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*
Romano Gianluca

(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 & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
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 Shares09/11/2026M8,517(1)A$68.8338,137D
Ordinary Shares09/11/2026M15,067A$64.3153,204D
Ordinary Shares09/11/2026M13,475A$101.3466,679D
Ordinary Shares09/11/2026M13,439A$158.480,118D
Ordinary Shares09/11/2026S1,040D$819.3885(2)79,078D
Ordinary Shares09/11/2026S1,320D$820.5433(3)77,758D
Ordinary Shares09/11/2026S1,550D$821.4165(4)76,208D
Ordinary Shares09/11/2026S1,690D$822.4984(5)74,518D
Ordinary Shares09/11/2026S880D$823.7205(6)73,638D
Ordinary Shares09/11/2026S1,400D$824.595(7)72,238D
Ordinary Shares09/11/2026S800D$825.6525(8)71,438D
Ordinary Shares09/11/2026S1,840D$826.7184(9)69,598D
Ordinary Shares09/11/2026S1,727D$827.7209(10)67,871D
Ordinary Shares09/11/2026S3,321D$828.841(11)64,550D
Ordinary Shares09/11/2026S5,593D$829.7666(12)58,957D
Ordinary Shares09/11/2026S7,568D$830.7442(13)51,389D
Ordinary Shares09/11/2026S4,589D$831.7088(14)46,800D
Ordinary Shares09/11/2026S4,220D$832.6812(15)42,580D
Ordinary Shares09/11/2026S2,080D$833.6653(16)40,500D
Ordinary Shares09/11/2026S1,440D$834.8031(17)39,060D
Ordinary Shares09/11/2026S1,320D$835.6733(18)37,740D
Ordinary Shares09/11/2026S480D$836.9158(19)37,260D
Ordinary Shares09/11/2026S200D$838.096(20)37,060D
Ordinary Shares09/11/2026S880D$839.1473(21)36,180D
Ordinary Shares09/11/2026S1,000D$840.1228(22)35,180D
Ordinary Shares09/11/2026S320D$841.0502(23)34,860D
Ordinary Shares09/11/2026S280D$842.229(24)34,580D
Ordinary Shares09/11/2026S360D$843.5456(25)34,220D
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
NQ Options$68.8309/11/2026M8,517 (26)09/09/2029Ordinary Shares8,517$00D
NQ Options$64.3109/11/2026M15,067 (27)09/11/2030Ordinary Shares15,067$018,080D
NQ Options$101.3409/11/2026M13,475 (28)09/09/2031Ordinary Shares13,475$032,340D
NQ Stock Option$158.409/11/2026M13,439 (29)08/20/2032Ordinary Shares13,439$040,317D
Explanation of Responses:
1. All option exercises and sales of Ordinary Shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 30, 2026.
2. These Ordinary Shares were sold in multiple trades at prices ranging from $818.88 to $819.71. 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.
3. These Ordinary Shares were sold in multiple trades at prices ranging from $819.95 to $820.93. 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 $820.96 to $821.94. 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 $822.05 to $823.03. 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 $823.12 to $824.10. 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 $824.14 to $825.13. 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.
8. These Ordinary Shares were sold in multiple trades at prices ranging from $825.14 to $826.13. 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.
9. These Ordinary Shares were sold in multiple trades at prices ranging from $826.14 to $827.10. 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 $827.17 to $828.10. 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 $828.23 to $829.22. 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 $829.24 to $830.23. 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.
13. These Ordinary Shares were sold in multiple trades at prices ranging from $830.24 to $831.23. 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.
14. These Ordinary Shares were sold in multiple trades at prices ranging from $831.24 to $832.23. 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.
15. These Ordinary Shares were sold in multiple trades at prices ranging from $832.24 to $833.23. 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.
16. These Ordinary Shares were sold in multiple trades at prices ranging from $833.25 to $834.20. 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 $834.29 to $835.28. 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.
18. These Ordinary Shares were sold in multiple trades at prices ranging from $835.29 to $836.27. 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. These Ordinary Shares were sold in multiple trades at prices ranging from $836.38 to $837.35. 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.
20. These Ordinary Shares were sold in multiple trades at prices ranging from $837.58 to $838.44. 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.
21. These Ordinary Shares were sold in multiple trades at prices ranging from $838.71 to $839.47. 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.
22. These Ordinary Shares were sold in multiple trades at prices ranging from $839.72 to $840.44. 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.
23. These Ordinary Shares were sold in multiple trades at prices ranging from $840.76 to $841.60. 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.
24. These Ordinary Shares were sold in multiple trades at prices ranging from $842.02 to $842.52. 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.
25. These Ordinary Shares were sold in multiple trades at prices ranging from $843.41 to $843.95. 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.
26. 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 portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
27. 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 11, 2024 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
28. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One- quarter shall vest on September 9, 2025 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
29. Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One-quarter 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.
Remarks:
/s/ Louis J. Thorson, Attorney-in-Fact for Gianluca Romano09/15/2026
** 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)