Seagate Technology Holdings reports $549 million net income for fiscal Q1 2026

Cover page 32 changes

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For the fiscal year ended June 27 , 2025

☒ ANNUAL QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 3, 2025

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Securities registered pursuant to Section 12(g) of the Act:

I ndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant as of December 27, 2024, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $ 18.4 billion based upon the closing price reported for such date by the NASDAQ.

The number of outstanding ordinary shares of the registrant as of July 29, 2025 was 212,677,178 .

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant's Annual General Meeting of Shareholders, to be held on October 25, 2025, will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC no later than 120 days after the registrant's fiscal year ended June 27, 2025.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 28, 2025, 213,558,113 of the registrant's ordinary shares, par value $0.00001 per share, were issued and outstanding.

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1B. Unresolved Staff Comments

4 Mine Safety Disclosures

5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

7 Management's Discussion and Analysis of Financial Condition and Results of Operations

7A. Quantitative and Qualitative Disclosures About Market Risk

8 Financial Statements and Supplementary Data

9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

9A. Controls and Procedures

9B. Other Information

9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

10 Directors, Executive Officers and Corporate Governance

11 Executive Compensation

12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

13 Certain Relationships and Related Transactions, and Director Independence

14 Principal Accountant Fees and Services

15 Exhibits and Financial Statement Schedules

FINANCIAL INFORMATION

Financial statements 11 changes

Table of Contents Page

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Deficit

Condensed Consolidated Balance Sheets - Oc tober 3 , 2025 (Unaudited) and June 2 7 , 20 25

Condensed Consolidated Statements of Operations - Three Months Ended October 3 , 2025 and September 27 , 2024 (Unaudited)

Condensed Consolidated Statements of Comprehensive Income - Three Months Ended Oc tober 3 , 2025 and September 2 7 , 2024 (Unaudited)

Condensed Consolidated Statements of Cash Flows - Thre e Months Ende d Oc tober 3, 2025 and September 2 7 , 2024 (Unaudited)

Condensed Consolidated Statements of Shareholders' Deficit - Three Months Ende d October 3 , 2025 and September 2 7 , 2024 (Unaudited)

Notes to the financial statements 3 changes

Reports of Independent Registered Public Accounting Firm

2. Financial Statement Schedules . All schedules are omitted because they are not applicable or the required information is included in the Financial Statements or in the notes thereto.

(b) Exhibits. The following exhibits, as required by Item 601 of Regulation S-K are attached or incorporated by reference as stated below.

Note 1: Basis of Presentation and Summary of Significant Accounting Policies 47 changes

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HDDs are devices that store digitally encoded data on rapidly rotating disks with magnetic surfaces. HDDs continue to be the primary medium of mass data storage due to their performance attributes, reliability, high capacities, superior quality and cost effectiveness.

Beginning in fiscal year 2026, the Company changed its presentation of principal data storage markets to better reflect current demand drivers and the growing impact of Artificial Intelligence ("AI")-driven applications. The Company now presents its products and services under two end markets: Data center and Edge Internet of Things ("Edge IoT"). Data center comprises the majority of the Company's business and primarily includes high-capacity nearline products for mass capacity data storage and systems sold to cloud and enterprise customers, as well as cloud-based video and image applications. Edge IoT primarily includes consumer and client-centric markets along with network-attached storage, mission critical and SSD.

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The Company operates and reports financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. Fiscal years 2025, 2024 and 2023 are comprised of 52 weeks and ended on June 27, 2025, June 28, 2024 and June 30, 2023, respectively. All references to years in these Notes to Consolidated Financial Statements represent fiscal years unless otherwise noted. Fiscal year 2026 will be comprised of 53 weeks and will end on July 3, 2026.

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 the United States U.S. generally accepted accounting principles 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 June 27, 2025 are included in its Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission ("SEC") on August 1, 2025. 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 June 27, 2025, and the notes thereto, are adequate to make the information presented not misleading. The results of operations for the three months ended October 3, 2025 are not necessarily indicative of the results to be expected for any subsequent interim period or for the Company's fiscal year ending July 3 , 2026.

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 3, 2025 consisted of 14 weeks and the three months ended September 27, 2024 consisted of 13 weeks, respectively. Fiscal years 2026 and 2025 comprise 53 and 52 weeks and end on July 3 , 2026 and June 27, 2025, respectively. The fiscal quarters ended October 3, 2025, June 27, 2025 and September 27, 2024, are also referred to herein as the "September 2025 quarter", the "June 2025 quarter" and the "September 2024 quarter", respectively.

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Cash and Cash Equivalents. The Company considers all highly liquid investments with a remaining maturity of 90 days or less at the time of purchase to be cash equivalents. The Company's highly liquid investments are primarily comprised of money market funds, time deposits and certificates of deposits.

Restricted Cash and Cash Equivalents. Restricted cash and cash equivalents represent cash and cash equivalents held as collateral at banks for various performance obligations.

Inventories. Inventories are valued at the lower of cost (using the first-in, first-out method) and net realizable value. Net realizable value is based upon the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Adjustments to reduce cost of inventories to its net realizable value are made, if required, for estimated excess or obsolescence determined primarily by future demand forecasts.

Property, Equipment and Leasehold Improvements. Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Equipment and buildings are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated life of the asset or the remaining term of the lease. The costs of additions and substantial improvements to property, equipment and leasehold improvements, which extend the economic life of the underlying assets, are capitalized. The cost of maintenance and repairs to property, equipment and leasehold improvements is expensed as incurred.

In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. Effective from the first quarter of fiscal year 2024, the Company changed the useful lives of certain manufacturing equipment from a range of three to seven years to a range of three to ten years based on a review of the technology product roadmap. The effect of this change in estimate increased the net income by $ 99 million and increased the diluted earnings per share by $ 0.47 for the fiscal year ended June 28, 2024.

Goodwill. The Company performs a qualitative assessment in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, including goodwill, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit.

Leases. The Company determines if an arrangement is a lease or contains a lease at inception. Right-of-use ("ROU") assets are included in Other assets, net and lease liabilities are included in Accrued expenses and Other non-current liabilities in the Company's Consolidated Balance Sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. The Company combines lease and non-lease components for facility leases and does not recognize ROU assets and lease liabilities for leases with an initial term of 12 months or less on the Consolidated Balance Sheets.

Lease liabilities are measured at the present value of the remaining lease payments and ROU assets are based on the lease liability, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs. For the Company's leases that do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company's estimated incremental borrowing rate based on the information available at the lease commencement date. Additionally, the Company's lease term may include options to extend or terminate the lease. These options are reflected in the ROU asset and lease liability when it is reasonably certain that the Company will exercise the option. The Company's lease agreements do not contain any material residual value guarantees.

The Company recognizes lease expense on a straight-line basis over the lease term. Variable lease payments not dependent on an index or a rate primarily consist of common area maintenance charges, are expensed as incurred, and are not included in the ROU asset and lease liability calculation.

