Table of Contents Page Consolidated Balance Sheets 47 Consolidated Statements of Operations and Comprehensive Income 48 Consolidated Statements of Cash Flows 49 Consolidated Statements of Shareholders’ Equity (Deficit) 50 Notes to Consolidated Financial Statements Note 1. Basis of Presentation and Summary of Significant Accounting Policies 51 Note 2. Balance Sheet Information 56 Note 3. Goodwill and Other Intangible Assets 58 Note 4. Debt 59 Note 5. Income Taxes 62 Note 6. Leases 65 Note 7. Fair Value 66 Note 8. Shareholders’ Equity (Deficit) 69 Note 9. Share-Based Compensation 69 Note 10. Guarantees 71 Note 11. Earnings Per Share 72 Note 12. Legal, Environmental and Other Contingencies 73 Note 13. Commitments 74 Note 14. Business Segment and Geographic Information 75 Note 15. Revenue 75 Note 16. Acquisition and Divestiture 76 Note 17. Subsequent Event 76 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 77 46 Table of Contents SEAGATE TECHNOLOGY HOLDINGS PLC CONSOLIDATED BALANCE SHEETS (In millions) July 3, 2026 June 27, 2025 ASSETS Current assets: Cash and cash equivalents $ 1,704 $ 891 Accounts receivable, net 1,534 959 Inventories, net 1,571 1,440 Other current assets 412 363 Total current assets 5,221 3,653 Property, equipment and leasehold improvements, net 2,034 1,657 Goodwill 1,221 1,221 Deferred income taxes 1,105 1,066 Other assets, net 391 426 Total Assets $ 9,972 $ 8,023 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 1,748 $ 1,604 Accrued employee compensation 377 352 Accrued warranty 73 60 Current portion of long-term debt 185 — Accrued expenses 744 632 Total current liabilities 3,127 2,648 Long-term accrued warranty 125 77 Other non-current liabilities 1,173 756 Long-term debt, less current portion 3,380 4,995 Total Liabilities 7,805 8,476 Commitments and contingencies (See Notes 10, 12 and 13) Shareholders’ Equity (Deficit): Ordinary shares and additional paid-in capital 8,078 7,706 Accumulated other comprehensive loss — (8) Accumulated deficit (5,911) (8,151) Total Shareholders’ Equity (Deficit) 2,167 (453) Total Liabilities and Shareholders’ Equity (Deficit) $ 9,972 $ 8,023 See Notes to Consolidated Financial Statements. 47 Table of Contents SEAGATE TECHNOLOGY HOLDINGS PLC CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In millions, except per share data) Fiscal Years Ended July 3, 2026 June 27, 2025 June 28, 2024 Revenue $ 12,195 $ 9,097 $ 6,551 Cost of revenue 6,637 5,897 5,015 Product development 755 724 654 Marketing and administrative 577 561 460 Legal settlement 105 — — Restructuring and other, net 27 25 (30) Total operating expenses 8,101 7,207 6,099 Income from operations 4,094 1,890 452 Interest income 30 25 15 Interest expense (284) (321) (332) Net gain from termination of interest rate swap — — 104 Net gain from business divestiture — 8 313 Net loss from debt transactions (151) (7) (29) Other, net 1 (82) (78) Other expense, net (404) (377) (7) Income before income taxes 3,690 1,513 445 Provision for income taxes 506 44 110 Net income $ 3,184 $ 1,469 $ 335 Comprehensive income (loss), net of tax: Effects of derivative instruments 3 — (103) Effects of post-retirement plans 5 (6) 2 Foreign currency translation adjustments — — 1 Other comprehensive income (loss), net of tax 8 (6) (100) Comprehensive income $ 3,192 $ 1,463 $ 235 Net income per share: Basic $ 14.54 $ 6.93 $ 1.60 Diluted $ 13.90 $ 6.77 $ 1.58 Number of shares used in per share calculations: Basic 219 212 209 Diluted 229 217 212 See Notes to Consolidated Financial Statements. 48 Table of Contents SEAGATE TECHNOLOGY HOLDINGS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Fiscal Years Ended July 3, 2026 June 27, 2025 June 28, 2024 OPERATING ACTIVITIES Net income $ 3,184 $ 1,469 $ 335 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 276 251 264 Share-based compensation 213 200 127 Net loss from debt transactions 151 7 7 Net gain from business divestiture — (8) (313) Deferred income taxes (34) (8) 78 Other non-cash operating activities, net 43 137 34 Changes in operating assets and liabilities: Accounts receivable, net (575) (513) 192 Inventories, net (131) (201) (99) Accounts payable 66 (242) 227 Accrued employee compensation (3) 207 6 Accrued expenses, income taxes and warranty 528 (155) (183) Other assets and liabilities (44) (61) 243 Net cash provided by operating activities 3,674 1,083 918 INVESTING ACTIVITIES Acquisition of property, equipment and leasehold improvements (569) (265) (254) Proceeds from the sale of assets — 1 40 Purchases of investments (2) — — Proceeds from sale of investments 31 51 14 Proceeds from business divestiture 15 25 326 Cash used in acquisition of businesses, net of cash acquired — (88) — Net cash (used in) provided by investing activities (525) (276) 126 FINANCING ACTIVITIES Redemption and repurchase of debt (1,442) (1,078) (1,288) Proceeds from issuance of long-term debt — 400 1,500 Dividends to shareholders (634) (600) (585) Repurchases of ordinary shares (176) — — Taxes paid related to net share settlement of equity awards (119) (54) (38) Proceeds from issuance of ordinary shares under employee stock plans 56 72 66 Other financing activities, net (22) (14) (128) Net cash used in financing activities (2,337) (1,274) (473) Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash — — 1 Increase (decrease) in cash, cash equivalents and restricted cash 812 (467) 572 Cash, cash equivalents and restricted cash at the beginning of the year 893 1,360 788 Cash, cash equivalents and restricted cash at the end of the year $ 1,705 $ 893 $ 1,360 Supplemental Disclosure of Cash Flow Information Cash paid for interest $ 281 $ 324 $ 303 Cash paid for income taxes, net of refunds $ 40 $ 42 $ 30 See Notes to Consolidated Financial Statements. 49 Table of Contents SEAGATE TECHNOLOGY HOLDINGS PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) For Fiscal Years Ended July 3, 2026, June 27, 2025 and June 28, 2024 (In millions) Number of Ordinary Shares Par Value of Shares Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Balance at June 30, 2023 207 — 7,373 98 (8,670) (1,199) Net income — — — — 335 335 Other comprehensive loss — — — (100) — (100) Issuance of ordinary shares under employee stock plans 4 — 66 — — 66 Capped calls related to the issuance of exchangeable notes — — (95) — — (95) Tax withholding related to vesting of restricted share units (1) — — — (38) (38) Dividends to shareholders ($2.80 perordinary share) — — — — (587) (587) Share-based compensation — — 127 — — 127 Balance at June 28, 2024 210 — 7,471 (2) (8,960) (1,491) Net income — — — — 1,469 1,469 Other comprehensive loss — — — (6) — (6) Issuance of ordinary shares under employee stock plans 3 — 72 — — 72 Tax withholding related to vesting of restricted share units — — — — (54) (54) Dividends to shareholders ($2.86 perordinary share) — — — — (606) (606) Share-based compensation — — 163 — — 163 Balance at June 27, 2025 213 — 7,706 (8) (8,151) (453) Net income — — — — 3,184 3,184 Other comprehensive income — — — 8 — 8 Partial conversion of Exchangeable Senior Notes 13 — 131 — — 131 Issuance of ordinary shares under employee stock plans 2 — 56 — — 56 Repurchases of ordinary shares — — — — (176) (176) Tax withholding related to vesting of restricted share units (1) — — — (119) (119) Dividends to shareholders ($2.94 perordinary share) — — — — (649) (649) Share-based compensation — — 185 — — 185 Balance at July 3, 2026 227 $ — $ 8,078 $ — $ (5,911) $ 2,167 See Notes to Consolidated Financial Statements. 50 Table of Contents SEAGATE TECHNOLOGY HOLDINGS PLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.Basis of Presentation and Summary of Significant Accounting Policies Organization Seagate Technology Holdings plc (“STX”) and its subsidiaries (collectively, unless the context otherwise indicates, the “Company”) is a leading provider of mass-capacity data storage, accelerating the world’s ability to harness the full value of data. It designs and manufactures hard disk drives (“HDDs”), storage systems and related solutions serving two principal end markets: Data center and Edge / Internet of Things (“Edge IoT”). Data Center serves cloud and enterprise environments that rely on scalable, high-capacity storage infrastructure to support AI-enabled computing, business-critical applications and other data-intensive workloads. Edge IoT supports industrial and consumer oriented environments where data is increasingly processed and stored closer to where it is created. Basis of Presentation and Consolidation The Company’s Consolidated Financial Statements include the accounts of the Company and all its wholly-owned and majority-owned subsidiaries, after elimination of intercompany transactions and balances. The preparation of financial statements in accordance with the United States (“U.S.”) generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Company’s Consolidated Financial Statements and accompanying notes. Actual results could differ materially from those estimates. The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its Consolidated Financial Statements. Fiscal Year The Company operates and reports financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. Accordingly, fiscal year 2026 comprised of 53 weeks and ended on July 3, 2026. Fiscal years 2025 and 2024 comprised of 52 weeks and ended on June 27, 2025 and June 28, 2024, respectively. All references to years in these Notes to Consolidated Financial Statements represent fiscal years unless otherwise noted. Fiscal year 2032 will be comprised of 53 weeks and will end on July 2, 2032. Summary of Significant Accounting Policies Cash and Cash Equivalents. The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the time of purchase to be cash equivalents. The Company’s highly liquid investments are primarily comprised of money market funds, time deposits and certificates of deposits. Restricted Cash and Cash Equivalents. Restricted cash and cash equivalents represent cash and cash equivalents held as collateral at banks for various performance obligations. Inventories. Inventories are valued at the lower of cost (using the first-in, first-out method) and net realizable value. Net realizable value is based upon the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Adjustments to reduce cost of inventories to its net realizable value are made, if required, for estimated excess or obsolescence determined primarily by future demand forecasts. Property, Equipment and Leasehold Improvements. Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Equipment and buildings are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated life of the asset or the remaining term of the lease. The costs of additions and substantial improvements to property, equipment and leasehold improvements, which extend the economic life of the underlying assets, are capitalized. The cost of maintenance and repairs to property, equipment and leasehold improvements is expensed as incurred. In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. 