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Get filing alertsSeagate calls $1B exchangeable notes for redemption, potential share dilution ahead
Filed June 12, 2026 · Period ending June 11, 2026 · ~1 min read
Key Changes
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Seagate subsidiary calling all 3.50% Exchangeable Senior Notes due 2028 for redemption on September 8, 2026. Noteholders can exchange for shares at 12.1363 shares per $1,000 note or receive cash at par plus interest.
Item 8.01 verify on EDGAR → -
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Exchange settlement will be cash for principal amount plus shares for excess value, creating potential dilution for existing shareholders depending on how many noteholders choose to exchange versus redeem.
Item 8.01 verify on EDGAR → -
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Exchange rate will be adjusted on June 25, 2026 to account for previously announced $0.74 per share dividend. Noteholders have until September 3, 2026 to decide whether to exchange or accept cash redemption.
Item 8.01 verify on EDGAR →
Summary
Seagate is voluntarily retiring all outstanding 3.50% Exchangeable Senior Notes due 2028 through its subsidiary Seagate HDD Cayman. The company issued a redemption notice giving noteholders until September 3, 2026 to either exchange their notes for Seagate ordinary shares or accept cash redemption at par value plus accrued interest on September 8, 2026.
This is a proactive debt management move, not a distressed situation. For retail shareholders, the key concern is potential dilution. Noteholders can exchange at a rate of 12.1363 shares per $1,000 in notes, with the company paying principal in cash and settling the excess value in shares. The more noteholders who choose to exchange rather than redeem, the more new shares will be issued.
The exchange rate will be adjusted June 25 to reflect a $0.74 dividend. Watch for disclosure of how many noteholders chose to exchange versus redeem when the redemption closes in September. High exchange rates would mean more dilution but also a cleaner balance sheet with less debt. This is a routine corporate finance action that strengthens the balance sheet while potentially modestly diluting existing equity holders.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 11, 2026, Seagate HDD Cayman, a subsidiary of Seagate (the “Issuer” or “Seagate HDD”), issued a notice (the “Redemption Notice”) to holders of the Issuer’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes.
Seagate HDD Cayman issued a notice calling for redemption of all outstanding 3.50% Exchangeable Senior Notes due 2028. This is a voluntary debt retirement action by the company, not a default or forced event. Noteholders can either exchange their notes for shares before the deadline or receive cash redemption.
Added in current filing · verify on EDGAR →
On September 8, 2026 (the “Redemption Date”), all then-outstanding Notes that are called for Redemption and have not been submitted for exchange will be redeemed for cash at a price (the “Redemption Price”) equal to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date.
Notes not exchanged by the deadline will be redeemed for cash on September 8, 2026 at par value plus accrued interest. This gives noteholders approximately $0.00001 three months to decide whether to exchange for shares or accept cash redemption.
Added in current filing · verify on EDGAR →
The exchange rate for Notes exchanged after today and through the Exchange Deadline is currently equal to 12.1363 ordinary shares of Seagate, par value $0.00001 per share (the “Ordinary Shares”), per $1,000 principal amount of the notes, and will be adjusted on June 25, 2026 as a result of the Company’s previously announced dividend of $0.74 per ordinary share pursuant to Section 7.05(d) of the indenture governing the notes
Noteholders can exchange at a rate of 12.1363 ordinary shares per $1,000 principal amount through September 3, 2026, with an adjustment coming June 25, 2026 due to a $0.74 per share dividend. The company will pay the principal in cash and settle the excess value in shares, potentially creating dilution for existing shareholders.
Event · Item 7.01 — Regulation FD Disclosure
Seagate issued a press release regarding a redemption event on June 11-12, 2026.
Added in current filing · verify on EDGAR →
On June 11, 2026 (US)/June 12, 2026 (Singapore), Seagate Technology Holdings Public Limited Company (the “Company” or “Seagate”) issued a press release regarding the Redemption (described below), a copy of which is attached as Exhibit 99.1 hereto.
Seagate disclosed that it issued a press release about a redemption event. The filing references the redemption but does not provide details in the body text, instead directing readers to the attached press release in Exhibit 99.1. Without access to that exhibit, the specific nature, amount, or terms of the redemption cannot be determined from this 8-K body alone.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 12, 2026 · How we verify