Other Long-lived Assets. The Company tests other long-lived assets, including property, equipment and leasehold improvements, ROU assets and other intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. If such circumstances are identified, the Company performs a recoverability test to assess the recoverability of an asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group and the excess of the carrying value over the fair value is allocated pro rata to derive the adjusted carrying value of assets in the asset group.

Warranty. The Company estimates probable product warranty costs at the time revenue is recognized and records the estimated charge in Cost of revenue on the Company's Consolidated Statements of Operations. The Company generally provides warranty on its products for a period of 1 to 5 years. The Company's warranty provision considers estimated product failure rates, trends (including the timing of product returns during the warranty periods), and estimated repair or replacement costs related to product quality issues, if any. The Company also exercises judgment in estimating its ability to sell refurbished products.

Revenue Recognition and Sales Incentive Programs. The Company determines revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies a performance obligation.

Revenue from sales of products is generally recognized upon transfer of control to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products, net of sales taxes. This typically occurs upon shipment from the Company. When applicable, the Company includes shipping charges billed to customers in Revenue and includes the related shipping costs in Cost of revenue on the Company's Consolidated Statements of Operations.

The Company records estimated variable consideration at the time of revenue recognition as a reduction to revenue. Variable consideration generally consists of expected rebates to be provided for sales incentive programs, such as price protection and volume incentives aimed at increasing customer demand. For original equipment manufacturers ("OEMs") sales, rebates are typically established by estimating the most likely amount of consideration expected to be received based on an OEM customer's volume of purchases from the Company or other agreed upon rebate programs. For the distribution and retail channel, these programs typically involve estimating the most likely amount of rebates based on actual historical price incentives, known future price trends, and channel inventory level. Marketing development program costs are accrued and recorded as a reduction to revenue at the same time that the related revenue is recognized.

At the end of the reporting period, the Company has unfulfilled product purchase orders which represent performance obligations not delivered, or partially undelivered under existing customer contracts. Some of these purchase orders are non-cancellable in nature. As of June 27, 2025, all non-cancellable purchase orders are less than one year in duration and are expected to be fulfilled in the next twelve months. The Company applied the optional exemption to not disclose the value of these remaining performance obligations as they are part of a contract that has an original expected duration of one year or less.

The Company expenses sales commissions as incurred because the amortization period would have been one year or less. These costs are recorded as Marketing and administrative in the Company's Consolidated Statements of Operations.

Restructuring Costs. The Company incurs restructuring costs in connection with workforce reductions, consolidation or closure of facilities and other exit costs. The Company records employee termination liabilities when it is probable that benefits will be paid and the amount is reasonably estimable. The rates used in determining severance accruals are based on existing plans, historical experiences and negotiated settlements. Other costs associated with a restructuring plan or exit or disposal activities are recognized in the period in which the liability is incurred or the asset is impaired.

Advertising Expense. The cost of advertising is expensed as incurred. Advertising costs were approximately $ 21 million , $ 18 million and $ 30 million in fiscal years 2025, 2024 and 2023, respectively.

Share-Based Compensation. The Company accounts for share-based compensation at fair value, net of estimated forfeitures. When estimating forfeitures, the Company considers voluntary termination behavior as well as the historical analysis of actual forfeited awards. The Company estimates the fair value of granted share options and restricted share units ("RSUs") using the Black-Scholes-Merton valuation model and a single share award approach. The Company estimates the fair value of performance-based share units ("PSUs") related to the Company's return on invested capital and total shareholder return using a Monte Carlo simulation valuation model. Share-based compensation expense for share options and RSUs with only a service condition is recognized on a straight-line basis over the requisite service period. The expense for PSUs with both a service condition and a performance or market condition is recognized on a graded vesting basis.

Accounting for Income Taxes . The Company records a provision or benefit for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of the enactment. The Company periodically reassesses the need for valuation allowances on the deferred tax assets, considering both positive and negative evidence to evaluate whether it is more likely than not that all or a portion of such assets will not be realized.

The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

Equity Investments. From time to time, the Company enters into certain strategic investments for the promotion of business and strategic objectives, which are accounted for either under equity method or the measurement alternative. These investments are included in Other assets, net in the Company's Consolidated Balance Sheets and are subsequently adjusted through Other, net in the Consolidated Statements of Operations.

Investments are accounted for under the equity method if the Company has the ability to exercise significant influence, but does not have a controlling financial interest. These investments are measured at cost, less any impairment plus the Company's portion of investee's income or loss. The Company uses the financial statements of investees to determine any adjustments, which are received on a one-quarter lag.

For equity investments where the Company does not have the ability to exercise significant influence and there are no readily determinable fair values, the Company has elected to apply the measurement alternative, under which investments are measured at cost, less impairment, and adjusted for qualifying observable price changes on a prospective basis.

The Company's strategic investments are periodically analyzed to determine whether or not there are indicators of impairment by assessing factors such as deterioration of earnings, adverse change in market/industry conditions, the ability to operate as a going concern, and other factors which indicate that the carrying amount of the investment might not be recoverable. In such a case, the decrease in value is recognized in the period the impairment occurs in the Consolidated Statements of Operations.

Foreign Currency Remeasurement and Translation. The U.S. dollar is the functional currency for all of the Company's foreign operations. Monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at the balance sheet date at exchange rates in effect at the end of each period. The gains and losses from the remeasurement are included in Other, net in the Company's Consolidated Statements of Operations.

Business Combinations. The Company includes the results of operations of acquired businesses in the Company's consolidated results prospectively from the date of acquisition. The Company allocates the fair value of purchase consideration to the assets acquired including existing technology, liabilities assumed, and non-controlling interests, if any, in the acquired entity based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of the assets acquired, liabilities assumed and non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Acquisition-related expenses, post-acquisition integration and restructuring costs are recognized separately from the business combination and are expensed as incurred.

Government Incentives. The Company enters into government incentive arrangements with domestic and foreign, local, regional and national governments, which vary in size, duration and conditions. Government incentives, primarily cash grants, are recognized when there is reasonable assurance that the incentives will be received and the Company will comply with the conditions specified in the agreement. Operating-related incentives are offset against the related expense in the period the expense is incurred. Capital-related incentives are recognized as a reduction in the carrying amounts of the related Property, equipment and leasehold improvements, net within the Company's Consolidated Balance Sheets and result in a reduction to depreciation expense over the useful lives of the assets. Government incentives received prior to being earned are recognized in current or non-current deferred income within Accrued expenses and Non-current liabilities, whereas government incentives earned prior to being received are recognized in current or non-current receivables within Other current assets or Other asset, net, respectively, in the Company's Consolidated Balance Sheets. Cash received from government incentives related to operating expenses is included as an operating activity in the Statements of Cash Flows, whereas cash received from incentives related to the acquisition of property, equipment and leasehold improvements, net is included as an investing activity.