51 Table of Contents Goodwill. The Company performs a qualitative assessment in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, including goodwill, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. Leases. The Company determines if an arrangement is a lease or contains a lease at inception. Right-of-use (“ROU”) assets are included in Other assets, net and lease liabilities are included in Accrued expenses and Other non-current liabilities in the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. The Company combines lease and non-lease components for facility leases and does not recognize ROU assets and lease liabilities for leases with an initial term of 12 months or less on the Consolidated Balance Sheets. Lease liabilities are measured at the present value of the remaining lease payments and ROU assets are based on the lease liability, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. For the Company’s leases that do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s estimated incremental borrowing rate based on the information available at the lease commencement date. Additionally, the Company’s lease term may include options to extend or terminate the lease. These options are reflected in the ROU asset and lease liability when it is reasonably certain that the Company will exercise the option. The Company’s lease agreements do not contain any material residual value guarantees. The Company recognizes lease expense on a straight-line basis over the lease term. Variable lease payments not dependent on an index or a rate primarily consist of common area maintenance charges, are expensed as incurred, and are not included in the ROU asset and lease liability calculation. Other Long-lived Assets. The Company tests other long-lived assets, including property, equipment and leasehold improvements, ROU assets and other intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. If such circumstances are identified, the Company performs a recoverability test to assess the recoverability of an asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group and the excess of the carrying value over the fair value is allocated pro rata to derive the adjusted carrying value of assets in the asset group. Warranty. The Company estimates probable product warranty costs at the time revenue is recognized and records the estimated charge in Cost of revenue on the Company’s Consolidated Statements of Operations and Comprehensive Income. The Company generally provides warranty on its products for a period of 1 to 5 years. The Company's warranty provision considers estimated product failure rates, trends (including the timing of product returns during the warranty periods), and estimated repair or replacement costs related to product quality issues, if any. The Company also exercises judgment in estimating its ability to sell refurbished products. Revenue Recognition and Sales Incentive Programs. The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies a performance obligation. Revenue from sales of products is generally recognized upon transfer of control to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products, net of sales taxes. This typically occurs upon shipment from the Company. When applicable, the Company includes shipping charges billed to customers in Revenue and includes the related shipping costs in Cost of revenue on the Company's Consolidated Statements of Operations and Comprehensive Income. The Company records estimated variable consideration at the time of revenue recognition as a reduction to revenue. Variable consideration generally consists of expected rebates to be provided for sales incentive programs, such as price protection and volume incentives aimed at increasing customer demand. For original equipment manufacturers (“OEMs”) sales, rebates are typically established by estimating the most likely amount of consideration expected to be received based on an OEM customer’s volume of purchases from the Company or other agreed upon rebate programs. For the distribution and retail channel, these programs typically involve estimating the most likely amount of rebates based on actual historical price incentives, known future price trends, and channel inventory level. Marketing development program costs are accrued and recorded as a reduction to revenue at the same time that the related revenue is recognized. 52 Table of Contents At the end of the reporting period, the Company has unfulfilled product purchase orders which represent performance obligations not delivered, or partially undelivered under existing customer contracts. Some of these purchase orders are non-cancellable in nature. As of July 3, 2026, all non-cancellable purchase orders are less than one year in duration and are expected to be fulfilled in the next twelve months. The Company applied the optional exemption to not disclose the value of these remaining performance obligations as they are part of a contract that has an original expected duration of one year or less. The Company expenses sales commissions as incurred because the amortization period would have been one year or less. These costs are recorded as Marketing and administrative in the Company’s Consolidated Statements of Operations and Comprehensive Income. Restructuring Costs. The Company incurs restructuring costs in connection with workforce reductions, consolidation or closure of facilities and other exit costs. The Company records employee termination liabilities when it is probable that benefits will be paid and the amount is reasonably estimable. The rates used in determining severance accruals are based on existing plans, historical experiences and negotiated settlements. Other costs associated with a restructuring plan or exit or disposal activities are recognized in the period in which the liability is incurred or the asset is impaired. Advertising Expense. The cost of advertising is expensed as incurred. Advertising costs were approximately $20 million, $21 million and $18 million in fiscal years 2026, 2025 and 2024, respectively. Share-Based Compensation. The Company accounts for share-based compensation at fair value, net of estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behavior as well as the historical analysis of actual forfeited awards. The Company estimates the fair value of granted share options and restricted share units (“RSUs”) using the Black-Scholes-Merton valuation model and a single share award approach. The Company estimates the fair value of performance-based share units (“PSUs”) related to the Company’s return on invested capital and total shareholder return using a Monte Carlo simulation valuation model. Share-based compensation expense for share options and RSUs with only a service condition is recognized on a straight-line basis over the requisite service period. The expense for PSUs with both a service condition and a performance or market condition is recognized on a graded vesting basis. Accounting for Income Taxes. The Company records a provision or benefit for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of the enactment. The Company periodically reassesses the need for valuation allowances on the deferred tax assets, considering both positive and negative evidence to evaluate whether it is more likely than not that all or a portion of such assets will not be realized. The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Equity Investments. From time to time, the Company enters into certain strategic investments for the promotion of business and strategic objectives, which are accounted for either under equity method or the measurement alternative. These investments are included in Other assets, net in the Company's Consolidated Balance Sheets and are subsequently adjusted through Other, net in the Consolidated Statements of Operations and Comprehensive Income. Investments are accounted for under the equity method if the Company has the ability to exercise significant influence, but does not have a controlling financial interest. These investments are measured at cost, less any impairment plus the Company's portion of investee’s income or loss. The Company uses the financial statements of investees to determine any adjustments, which are received on a one-quarter lag. For equity investments where the Company does not have the ability to exercise significant influence and there are no readily determinable fair values, the Company has elected to apply the measurement alternative, under which investments are measured at cost, less impairment, and adjusted for qualifying observable price changes on a prospective basis. The Company’s strategic investments are periodically analyzed to determine whether or not there are indicators of impairment by assessing factors such as deterioration of earnings, adverse change in market/industry conditions, the ability to operate as a going concern, and other factors which indicate that the carrying amount of the investment might not be recoverable. In such a case, the decrease in value is recognized in the period the impairment occurs in the Consolidated Statements of Operations and Comprehensive Income. 53 Table of Contents Foreign Currency Remeasurement and Translation. The U.S. dollar is the functional currency for all of the Company's foreign operations. Monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at the balance sheet date at exchange rates in effect at the end of each period. The gains and losses from the remeasurement are included in Other, net in the Company's Consolidated Statements of Operations and Comprehensive Income. Business Combinations. The Company includes the results of operations of acquired businesses in the Company's consolidated results prospectively from the date of acquisition. The Company allocates the fair value of purchase consideration to the assets acquired including existing technology, liabilities assumed, and non-controlling interests, if any, in the acquired entity based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired, liabilities assumed and non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Acquisition-related expenses, post-acquisition integration and restructuring costs are recognized separately from the business combination and are expensed as incurred. Government Incentives. The Company enters into government incentive arrangements with domestic and foreign, local, regional and national governments, which vary in size, duration and conditions. Government incentives, primarily cash grants, are recognized when there is reasonable assurance that the incentives will be received and the Company will comply with the conditions specified in the agreement. Operating-related incentives are offset against the related expense in the period the expense is incurred. Capital-related incentives are recognized as a reduction in the carrying amounts of the related Property, equipment and leasehold improvements, net within the Company’s Consolidated Balance Sheets and result in a reduction to depreciation expense over the useful lives of the assets. Government incentives received prior to being earned are recognized in current or non-current deferred income within Accrued expenses and Non-current liabilities, whereas government incentives earned prior to being received are recognized in current or non-current receivables within Other current assets or Other assets, net, respectively, in the Company's Consolidated Balance Sheets. Cash received from government incentives related to operating expenses is included as an operating activity in the Statements of Cash Flows, whereas cash received from incentives related to the acquisition of property, equipment and leasehold improvements, net is included as an investing activity. Incentives received from governments are subject to various confidentiality provisions. In general, they are related to manufacturing of HDDs, enhancing centers of excellence, product development and innovation capabilities. These incentives have initial terms ranging from 1 to 5 years. If conditions are not satisfied, the incentives are subject to reduction, recapture or termination. In fiscal year 2026, approximately $112 million, $37 million and $14 million of operating grants were recognized as reductions to Cost of revenue, Product development and Marketing and administrative, respectively, in the Consolidated Statements of Operations and Comprehensive Income. Capital-related incentives reduced gross property, plant and equipment by $29 million as of July 3, 2026 and the reduction to depreciation expense was not material. As of July 3, 2026, the grant receivables of $113 million and $13 million were reflected within Other current assets and Other assets, net in the Company's Consolidated Balance Sheets. In fiscal year 2025, approximately $38 million, $12 million and $5 million of operating grants were recognized as reductions to Cost of revenue, Product development and Marketing and administrative, respectively, in the Consolidated Statements of Operations and Comprehensive Income. Capital-related incentives reduced gross property, plant and equipment by $45 million as of June 27, 2025 and the reduction to depreciation expense was not material. As of June 27, 2025, the grant receivables of $89 million were reflected within Other current assets in the Company's Consolidated Balance Sheets. In fiscal year 2024, approximately $3 million of operating grants were recognized as reductions to Cost of revenue and Product development in the Consolidated Statements of Operations and Comprehensive Income. Use of Estimates The preparation of financial statements requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Estimates are assessed each period and updated to reflect current information, including those related to revenue recognition, share-based compensation, restructuring accruals, provision for taxes, valuation allowance for deferred taxes, provision for expected credit losses, inventory reserves, warranty accruals, and impairment assessments of goodwill, intangible assets and other long-lived assets. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances, and are subject to significant uncertainties, some of which are beyond the Company's control. Should any of these estimates change, it could adversely affect the Company's results of operations. Actual results could differ materially from these estimates under different assumptions or conditions. 