SEC Form 4
FORM 4UNITED 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).
X
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*
Teh Ban Seng

(Last)(First)(Middle)
SEAGATE TECHNOLOGY HOLDINGS PLC
47488 KATO ROAD

(Street)
FREMONT CALIFORNIA 94538

(City)(State)(Zip)

UNITED STATES

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Commercial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Ordinary Shares08/20/2026M2,267A$05,198D
Ordinary Shares08/20/2026M7,595A$012,793D
Ordinary Shares08/20/2026M2,279A$015,072D
Ordinary Shares08/20/2026M6,048(1)A$158.421,120D
Ordinary Shares08/20/2026S240D$829.7733(2)20,880D
Ordinary Shares08/20/2026S80D$830.1820,800D
Ordinary Shares08/20/2026S240D$831.8525(3)20,560D
Ordinary Shares08/20/2026S280D$833.7075(4)20,280D
Ordinary Shares08/20/2026S240D$834.5875(5)20,040D
Ordinary Shares08/20/2026S682D$835.6362(6)19,358D
Ordinary Shares08/20/2026S440D$837.2214(7)18,918D
Ordinary Shares08/20/2026S120D$838.4067(8)18,798D
Ordinary Shares08/20/2026S80D$839.9375(9)18,718D
Ordinary Shares08/20/2026S160D$841.5088(10)18,558D
Ordinary Shares08/20/2026S120D$843.24(11)18,438D
Ordinary Shares08/20/2026S40D$843.8618,398D
Ordinary Shares08/20/2026S926D$845.0293(12)17,472D
Ordinary Shares08/20/2026S320D$846.3094(13)17,152D
Ordinary Shares08/20/2026S160D$847.415(14)16,992D
Ordinary Shares08/20/2026S400D$849.27(15)16,592D
Ordinary Shares08/20/2026S280D$850.4093(16)16,312D
Ordinary Shares08/20/2026S630D$852.0486(17)15,682D
Ordinary Shares08/20/2026S610D$852.6649(18)15,072D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Unit$008/20/2026M2,267 (19) (19)Ordinary Shares2,267$06,804D
Restricted Share Unit$008/20/2026M7,595 (20) (20)Ordinary Shares7,595$00D
Restricted Share Unit$008/20/2026M2,279 (20) (20)Ordinary Shares2,279$00D
NQ Stock Option$158.408/20/2026M6,048 (21)08/20/2032Ordinary Shares6,048$018,144D
Restricted Share Unit$008/20/2026A1,775 (22) (22)Ordinary Shares1,775$01,775D
Restricted Share Unit$008/20/2026A417 (23) (23)Ordinary Shares417$0417D
Restricted Share Unit$008/20/2026A1,389 (23) (23)Ordinary Shares1,389$01,389D
NQ Stock Option$850.2408/20/2026A4,736 (24)08/20/2033Ordinary Shares4,736$04,736D
Explanation of Responses:
1. The option exercise and sale of all Ordinary Shares reported in this Form 4 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 $829.17 to $830.15. 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.
3. These Ordinary Shares were sold in multiple trades at prices ranging from $831.74 to $831.97. 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 $833.11 to $833.98. 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 $834.38 to $835.23. 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 $835.50 to $836.08. 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.
7. These Ordinary Shares were sold in multiple trades at prices ranging from $836.74 to $837.67. 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.
8. These Ordinary Shares were sold in multiple trades at prices ranging from $838.00 to $838.78. 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 $839.60 to $840.28 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 $841.10 to $841.91. 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 $842.85 to $843.76. 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 $845.00 to $845.58. 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 $846.00 to $846.66. 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 $847.23 to $847.69. 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.
15. These Ordinary Shares were sold in multiple trades at prices ranging from $848.81 to $849.67. 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.
16. These Ordinary Shares were sold in multiple trades at prices ranging from $850.11 to $850.73. 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 $851.24 to $852.11. 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 $852.55 to $853.01. 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. Consists of a grant of Restricted Share Unit (RSU) awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "2022 Plan") subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on August 20, 2026 and then in equal quarterly installments thereafter.
20. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, 100% of such RSUs vested on the first anniversary of the grant date, August 20, 2026.
21. Consist of Options awarded to the Reporting Person under Plan are subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, one-quarter of the shares vested on August 20, 2026 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
22. Consists of a grant of RSUs awarded to the Reporting Person under the Plan subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such Options vested as to one-quarter of the shares on August 20, 2026 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
23. Consists of a grant of RSUs awarded to the Reporting Person under the Plan. Subject to the Reporting Person's continuous employment, 100% of such RSUs will vest on the first anniversary of the grant date, August 20, 2027.
24. Consists of Options awarded to the Reporting Person under the Plan subject to a four-year vesting schedule. Subject to the Reporting Person's continuous employment, such Options vest as to one-quarter of the shares on August 20, 2027 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
Remarks:
/s/ Louis J. Thorson, Attorney-in-Fact for Ban Seng Teh08/24/2026
** Signature of Reporting PersonDate
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)