Incentives received from governments are subject to various confidentiality provisions. In general, they are related to manufacturing of HDDs, enhancing centers of excellence, product development and innovation capabilities. These incentives have initial terms ranging from 1 to 5 years. If conditions are not satisfied, the incentives are subject to reduction, recapture or termination.

In fiscal year 2025, approximately $ 38 million , $ 12 million and $ 5 million of operating grants were recognized as reductions to Cost of revenue , Product development and Marketing and administrative , respectively, in the Consolidated Statements of Operations. Capital-related incentives reduced gross property, plant and equipment by $ 45 million as of June 27, 2025 and the reduction to depreciation expense was not material. As of June 27, 2025, the grant receivables of $ 89 million were reflected within Other current assets in the Company's Consolidated Balance Sheets.

In fiscal year 2024, approximately $ 3 million of operating grants were recognized as reductions to Cost of revenue and Product development in the Consolidated Statements of Operations. The Company also received advanced cash grants of $ 17 million, which were reflected within Accrued expenses in the Company's Consolidated Balance Sheets as of June 28, 2024 . In fiscal year 2023, approximately $ 13 million of operating grants were recognized as reductions to Cost of revenue and Product development in the Consolidated Statements of Operations.

The preparation of financial statements requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Estimates are assessed each period and updated to reflect current information, including those related to revenue recognition, share-based compensation, restructuring accruals, provision for taxes, valuation allowance for deferred taxes, provision for expected credit losses, inventory reserves, warranty accruals, and impairment assessments of goodwill, intangible assets and other long-lived assets. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances, and are subject to significant uncertainties, some of which are beyond the Company's control. Should any of these estimates change, it could adversely affect the Company's results of operations. Actual results could differ materially from these estimates under different assumptions or conditions.

Concentration of Credit Risk. The Company's customer base is concentrated with a small number of customers. The Company does not generally require collateral or other security to support accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations on its customers' financial condition. The Company establishes allowances for expected credit losses based upon factors surrounding the credit risk of customers, global macroeconomic conditions and an analysis of specific exposures. One customer accounted for more than 10% of the Company's accounts receivable as of June 27, 2025 and June 28, 2024 .

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and foreign currency forward exchange contracts. The Company maintains the cash and cash equivalents with four major financial institutions and a portion of such balances exceed or are not subject to Federal Deposit Insurance Corporation, or FDIC, insurance limits. The Company mitigates concentrations of credit risk in its financial instruments through diversification, by investing in highly-rated securities and/or major multinational companies.

In entering into foreign currency forward exchange contracts, the Company assumes the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. The counterparties to these contracts are major multinational commercial and investment banks, and the Company has not incurred and does not expect any losses as a result of counterparty defaults.

Supplier Concentration. Certain of the raw materials, components and equipment used by the Company in the manufacture of its products are available from single-sourced direct and indirect vendors. Shortages could occur in these essential materials and components due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components or equipment at all or acceptable prices, it would be required to reduce its manufacturing operations, which could have a material adverse effect on its results of operations.

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 June 27, 2025, as filed with the SEC on August 1, 2025.

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In September 2022, the Financial Accounting Standards Board (FASB) issued ASU 2022-04 (ASC Subtopic 405-50), Disclosure of Supplier Finance Program Obligations. This ASU requires disclosure of key terms of the outstanding supplier finance programs and a roll forward of the related obligations. The Company adopted the disclosure requirement during the first quarter of fiscal year 2025. Refer to "Note 2. Balance Sheet Information" for more details.

In November 2023, the FASB issued ASU 2023-07 (ASC Topic 280), Improvements to Reportable Segment Disclosures . This ASU improves reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The Company adopted the disclosure requirement for its annual reporting in fiscal year 2025 and is required to adopt adopted the guidance for interim period reporting beginning the first quarter of fiscal year 2026 on a retrospective basis. Refer to "Note 15. 7. Business Segment". and Geographic Information".

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In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures . This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The Company is required to adopt this guidance for its annual reporting in fiscal year 2026 on a prospective basis but have has the option to apply it retrospectively. This standard is expected to impact the Company's disclosures and will not have an impact on its Consolidated Financial Statements.

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Note 2: Balance Sheet Information 59 changes

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The following table provides a summary of cash, cash equivalents and restricted cash reported within the Company's Consolidated Balance Sheets that reconciles to the corresponding amount in the Company's Consolidated Statements of Cash Flows:

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

(Dollars in millions) October 3, 2025 June 27, 2025

Cash and cash equivalents $ 891 $ 1,358 1,112 $ 786 891

Restricted cash included in Other current assets 2 2 2

Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows $ 893 $ 1,360 1,114 $ 788 893

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The details of the accounts receivable, net were as follows:

(Dollars in millions) June 27,

Accounts receivable $ 963 $ 433

Allowances for expected credit losses

Account receivable, net $ 959 $ 429

In connection with the Company's factoring agreements, from time to time the Company sells accounts receivables to third parties for cash proceeds less a discount. During fiscal year 2025, the Company sold account receivables without recourse for cash proceeds o f $ 692 million and no amount re mained subject to servicing by the Company as of June 27, 2025. During fiscal year 2024, the Company sold accounts receivables without recourse for cash proceeds of $ 1.2 billion, of which $ 294 million remained subject to servicing by the Company as of June 28, 2024. The discounts on accounts receivables sold were immaterial for fiscal year 2025, $ 11 million for fiscal year 2024 and $ 11 million for fiscal year 2023, respectively.

In connection with the Company's factoring agreements, from time to time the Company sells accounts receivables to third parties for cash proceeds less a discount.

During the three months ended October 3, 2025, the Company did not sell any accounts receivables to a third party. During the three months ended September 27, 2024, the Company sold accounts receivables without recourse for cash proceeds of $ 343 million. As of October 3, 2025 and June 27, 2025, no amount remained subject to servicing.

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Work-in-process 838 831

Finished goods 228 138

(Dollars in millions) October 3, 2025 June 27, 2025

Raw materials and components $ 374 304 $ 270 374

Work-in-process 1,028 838

Finished goods 164 228

Total inventories, net $ 1,440 1,496 $ 1,239 1,440

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Vendor receivables $ 121 $ 110

(Dollars in millions) October 3, 2025 June 27, 2025

Vendor receivables $ 130 $ 121

Other current assets 221 242 196

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(Dollars in millions) Useful Life in Years June 27,

Land and land improvements $ 18 $ 18

Buildings and leasehold improvements Up to 30

Construction in progress 333 198

Depreciation expense, which includes amortization of leasehold improvements, was $ 251 million , $ 264 million and $ 504 million for fiscal years 2025, 2024 and 2023, respectively. In fiscal year 2025, the accelerated depreciation expense was immaterial . In fiscal year 2024, the Company recognized a charge of $ 13 million for the accelerated depreciation of certain fixed assets, which was recorded to Cost of revenue in the Consolidated Statements of Operations. In fiscal year 2023, the Company recognized a charge of $ 85 million for the accelerated depreciation of certain fixed assets, of which $ 60 million and $ 25 million was recorded to Cost of revenue and Product development, respectively, in the Consolidated Statements of Operations. Interest on borrowings related to eligible capital expenditures is capitalized as part of the cost of the qualified assets and amortized over the estimated useful lives of the assets. During fiscal years 2025, 2024 and 2023, the Company's capitalized interest was immaterial .

