Seagate Completes \$600 Million Exchangeable Notes Transaction: Key Details for Investors
Seagate Completes \$600 Million Exchangeable Notes Transaction: What Investors Need to Know
Date: February 19, 2026
Company: Seagate Technology Holdings plc (NASDAQ: STX)
Key Highlights of the Announcement
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Transaction Closure: Seagate Technology Holdings plc and its subsidiary, Seagate HDD Cayman, have officially closed their previously announced privately negotiated exchanges of \$600 million in principal amount of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028.
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Consideration Details: The exchange involved a total consideration of approximately \$599.2 million in cash and about 5.95 million ordinary shares of Seagate stock. The final number of shares issued was determined based on the trading price over a one-day period beginning February 12, 2026.
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Reduction in Outstanding Notes: Following this transaction, approximately \$400 million in aggregate principal amount of the notes remain outstanding, with all terms unchanged for these remaining notes. The \$600 million in exchanged notes have been retired.
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Private Placement Terms: The exchanges were executed as private placements. The shares issued were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, meaning they were not part of a public offering.
Implications for Shareholders and Potential Share Price Impact
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Balance Sheet Improvement: The retirement of \$600 million in debt could enhance Seagate’s balance sheet by reducing leverage and interest expense, potentially making the company more attractive to investors seeking lower risk.
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Share Issuance and Dilution: The issuance of approximately 5.95 million new ordinary shares represents a modest dilution for existing shareholders. Investors should be aware that this could have a short-term impact on share price due to the increase in total shares outstanding, though this may be offset by the improved financial position.
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Cash Outflow: The company used nearly \$599.2 million in cash for the exchange, which will reduce its cash reserves in the short term. However, the elimination of future interest payments on the retired notes could improve long-term cash flows.
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No Change to Remaining Debt: \$400 million of the original notes remain outstanding, and these continue under their original terms.
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Regulatory and Legal Note: The transaction was structured to avoid triggering public offering requirements, limiting the risk of regulatory complications.
Company Overview
Seagate Technology is a global leader in mass-capacity data storage solutions, with over 45 years of innovation and more than four billion terabytes of storage shipped. The company offers a comprehensive portfolio spanning devices, systems, and services from edge to cloud.
Cautionary Note on Forward-Looking Statements
This announcement contains forward-looking statements, including those relating to financial performance, strategic actions, and future expectations. These are based on current information and assumptions but are subject to risks and uncertainties which could cause actual results to differ materially. Investors are encouraged to review the latest “Risk Factors” and “Management’s Discussion and Analysis” in Seagate’s filings with the SEC.
Contact Information
Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult their financial advisors before making investment decisions. Seagate undertakes no obligation to update forward-looking statements except as required by law.
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