A maker of hard disk drives and storage systems, Seagate builds the high-capacity drives that power data centers and edge devices, with products ranging from 1TB to 44TB for uses like gaming, NAS, and cloud storage. Founded in 1978 as Shugart Technology by Alan Shugart and colleagues, it renamed itself Seagate to avoid a trademark clash with Xerox. Its 1980 ST-506 was the first 5.25-inch hard drive for personal computers, shrinking drives from refrigerator-sized machines to fit a desktop.
Seagate reports fiscal Q4 2026 revenue of $3.6B, non-GAAP EPS of $5.71
Fiscal Q4 2026 revenue was $3.6 billion, with GAAP gross margin of 52.3% and non-GAAP gross margin of 52.7%.
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GAAP diluted EPS was $5.58; non-GAAP diluted EPS was $5.71 for the quarter.
Fiscal year 2026 revenue was $12.2 billion, with GAAP diluted EPS of $13.90 and non-GAAP diluted EPS of $15.58.
The company generated $1.3 billion in cash flow from operations and $1.1 billion in free cash flow in Q4; for the full year, $3.7 billion and $3.1 billion respectively.
Guidance for fiscal Q1 2027: revenue of $4.1 billion plus or minus $100 million, and non-GAAP diluted EPS of $7.30 plus or minus $0.20.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Seagate HDD Cayman calls for redemption of all outstanding 3.50% Exchangeable Senior Notes due 2028
The redemption date is September 8, 2026; notes not exchanged by then will be redeemed for cash at principal plus accrued interest.
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On June 11, 2026, Seagate HDD Cayman issued a notice to redeem all outstanding 3.50% Exchangeable Senior Notes due 2028.
Holders may exchange notes until 5:00 p.m. New York City time on September 3, 2026, at an exchange rate of 12.1363 ordinary shares per $1,000 principal.
The exchange rate will be adjusted on June 25, 2026 due to Seagate's previously announced dividend of $0.74 per ordinary share.
Seagate HDD expects to eliminate approximately $150.7 million of debt through exchanges and redemption.
7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Seagate closes exchange of $185.908M principal of 3.50% Exchangeable Senior Notes due 2028 for cash and shares.
The consideration consisted of $185.908 million in cash and 2,023,124 ordinary shares of Seagate, with the share count determined over the trading day beginning May 21, 2026.
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On May 26-27, 2026, Seagate and its subsidiary Seagate HDD Cayman completed privately negotiated exchanges of $185.908 million principal amount of 3.50% Exchangeable Senior Notes due 2028.
The exchanged notes were retired, leaving approximately $185.8 million in aggregate principal amount of notes outstanding with unchanged terms.
The exchanges were conducted as private placements under Section 4(a)(2) of the Securities Act, not involving a public offering.
The company issued a press release on May 28, 2026, announcing the closing, furnished as Exhibit 99.1.
3.02 Unregistered Sales of Equity Securities · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Seagate exchanges $185.908M of 3.50% Exchangeable Senior Notes due 2028 for cash and shares
On May 20, 2026, Seagate and its subsidiary Seagate HDD Cayman entered into privately negotiated exchange agreements with a limited number of holders of the 3.50% Exchangeable Senior Notes due 2028.
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The exchanges cover $185.908 million principal amount of notes, with consideration of $185.908 million in cash plus a number of Seagate ordinary shares to be determined over a one trading day period beginning May 21, 2026.
The exchanges are expected to close on or about May 26, 2026, subject to customary closing conditions, and the exchanged notes will be retired.
After closing, approximately $185.8 million in aggregate principal amount of notes is expected to remain outstanding with unchanged terms.
The exchanges are private placements under Section 4(a)(2) of the Securities Act, and the shares issued will be unregistered.
3.02 Unregistered Sales of Equity Securities · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Seagate Lead Independent Director Michael R. Cannon to retire from Board in October 2026
Cannon will continue serving as a director until the conclusion of the Annual Meeting; the press release states his retirement is effective at the end of his current term in October 2026.
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On May 5, 2026, Michael R. Cannon notified Seagate's Board that he will not stand for re-election at the 2026 Annual General Meeting.
His decision was not due to any disagreement with the Company on operations, policies, or practices.
Cannon has served on the Board since February 2011, including five years as Lead Independent Director and five years as Board Chair.
The Company issued a press release on May 6, 2026, announcing his retirement.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Seagate closes exchange of $600M notes for cash and 5.95M shares
Seagate Technology Holdings plc and subsidiary Seagate HDD Cayman closed privately negotiated exchanges of $600 million principal amount of 3.50% Exchangeable Senior Notes due 2028.
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The consideration consisted of approximately $599.2 million in cash and 5,952,309 ordinary shares of Seagate, with the share count determined over the trading day beginning February 12, 2026.
The exchanges were consummated on February 17-19, 2026, and the exchanged notes have been retired.
Approximately $400 million in aggregate principal amount of notes remain outstanding with terms unchanged.
The shares were issued as a private placement under Section 4(a)(2) of the Securities Act, and a press release was issued on February 19, 2026.
3.02 Unregistered Sales of Equity Securities · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Seagate exchanges $600M of 3.50% Exchangeable Senior Notes due 2028 for cash and shares
On February 11, 2026, Seagate Technology Holdings plc and subsidiary Seagate HDD Cayman entered into privately negotiated exchange agreements with holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028.
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The exchanges cover $600 million principal amount of notes, with consideration of approximately $599.2 million in cash plus a number of Seagate ordinary shares to be determined over a one trading day period starting February 12, 2026.
The exchanges are expected to close on or about February 17, 2026, subject to customary closing conditions, and the exchanged notes will be retired.
After closing, approximately $400 million in aggregate principal amount of notes is expected to remain outstanding with unchanged terms.
The exchanges are private placements under Section 4(a)(2) of the Securities Act, and the ordinary shares issued will be unregistered.
3.02 Unregistered Sales of Equity Securities · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits