Seagate Technology Files 8-K for Regulation FD Disclosure

TL;DR

Seagate just dropped an 8-K for a Reg FD disclosure - watch for their next announcement.

AI Summary

On April 16, 2024, Seagate Technology Holdings plc filed an 8-K report. The filing primarily serves as a notification of a Regulation FD Disclosure, indicating that the company is releasing material non-public information to the public. Specific details of the disclosure are not provided in this initial filing summary.

Why It Matters

This filing signals that Seagate is making a public announcement of information that could impact investors' decisions. Investors should look for the actual disclosure to understand the nature and potential impact of the information.

Risk Assessment

Risk Level: low — This 8-K filing is a procedural notification and does not contain specific financial or operational news that would inherently increase risk.

Key Players & Entities

• Seagate Technology Holdings plc (company) — Filer of the 8-K report
• April 16, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.00001 — Registered Ordinary Shares, par value $0.00001 per share STX The NASDAQ Global Sel
• $1,500 million — September 13, 2023, Seagate HDD issued $1,500 million in aggregate principal amount of 3.50%
• $1,000 — he Notes is 12.1253 ordinary shares per $1,000 principal amount of Notes, which is equ
• $82.47 — initial exchange price of approximately $82.47 per share. The Company calculates the
• $107.8480 — e capped call transactions is initially $107.8480 per share. The following table is for
• $150 — arterly Stock Price" is presented up to $150 per share, however dilution would conti

Filing Documents

• d752918d8k.htm (8-K) — 49KB
• 0001193125-24-097742.txt ( ) — 168KB
• stx-20240416.xsd (EX-101.SCH) — 3KB
• stx-20240416_lab.xml (EX-101.LAB) — 17KB
• stx-20240416_pre.xml (EX-101.PRE) — 11KB
• d752918d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-31560 98-1597419 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 121 Woodlands Avenue 5 Singapore 739009 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (65) 6018-2562 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Ordinary Shares, par value $0.00001 per share STX The NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item7.01 Regulation FD Disclosure. To assist investors in assessing the potential dilutive impact of the 3.50% Exchangeable Senior Notes due 2028 issued by 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"), the Company is furnishing the following information. On September 13, 2023, Seagate HDD issued $1,500 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the "Notes"), maturing on June 1, 2028. The initial exchange rate for the Notes is 12.1253 ordinary shares per $1,000 principal amount of Notes, which is equivalent to an initial exchange price of approximately $82.47 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 is currently required under its credit agreement to settle value in excess of the principal amount 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 average market value of its ordinary shares for a reporting period exceeds the exchange price of $82.47 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 average market value is greater than the strike price of the capped call transactions, with such reduction or offset being subject to a cap. The cap price of the capped call transactions is initially $107.8480 per share. The following 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") following the exchange transactions based on a hypothetical quarterly average market price of our common stock at the initial 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. The information in this Item 7.01 is "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabili

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