SEC Form 4 · accession 0001137789-26-000240
Seagate Technology Holdings plc · STX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gianluca Romano
Officer — EVP & CFO
Period of report
Sep 11, 2026
Accepted (ET)
Sep 15, 2026 · 4:15 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001137789
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Sep 11, 2026 | M | 8,517 | $68.83 | A | 38,137 | D | |
| Ordinary Shares | Sep 11, 2026 | M | 15,067 | $64.31 | A | 53,204 | D | |
| Ordinary Shares | Sep 11, 2026 | M | 13,475 | $101.34 | A | 66,679 | D | |
| Ordinary Shares | Sep 11, 2026 | M | 13,439 | $158.40 | A | 80,118 | D | |
| Ordinary SharesF2 | Sep 11, 2026 | S | 1,040 | $819.3885 | D | 79,078 | D | |
| Ordinary SharesF3 | Sep 11, 2026 | S | 1,320 | $820.5433 | D | 77,758 | D | |
| Ordinary SharesF4 | Sep 11, 2026 | S | 1,550 | $821.4165 | D | 76,208 | D | |
| Ordinary SharesF5 | Sep 11, 2026 | S | 1,690 | $822.4984 | D | 74,518 | D | |
| Ordinary SharesF6 | Sep 11, 2026 | S | 880 | $823.7205 | D | 73,638 | D | |
| Ordinary SharesF7 | Sep 11, 2026 | S | 1,400 | $824.595 | D | 72,238 | D | |
| Ordinary SharesF8 | Sep 11, 2026 | S | 800 | $825.6525 | D | 71,438 | D | |
| Ordinary SharesF9 | Sep 11, 2026 | S | 1,840 | $826.7184 | D | 69,598 | D | |
| Ordinary SharesF10 | Sep 11, 2026 | S | 1,727 | $827.7209 | D | 67,871 | D | |
| Ordinary SharesF11 | Sep 11, 2026 | S | 3,321 | $828.841 | D | 64,550 | D | |
| Ordinary SharesF12 | Sep 11, 2026 | S | 5,593 | $829.7666 | D | 58,957 | D | |
| Ordinary SharesF13 | Sep 11, 2026 | S | 7,568 | $830.7442 | D | 51,389 | D | |
| Ordinary SharesF14 | Sep 11, 2026 | S | 4,589 | $831.7088 | D | 46,800 | D | |
| Ordinary SharesF15 | Sep 11, 2026 | S | 4,220 | $832.6812 | D | 42,580 | D | |
| Ordinary SharesF16 | Sep 11, 2026 | S | 2,080 | $833.6653 | D | 40,500 | D | |
| Ordinary SharesF17 | Sep 11, 2026 | S | 1,440 | $834.8031 | D | 39,060 | D | |
| Ordinary SharesF18 | Sep 11, 2026 | S | 1,320 | $835.6733 | D | 37,740 | D | |
| Ordinary SharesF19 | Sep 11, 2026 | S | 480 | $836.9158 | D | 37,260 | D | |
| Ordinary SharesF20 | Sep 11, 2026 | S | 200 | $838.096 | D | 37,060 | D | |
| Ordinary SharesF21 | Sep 11, 2026 | S | 880 | $839.1473 | D | 36,180 | D | |
| Ordinary SharesF22 | Sep 11, 2026 | S | 1,000 | $840.1228 | D | 35,180 | D | |
| Ordinary SharesF23 | Sep 11, 2026 | S | 320 | $841.0502 | D | 34,860 | D | |
| Ordinary SharesF24 | Sep 11, 2026 | S | 280 | $842.229 | D | 34,580 | D | |
| Ordinary SharesF25 | Sep 11, 2026 | S | 360 | $843.5456 | D | 34,220 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NQ OptionsF26 | $68.83 | Sep 11, 2026 | M | 8,517 | D | — | Sep 9, 2029 | Ordinary Shares | 8,517 | 0 | D |
| NQ OptionsF27 | $64.31 | Sep 11, 2026 | M | 15,067 | D | — | Sep 11, 2030 | Ordinary Shares | 15,067 | 18,080 | D |
| NQ OptionsF28 | $101.34 | Sep 11, 2026 | M | 13,475 | D | — | Sep 9, 2031 | Ordinary Shares | 13,475 | 32,340 | D |
| NQ Stock OptionF29 | $158.40 | Sep 11, 2026 | M | 13,439 | D | — | Aug 20, 2032 | Ordinary Shares | 13,439 | 40,317 | D |
Explanation of responses
- F1All option exercises and sales of Ordinary Shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 30, 2026.
- F10These Ordinary Shares were sold in multiple trades at prices ranging from $827.17 to $828.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F11These Ordinary Shares were sold in multiple trades at prices ranging from $828.23 to $829.22. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F12These Ordinary Shares were sold in multiple trades at prices ranging from $829.24 to $830.23. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F13These Ordinary Shares were sold in multiple trades at prices ranging from $830.24 to $831.23. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F14These Ordinary Shares were sold in multiple trades at prices ranging from $831.24 to $832.23. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F15These Ordinary Shares were sold in multiple trades at prices ranging from $832.24 to $833.23. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F16These Ordinary Shares were sold in multiple trades at prices ranging from $833.25 to $834.20. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F17These Ordinary Shares were sold in multiple trades at prices ranging from $834.29 to $835.28. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F18These Ordinary Shares were sold in multiple trades at prices ranging from $835.29 to $836.27. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F19These Ordinary Shares were sold in multiple trades at prices ranging from $836.38 to $837.35. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F2These Ordinary Shares were sold in multiple trades at prices ranging from $818.88 to $819.71. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F20These Ordinary Shares were sold in multiple trades at prices ranging from $837.58 to $838.44. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F21These Ordinary Shares were sold in multiple trades at prices ranging from $838.71 to $839.47. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F22These Ordinary Shares were sold in multiple trades at prices ranging from $839.72 to $840.44. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F23These Ordinary Shares were sold in multiple trades at prices ranging from $840.76 to $841.60. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F24These Ordinary Shares were sold in multiple trades at prices ranging from $842.02 to $842.52. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F25These Ordinary Shares were sold in multiple trades at prices ranging from $843.41 to $843.95. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F26Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One-quarter of the options vested on September 9, 2023 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
- F27Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One-quarter of the options vested on September 11, 2024 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
- F28Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One- quarter shall vest on September 9, 2025 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
- F29Options granted to the Reporting Person under the Plan are subject to a four-year vesting schedule. One-quarter vested on August 20, 2026 and the remaining portion shall vest in equal monthly installments over the following three years for a total vesting period of four years.
- F3These Ordinary Shares were sold in multiple trades at prices ranging from $819.95 to $820.93. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F4These Ordinary Shares were sold in multiple trades at prices ranging from $820.96 to $821.94. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F5These Ordinary Shares were sold in multiple trades at prices ranging from $822.05 to $823.03. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F6These Ordinary Shares were sold in multiple trades at prices ranging from $823.12 to $824.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F7These Ordinary Shares were sold in multiple trades at prices ranging from $824.14 to $825.13. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F8These Ordinary Shares were sold in multiple trades at prices ranging from $825.14 to $826.13. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F9These Ordinary Shares were sold in multiple trades at prices ranging from $826.14 to $827.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.