(Dollars in millions) October 3, 2025 June 27, 2025

Gross property, equipment and leasehold improvements $ 10,364 $ 10,330 10,260

Less: accumulated depreciation and amortization ( 8,673 8,676 ) ( 8,646 8,673 )

Property, equipment and leasehold improvements, net $ 1,657 1,688 $ 1,614 1,657

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Dividends payable $ 153 $ 147

(Dollars in millions) October 3, 2025 June 27, 2025

Dividends payable $ 154 $ 153

Other accrued expenses 519 479 507

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The details of the outstanding supplier financing obligation were as follows:

For the Fiscal Year Ended

(Dollars in millions) June 27,

Outstanding at the beginning of the period 50 51

Added to the program during the period 1,344 891

Settled during the period ( 1,374 ) ( 892 )

Outstanding at the ending of the period 20 50

The components of AOCI, net of tax, were as follows:

(Dollars in millions) Unrealized Gains/(Losses) on Cash Flow Hedges Unrealized Gains/(Losses) on Post-Retirement Plans Foreign Currency Translation Adjustments Total

Balance at June 30, 2023

Other comprehensive (loss) income before reclassifications ( 13 ) 1 1 ( 11 )

Amounts reclassified from AOCI ( 90 ) 1 — ( 89 )

Other comprehensive (loss) income ( 103 ) 2 1 ( 100 )

Balance at June 28, 2024

Other comprehensive loss before reclassifications $ — $ ( 7 ) $ — $ ( 7 )

Amounts reclassified from AOCI — 1 — 1

Other comprehensive loss — ( 6 ) — ( 6 )

Balance at June 27, 2025

All Outstanding amounts related to suppliers participating in the SCF Program, are recorded within Accounts payable in the Company's Condensed Consolidated Balance Sheets, were $ 7 million and $ 20 million as of October 3, 2025 and June 27, 2025, 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 Income ("AOCI")

Accumulated other comprehensive loss, net of tax, was comprised of $ 8 million unrealized losses on defined benefit pension plans as of October 3, 2025 and June 27, 2025, respectively. Accumulated other comprehensive loss, net of tax, was comprised of $ 2 million unrealized losses on defined benefit pension plans as of September 27, 2024 and June 28, 2024, respectively.

Note 3: Debt 81 changes

Unsecured Senior Notes (1)

$ 1,000 issued on May 28, 2014 at 4.75 % due January 1, 2025 (the "2025 Notes") , interest payable semi-annually on January 1 and July 1 of each year.

$ 700 issued on May 14, 2015 at 4.875 % due June 1, 2027 (the "2027 Notes") , interest payable semi-annually on June 1 and December 1 of each year.

The following table provides details of the Company's debt as of June 27, October 3, 2025 and June 28, 2024: 27, 2025:

(Dollars in millions) October 3, 2025 June 27, 2025

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") , interest payable semi-annually on June 1 and December 1 of each year. (3)

$ 500 issued on December 8, 2020 at 3.125 % due July 15, 2029 (the "Old July 2029 Notes") , interest payable semi-annually on January 15 and July 15 of each year. (4)

$ 500 issued on May 30, 2023 at 8.25 % due December 15, 2029 ( the "Old December 2029 Notes" ) interest payable semi-annually on June 15 and December 15 of each year. (5)

$ 500 issued on June 10, 2020 at 4.125 % due January 15, 2031 (the "Old January 2031 Notes") , interest payable semi-annually on January 15 and July 15 of each year. (4)

$ 500 issued on December 8, 2020 at 3.375 % due July 15, 2031 (the "Old July 2031 Notes") , interest payable semi-annually on January 15 and July 15 of each year. (4)

$ 500 issued on May 30, 2023 at 8.50 % due July 15, 2031 ( the "Old 8.50% July 2031 Notes" ) interest payable semi-annually on January 15 and July 15 of each year. (4)

$ 750 issued on November 30, 2022 at 9.625 % due December 1, 2032 (the "Old 2032 Notes") interest payable semi-annually on June 1 and December 1 of each year. (3)

$ 500 issued on December 2, 2014 at 5.75 % due December 1, 2034 (the "Old 2034 Notes") , interest payable semi-annually on June 1 and December 1 of each year. (3)

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") , interest payable semi-annually on January 15 and July 15 of each year. (4)

$ 431 issued on June 30, 2025 at 4.091 % due June 1, 2029 (the "New June 2029 Notes") (3)

$ 100 issued on June 30, 2025 at 3.125 % due July 15, 2029 (the "New July 2029 Notes") (4)

$ 492 issued on June 30, 2025 at 8.25 % due December 15, 2029 ( the "New December 2029 Notes" ) (5)

$ 213 issued on June 30, 2025 at 4.125 % due January 15, 2031 (the "New January 2031 Notes") (4)

$ 45 issued on June 30, 2025 at 3.375 % due July 15, 2031 (the "New July 2031 Notes") (4)

$ 471 issued on June 30, 2025 at 8.50 % due July 15, 2031 ( the "New 8.50% July 2031 Notes") (4)

$ 731 issued on June 30, 2025 at 9.625 % due December 1, 2032 (the "New 2032 Notes") (3)

$ 328 issued on June 30, 2025 at 5.75 % due December 1, 2034 (the "New 2034 Notes") (3)

1 unchanged paragraph

$ 1,500 issued on September 13, 2023 at 3.50 % due June 1, 2028 ( the "2028 Notes" ) interest payable semi-annually on March 1 and September 1 of each year. (6)

Less: unamortized debt issuance costs ( 32 33 ) ( 30 32 )

Debt, net of debt issuance costs 4,994 4,995 5,674

Less: current portion of long-term debt, net of debt issuance costs ( 1,496 ) 479 —

Long-term debt, less current portion $ 4,995 3,498 $ 5,195 4,995

(1 ) Except for the 2030 Notes all unsecured senior notes and exchangeable senior notes are issued by Seagate HDD Cayman ("Seagate HDD"), and the obligations under these notes are were fully and unconditionally guaranteed, on a senior unsecured basis, by Seagate Technology Unlimited Company ("STUC") and Seagate Technology Holdings plc The 2030 Notes are issued by Seagate Data Storage Technology Pte. Ltd. ("SDST") and the obligations under the 2030 ("STH PLC"). Supplemental indentures for each series of Old Notes are fully and unconditionally guaranteed (as defined below) became operative on a senior unsecured basis, by June 30, 2025 and gave effect to certain amendments which, among other things, released STUC Seagate Technology Holdings plc, and Seagate HDD. 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.

