05/14/2026 | M | 3,515 | (19) | 09/11/2030 | Ordinary Shares | 3,515 | $0 | 14,060 | D | ||||
| NQ Options | $101.34 | 05/14/2026 | M | 2,358 | (20) | 09/09/2031 | Ordinary Shares | 2,358 | $0 | 16,509 | D | ||||
| NQ Options | $68.83 | 05/14/2026 | M | 2,130 | (21) | 09/09/2029 | Ordinary Shares | 2,130 | $0 | 2,130 | D | ||||
| Explanation of Responses: |
| 1. All transactions reported in this Form 4 on 5/13/2026 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 11, 2026. |
| 2. These Ordinary Shares were sold in multiple trades at prices ranging from $800 to $800.95. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 3. These Ordinary Shares were sold in multiple trades at prices ranging from $801.12 to $802.00. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 4. These Ordinary Shares were sold in multiple trades at prices ranging from $802.19 to $803.15. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 5. These Ordinary Shares were sold in multiple trades at prices ranging from $803.28 to $804.24. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 6. These Ordinary Shares were sold in multiple trades at prices ranging from $804.30 to $805.19. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 7. These Ordinary Shares were sold in multiple trades at prices ranging from $805.63 to $806.36. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 8. These Ordinary Shares were sold in multiple trades at prices ranging from $807.11 to $807.71. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 9. These Ordinary Shares were sold in multiple trades at prices ranging from $808.25 to $809.08. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 10. These Ordinary Shares were sold in multiple trades at prices ranging from $809.25 to $810.00. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 11. These Ordinary Shares were sold in multiple trades at prices ranging from $810.25 to $811.13. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 12. These Ordinary Shares were sold in multiple trades at prices ranging from $811.74 to $812.62. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 13. These Ordinary Shares were sold in multiple trades at prices ranging from $812.76 to $813.69. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 14. These Ordinary Shares were sold in multiple trades at prices ranging from $813.99 to $814.67. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 15. These Ordinary Shares were sold in multiple trades at prices ranging from $816.96 to $817.51. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 16. These Ordinary Shares were sold in multiple trades at prices ranging from $818.00 to $818.92. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 17. These Ordinary Shares were sold in multiple trades at prices ranging from $821.00 to $821.50. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 18. These Ordinary Shares were sold in multiple trades at prices ranging from $817.24 to $818.02. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. |
| 19. Options granted to the Reporting Person under the Seagate Technology plc 2022 Equity Incentive Plan (the "2022 Plan") are subject to a four-year vesting schedule. One-quarter of the options vested on September 11, 2024 and the remaining options vest in equal monthly installments over the 36 months following September 11, 2024. |
| 20. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One-quarter of the options vested on September 9, 2025 and the remaining options vest in equal monthly installments over the 36 months following September 9, 2025. |
| 21. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One-quarter of the options vested on September 9, 2023 and the remaining options vest in equal monthly installments over the 36 months following September 9, 2023. |
| Remarks: |
| /s/ Louis J. Thorson, Attorney-in-Fact for Ban Seng Teh | 05/14/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||