54 Table of Contents Concentrations Concentration of Credit Risk. The Company’s customer base is concentrated with a small number of customers. The Company does not generally require collateral or other security to support accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations on its customers’ financial condition. The Company establishes allowances for expected credit losses based upon factors surrounding the credit risk of customers, global macroeconomic conditions and an analysis of specific exposures. As of July 3, 2026, three customers accounted for 18%, 16% and 10%, respectively, of the Company’s accounts receivable. As of June 27, 2025, one customer accounted for 18% of the Company’s accounts receivable. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and foreign currency forward exchange contracts. The Company maintains the cash and cash equivalents with four major financial institutions and a portion of such balances exceed or are not subject to Federal Deposit Insurance Corporation, or FDIC, insurance limits. The Company mitigates concentrations of credit risk in its financial instruments through diversification, by investing in highly-rated securities and/or major multinational companies. In entering into foreign currency forward exchange contracts, the Company assumes the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. The counterparties to these contracts are major multinational commercial and investment banks, and the Company has not incurred and does not expect any losses as a result of counterparty defaults. Supplier Concentration. Certain of the raw materials, components and equipment used by the Company in the manufacture of its products are available from single-sourced direct and indirect vendors. Shortages could occur in these essential materials and components due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components or equipment at all or acceptable prices, it would be required to reduce its manufacturing operations, which could have a material adverse effect on its results of operations. Manufacturing Concentration. The Company manufactures certain critical components at a limited number of facilities. A significant disruption at these facilities, including disruption from natural disasters, geopolitical events or other circumstances, could interrupt production and adversely affect the Company’s ability to meet customer demand. Alternative production capacity may not be available or capable of being qualified within a reasonable period. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures. This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The Company adopted the disclosure requirement for its annual reporting in fiscal year 2026 on a prospective basis. Refer to “Note 5. Income Taxes”. In November 2024, the FASB issued ASU 2024-04 (ASC Subtopic 470-20), Induced Conversions of Convertible Debt Instruments. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company adopted the guidance on a prospective basis in fiscal year 2026 and applied the amendments in the ASU to the exchanges of the 2028 Notes. Refer to “Note 4. Debt”. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03 (ASC Subtopic 220-40), Disaggregation of Income Statement Expenses. The Company is required to disclose, in the notes to the financial statements, specified information about certain costs and expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year 2028, and for interim period reporting beginning the first quarter of fiscal year 2029 on either a prospective or retrospective basis. This standard is expected to impact the Company’s disclosures and will not have an impact on its Consolidated Financial Statements. In December 2025, the FASB issued ASU 2025-10 (ASC Topic 832), Government Grants - Accounting for Government Grants Received by Business Entities. The Company is required to disclose, in the notes to the financial statements, specified information about government grants. The Company is required to adopt this guidance for its annual reporting in fiscal year 2029, and for interim period reporting beginning the first quarter of fiscal year 2029 on either a modified prospective, modified retrospective or retrospective basis. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s disclosures or its Consolidated Financial Statements. 55 Table of Contents 2.Balance Sheet Information Cash, Cash Equivalents and Restricted Cash The following table provides a summary of cash, cash equivalents and restricted cash reported within the Company’s Consolidated Balance Sheets that reconciles to the corresponding amount in the Company’s Consolidated Statements of Cash Flows: (Dollars in millions) July 3, 2026 June 27, 2025 June 28, 2024 Cash and cash equivalents $ 1,704 $ 891 $ 1,358 Restricted cash included in Other current assets 1 2 2 Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows $ 1,705 $ 893 $ 1,360 Accounts Receivable, net In connection with the Company’s factoring agreements, from time to time the Company sells accounts receivables to third parties for cash proceeds less a discount. During fiscal year 2026, the Company did not sell any accounts receivable to a third party. During fiscal year 2025, the Company sold accounts receivable without recourse for cash proceeds of $692 million and no amount remained subject to servicing by the Company as of June 27, 2025. The discounts on accounts receivable sold were immaterial for fiscal year 2025 and $11 million for fiscal year 2024. Inventories, net The details of the inventory, net were as follows: (Dollars in millions) July 3, 2026 June 27, 2025 Raw materials and components $ 307 $ 374 Work-in-process 1,088 838 Finished goods 176 228 Total inventories, net $ 1,571 $ 1,440 Other Current Assets The details of the other current assets were as follows: (Dollars in millions) July 3, 2026 June 27, 2025 Vendor receivables $ 123 $ 121 Other current assets 289 242 Total $ 412 $ 363 Property, Equipment and Leasehold Improvements, net The components of property, equipment and leasehold improvements, net were as follows: (Dollars in millions) Useful Life in Years July 3, 2026 June 27, 2025 Land and land improvements $ 22 $ 18 Equipment 3 – 10 8,661 8,566 Buildings and leasehold improvements Up to 30 1,572 1,413 Construction in progress 421 333 Gross property, equipment and leasehold improvements 10,676 10,330 Less: accumulated depreciation and amortization (8,642) (8,673) Property, equipment and leasehold improvements, net $ 2,034 $ 1,657 56 Table of Contents Depreciation expense, which includes amortization of leasehold improvements, was $268 million, $251 million and $264 million for fiscal years 2026, 2025 and 2024, respectively. Interest on borrowings related to eligible capital expenditures is capitalized as part of the cost of the qualified assets and amortized over the estimated useful lives of the assets. During fiscal years 2026, 2025 and 2024, the Company’s capitalized interest was immaterial. Accrued Expenses The details of the accrued expenses were as follows: (Dollars in millions) July 3, 2026 June 27, 2025 Dividends payable $ 168 $ 153 Other accrued expenses 576 479 Total $ 744 $ 632 Other Non-Current Liabilities The details of the other non-current liabilities were as follows: (Dollars in millions) July 3, 2026 June 27, 2025 Deferred contract liabilities $ 188 $ 211 Non-current income tax payable 436 1 Non-current lease liabilities 293 317 Other accrued expenses 256 227 Total $ 1,173 $ 756 Supplier Financing Arrangements The Company facilitates the opportunity for suppliers to participate in a voluntary supply chain financing ("SCF") program with third-party financial institutions. This SCF program does not result in changes to the Company's contractual payment terms with the suppliers regardless of program participation. At the suppliers' election, they can receive payment of the Company's obligations prior to the scheduled due dates, at a discount price to the third-party financial institution. The Company does not determine the terms or conditions of the arrangement between suppliers and the third-party financial institution. Participating suppliers are paid directly by the third-party financial institution and the Company pays the third-party financial institution the stated amount of confirmed invoices from its designated suppliers at the original invoice amount on the agreed due dates. The Company has not pledged any assets or provided other guarantees under its SCF program. All outstanding amounts related to suppliers participating in the SCF Program are recorded within Accounts payable in the Company's Consolidated Balance Sheets and the associated payments are included in Net cash provided by operating activities on its Consolidated Statements of Cash Flows. The details of the outstanding supplier financing obligation were as follows: For the Fiscal Year Ended (Dollars in millions) July 3, 2026 June 27, 2025 Outstanding at the beginning of the period $ 20 $ 50 Added to the program during the period 1,817 1,344 Settled during the period (1,437) (1,374) Outstanding at the end of the period $ 400 $ 20 57 Table of Contents Accumulated Other Comprehensive Income (Loss) (“AOCI”) The components of AOCI, net of tax, were as follows: (Dollars in millions) Unrealized Gains/(Losses) on Derivative Instruments Unrealized Gains/(Losses) on Post-Retirement Plans Foreign Currency Translation Adjustments Total Balance at June 28, 2024 $ — $ (2) $ — $ (2) Other comprehensive loss before reclassifications — (7) — (7) Amounts reclassified from AOCI — 1 — 1 Other comprehensive loss — (6) — (6) Balance at June 27, 2025 $ — $ (8) $ — $ (8) Other comprehensive income before reclassifications 3 5 — 8 Amounts reclassified from AOCI — — — — Other comprehensive income 3 5 — 8 Balance at July 3, 2026 $ 3 $ (3) $ — $ — 3.Goodwill and Other Intangible Assets Goodwill The carrying amount of goodwill was $1.2 billion as of July 3, 2026 and June 27, 2025. Goodwill recognized as a result of the acquisition of Intevac, Inc. during fiscal year 2025 was not material. There were no other material additions to, disposals of, impairments of or translation adjustments to goodwill in fiscal years 2026 and 2025. Other Intangible Assets Other intangible assets recognized as a result of the acquisition of Intevac, Inc. during fiscal year 2025 was $19 million. Refer to Note 16. Acquisition and Divestiture for more information. Other intangible assets consist primarily of existing technology acquired in business combinations and are presented in Other assets, net in the Company’s Consolidated Balance Sheets. Intangibles are amortized on a straight-line basis over the respective estimated useful lives of the assets. Amortization is charged to Operating expenses in the Consolidated Statements of Operations and Comprehensive Income. The net carrying value of other intangible assets for fiscal years 2026 and 2025 was $11 million and $19 million, with $8 million amortization expense during fiscal year 2026, immaterial and no amortization expense for fiscal years 2025 and 2024, respectively. The weighted average remaining useful life is 2 years and 3 years as of July 3, 2026 and June 27, 2025, respectively. 