On June 27, 2025, the Company completed offers to exchange (collectively, the "Exchange Offers") any and all outstanding notes of eight series issued by Seagate HDD (the "Old Notes") for new notes to be issued by SDST (the "New Notes"), and related consent solicitations.

In accordance with the terms of the Exchange Offers and consent solicitations, the Company accepted for exchange all Old Notes validly tendered. The Exchange Offers and the consent solicitations were settled on June 30, 2025. No gain or loss was recorded as the Exchange Offers were accounted for as a debt modification. The Company incurred immaterial third party fees for the Exchange Offers during the September 2025 quarter.

Other than the identity of SDST as the issuer and as an obligor, the terms of the New Notes are identical to the Old Notes with respect to their interest rate, interest payment dates, optional redemption prices and maturity. The New Notes were guaranteed by the same guarantors as the Old Notes, in addition to Seagate HDD (which is the issuer of the Old Notes). The New Notes have substantially the same covenants as the Old Notes and are subject to the same business and financial risks.

1 unchanged paragraph

2028 Notes. On September 13, 2023, Seagate HDD, in a private placement, issued $ 1.5 billion in aggregate principal amount of 3.50 % Exchangeable Senior Notes due 2028 (the "2028 Notes"), which includes $ 200 million aggregate principal amount pursuant to the over-allotment option of the initial purchasers to purchase additional notes. The 2028 Notes will mature on June 1, 2028, with interest payable semi-annually on March 1 and September 1 of each year, commencing March 1, 2024.

The entire outstanding principal amount of certain term loans were repaid from the proceeds of the 2028 Notes issuance. The exchange was accounted for as a debt extinguishment and the Company recorded a net los s of $ 29 million, which was included in the Net (loss) gain from debt transactions in the Company's Consolidated Statements of Operations in fiscal year 2024 . In connection with the repayment of these loans, the Company terminated certain interest rate swap agreements on September 13, 2023 and received cash proceeds of $ 25 million from the counterparty. The cash proceeds are reported within Net cash provided by operating activities in the Company's Consolidated Statements of Cash Flows during the fiscal year ended 2024. The Company discontinued the related hedge accounting prospectively and realized a net gain of $ 104 million in Net gain from termination of interest rate swap in the Consolidated Statements of Operations during the fiscal year ended 2024. Additionally, $ 6 million of the gains were amortized to Interest expense prior to the termination of interest rate swap in the Company's Consolidated Statements of Operations in fiscal year 2024.

Prior to March 1, 2028, the 2028 Notes are exchangeable at the option of the holders only under the following circumstances:

• during any calendar quarter commencing after the calendar quarter ending on December 31, 2023 (and only during such calendar quarter), if the last reported sale price of the ordinary Shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price in effect on each applicable trading day;

• during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2028 Notes for each trading day period was less than 98% of the product of the last reported sale price of the ordinary shares and the applicable exchange rate on such trading day; or

• upon the occurrence of specified corporate events described in the indenture with respect to the 2028 Notes.

For the fiscal year three months ended June 27, October 3, 2025, the effective interest rate for the 3.50 % Exchangeable Senior Notes due 2028 (the "2028 Notes") was 3.94 %, with contractual interest expense of $ 52 14 million and immaterial amortization of debt issuance costs. For the fiscal year three months ended June 28, September 27, 2024, the effective interest rate for the 2028 Notes was wa s 3.94 % , with contractual interest expense of $ 42 13 million and immaterial amortization of debt issuance costs.

Prior to March 1, 2028, the 2028 Notes are exchangeable at the option of the holders only under certain circumstances as set out in the indenture for the 2028 Notes. As of the calendar quarter ended September 30, 2025, the sale price conditional conversion option of the 2028 Notes was triggered. Accordingly, the 2028 Notes are exchangeable through December 31, 2025. The Company has classified the total balance of the 2028 Notes as the Current portion of long-term debt within Current liabilities in the Company's Condensed Consolidated Balance Sheets as of October 3, 2025.

1 unchanged paragraph

Seagate HDD may redeem the 2028 Notes at its option, in whole but not in part, if Seagate HDD or the Guarantors have, or on the next interest payment date would, become obligated to pay to the holder of any Note additional amounts as a result of certain tax-related events at a redemption price equal to 100 % of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date (a "Tax Redemption"); provided that Seagate HDD may only redeem the 2028 Notes if: (x) Seagate HDD or the relevant Guarantor cannot avoid these obligations by taking commercially reasonable measures available to Seagate HDD or such Guarantor; and (y) Seagate HDD delivers to the Trustee an opinion of outside legal counsel of recognized standing in the relevant taxing jurisdiction attesting to such tax-related event and obligation to pay additional amounts.

As of the calendar quarter ended June 30, 2025 (subsequent to the Company's Consolidated Balance Sheet date), the conditional conversion feature of the 2028 Notes was triggered, based on the price of the Company's ordinary shares, as the last reported sale price of the Company's ordinary shares was at least 130% of the then-applicable exchange price then in effect for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days which ended on June 30, 2025, the last trading day of the applicable quarter. Accordingly, the 2028 Notes are exchangeable through September 30, 2025.

On January 2, 2025, the entire outstanding principal amount of $ 479 million was repaid at par, plus accrued and unpaid interest.

2030 Notes and 2027 Notes

2030 Notes . On May 27, 2025, Seagate Data Storage Technology Pte. Ltd, in a private placement, issued $ 400 million in aggregate principal amount of 5.875 % Senior Notes due 2030 (the "2030 Notes"). The 2030 Notes will mature on July 15, 2030, with interest payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2026.

2027 Notes . On June 11, 2025, in connection with the proceeds from the offering of the 2030 Notes, together with cash on hand, the entire outstanding principal amount of the 2027 Notes was repaid. The transaction was accounted for as a debt extinguishment and the Company recorded a net loss of $ 5 million, which was included in Net (loss) gain from debt transactions in the Company's Consolidated Statements of Operations for fiscal year 2025.

During fiscal year 2025 , $ 24 million principal amount of the June 2029 Notes, $ 25 million principal amount of the July 2029 Notes, $ 39 million principal amount of the January 2031 Notes and $ 11 million principal amount of the July 2031 Notes were repurchased for cash at a discount to their principal amounts, plus accrued and unpaid interest. The Company recorded a net gain of $ 7 million on these repurchases during fiscal year 2025 , which was included in Net (loss) gain from debt transactions in the Company's Consolidated Statements of Operations.

On June 27, 2025, the Company completed offers to exchange (collectively, the "Exchange Offers" and each, an "Exchange Offer") any and all outstanding notes of eight series issued by Seagate HDD (the "Old Notes") for new notes to be issued by SDST (the "New Notes"), and related consent solicitations. The Exchange Offers commenced on May 28, 2025 and expired on June 26, 2025 (the "Expiration Time").

