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Seagate Technology Holdings plc

For the period ended Oct 2, 2026. Filed Oct 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 2, 2026 · Filed Oct 29, 2026

STX$506.14+9.8%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTES TO CONDENSED 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. The Company designs and manufactures hard disk drives (“HDDs”), a foundational technology for delivering energy-efficient, mass-capacity storage with favorable storage economics that underpins modern digital infrastructure, along with 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 unaudited Condensed Consolidated Financial Statements of the Company and the accompanying notes were prepared in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”). The Company’s unaudited Condensed 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 U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Condensed 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 Condensed Consolidated Financial Statements.

The Company’s Consolidated Financial Statements for the fiscal year ended July 3, 2026 are included in its Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission (“SEC”) on August 4, 2026. The Company believes that the disclosures included in these unaudited Condensed Consolidated Financial Statements, when read in conjunction with its Consolidated Financial Statements as of July 3, 2026, and the notes thereto, are adequate to make the information presented not misleading. The results of operations for the three months ended October 2, 2026 are not necessarily indicative of the results to be expected for any subsequent interim period or for the Company’s fiscal year ending July 2, 2027.

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. In fiscal years with 53 weeks, the first quarter consists of 14 weeks and the remaining quarters consist of 13 weeks each. The three months ended October 2, 2026 consisted of 13 weeks and the three months ended October 3, 2025 consisted of 14 weeks. Fiscal years 2027 and 2026 comprise 52 and 53 weeks and end on July 2, 2027 and July 3, 2026, respectively. The fiscal quarters ended October 2, 2026, July 3, 2026 and October 3, 2025, are also referred to herein as the “September 2026 quarter”, the “June 2026 quarter” and the “September 2025 quarter”, respectively.

Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies disclosed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies of “Financial Statements and Supplementary Data” contained in Part II, Item 8. of the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2026, as filed with the SEC on August 4, 2026.

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 2030, and for interim period reporting beginning the first quarter of fiscal year 2030 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.

  1. Balance Sheet Information

Cash, Cash Equivalents and Restricted Cash

The details of the cash, cash equivalents and restricted cash were as follows:

(Dollars in millions)October 2, 2026July 3, 2026
Cash and cash equivalents$1,258$1,704
Restricted cash included in Other current assets1121
Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows$1,370$1,705

Inventories, net

The details of the inventory, net were as follows:

(Dollars in millions)October 2, 2026July 3, 2026
Raw materials and components$319$307
Work-in-process1,1561,088
Finished goods225176
Total inventories, net$1,700$1,571

Other Current Assets

The details of the other current assets were as follows:

(Dollars in millions)October 2, 2026July 3, 2026
Vendor receivables$123$123
Other current assets498289
Total$621$412

Property, Equipment and Leasehold Improvements, net

The components of property, equipment and leasehold improvements, net were as follows:

(Dollars in millions)October 2, 2026July 3, 2026
Gross property, equipment and leasehold improvements$10,840$10,676
Less: accumulated depreciation and amortization(8,675)(8,642)
Property, equipment and leasehold improvements, net$2,165$2,034

Accrued Expenses

The details of the accrued expenses were as follows:

(Dollars in millions)October 2, 2026July 3, 2026
Dividends payable$170$168
Other accrued expenses618576
Total$788$744

Other Non-Current Liabilities

The details of the other non-current liabilities were as follows:

(Dollars in millions)October 2, 2026July 3, 2026
Deferred contract liabilities$182$188
Non-current income tax payable749436
Non-current lease liabilities321293
Other accrued expenses164256
Total$1,416$1,173

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.

Outstanding amounts related to suppliers participating in the SCF program, recorded within Accounts payable in the Company's Condensed Consolidated Balance Sheets, were $284 million and $400 million as of October 2, 2026 and July 3, 2026, respectively. The associated payments are included in Net cash provided by operating activities on its Condensed Consolidated Statements of Cash Flows.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax, was comprised of $1 million of unrealized losses on derivative instruments and $3 million of unrealized losses on defined benefit pension plans as of October 2, 2026. Accumulated other comprehensive loss, net of tax, was comprised of $3 million of unrealized gains on derivative instruments offset by $3 million of unrealized losses on defined benefit pension plans as of July 3, 2026.