58 Table of Contents 4.Debt The following table provides details of the Company’s debt as of July 3, 2026 and June 27, 2025: (Dollars in millions) July 3, 2026 June 27, 2025 Unsecured Senior Notes issued by Seagate HDD Cayman (1) $500 issued on June 18, 2020 at 4.091% due June 1, 2029 (the “Old June 2029 Notes”) (3) $ 38 $ 452 $500 issued on December 8, 2020 at 3.125% due July 15, 2029 (the “Old July 2029 Notes”) (4) 38 138 $500 issued on May 30, 2023 at 8.25% due December 15, 2029 (the “Old December 2029 Notes”) (5) 8 500 $500 issued on June 10, 2020 at 4.125% due January 15, 2031 (the “Old January 2031 Notes”) (4) 22 237 $500 issued on December 8, 2020 at 3.375% due July 15, 2031 (the “Old July 2031 Notes”) (4) 16 61 $500 issued on May 30, 2023 at 8.50% due July 15, 2031 (the “Old 8.50% July 2031 Notes”) (4) 29 500 $750 issued on November 30, 2022 at 9.625% due December 1, 2032 (the “Old 2032 Notes”) (3) 19 750 $500 issued on December 2, 2014 at 5.75% due December 1, 2034 (the “Old 2034 Notes”) (3) 162 489 Unsecured Senior Notes issued by Seagate Data Storage Technology Pte. Ltd. (2) $400 issued on May 27, 2025 at 5.875% due July 15, 2030 (the “2030 Notes”) (4) 400 400 $431 issued on June 30, 2025 at 4.091% due June 1, 2029 (the “New June 2029 Notes”) (3) 332 — $100 issued on June 30, 2025 at 3.125% due July 15, 2029 (the “New July 2029 Notes”) (4) 98 — $492 issued on June 30, 2025 at 8.25% due December 15, 2029 (the “New December 2029 Notes”) (5) 492 — $213 issued on June 30, 2025 at 4.125% due January 15, 2031 (the “New January 2031 Notes”) (4) 177 — $45 issued on June 30, 2025 at 3.375% due July 15, 2031 (the “New July 2031 Notes”) (4) 45 — $471 issued on June 30, 2025 at 8.50% due July 15, 2031 (the “New 8.50% July 2031 Notes”) (4) 471 — $731 issued on June 30, 2025 at 9.625% due December 1, 2032 (the “New 2032 Notes”) (3) 731 — $328 issued on June 30, 2025 at 5.75% due December 1, 2034 (the “New 2034 Notes”) (3) 327 — Exchangeable Senior Notes(1) $1,500 issued on September 13, 2023 at 3.50% due June 1, 2028 (the “2028 Notes”) (6) 186 1,500 3,591 5,027 Less: unamortized debt issuance costs (26) (32) Debt, net of debt issuance costs 3,565 4,995 Less: current portion of long-term debt, net of debt issuance costs (185) — Long-term debt, less current portion $ 3,380 $ 4,995 ___________________________________ (1) Notes are issued by Seagate HDD Cayman (“Seagate HDD”), and the obligations under these notes were fully and unconditionally guaranteed, on a senior unsecured basis, by Seagate Technology Unlimited Company (“STUC”) and Seagate Technology Holdings plc (“STH PLC”). Supplemental indentures for each series of Old Notes (as defined below) became operative on June 30, 2025 and gave effect to certain amendments which, among other things, released STUC and STH PLC from their respective guarantee obligations with respect to each series of Old Notes. (2) Notes are issued by Seagate Data Storage Technology Pte. Ltd. (“SDST”), and the obligations under these notes are fully and unconditionally guaranteed, on a senior unsecured basis, by STUC, Seagate HDD and STH PLC. (3) Interest payable semi-annually on June 1 and December 1 of each year. (4) Interest payable semi-annually on January 15 and July 15 of each year. (5) Interest payable semi-annually on June 15 and December 15 of each year. (6) Interest payable semi-annually on March 1 and September 1 of each year. Obligor Exchange On June 27, 2025, the Company completed offers to exchange (collectively, the “Exchange Offers”) any and all outstanding notes of eight series issued by Seagate HDD (the “Old Notes”) for new notes to be issued by SDST (the “New Notes”), and related consent solicitations. In accordance with the terms of the Exchange Offers and consent solicitations, the Company accepted for exchange all Old Notes validly tendered. The Exchange Offers and the consent solicitations were settled on June 30, 2025. No gain or loss was recorded as the Exchange Offers were accounted for as a debt modification. The Company incurred immaterial third party fees for the Exchange Offers during fiscal year 2026. 59 Table of Contents Other than the identity of SDST as the issuer and as an obligor, the terms of the New Notes are identical to the Old Notes with respect to their interest rate, interest payment dates, optional redemption prices and maturity. The New Notes were guaranteed by the same guarantors as the Old Notes, in addition to Seagate HDD (which is the issuer of the Old Notes). The New Notes have substantially the same covenants as the Old Notes and are subject to the same business and financial risks. 2028 Exchangeable Senior Notes and related Capped Call Transactions 2028 Notes. On September 13, 2023, Seagate HDD, in a private placement, issued $1.5 billion in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “2028 Notes”), which includes $200 million aggregate principal amount pursuant to the over-allotment option of the initial purchasers to purchase additional notes. The 2028 Notes will mature on June 1, 2028, with interest payable semi-annually on March 1 and September 1 of each year, commencing March 1, 2024. In connection with the 2028 Notes, the Company and Seagate HDD entered into privately negotiated capped call transactions with certain financial institutions. The current cap price of the capped call transactions is $107.746 per share. The cost of the capped call transactions was $95 million, which met certain accounting criteria to be accounted under Additional Paid-in Capital as part of the Shareholders’ Deficit and are not accounted as derivatives in the Company’s Consolidated Balance Sheets. In fiscal year 2024 the entire outstanding principal amount of certain term loans were repaid from the proceeds of the 2028 Notes issuance. The exchange was accounted for as a debt extinguishment and the Company recorded a net loss of $29 million, which was included in the Net loss from debt transactions in the Company’s Consolidated Statements of Operations and Comprehensive Income in fiscal year 2024. In connection with the repayment of these loans, the Company terminated certain interest rate swap agreements on September 13, 2023 and received cash proceeds of $25 million from the counterparty. The cash proceeds are reported within Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows during the fiscal year ended 2024. The Company discontinued the related hedge accounting prospectively and realized a net gain of $104 million in Net gain from termination of interest rate swap in the Consolidated Statements of Operations and Comprehensive Income during the fiscal year ended 2024. Additionally, $6 million of the gains were amortized to Interest expense prior to the termination of interest rate swap in the Company’s Consolidated Statements of Operations and Comprehensive Income in fiscal year 2024. On November 12, 2025, the Company completed separate, privately negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $500 million total principal amount for consideration of $500 million cash and approximately 4.3 million shares of the Company’s common stock. On February 19, 2026, the Company completed separate, privately negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $600 million total principal amount for consideration of $600 million cash and approximately 6 million shares of the Company’s common stock. On May 27, 2026, the Company completed separate, privately negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $186 million total principal amount for consideration of $186 million cash and approximately 2 million shares of the Company’s common stock. The Company accounted for these exchange transactions as induced conversion transactions pursuant to the adoption of ASU 2024-04 and recognized a non-cash induced conversion expense of $131 million within Net loss from debt transactions in the Company’s Consolidated Statements of Operations and Comprehensive Income in fiscal year 2026, with a corresponding increase to Additional Paid-in Capital. There was no corresponding change to the $1.5 billion notional value of the capped call transactions. In May 2026, holders of $28 million aggregate principal amount of the 2028 Notes exercised their exchange right in accordance with the terms of the indenture. In settlement, the Company paid $28 million principal amount in cash and delivered approximately 0.3 million shares of the Company’s common stock in respect of the exchange obligation in excess of the principal amount. The exchanges were effected strictly under the original terms of the indenture, with no amendment to the exchange terms and no incremental consideration or inducement offered to holders, and therefore they were accounted for as conversions under ASC 470-20-40-4. Accordingly, no gain or loss was recognized in the Consolidated Statements of Operations and Comprehensive Income. The net carrying amount of the exchanged Notes, including allocated unamortized debt issuance costs, was reduced by the cash paid, and the remainder was recorded in Additional Paid-in Capital. In June 2026, holders of approximately $35 million aggregate principal amount of the 2028 Notes exercised their exchange rights pursuant to the terms of the indenture. Upon settlement, the Company will pay the principal amount of the exchanged notes in cash and deliver shares of its common stock in respect of the exchange value in excess of the principal amount. The exchanges are expected to be settled in August 2026 following completion of the applicable observation period under the indenture. Seagate HDD may redeem the 2028 Notes at its option on or after September 8, 2026, in whole or in part, if the last reported sale price of ordinary shares of the Company has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Seagate HDD provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (a “Provisional Redemption”). 60 Table of Contents On June 11, 2026, the Company issued a Notice of Full Provisional Redemption to holders of the 2028 Notes. On September 8, 2026, all then-outstanding Notes that are called for Redemption and which have not been submitted for exchange will be redeemed for cash at a price equal to the principal amount plus accrued and unpaid interest. Holders of any 2028 Notes (the “Redemption Called Notes”) may exchange such Redemption Called Notes at any time prior to the close of business on the second scheduled trading day preceding September 8, 2026. After this time, the right to exchange any Redemption Called Notes will expire unless Seagate HDD fails to pay the applicable redemption price, in which case a holder may exchange any Redemption Called Notes until the redemption price is paid. Upon exchange of any Redemption Called Notes, Seagate HDD will pay cash up to the aggregate principal amount of 2028 Notes to be exchanged and will cause to be delivered ordinary shares of the Company in respect of any remainder of the exchange obligation in excess of such principal amount. The exchange rate for the 2028 Notes as of July 3, 2026 is 12.1368 ordinary shares per $1,000 principal amount of 2028 Notes, which is equivalent to an exchange price of $82.39 per share as of July 3, 2026. The exchange rate was adjusted from 12.1363 ordinary shares per $1,000 principal amount of 2028 Notes on June 24, 2026, and is subject to further adjustment pursuant to the terms of the indenture. For the fiscal years ended July 3, 2026 and June 27, 2025, the effective interest rate for the 2028 Notes was 3.94%, with contractual interest expense of $34 million and $52 million, respectively, and immaterial amortization of debt issuance costs. Debt Repurchases During fiscal year 2026, $89 million principal amount of the New June 2029 Notes, $2 million principal amount of the New July 2029 Notes, $36 million principal amount of the New January 2031 Notes and $1 million principal amount of the Old January 2031 Notes were repurchased for cash at a discount to their principal amount, plus accrued and unpaid interest. The Company recorded an immaterial net gain on these repurchases during fiscal year 2026, which was included in Net loss from debt transactions in the Company’s Consolidated Statements of Operations and Comprehensive Income. 2029 and 2031 Notes On July 15, 2026, the entire outstanding principal amounts of the Old December 2029 Notes, the New December 2029 Notes, the Old 8.50% July 2031 Notes and the New 8.50% July 2031 Notes totaling $1 billion were redeemed. The Company expects to record a net loss of approximately $45 million in the first quarter of fiscal year 2027. Credit Agreement On January 30, 2025, the Company and its subsidiary Seagate HDD Cayman (the “Borrower”), the Bank of Nova Scotia, as administrative agent, and the lenders thereto entered into a Credit Agreement (the “Credit Agreement”) which provides for a $1.3 billion senior unsecured revolving credit facility (“Revolving Credit Facility”), the term of which is through January 30, 2030. The Revolving Credit Facility is available for cash borrowings, subject to compliance with certain covenants and other customary conditions to borrowing. An aggregate amount of up to $150 million of the facility shall also be available for the issuance of letters of credit, and an aggregate amount of up to $50 million of the facility shall also be available for swing line loans. On July 3, 2026, no borrowings were outstanding under the Credit Agreement. The loans made under the Credit Agreement will bear interest at an Applicable Rate based on the secured overnight financing rate, or SOFR, plus a variable margin that will be determined based on the corporate credit rating of the Company. The Borrower’s obligations under the Credit Agreement are guaranteed by the Company and certain material subsidiaries of the Company. The Credit Agreement also contains a financial covenant that requires the Company to maintain a total net leverage ratio of less than or equal to 6.75 to 1.00, commencing with the fiscal quarter ended June 27, 2025 and declining over time so that the maximum permitted net leverage ratio for each fiscal quarter ending after July 2, 2027 is 4.25 to 1.00, in accordance with the terms of the Credit Agreement. 