As of the Expiration Time, an aggregate of $ 2.8 billion principal amount of Old Notes had been validly tendered (and consents thereby validly delivered) as set forth in the table below (presented dollars in millions). Each eligible holder who validly tendered their Old Notes pursuant to an Exchange Offer was deemed to have validly delivered its consent in the corresponding consent solicitation with respect to the principal amount of such tendered Old Notes.

Title of Security Principal Amount Outstanding (1)

Principal Amount Tendered at Expiration Time (2)

Approximate Percentage of Outstanding Notes Tendered at Expiration Time

4.091 % Senior Notes due 2029

3.125 % Senior Notes due 2029

8.250 % Senior Notes due 2029

4.125 % Senior Notes due 2031

3.375 % Senior Notes due 2031

8.500 % Senior Notes due 2031

9.625 % Senior Notes due 2032

5.750 % Senior Notes due 2034

(1 ) Reflects the principal amount of Old Notes outstanding as of May 28, 2025.

(2 ) Reflects the aggregate principal amount of Old Notes that were validly tendered prior to the Expiration Time and were therefore exchanged.

In accordance with the terms of the Exchange Offers and consent solicitations, the Company accepted for exchange all Old Notes validly tendered and not validly withdrawn. Subsequent to the Company's Consolidated Balance Sheet date, the Exchange Offers and the consent solicitations were settled on June 30, 2025 (the "Settlement Date"). No gain or loss was recorded as the Exchange Offers were accounted for as a debt modification. The Company incurred immaterial third party fees for the Exchange Offers as of fiscal year 2025.

Other than the identity of SDST as the issuer and as an obligor, the terms of the New Notes are identical to the Old Notes with respect to their interest rate, interest payment dates, optional redemption prices and maturity. The New Notes were guaranteed by the same guarantors as the Old Notes, in addition to Seagate HDD (which is the issuer of the Old Notes). The New Notes have substantially the same covenants as the Old Notes and are subject to the same business and financial risks.

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 "New Credit Agreement") and terminated their then-existing Credit Agreement, dated as of February 20, 2019 (the "Old Credit Agreement"). As a result of terminating the Old Credit Agreement, the Company recorded an $ 8 million non-cash loss related to the accelerated amortization of debt issuance costs, which was included in Net (loss) gain from debt transactions in the Company's Consolidated Statements of Operations.

Upon exchange of the 2028 Notes, Seagate HDD will pay cash up to the aggregate principal amount of 2028 Notes to be exchanged and will pay or cause to be delivered, as the case may be, cash, ordinary shares of the Company or a combination of cash and ordinary shares of the Company, at Seagate HDD's election, in respect of any remainder of the exchange obligation in excess of such principal amount. The current exchange rate for the 2028 Notes as of October 3, 2025 is 12.1324 12.1335 ordinary shares per $1,000 principal amount of 2028 Notes, which is equivalent to an exchange price of approximately $ 82.42 per share as of June 27, October 3, 2025. The exchange price rate was adjusted from 12.1324 ordinary shares per $1,000 principal amount of 2028 Notes on September 30, 2025, and is subject to further adjustment pursuant to the terms of the Exchangeable Notes indenture.

Seagate HDD may redeem the 2028 Notes at its option:

(i) at any time, in whole but not in part, if Seagate HDD also may redeem or the Guarantors have, or on the next interest payment date would, become obligated to pay to the holder of any 2028 Notes at its option Note additional amounts as a result of certain tax-related events which cannot be avoided by taking commercially reasonable measures and which have been confirmed by an opinion of outside legal counsel (a "Tax Redemption"); and/or (ii) on or after September 8, 2026, in whole or in part. if the last reported sale price of ordinary shares of the Company has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) including the trading day immediately preceding the date on which Seagate HDD provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Seagate HDD provides notice of (a "Provisional Redemption") at a redemption price equal to 100 % 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. (a "Provisional Redemption"). If Seagate HDD redeems less than all the outstanding 2028 Notes, at least $ 150 million aggregate principal amount of 2028 Notes must be outstanding and not subject to redemption as of the relevant notice of redemption date.

If Seagate HDD elects to redeem any of the 2028 Notes pursuant to a Tax Redemption or a Provisional Redemption, then a holder of any such called 2028 Notes called pursuant to a Tax Redemption or Provisional Redemption (the "Redemption Called Notes") may exchange such Redemption Called Notes at any time prior to the close of business on the second scheduled trading day preceding the relevant redemption date, even or if such Redemption Called Note is not otherwise exchangeable at that time. After this time, the right to exchange any Redemption Called Notes will expire unless Seagate HDD fails to pay the applicable redemption price, in which case a holder may exchange any Redemption Called Notes later, until the relevant redemption price is paid.

If a holder elects to exchange any Redemption Called Notes, Seagate HDD shall, under certain circumstances, increase the exchange rate for such Redemption Called Notes as set out in the indenture for the 2028 Notes.

In connection with the 2028 Notes, the Company and Seagate HDD entered into privately negotiated capped call transactions with certain financial institutions. The current cap price of the capped call transactions, which was adjusted on September 30, 2025 in accordance with the applicable capped call confirmations, is $ 107.785 107.775 per share. The cost of the capped call transactions was $ 95 million, which met certain accounting criteria to be accounted under Additional Paid-in Capital as part of the Shareholders' Deficit and are not accounted as derivatives in the Company's Condensed Consolidated Balance Sheets.

On January 30, 2025, the New 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. On June 27, October 3, 2025, , no borrowings were outstanding under the New Credit Agreement.

The loans made under the New Credit Agreement will 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 New Credit Agreement are guaranteed by the Company and certain material subsidiaries of the Company.

The New 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 New Credit Agreement. For each fiscal quarter until January 2, 2026, this net leverage ratio covenant applies only to the extent that there is any amount of revolving loans, swing line loans, or letters of credit outstanding as of the last day of the relevant fiscal quarter.

1 unchanged paragraph

and 1 more change in the filing

Note 4: Income Taxes 64 changes

Income (loss) before income taxes consisted of the following:

(Dollars in millions) June 27,

Non-U.S. 1,280 196 ( 796 )

The provision for income taxes consisted of the following:

(Dollars in millions) June 27,

Current income tax expense:

Total Current 48 32 23

Deferred income tax expense:

Total Deferred ( 4 ) 78 10

Provision for income taxes $ 44 $ 110 $ 33

The significant components of the Company's deferred tax assets and liabilities were as follows:

(Dollars in millions) June 27,

Accrued warranty $ 32 $ 37

Inventory carrying value adjustments 37 32

Receivable allowances 15 9

Accrued compensation and benefits 66 36

Capitalized research expenses 110 —

Restructuring accruals — 2

Lease liabilities 64 64

Other accruals and deferred items 10 11

Net operating losses 477 613

Tax credit carryforwards 598 593

Capital loss carryforwards 72 67

Gross: Deferred tax assets 1,540 1,523

Less: Valuation allowance ( 423 ) ( 430 )

Net: Deferred tax assets 1,117 1,093

Deferred tax liabilities

Unremitted earnings of certain non-U.S. entities ( 5 ) ( 4 )

Acquisition-related items — ( 1 )

Right-of-use assets ( 59 ) ( 63 )

Net: Deferred tax liabilities ( 64 ) ( 68 )

Total net deferred tax assets $ 1,053 $ 1,025

At June 27, 2025, the Company recorded $ 1.1 billion of net deferred tax assets. The realization of most of these deferred tax assets is primarily dependent on the Company's ability to generate sufficient U.S. and certain non-U.S. taxable income in future periods. Although realization is not assured, the Company's management believes it is more likely than not that these deferred tax assets will be realized. The amount of deferred tax assets considered realizable, however, may increase or decrease in subsequent periods when the Company re-evaluates the underlying basis for its estimates of future U.S. and certain non-U.S. taxable income.