  1. Debt

The following table provides details of the Company’s debt as of October 2, 2026 and July 3, 2026:

(Dollars in millions)October 2, 2026July 3, 2026
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)3838
$500 issued on December 8, 2020 at 3.125% due July 15, 2029 (the “Old July 2029 Notes”) (4)3838
$500 issued on May 30, 2023 at 8.25% due December 15, 2029 (the “Old December 2029 Notes”) (5)—8
$500 issued on June 10, 2020 at 4.125% due January 15, 2031 (the “Old January 2031 Notes”) (4)2222
$500 issued on December 8, 2020 at 3.375% due July 15, 2031 (the “Old July 2031 Notes”) (4)1616
$500 issued on May 30, 2023 at 8.50% due July 15, 2031 (the “Old 8.50% July 2031 Notes”) (4)—29
$750 issued on November 30, 2022 at 9.625% due December 1, 2032 (the “Old 2032 Notes”) (3)1919
$500 issued on December 2, 2014 at 5.75% due December 1, 2034 (the “Old 2034 Notes”) (3)162162
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)400400
$431 issued on June 30, 2025 at 4.091% due June 1, 2029 (the “New June 2029 Notes”) (3)312332
$100 issued on June 30, 2025 at 3.125% due July 15, 2029 (the “New July 2029 Notes”) (4)9898
$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)164177
$45 issued on June 30, 2025 at 3.375% due July 15, 2031 (the “New July 2031 Notes”) (4)4545
$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)731731
$328 issued on June 30, 2025 at 5.75% due December 1, 2034 (the “New 2034 Notes”) (3)327327
Exchangeable Senior Notes (1)
$1,500 issued on September 13, 2023 at 3.50% due June 1, 2028 (the “2028 Notes”) (6)—186
2,3723,591
Less: unamortized debt issuance costs(21)(26)
Debt, net of debt issuance costs2,3513,565
Less: current portion of long-term debt, net of debt issuance costs—(185)
Long-term debt, less current portion$2,351$3,380

(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 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.

2028 Exchangeable Senior Notes and related Capped Call Transactions

In June 2026, holders of $35 million aggregate principal amount of the 3.50% Exchangeable Senior Notes due 2028 (the “2028 Notes”) exercised their exchange right in accordance with the terms of the indenture. In settlement, during the three months ended October 2, 2026, the Company paid $35 million principal amount in cash and delivered approximately 0.4 million shares of the Company’s common stock in respect of the exchange obligation in excess of the principal amount.

On September 8, 2026, the Company exchanged the remaining outstanding principal amount of the 2028 Notes for approximately $151 million in cash and approximately 1.6 million shares of the Company’s common stock. These 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 Condensed Consolidated Statements of Operations and Comprehensive Income. No 2028 Notes remained outstanding as of October 2, 2026.

There was no corresponding change to the $1.5 billion notional value of the capped call transactions as of October 2, 2026. The current cap price of the capped call transactions is $107.741 per share.

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 principal amount were redeemed. The Company recorded a net loss of $44 million within Net loss from debt transactions in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income.

Debt Repurchases

During the September 2026 quarter, $21 million principal amount of the New June 2029 Notes and $13 million principal amount of the New January 2031 Notes were repurchased for cash at a discount to their principal amount, plus accrued and unpaid interest. The Company recorded an immaterial gain on these repurchases which was included in Net loss from debt transactions in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income.

2032 Notes

Subsequent to the Company’s Condensed Consolidated Balance Sheet date, on October 15, 2026, the entire outstanding principal amounts of the Old 2032 Notes and the New 2032 Notes (the “2032 Notes”) totaling $750 million were redeemed. The Company expects to record a net loss of approximately $81 million in the second 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. As of October 2, 2026, no borrowings were outstanding under the Credit Agreement.

The loans made under the Credit Agreement 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.

Future Principal Payments on Long-term Debt

At October 2, 2026, future principal payments on long-term debt were as follows (in millions):

Fiscal YearAmount
Remainder of 2027—
2028—
2029360
2030136
2031586
Thereafter1,301
Total$2,383
  1. Income Taxes

The Company recorded an income tax provision of $221 million for the three months ended October 2, 2026. The income tax provision for the three months ended October 2, 2026 includes total discrete tax benefit of approximately $83 million, primarily related to net excess tax benefits related to share-based compensation expense. The Company’s income tax provision for the three months ended October 2, 2026 differed from the provision for income taxes that would be derived by applying the Singaporean statutory rate of 17% to income before income taxes, primarily due to the net effect of tax benefits related to earnings generated in jurisdictions that are subject to tax incentive programs, offset by the effects of Pillar Two global minimum tax.

As of October 2, 2026, the Company’s unrecognized tax benefit excluding interest and penalties is approximately $156 million, substantially all of which would impact the effective tax rate, if recognized, subject to certain future valuation allowance reversals. The balance did not change materially during the three months ended October 2, 2026. The Company is not expecting material changes to its unrecognized tax benefits in the next twelve months.

The Company recorded an income tax provision of $65 million for the three months ended October 3, 2025. The income tax provision for the three months ended October 3, 2025 includes total discrete tax benefit of approximately $38 million, primarily related to the release of certain valuation allowances in connection with the enactment of the One Big Beautiful Bill Act in July 2025, as well as net excess tax benefits related to share-based compensation expense. The Company’s income tax provision for the three months ended October 3, 2025 differed from the provision for income taxes that would be derived by applying the Singaporean statutory rate of 17% to income before income taxes, primarily due to the net effect of tax benefits related to earnings generated in jurisdictions that are subject to tax incentive programs, offset by the effects of Pillar Two global minimum tax.

  1. 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.

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:

October 2, 2026 · July 3, 2026
Fair Value Measurements at Reporting Date Using · Fair Value Measurements at Reporting Date Using
(Dollars in millions) · Balance SheetLocation · Quoted Prices in Active Markets for Identical Instruments(Level 1) · Significant Other Observable Inputs(Level 2) · Significant Unobservable Inputs(Level 3) · TotalBalance · Quoted Prices in Active Markets for Identical Instruments(Level 1) · Significant Other Observable Inputs(Level 2) · Significant Unobservable Inputs(Level 3) · TotalBalance
Assets:
Money market fundsCash and cash equivalents$366$—$—$366$474$—$—$474
Total cash equivalents366——366474——474
Derivative assetsOther current assets—————1—1
Total assets$366$—$—$366$474$1$—$475

As of October 2, 2026 and July 3, 2026, the Company’s Other current assets included $112 million and $1 million, respectively, of restricted cash equivalents held as collateral at banks for various performance obligations.

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:

October 2, 2026July 3, 2026
(Dollars in millions)CarryingAmountEstimatedFair ValueCarryingAmountEstimatedFair Value
Exchangeable Senior Notes
3.50% Exchangeable Senior Notes due June 2028——1861,913
Unsecured Senior Notes issued by Seagate HDD Cayman
4.091% Senior Notes due June 202938383838
3.125% Senior Notes due July 202938353835
8.25% Senior Notes due December 2029——88
4.125% Senior Notes due January 203122202220
3.375% Senior Notes due July 203116131614
8.50% Senior Notes due July 2031——2931
9.625% Senior Notes due December 203219211921
5.75% Senior Notes due December 2034162151162163
Unsecured Senior Notes issued by Seagate Data Storage Technology Pte. Ltd.
4.091% Senior Notes due June 2029312307332333
3.125% Senior Notes due July 202998909890
8.25% Senior Notes due December 2029——492598
5.875% Senior Notes due July 2030400397400407
4.125% Senior Notes due January 2031164152177169
3.375% Senior Notes due July 203145384539
8.50% Senior Notes due July 2031——471491
9.625% Senior Notes due December 2032731793731807
5.75% Senior Notes due December 2034327313327334
$2,372$2,368$3,591$5,511
Less: unamortized debt issuance costs(21)—(26)—
Debt, net of debt issuance costs$2,351$2,368$3,565$5,511
Less: current portion of long-term debt, net of debt issuance costs——(185)—
Long-term debt, less current portion, net of debt issuance costs$2,351$2,368$3,380$5,511

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 Condensed 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. If measured at fair value in the Condensed Consolidated Balance Sheets, these would generally be classified in Level 3 of the fair value hierarchy.

  1. Shareholders’ Equity

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 229,710,441 shares were outstanding as of October 2, 2026, and 100,000,000 preferred shares, par value $0.00001, of which none were issued or outstanding as of October 2, 2026.