61 Table of Contents Future Principal Payments on Long-term Debt At July 3, 2026, future principal payments on long-term debt were as follows (in millions): Fiscal Year Amount 2027 $ — 2028 186 2029 381 2030 636 2031 599 Thereafter 1,801 Total $ 3,603 5.Income Taxes Income before income taxes consisted of the following: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 June 28, 2024 U.S. $ 316 $ 233 $ 249 Non-U.S. 3,374 1,280 196 $ 3,690 $ 1,513 $ 445 The provision for income taxes consisted of the following: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 June 28, 2024 Current income tax expense: U.S. $ 23 $ 16 $ 2 Non-U.S. 520 32 30 Total Current 543 48 32 Deferred income tax expense: U.S. (50) (5) 71 Non-U.S. 13 1 7 Total Deferred (37) (4) 78 Provision for income taxes $ 506 $ 44 $ 110 62 Table of Contents The significant components of the Company’s deferred tax assets and liabilities were as follows: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 Deferred tax assets Accrued warranty $ 44 $ 32 Inventory carrying value adjustments 30 37 Receivable allowances 6 15 Accrued compensation and benefits 72 66 Capitalized research expenses 230 110 Depreciation — 4 Restructuring accruals 2 — Lease liabilities 62 64 Other accruals and deferred items 32 10 Net operating losses 297 477 Tax credit carryforwards 609 598 Capital loss carryforwards 68 72 Other assets 53 55 Gross: Deferred tax assets 1,505 1,540 Less: Valuation allowance (337) (423) Net: Deferred tax assets 1,168 1,117 Deferred tax liabilities Unremitted earnings of certain non-U.S. entities (7) (5) Depreciation (18) — Right-of-use assets (55) (59) Net: Deferred tax liabilities (80) (64) Total net deferred tax assets $ 1,088 $ 1,053 At July 3, 2026, the Company recorded $1.1 billion of net deferred tax assets. The realization of most of these deferred tax assets is primarily dependent on the Company’s ability to generate sufficient U.S. and certain non-U.S. taxable income in future periods. Although realization is not assured, the Company’s management believes it is more likely than not that these deferred tax assets will be realized. The amount of deferred tax assets considered realizable, however, may increase or decrease in subsequent periods when the Company re-evaluates the underlying basis for its estimates of future U.S. and certain non-U.S. taxable income. The deferred tax asset valuation allowance decreased by $86 million in fiscal year 2026, primarily due to releases in valuation allowance associated with the enactment of the One Big Beautiful Bill Act and changes in tax attributes associated with an internal reorganization that were fully offset by a valuation allowance. At July 3, 2026, the Company had U.S. tax net operating losses of approximately $2.3 billion, expiring from fiscal year 2027 to fiscal year 2045, and credit carryforwards of approximately $735 million, of which $135 million have no expiration date and the rest expire from fiscal year 2027 through fiscal year 2046. At July 3, 2026, the Company had non-U.S. tax net operating loss carryforwards of approximately $117 million, all of which are indefinite lived. As of July 3, 2026, the Company had gross U.S. capital loss carryforwards of $288 million, which if not utilized, will expire as of fiscal year 2029. As of July 3, 2026, approximately $98 million and $38 million of the Company’s total U.S. net operating loss and tax credit carryforwards, respectively, are subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code. The Company established Singapore as its principal executive offices in fiscal year 2024. The Singaporean statutory tax rate of 17% is used for purposes of the reconciliation between the provision for income taxes at the statutory rate and the effective tax rate. The following table presents a reconciliation to our effective tax rate pursuant to the prospective adoption of ASU 2023-09 for the fiscal year ended July 3, 2026: 63 Table of Contents Fiscal Year Ended (Dollars in millions) July 3, 2026 Provision (benefit) at Singapore federal statutory rate $ 627 17.00 % Foreign Tax Effects: United States Changes in valuation allowances (42) (1.14) % Share-based Compensation (55) (1.49) % Other 11 0.30 % Other foreign jurisdictions 21 0.57 % Changes in Valuation Allowance (44) (1.19) % Nontaxable or nondeductible items Interest Expense 39 1.06 % Other 19 0.52 % Changes in unrecognized tax benefits 47 1.27 % Other adjustments Effect of Rates different than statutory (591) (16.02) % Internal Re-organization 48 1.30 % Other 4 0.11 % Qualified Domestic Minimum Top-up Tax 422 11.44 % Effective Tax Rate $ 506 13.73 % The following table presents a reconciliation between the provision for income taxes at the statutory rate and the effective tax rate for the fiscal years ended June 27, 2025 and June 28, 2024: Fiscal Years Ended (Dollars in millions) June 27, 2025 June 28, 2024 Provision at statutory rate $ 257 $ 76 Permanent differences 4 5 Valuation allowance (18) 47 Effect of rates different than statutory (190) (2) Research credit (6) (9) Capital loss carryforward (2) (11) Other individually immaterial items (1) 4 Provision for income taxes $ 44 $ 110 The following table summarizes the cash paid for income taxes for the period indicated: Fiscal Year Ended (Dollars in millions) July 3, 2026 U.S. $ 19 Non-U.S. 21 Total Cash Paid for Income Taxes (Net of Refunds) $ 40 On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others implemented through fiscal year 2028. 64 Table of Contents A substantial portion of the Company's operations in Singapore and Thailand operate under various tax incentive programs, which expire in whole or in part at various dates into fiscal year 2034. Certain tax incentives may be extended if specific conditions are met. The net impact of these tax incentive programs, after factoring in offsetting qualified domestic minimum top-up tax, resulted in an increase to the Company’s net income by approximately $197 million in fiscal year 2026 ($0.86 per share, diluted), an increase to the Company's net income by approximately $285 million in fiscal year 2025 ($1.32 per share, diluted) and an increase to the Company’s net income by approximately $40 million in fiscal year 2024 ($0.19 per share, diluted). The Company analyzes the potential needs for deferred tax liabilities with respect to the accumulated earnings of foreign subsidiaries annually. The analysis focuses on the outside basis differences in the stock of the foreign subsidiaries as well as the withholding tax obligations those subsidiaries may have with respect to any distribution. The undistributed earnings for which taxes are not provided are permanently reinvested or can be repatriated without incremental tax liability. As of July 3, 2026 and June 27, 2025, the Company had approximately $155 million and $107 million, respectively, of unrecognized tax benefits excluding interest and penalties. These amounts, if recognized, would impact the effective tax rate subject to certain future valuation allowance offsets. The following table summarizes the activities related to the Company’s gross unrecognized tax benefits: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 June 28, 2024 Balance of unrecognized tax benefits at the beginning of the year $ 107 $ 112 $ 116 Gross increase for tax positions of prior years — 2 3 Gross decrease for tax positions of prior years — (17) (12) Gross increase for tax positions of current year 48 11 5 Lapse of statutes of limitation — (1) — Balance of unrecognized tax benefits at the end of the year $ 155 $ 107 $ 112 It is the Company’s policy to include interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statements of Operations and Comprehensive Income. Interest and penalties recorded on these tax positions were not material to any periods presented in the Consolidated Statements of Operations and Comprehensive Income. As of July 3, 2026, accrued interest and penalties related to unrecognized tax benefits did not materially change compared to fiscal year 2025. The Company is required to file U.S. and non-U.S. income tax returns. The Company is no longer subject to examination of its U.S. income tax returns for years prior to fiscal year 2022 and prior to fiscal year 2016 for non-U.S. income tax returns. 6.Leases The Company is a lessee in several operating leases related to real estate facilities for warehouse, office and lab space. The Company’s lease arrangements comprise operating leases with various expiration dates through 2068. The lease term includes the non-cancelable period of the lease, adjusted for options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Finance leases were not material for fiscal years 2026, 2025 and 2024, respectively. During fiscal year 2024, the Company sold and leased back certain properties and recorded a net gain of $30 million within Restructuring and other, net in the Consolidated Statements of Operations and Comprehensive Income. Operating lease costs include short-term lease costs and are shown net of immaterial sublease income. The components of lease costs and other information related to operating leases were as follows: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 June 28, 2024 Operating lease cost $ 72 $ 76 $ 72 Variable lease cost 5 5 3 Total lease cost $ 77 $ 81 $ 75 Operating cash outflows from operating leases $ 68 $ 69 $ 63 65 Table of Contents During fiscal year 2026, ROU assets obtained in exchange for new operating lease liabilities was $13 million. During fiscal year 2025, the ROU assets obtained in exchange for new operating lease liabilities was not material. During fiscal year 2024, the Company obtained $47 million ROU assets in exchange for new operating lease liabilities. Fiscal Years Ended July 3, 2026 June 27, 2025 June 28, 2024 Weighted-average remaining lease term 6.7 years 7.7 years 8.6 years Weighted-average discount rate 8.41 % 8.55 % 8.45 % ROU assets and lease liabilities for operating leases included in the Company’s Consolidated Balance Sheets were as follows: Fiscal Years Ended (Dollars in millions) Balance Sheet Location July 3, 2026 June 27, 2025 ROU assets Other assets, net $ 323 $ 353 Current lease liabilities Accrued expenses 40 61 Non-current lease liabilities Other non-current liabilities 293 317 At July 3, 2026, future lease payments included in the measurement of operating lease liabilities were as follows (in millions): Fiscal Year Amount 2027 $ 66 2028 58 2029 64 2030 60 2031 62 Thereafter 127 Total lease payments 437 Less: imputed interest (104) Present value of lease liabilities $ 333 7.Fair Value Measurement of Fair Value Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Fair Value Hierarchy A fair value hierarchy is based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are: Level 1 - Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 - Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; or Level 3 - Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement. 66 Table of Contents The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, the Company’s or the counterparty’s non-performance risk is considered in determining the fair values of liabilities and assets, respectively. Items Measured at Fair Value on a Recurring Basis The following tables present the Company’s assets and liabilities, by financial instrument type and balance sheet line item that are measured at fair value on a recurring basis, excluding accrued interest components, as of: July 3, 2026 June 27, 2025 Fair Value Measurements at Reporting Date Using Fair Value Measurements at Reporting Date Using (Dollars in millions) Balance Sheet Location Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Assets: Money market funds Cash and cash equivalents $ 474 $ — $ — $ 474 $ 226 $ — $ — $ 226 Time deposits Cash and cash equivalents — — — — — 26 — 26 Total cash equivalents 474 — — 474 226 26 — 252 Derivative assets Other current assets — 1 — 1 — 1 — 1 Total assets $ 474 $ 1 $ — $ 475 $ 226 $ 27 $ — $ 253 As of July 3, 2026 and June 27, 2025, the Company’s Other current assets included $1 million and $2 million, respectively, of restricted cash equivalents held as collateral at banks for various performance obligations. As of July 3, 2026 and June 27, 2025, the Company had no material available-for-sale investments that had been in a continuous unrealized loss position for a period greater than 12 months. The Company determined no impairment related to credit losses for available-for-sale investments for fiscal year 2026. In fiscal year 2025, the Company sold available-for-sale investments for $41 million. The Company also recorded a net loss of $15 million on available-for-sale investments, related to downward adjustments to write down the carrying amount of certain investments to their fair value during fiscal year 2025, which was recorded to Other, net in the Company’s Consolidated Statements of Operations and Comprehensive Income. The fair value and amortized cost of the Company’s available-for-sale investments as of July 3, 2026 and June 27, 2025 was immaterial. Items Measured at Fair Value on a Non-Recurring Basis From time to time, the Company enters into certain strategic investments for the promotion of business and strategic objectives, which are accounted for either under the equity method or the measurement alternative. Investments under the measurement alternative are recorded at cost, less impairment and adjusted for qualifying observable price changes on a prospective basis. If measured at fair value in the Consolidated Balance Sheets, these investments would generally be classified in Level 3 of the fair value hierarchy. For the investments that are accounted under the measurement alternative, the Company recorded a net gain of $14 million for fiscal year 2026, primarily due to the sale of an investment. The Company recorded a net loss of $39 million for fiscal year 2025, related to downward adjustments to write down the carrying amount of certain investments to their fair value. As of July 3, 2026 and June 27, 2025, the carrying value of the Company’s strategic investments under the measurement alternative was $19 million and $26 million, respectively. 