The deferred tax asset valuation allowance decreased by $ 7 million in fiscal year 2025, which primarily relates to releases in valuation allowance, partially offset with acquired deferred tax balances which are not likely to be realized.

At June 27, 2025, the Company had U.S. tax net operating loss and credit carryforwards of approximately $ 3.0 billion and $ 726 million, respectively, of which approximately $ 7 million and $ 24 million, respectively, are scheduled to expire at various dates in fiscal year 2026, if not utilized. At June 27, 2025, the Company had non-U.S. tax net operating loss carryforwards of approximately $ 300 million, all of which are indefinite lived. As of June 27, 2025, the Company had gross U.S. capital loss carryforwards of $ 288 million, which if not utilized, will expire as of fiscal year 2029. As of June 27, 2025, the Company had gross non-U.S. capital loss carryforwards of $ 23 million, which have an indefinite carryforward period.

As of June 27, 2025, approximately $ 102 million and $ 41 million of the Company's total U.S. net operating loss and tax credit carryforwards, respectively, are subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code.

The Company established Singapore as its principal executive offices in fiscal year 2024. The Singaporean statutory tax rate of 17 % is used for purposes of the reconciliation between the provision for income taxes at the statutory rate and the effective tax rate. For fiscal year 2023, a notional Irish statutory rate of 25 % was used.

(Dollars in millions) June 27,

Provision (benefit) at statutory rate $ 257 $ 76 $ ( 124 )

Permanent differences 4 5 8

Valuation allowance ( 18 ) 47 ( 18 )

Effect of rates different than statutory ( 190 ) ( 2 ) 178

Research credit ( 6 ) ( 9 ) ( 18 )

Capital loss carryforward ( 2 ) ( 11 ) —

Other individually immaterial items ( 1 ) 4 7

Provision for income taxes $ 44 $ 110 $ 33

A substantial portion of the Company's operations in Singapore and Thailand operate under various tax incentive programs, which expire in whole or in part at various dates into fiscal year 2036. Certain tax incentives may be extended if specific conditions are met. The net impact of these tax incentive programs was to increase the Company's net income by approximately $ 285 million in fiscal year 2025 ($ 1.32 per share, diluted), to increase the Company's net income by approximately $ 40 million in fiscal year 2024 ($ 0.19 per share, diluted) and to decrease the Company's net loss by approximately $ 14 million in fiscal year 2023 ($ 0.07 per share, basic).

The Company analyzes the potential needs for deferred tax liabilities with respect to the accumulated earnings of foreign subsidiaries annually. The analysis focuses on the outside basis differences in the stock of the foreign subsidiaries as well as the withholding tax obligations those subsidiaries may have with respect to any distribution. The undistributed earnings for which taxes are not provided are permanently reinvested or can be repatriated without incremental tax liability.

As of June 27, 2025 and June 28, 2024, the Company had approximately $ 107 million and $ 112 million, respectively, of unrecognized tax benefits excluding interest and penalties. These amounts, if recognized, would impact the effective tax rate subject to certain future valuation allowance offsets.

The following table summarizes the activities related to the Company's gross unrecognized tax benefits:

(Dollars in millions) June 27,

Balance of unrecognized tax benefits at the beginning of the year $ 112 $ 116 $ 114

Gross increase for tax positions of prior years 2 3 —

Gross decrease for tax positions of prior years ( 17 ) ( 12 ) ( 4 )

Gross increase for tax positions of current year 11 5 7

Gross decrease for tax positions of current year — — ( 1 )

Balance of unrecognized tax benefits at the end of the year $ 107 $ 112 $ 116

It is the Company's policy to include interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statements of Operations. Interest and penalties recorded on these tax positions were not material to any periods presented in the Consolidated Statements of Operations. As of June 27, 2025, accrued interest and penalties related to unrecognized tax benefits did not materially change compared to fiscal year 2024.

During the 12 months beginning June 28, 2025, the Company does not expect a material change to its unrecognized tax benefits as a result of the expiration of certain statutes of limitation.

The Company is required to file U.S. and non-U.S. income tax returns. The Company is no longer subject to examination of its U.S. income tax returns for years prior to fiscal year 2020 and prior to fiscal year 2013 for non-U.S. income tax returns.

The Company recorded an income tax provision of $ 65 million for the three months ended October 3, 2025. The Company's income tax provision for the three months ended October 3, 2025 differed from the provisions for income taxes that would be derived by applying the Singaporean statutory rate of 17 % to income before income taxes, primarily due to the implementation of Pillar Two global minimum tax in major jurisdictions that the Company operates starting from fiscal year 2026. The income tax provision for the three months ended October 3, 2025 also 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.

As of October 3, 2025, the Company's unrecognized tax benefit excluding interest and penalties is approximately $ 107 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 3, 2025. The Company is not expecting material changes to its unrecognized tax benefits in the next twelve months.

The Company recorded income tax provisions of $ 11 million for the three months ended September 27, 2024. The income tax provision included approximately $ 8 million of net discrete benefit, primarily associated with net excess tax benefits related to share-based compensation expense.

The Company's income tax provisions recorded for the three months ended September 27, 2024 differed from the provisions 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.

Note 5: Fair Value 40 changes

10 unchanged paragraphs

October 3, 2025 June 27, 2025 June 28, 2024

3 unchanged paragraphs

Restricted cash and investments:

Money market funds Other current assets 1 — — 1 1 — — 1

Time deposits and certificates of deposit Other current assets — 1 — 1 — 1 — 1

Other debt securities Other assets, net — — — — — — 15 15

Total assets $ 227 $ 28 $ — $ 255 $ 387 $ 2 $ 15 $ 404

Derivative liabilities Accrued expenses $ — $ — $ — $ — $ — $ ( 1 ) $ — $ ( 1 )

Total liabilities $ — $ — $ — $ — $ — $ ( 1 ) $ — $ ( 1 )

As of June 27, 2025 and June 28, 2024, the Company had no material available-for-sale investments that had been in a continuous unrealized loss position for a period greater than 12 months. In fiscal year 2025, the Company sold available-for-sale investments for $ 41 million. The Company also recorded a net loss of $ 15 million on available-for-sale investments, related to downward adjustments to write down the carrying amount of certain investments to their fair value during fiscal year 2025, which was recorded to Other, net in the Company's Consolidated Statements of Operations . The Company determined no impairment related to credit losses for available-for-sale investments for fiscal year 2024.