Repurchases of Equity Securities

All repurchases are effected as redemptions in accordance with the Company’s Constitution.

For the three months ended October 2, 2026, the Company repurchased 0.5 million shares for $400 million under its share repurchase program. As of October 2, 2026, $4.4 billion remained available for repurchase under the existing repurchase authorization limit approved by the Board of Directors.

  1. Business Segment

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 Condensed Consolidated Statements of Operations and Comprehensive Income. As a result, the Company has concluded that its manufacture and distribution of storage solutions constitutesone operating segment.

Significant expense categories regularly provided to and reviewed by the CODM are those presented in the Condensed Consolidated Statements of Operations and Comprehensive Income.

  1. Revenue

The following table provides information about disaggregated revenue by sales channel and country for the Company’s single reportable segment:

For the Three Months Ended
(Dollars in millions)October 2, 2026October 3, 2025
Revenues by Channel
OEMs$3,414$2,180
Distributors626279
Retailers193170
Total$4,233$2,629
Revenue by Country (1):
Singapore1,9711,038
United States1,7931,380
The Netherlands469211
Total$4,233$2,629

(1)Revenue is attributed to countries based on bill from location.

  1. Guarantees

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.

Product Warranty

The Company estimates probable product warranty costs at the time revenue is recognized. The Company generally provides warranty on its products for a period of 1 to 5 years. The Company uses estimated repair or replacement costs and uses statistical modeling to estimate product warranty return rates in order to determine its warranty obligation. Changes in the Company’s product warranty liability during the three months ended October 2, 2026 and October 3, 2025 were as follows:

For the Three Months Ended
(Dollars in millions)October 2, 2026October 3, 2025
Balance, beginning of period$198$137
Warranties issued3622
Repairs and replacements(17)(18)
Changes in liability for pre-existing warranties, including expirations15
Balance, end of period$218$146
  1. 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:

For the Three Months Ended
(In millions, except per share data)October 2, 2026October 3, 2025
Numerator:
Net income$1,761$549
Number of shares used in per share calculations:
Total shares for purposes of calculating basic net income per share228213
Weighted-average effect of dilutive securities:
Employee equity award plans and 2028 Notes if-converted shares413
Total shares for purposes of calculating diluted net income per share232226
Net income per share
Basic$7.72$2.58
Diluted7.592.43

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 werenot material for the three months ended October 2, 2026 and October 3, 2025.

  1. 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. The District Court subsequently granted Seagate’s motion to stay the case pending anex parte reexamination of the patent. 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 during fiscal year 2026, 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. During the three months ended October 2, 2026, the Company transferred $105 million to an escrow account in connection with the settlement, and the amount was included in restricted cash in Other current assets on the Company’s Condensed Consolidated Balance Sheets as of October 2, 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. 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 offive years beginning October 31, 2023. Seagate has also agreed to complete three audits of its compliance with the license requirements of Section 734.9 of the U.S. Export Administration Regulations (“EAR”), includingone audit by an unaffiliated third-party consultant chosen by Seagate with expertise in U.S. export control laws andtwo internal audits.

The Company accrued a charge of $300 million during fiscal year 2023, of which $45 million and $60 million were included in Accrued expenses and Other non-current liabilities, respectively, on the Condensed Consolidated Balance Sheets as of October 2, 2026. For the three months ended October 2, 2026, $15 million was paid and reported as an outflow from operating activities in its Condensed Consolidated Statements of Cash Flows.

Environmental Matters

The Company's operations are subject to U.S. and foreign environmental laws and regulations, including those governing air and water discharges, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites, and the use of certain substances in electronic products. Failure by the Company or its suppliers to comply with applicable environmental requirements could have a material adverse effect on the Company's business. In addition, while the Company has been identified as a responsible or potentially responsible party at several contaminated sites, based on current estimates the Company does not expect its costs related to these sites to be material.

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.

  1. Commitments

Unconditional Long-Term Purchase Obligations. As of October 2, 2026, the Company had unconditional long-term purchase obligations of approximately $714 million, primarily related to purchases of inventory components. The Company expects the commitment to total $513 million, $184 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 October 2, 2026.

  1. Subsequent Events

Dividend Declared

On October 27, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.76 per share, which will be payable on January 7, 2027 to shareholders of record as of the close of business on December 23, 2026.

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