67 Table of Contents Other Fair Value Disclosures The Company’s debt is carried at amortized cost. The estimated fair value of the Company’s debt is derived using the closing price of the same debt instruments as of the date of valuation, which takes into account the trading price of ordinary shares, yield curve, interest rates and other observable inputs. Accordingly, these fair value measurements are categorized as Level 2. The following table presents the fair value and amortized cost of the Company’s debt by class of note, in order of maturity: July 3, 2026 June 27, 2025 (Dollars in millions) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Exchangeable Senior Notes 3.50% Exchangeable Senior Notes due June 2028 $ 186 $ 1,913 $ 1,500 $ 2,654 Unsecured Senior Notes Issued by Seagate HDD Cayman 4.091% Senior Notes due June 2029 38 38 452 453 3.125% Senior Notes due July 2029 38 35 138 125 8.25% Senior Notes due December 2029 8 8 500 535 4.125% Senior Notes due January 2031 22 20 237 218 3.375% Senior Notes due July 2031 16 14 61 52 8.50% Senior Notes due July 2031 29 31 500 538 9.625% Senior Notes due December 2032 19 21 750 854 5.75% Senior Notes due December 2034 162 163 489 482 Unsecured Senior Notes Issued by Seagate Data Storage Technology Pte. Ltd. 4.091% Senior Notes due June 2029 332 333 — — 3.125% Senior Notes due July 2029 98 90 — — 8.25% Senior Notes due December 2029 492 598 — — 5.875% Senior Notes due July 2030 400 407 400 407 4.125% Senior Notes due January 2031 177 169 — — 3.375% Senior Notes due July 2031 45 39 — — 8.50% Senior Notes due July 2031 471 491 — — 9.625% Senior Notes due December 2032 731 807 — — 5.75% Senior Notes due December 2034 327 334 — — $ 3,591 $ 5,511 $ 5,027 $ 6,318 Less: unamortized debt issuance costs (26) — (32) — Debt, net of debt issuance costs $ 3,565 $ 5,511 $ 4,995 $ 6,318 Less: current portion of debt, net of debt issuance costs (185) — — — Long-term debt, less current portion, net of debt issuance costs $ 3,380 $ 5,511 $ 4,995 $ 6,318 For the balance of the Company’s financial instruments, primarily accounts receivable, accounts payable and financial liabilities included within accrued expenses, the carrying value approximates fair value due to their short-term nature. If measured at fair value in the Consolidated Balance Sheets, these other financial instruments would be classified in Level 2 or Level 3 of the fair value hierarchy. The Company’s non-financial assets, such as goodwill and property, plant and equipment, are recorded at cost. Fair value adjustments are made to these non-financial assets in the period an impairment charge is recognized. In fiscal year 2025, the Company recorded a ROU asset impairment charge of $10 million in Restructuring and other, net in the Consolidated Statements of Operations and Comprehensive Income to reduce the carrying value of certain ROU assets. If measured at fair value in the Consolidated Balance Sheets, these would generally be classified in Level 3 of the fair value hierarchy. 68 Table of Contents 8.Shareholders’ Equity (Deficit) Share Capital The Company’s authorized share capital is $13,500 and consists of 1,250,000,000 ordinary shares, par value $0.00001, of which 226,791,724 shares were outstanding as of July 3, 2026, and 100,000,000 preferred shares, par value $0.00001, of which none were issued or outstanding as of July 3, 2026. Repurchases of Equity Securities All repurchases are effected as redemptions in accordance with the Company’s Constitution. For the fiscal year ended July 3, 2026, the Company repurchased 0.5 million shares for $176 million under its share repurchase program. As of July 3, 2026, $4.8 billion remained available for repurchase under the existing repurchase authorization limit approved by the Board of Directors. 9.Share-Based Compensation Share-Based Compensation Plans Seagate Technology Holdings plc Amended and Restated Equity Incentive Plan (the “Amended EIP”): On October 25, 2025, (the “Approval Date”), shareholders of the Company approved the Amended EIP that replaced Seagate Technology Holdings plc 2022 Equity Incentive Plan (the “2022 EIP”). The Amended EIP provides for the grant of various types of awards including RSUs, options, PSUs and share appreciation rights. The maximum number of shares that may be delivered to the participants under the Amended EIP shall not exceed (i) 17.9 million ordinary shares, plus (ii) any shares subject to any outstanding share awards granted under the 2012 Equity Incentive Plan (the “2012 EIP”) that, on or after the Approval Date expire, are cancelled or otherwise terminate, in whole or in part, without having been exercised or redeemed in full, or are settled in cash ((i) and (ii) together being the “Share Reserve”). The maximum aggregate number of shares that may be issued pursuant to RSUs or PSUs (collectively, “Full-Value Share Awards”) shall not exceed 16.1 million ordinary shares. Any shares that are subject to the Amended EIP will be counted against the Share Reserve as one share for every one share granted. As of July 3, 2026, there were 12.2 million ordinary shares available for issuance of Full-Value Share Awards under the Amended EIP. Seagate Technology Holdings plc Executive Performance Bonus Plan (the “EPB”). Beginning in fiscal year 2023, the Company implemented the EPB utilizing RSUs instead of cash payouts for senior executives. EPB RSUs are granted under the Amended 2022 EIP, pursuant to the achievement of performance targets and individual goals under the EPB. Seagate Technology Holdings plc Amended and Restated Employee Stock Purchase Plan (the “Amended ESPP”). There are 70 million ordinary shares authorized to be issued under the ESPP. The ESPP consists of a series of six-month offering period with a maximum issuance of 1.5 million ordinary shares per offering period. The ESPP allows eligible employees to contribute up to 10% of their eligible compensation to purchase the Company’s common stock. The price of common stock purchased equals to 85% of the lesser of the fair market value on the first day or the last day of each offering period. During fiscal years 2026, 2025 and 2024, employees purchased approximately 1 million shares each year under this plan at weighted average prices of $101.06, $77.87 and $54.71 per share, respectively. As of July 3, 2026, approximately 14.7 million ordinary shares were available for future issuance. Share-Based Compensation Expense During fiscal years 2026, 2025 and 2024, the Company recognized share-based compensation expense of $213 million, $200 million and $127 million, respectively, with tax benefits of $28 million, $21 million and $5 million. Management made an estimate of expected forfeitures and recognized compensation costs only for those equity awards expected to vest. Restricted Stock Units RSUs generally vest over a period of four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting ratably each quarter over the next 36 months, subject to continuous employment with the Company through the vesting date. The following is a summary of unvested restricted stock activities: 69 Table of Contents Unvested Restricted Stocks Number of Shares(In millions) Weighted-Average Grant-Date Fair Value Unvested at June 27, 2025 2.9 $ 79.96 Granted 1.1 $ 163.75 Forfeited (0.1) $ 90.82 Vested (1.6) $ 80.49 Unvested at July 3, 2026 2.3 $ 118.76 At July 3, 2026, the total unrecognized share-based compensation cost related to unvested restricted stocks was approximately $201 million. This cost is being amortized on a straight-line basis over a weighted-average remaining term of 2.1 years and will be adjusted for subsequent changes in estimated forfeitures. The aggregate fair value of restricted stocks vested during fiscal years 2026, 2025 and 2024 was approximately $129 million, $105 million and $105 million, respectively. The fair value related to RSUs for fiscal years 2026, 2025 and 2024 was estimated using the following assumptions: Fiscal Years 2026 2025 2024 RSUs Expected term (in years) 1 - 2.2 1 - 2.2 1 - 2.2 Expected dividend rate 0.4 - 1.9% 2.0 - 3.3% 2.4 - 4.4% Weighted-average expected dividend rate 1.7 % 2.6 % 4.0 % Weighted-average fair value $ 137.45 $ 96.59 $ 59.96 The expected term represents the period that the Company’s share-based awards are expected to be outstanding and was determined based on historical experience of similar awards. The expected dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date share price. EPB RSUs can be settled in cash, subject to certain employment conditions, and therefore classified as liability awards. The Company remeasures the fair value of these liability awards at each fiscal quarter end. Generally, EPB RSUs vest in full on the first anniversary of the vesting commencement date. During both fiscal years 2026 and 2025, the Company recognized approximately $37 million of share-based compensation expense related to EPB RSUs in the Consolidated Statements of Operations and Comprehensive Income, with the corresponding liability recorded within Accrued employee compensation on the Consolidated Balance Sheets. During fiscal year 2024, the Company did not recognize any share compensation expense related to liability awards. Performance-based Share Units The Company granted PSUs that vest on the satisfaction of continuous employment and achievement of certain financial and operational performance goals established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). These awards vest after the end of the performance period of three years from the grant date. Compensation expense related to these units is only recorded in a period if it is probable that the performance goals will be met, and it is to be recorded at the expected level of achievement. Performance-based Share Units Number of Shares(In millions) Weighted-Average Grant-Date Fair Value Unvested at June 27, 2025 0.8 $ 75.55 Granted 0.2 $ 166.98 Forfeited — $ 67.73 Vested (0.3) $ 70.60 Unvested at July 3, 2026 0.7 $ 105.42 At July 3, 2026, the total unrecognized share-based compensation cost related to unvested performance-based share units was approximately $53 million. This cost is being amortized on a straight-line basis over a weighted-average remaining term of 1.1 years and will be adjusted for subsequent changes in estimated forfeitures. The aggregate fair value of performance-based share units vested during fiscal years 2026, 2025 and 2024 was approximately $18 million, $17 million and $6 million, respectively. The fair value related to PSUs for fiscal years 2026, 2025 and 2024 were estimated using the following assumptions: 70 Table of Contents Fiscal Years 2026 2025 2024 PSUs subject to TSR/ROIC conditions Expected term (in years) 3.0 3.0 3.0 Volatility 38 % 37 % 39 % Weighted-average volatility 38 % 37 % 39 % Expected dividend rate 1.8 % 2.8 % 4.4 % Weighted-average expected dividend rate 1.8 % 2.8 % 4.4 % Risk-free interest rate 3.7 % 3.5 % 4.6 % Weighted-average fair value $ 105.42 $ 75.55 $ 70.97 Share Options Options generally vest over a period of four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting ratably each quarter over the next 36 months, subject to continuous employment with the Company through the vesting date. The exercise price of a share option is equal to the closing price of the Company’s ordinary shares on NASDAQ on the grant date. The expenses associated with share options were not material for any of the periods presented. Employee Savings Plan The Company offers various defined contribution plans for U.S. and non-U.S. employees. In the U.S., qualified employees under the Seagate 401(k) Plan (the "401(k) plan") may elect to make contributions up to 50% of their eligible earned compensation, but not more than statutory limits. Pursuant to the 401(k) plan, the Company matches 50% of employee contributions, up to 6% of compensation, subject to a maximum annual employer contribution of $6,000 per participating employee. During fiscal years 2026, 2025 and 2024, the Company made matching contributions of $76 million, $67 million and $65 million, respectively, under defined contribution plans for employees. 10.Guarantees Indemnifications of Officers and Directors The Company has entered into indemnification agreements with its directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and officers in certain circumstances. The nature of these indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay on behalf of its officers and directors. Historically, the Company has not made any significant indemnification payments under such indemnification agreements and no amount has been accrued in the Company’s Consolidated Financial Statements with respect to these indemnification obligations. Indemnification Obligations The Company from time to time enters into agreements with customers, suppliers, partners and others in the ordinary course of business that provide indemnification for certain matters including, but not limited to, intellectual property infringement claims, environmental claims and breach of agreement claims. The nature of the Company’s indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the Company’s Consolidated Financial Statements with respect to these indemnification obligations. Guarantees In the ordinary course of business, the Company provides standby letters of credit or other guarantee instruments to third parties as required for certain transactions. The Company has not recorded any liability in connection with these guarantee agreements since it is not probable that any amounts will be required to be paid under these guarantee agreements. 71 Table of Contents Product Warranty Changes in the Company’s product warranty liability during the fiscal years ended July 3, 2026 and June 27, 2025 were as follows: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 Balance, beginning of period $ 137 $ 149 Warranties issued 114 68 Repairs and replacements (64) (88) Changes in liability for pre-existing warranties, including expirations 11 8 Balance, end of period $ 198 $ 137 11.Earnings Per Share Basic earnings per share is computed by dividing income available to shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing income available to shareholders by the weighted-average number of shares outstanding during the period and the number of additional shares that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding options, unvested restricted share units and performance-based share units and shares to be purchased under the Employee Stock Purchase Plan using the treasury stock method, as well as shares issuable in connection with the Company’s exchangeable senior notes using the “if-converted” method. Under the treasury stock method, the dilutive effect of potentially dilutive securities is reflected in diluted net earnings per share and an increase in fair market value of the Company’s share price can result in a greater dilutive effect from potentially dilutive securities. Under the “if-converted” method, diluted earnings per share is calculated assuming that the excess value above the principal of the exchangeable notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share. The following table sets forth the computation of basic and diluted net income per share attributable to the shareholders of the Company: Fiscal Years Ended (In millions, except per share data) July 3, 2026 June 27, 2025 June 28, 2024 Numerator: Net income $ 3,184 $ 1,469 $ 335 Number of shares used in per share calculations: Total shares for purposes of calculating basic net income per share 219 212 209 Weighted-average effect of dilutive securities: Employee equity award plans 4 2 2 2028 Notes if-converted shares 6 3 1 Total shares for purposes of calculating diluted net income per share 229 217 212 Net income per share Basic $ 14.54 $ 6.93 $ 1.60 Diluted 13.90 6.77 1.58 All potentially dilutive securities that could have an anti-dilutive effect on the calculation of the earnings per share have been excluded for the periods presented. The capped call transactions related to the 2028 Notes if-converted shares were excluded from the calculation of dilutive earnings per share as their effect would have been anti-dilutive. Other than the capped call, the weighted average anti-dilutive shares that were excluded from the computation of diluted net income per share were not material for the fiscal years ended July 3, 2026, June 27, 2025 and June 28, 2024. 72 Table of Contents 12.Legal, Environmental and Other Contingencies The Company assesses the probability of an unfavorable outcome of all its material litigation, claims or assessments to determine whether a liability had been incurred and whether it is probable that one or more future events will occur confirming the fact of the loss. In the event that an unfavorable outcome is determined to be probable and the amount of the loss can be reasonably estimated, the Company establishes an accrual for the litigation, claim or assessment. In addition, in the event an unfavorable outcome is determined to be less than probable, but reasonably possible, the Company will disclose an estimate of the possible loss or range of such loss; however, when a reasonable estimate cannot be made, the Company will provide disclosure to that effect. Litigation is inherently uncertain and may result in adverse rulings or decisions. Additionally, the Company may enter into settlements or be subject to judgments that may, individually or in the aggregate, have a material adverse effect on its results of operations. Accordingly, actual results could differ materially. Litigation Lambeth Magnetic Structures LLC v. Seagate Technology (US) Holdings, Inc., et al. On April 29, 2016, Lambeth Magnetic Structures LLC filed a complaint against Seagate Technology (US) Holdings, Inc. and Seagate Technology LLC in the U.S. District Court for the Western District of Pennsylvania, alleging infringement of U.S. Patent No. 7,128,988, seeking damages as well as additional relief. The district court entered judgment in favor of Seagate on April 19, 2022. On September 17, 2025, the Court of Appeals for the Federal Circuit vacated the District Court’s judgment and remanded for a new trial on infringement and enablement. The Company believes the asserted claims are without merit and intends to vigorously defend this case. Seagate Technology LLC, et al. v. Headway Technologies, Inc., et al. On February 18, 2020, Seagate Technology LLC and certain of its affiliates, (collectively, the “Seagate Entities”) filed a complaint alleging violations of federal and state antitrust laws as well as breach of contract in the U.S. District Court for the Northern District of California against suppliers of HDD suspension assemblies, including NHK Spring Co. Ltd. (“NHK”), TDK Corporation (“TDK”) and Hutchinson Technology Inc (“HTI”). The Seagate Entities seek to recover damages suffered as a result of the suspension assembly suppliers’ conduct, and additional relief permitted by law. On April 8, 2022, the court dismissed with prejudice all claims against TDK and HTI after the Seagate Entities settled with those defendants. On August 2, 2022, NHK Spring Co. Ltd. filed a motion for Partial Summary Judgment under the Foreign Trade Antitrust Improvement Act (“FTAIA Motion”). On November 17, 2023, the Court granted NHK’s FTAIA Motion on reconsideration, denying the majority of Seagate’s antitrust claims. On January 8, 2026, the Ninth Circuit reversed the District Court’s decision and remanded the case to the District Court, allowing Seagate’s antitrust claims to proceed. The Ninth Circuit subsequently denied NHK’s petition for rehearing, and NHK has since petitioned the U.S. Supreme Court for certiorari. In re Seagate Technology Holdings plc Securities Litigation. On July 10, 2023 and July 26, 2023, two securities class action lawsuits were filed in the U.S. District Court for the Northern District of California against Seagate Technology Holdings plc, Dr. William D. Mosley, and Gianluca Romano. The cases were consolidated on September 25, 2023. On September 12, 2024, the plaintiffs filed the currently operative complaint, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and a class period between September 14, 2020 and April 19, 2023, inclusive. On April 3, 2026, the parties agreed to a settlement in principle to resolve the matter for a total amount of $175 million, approximately $70 million of which will be paid by the Company’s insurers. The parties have since executed a stipulation of settlement. The Company recorded a charge of $105 million which was included in Legal settlement in its Consolidated Statements of Operations and Comprehensive Income. On July 7, 2026, the court granted preliminary approval of the settlement, and a final approval hearing will be held on November 17, 2026. Godo Kaisha IP Bridge 1 v. Seagate Technology LLC, Seagate Technology (US) Holding, Inc., Seagate Technology (Thailand) Limited, Seagate Singapore International Headquarters Ltd., Seagate Technology (Netherlands) B.V. On March 15, 2024, a patent infringement action was filed by Godo Kaisha IP Bridge 1 (“IP Bridge”) against Seagate in U.S. District Court for the District of Delaware. The case was subsequently transferred to the District Court of Minnesota on September 4, 2024. There are eight patents-in-suit. The Company believes the asserted claims are without merit and intends to vigorously defend this case. BIS Settlement On April 18, 2023, the Company’s subsidiaries Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd (collectively, “Seagate”), entered into a settlement agreement (the “Settlement Agreement”) with the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) that resolves BIS’ allegations regarding Seagate’s sales of hard disk drives to Huawei between August 17, 2020 and September 29, 2021. Under the terms of the Settlement Agreement, Seagate has agreed to pay $300 million to BIS in quarterly installments of $15 million over the course of five years beginning October 31, 2023. Seagate has also agreed to complete three audits of its compliance with the license requirements of Section 73 Table of Contents 734.9 of the U.S. Export Administration Regulations (“EAR”), including one audit by an unaffiliated third-party consultant chosen by Seagate with expertise in U.S. export control laws and two internal audits. The Company accrued a charge of $300 million during fiscal year 2023, of which $45 million and $75 million were included in Accrued expenses and Other non-current liabilities, respectively, on the Consolidated Balance Sheets as of July 3, 2026. For fiscal year 2026, $75 million was paid and reported as an outflow from operating activities in its Consolidated Statements of Cash Flows. Environmental Matters The Company’s operations are subject to U.S. and foreign laws and regulations relating to the protection of the environment, including those governing discharges of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Some of the Company’s operations require environmental permits and controls to prevent and reduce air and water pollution, and these permits are subject to modification, renewal and revocation by issuing authorities. Some environmental laws, such as the Comprehensive Environmental Response Compensation and Liability Act of 1980 (as amended, the “Superfund” law) and its state equivalents, can impose liability for the cost of cleanup of contaminated sites upon any of the current or former site owners or operators or upon parties who sent waste to these sites, regardless of whether the owner or operator owned the site at the time of the release of hazardous substances or the lawfulness of the original disposal activity. The Company has been identified as a responsible or potentially responsible party at several sites. At each of these sites, the Company has an assigned portion of the financial liability based on the type and amount of hazardous substances disposed of by each party at the site and the number of financially viable parties. The Company has fulfilled its responsibilities at some of these sites and remains involved in only a few at this time. While the Company’s ultimate costs in connection with these sites is difficult to predict with complete accuracy, based on its current estimates of cleanup costs and its expected allocation of these costs, the Company does not expect costs in connection with these sites to be material. The Company may be subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products. For example, the European Union (“EU”) enacted the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (2011/65/EU), which prohibits the use of certain substances, including lead, in certain products, including disk drives and server storage products, put on the market after July 1, 2006. Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, Taiwan, China, Japan and others. The EU REACH Directive (Registration, Evaluation, Authorization, and Restriction of Chemicals, EC 1907/2006) also restricts substances of very high concern in products. If the Company or its suppliers fail to comply with the substance restrictions, recycle content requirements or other environmental requirements as they are enacted worldwide, it could have a materially adverse effect on the Company’s business. Other Matters From time to time, arising in the normal course of business, the Company is involved in a number of other judicial, regulatory or administrative proceedings and investigations incidental to its business, and the Company expects to be involved in such proceedings and investigations arising in the normal course of its business in the future. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on its financial position or results of operations. 13.Commitments Unconditional Long-Term Purchase Obligations. As of July 3, 2026, the Company had unconditional long-term purchase obligations of approximately $547 million, primarily related to purchases of inventory components. The Company expects the commitment to total $507 million, $23 million, $13 million, $2 million and $2 million for fiscal years 2028, 2029, 2030, 2031 and thereafter respectively. In addition, the Company also had certain long-term market share based inventory purchase commitments as of July 3, 2026. Unconditional Long-Term Capital Expenditures. As of July 3, 2026, the Company had unconditional long-term commitments of approximately $90 million, primarily related to purchases of equipment. The Company expects capital expenditures of $55 million in fiscal year 2028 and $35 million for fiscal years 2029 and thereafter. 74 Table of Contents 14.Business Segment and Geographic Information The Company’s manufacturing operations are based on technology platforms that are used to produce various data storage and systems solutions that serve multiple applications and markets. The Company has determined that its Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, evaluates performance of the Company and makes decisions regarding investments in the Company’s technology platforms and manufacturing infrastructure based on the Company’s consolidated results, including net income reported on the Consolidated Statements of Operations and Comprehensive Income. As a result, the Company has concluded that its manufacture and distribution of storage solutions constitutes one operating segment. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the Consolidated Statements of Operations and Comprehensive Income. The following table summarizes the Company’s long-lived assets by country: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 June 28, 2024 Long-lived assets: United States $ 815 $ 672 $ 658 Thailand 572 546 574 Singapore 494 411 447 United Kingdom 354 233 164 Other 122 148 174 Consolidated $ 2,357 $ 2,010 $ 2,017 15.Revenue The following table provides information about disaggregated revenue by sales channel and country for the Company’s single reportable segment: Fiscal Years Ended (Dollars in millions) July 3, 2026 June 27, 2025 June 28, 2024 Revenues by Channel OEMs $ 9,819 $ 7,282 $ 4,896 Distributors 1,638 1,060 972 Retailers 738 755 683 Total $ 12,195 $ 9,097 $ 6,551 Revenue from external customers (1): United States $ 6,146 $ 4,410 $ 2,308 Singapore 4,880 3,759 3,429 The Netherlands 1,165 924 802 Other 4 4 12 Total $ 12,195 $ 9,097 $ 6,551 ____________________________________________________ (1) Revenue is attributed to countries based on bill from locations. In fiscal year 2026, one customer accounted for approximately 14% of consolidated revenue. In fiscal year 2025, one customer accounted for approximately 10% of consolidated revenue. In fiscal year 2024, no customers accounted for more than 10% of consolidated revenue. 75 Table of Contents 16.Acquisition and Divestiture Acquisition of Intevac, Inc. On March 31, 2025, the Company completed the acquisition of Intevac, Inc., a supplier of thin-film processing systems for total consideration of $119 million, which primarily consisted of cash paid for all of the outstanding common stock and special dividend. The acquisition aligns with the Company's strategy to integrate important components and manufacturing processes. Pro forma results of operations for this acquisition have not been presented because they are not material to the Company’s consolidated results of operations. In connection with the acquisition in fiscal year 2025, the Company recorded approximately $97 million of net tangible assets, primarily consisted of cash and investments, $19 million of intangible assets and $2 million of goodwill, none of which was deductible for tax purposes. The Company is amortizing the intangible assets on a straight-line basis over an estimated useful life of three years. Divestiture Sale of SoC Operations On April 23, 2024, the Company entered into an Asset Purchase Agreement with Avago Technologies International Sales Pte. Limited (“Purchaser”), a subsidiary of Broadcom Inc., and sold certain intellectual property, equipment and other assets related to the design, development and manufacture of its SoC products to Purchaser. Purchaser and its affiliates also offered employment to certain of the Company’s employees engaged in the SoC operations. In connection with this transaction, the Company and Purchaser have also restructured certain pre-existing purchasing agreements (collectively, the “Transaction”). Total consideration for this Transaction was $600 million, including cash proceeds of $560 million at close. The remaining $40 million related to standard indemnification clauses, of which $25 million was received during fiscal year 2025 and $15 million was received during fiscal year 2026. The agreement also contains regulatory review indemnification clauses agreed to by both parties in conjunction with the transaction closing. Based on the valuation performed by the Company, $234 million of the consideration was attributable to the restructuring of pre-existing purchase agreements and recorded as a deferred liability within Other non-current liabilities on the Consolidated Balance Sheets as of June 28, 2024. This deferred liability is classified in Level 3 of the fair value hierarchy. The deferred liability is recognized ratably over the terms of the restructured purchase agreements. Estimating the fair value of the restructuring of pre-existing purchase agreements is judgmental in nature and involves the use of estimates and assumptions. The Company estimated the fair value of its restructuring of pre-existing purchase agreements using the market approach based on discounted cash flow analysis of management’s short-term and long-term forecast of purchase volume and average market price. The discount rate used is based on the weighted-average cost of capital of comparable public companies adjusted for the relevant risk associated with business specific characteristics. As a result of the Transaction, the Company recorded a pre-tax net gain of $313 million from the sale of assets and transfer of liabilities, which included $18 million of goodwill allocated to SoC operations based on its relative fair value of the Company because the disposal group constituted a business for accounting purposes. This was recorded in the Net gain from business divestiture in the Consolidated Statements of Operations and Comprehensive Income during fiscal year 2024. For the fiscal year 2024, the net proceeds of $226 million, net of transaction costs paid, from this Transaction was recorded as an operating inflow and $326 million was recorded as an investing inflow on the Company’s Consolidated Statements of Cash Flows. The Transaction did not meet the criteria of discontinued operation because the disposal did not represent a strategic shift that had a major effect on the Company’s operations and financial results. 17.Subsequent Event Dividend Declared On July 28, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.74 per share, which will be payable on October 7, 2026 to shareholders of record as of the close of business on September 24, 2026. 76 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Seagate Technology Holdings public limited company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Seagate Technology Holdings public limited company (the Company) as of July 3, 2026 and June 27, 2025, the related consolidated statements of operations and comprehensive income, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended July 3, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 3, 2026 and June 27, 2025, and the results of its operations and its cash flows for each of the three years in the period ended July 3, 2026, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of July 3, 2026, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 4, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue recognition—Sales incentive program rebates and discounts Description of the Matter As disclosed in Note 1 to the consolidated financial statements, the Company adjusts revenue to account for variable consideration related sales incentive programs such as price protection and volume incentives to estimate the final selling prices of products sold to original equipment manufacturers (”OEMs”) and through distributor and retail channels. Identifying the complete population of sales incentive programs and auditing management’s corresponding estimates involved in determining the final selling prices for expected future reductions was complex, as it required testing subjective assumptions about the extent of price adjustments on products and the timing of sales to end customers by the Company’s distributor partners. 77 Table of Contents How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the completeness of sales incentive programs, including the accuracy and completeness of the underlying data used in the calculations, level of channel inventory, and management’s assumptions. To test the sales incentive programs, we inspected significant sales arrangements that included contractual rights to discounts and rebates and evaluated management’s estimates of variable consideration applied to reflect expected final selling prices based on such contractual terms. We examined credit memos issued during the year and after year-end to determine the completeness of the identified sales incentives population. Additionally, we performed a retrospective review comparing prior period assumptions to actual results in subsequent periods and conducted sensitivity analyses to evaluate the significance of potential effects on revenue recognition due to changes in the Company's significant assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1980. San Jose, California August 4, 2026 78 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Seagate Technology Holdings public limited company Opinion on Internal Control Over Financial Reporting We have audited Seagate Technology Holdings public limited company’s internal control over financial reporting as of July 3, 2026, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Seagate Technology Holdings public limited company (the Company) maintained, in all material respects, effective internal control over financial reporting as of July 3, 2026, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of July 3, 2026 and June 27, 2025, the related consolidated statements of operations and comprehensive income, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended July 3, 2026, and the related notes and our report dated August 4, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Jose, California August 4, 2026 79 Table of Contents