The fair value and amortized cost of the Company's available-for-sale investments as of June 27, 2025 , was immaterial . The fair value and amortized cost of the Company's available-for-sale investments as of June 28, 2024 was $ 15 million due in 2 years.

Money market funds Cash and cash equivalents $ 226 241 $ — $ — $ 226 241 $ 386 226 $ — $ — $ 386 226

Time deposits Cash and cash equivalents — 26 — 26 — 27 — 27 — 26 — 26

Total cash equivalents 241 27 — 268 226 26 — 252 386 — — 386

Derivative assets Other current assets — 1 — 1 — — — 1 — 1

Total assets $ 241 $ 27 $ — $ 268 $ 226 $ 27 $ — $ 253

As of June 27, October 3, 2025 and June 28, 2024, 27, 2025, the Company's Other current assets included $ 2 million in of restricted cash equivalents held as collateral at banks for various performance obligations.

1 unchanged paragraph

For the investments that are accounted for under the equity method, the Company sold certain investments for $ 9 million and recorded an immaterial gain for fiscal year 2025. The Company sold certain investments for $ 14 million and recorded an immaterial gain for the fiscal year 2024. The Company recorded a net loss of $ 29 million for fiscal year 2024, which included $ 25 million related to downward adjustments to write down the carrying amount of certain investments to their fair value. The Company recorded an immaterial net loss in fiscal year 2023. The adjusted carrying value of the investments accounted under the equity method was immaterial and $ 12 million as of June 27, 2025 and June 28, 2024 respectively.

From time to time, the Company enters into certain strategic investments for the promotion of business and strategic objectives, which are accounted for either under the equity method or the measurement alternative. Investments under the measurement alternative are recorded at cost, less impairment and adjusted for qualifying observable price changes on a prospective basis. If measured at fair value in the Condensed Consolidated Balance Sheets, these investments would generally be classified in Level 3 of the fair value hierarchy.

For the investments that are accounted under the measurement alternative, the Company recorded no adjustment for the three months ended October 3, 2025 and a net loss of $ 39 million and $ 24 2 million for fiscal years 2025 and the three months ended September 27, 2024, respectively, related to downward adjustments to write down the carrying amount of certain investments to their fair value. For fiscal year 2023, The Company recorded an immaterial net loss. As of June 27, 2025 and June 28, 2024, the carrying value of the Company's strategic investments under the measurement alternative was $ 26 million as of October 3, 2025 and $ 65 million, June 27, 2025, respectively.

1 unchanged paragraph

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 3, 2025 June 27, 2025 June 28, 2024

1 unchanged paragraph

4.75 % Senior Notes due January 2025

4.875 % Senior Notes due June 2027

Exchangeable Senior Notes

1 unchanged paragraph

Unsecured Senior Notes Issued by Seagate HDD Cayman

3 unchanged paragraphs

4.125 % Senior Notes due January 2031

3.375 % Senior Notes due July 2031

8.50 % Senior Notes due July 2031

9.625 % Senior Notes due December 2032

5.75 % Senior Notes due December 2034

Unsecured Senior Notes issued by Seagate Data Storage Technology Pte. Ltd.

4.091 % Senior Notes due June 2029

3.125 % Senior Notes due July 2029

8.25 % Senior Notes due December 2029

6 unchanged paragraphs

Less: unamortized debt issuance costs ( 32 33 ) — ( 30 32 ) —

Debt, net of debt issuance costs $ 4,995 4,994 $ 6,318 8,403 $ 5,674 4,995 $ 6,342 6,318

Less: current portion of debt, net of debt issuance costs ( — 1,496 ) 479 — — 476 —

Long-term debt, less current portion, net of debt issuance costs $ 4,995 3,498 $ 6,318 8,403 $ 5,195 4,995 $ 5,866 6,318

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. In fiscal year 2025, the Company recorded a ROU asset impairment charge of $ 10 million in Restructuring and other, net in the Consolidated Statements of Operations to reduce the carrying value of certain ROU assets . If measured at fair value in the Condensed Consolidated Balance Sheets, these would generally be classified in Level 3 of the fair value hierarchy.

Note 6: Shareholders' Deficit 162 changes

Note 1 0 . Share-Based Compensation

Note 1 1 . Guarantees

Note 1 2 . Earnings (Loss) Per Share

Note 1 3 . Legal, Environmental and Other Contingencies

Note 1 4 . Commitments

Note 1 5 . Business Segment and Geographic Information

Note 1 7 . Acq uisitio n and Divestiture

Note 1 8 . Subsequent Event

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )

SEAGATE TECHNOLOGY HOLDINGS PLC

CONSOLIDATED BALANCE SHEETS

Cash and cash equivalents $ 891 $ 1,358

Accounts receivable, net 959 429

Inventories, net 1,440 1,239

Other current assets 363 306

Total current assets 3,653 3,332

Property, equipment and leasehold improvements, net 1,657 1,614

Goodwill 1,221 1,219

Deferred income taxes 1,066 1,037

Other assets, net 426 537

Total Assets $ 8,023 $ 7,739

LIABILITIES AND SHAREHOLDER'S DEFICIT

Current liabilities:

Accounts payable $ 1,604 $ 1,786

Accrued employee compensation 352 106

Accrued warranty 60 74

Current portion of long-term debt — 479

Accrued expenses 632 654

Total current liabilities 2,648 3,099

Long-term accrued warranty 77 75

Other non-current liabilities 756 861

Long-term debt, less current portion 4,995 5,195

Total Liabilities 8,476 9,230

Commitments and contingencies (See Notes 11, 13 and 14)

Shareholders' Deficit:

Ordinary shares and additional paid-in capital 7,706 7,471

Accumulated other comprehensive loss ( 8 ) ( 2 )

Accumulated deficit ( 8,151 ) ( 8,960 )

Total Shareholders' Deficit ( 453 ) ( 1,491 )

Total Liabilities and Shareholders' Deficit $ 8,023 $ 7,739

See Notes to Consolidated Financial Statements.

SEAGATE TECHNOLOGY HOLDINGS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

Revenue $ 9,097 $ 6,551 $ 7,384

Cost of revenue 5,897 5,015 6,033

Product development 724 654 797

Marketing and administrative 561 460 491

Amortization of intangibles — — 3

BIS settlement penalty — — 300

Restructuring and other, net 25 ( 30 ) 102

Total operating expenses 7,207 6,099 7,726

Income (loss) from operations 1,890 452 ( 342 )

Interest income 25 15 10

Interest expense ( 321 ) ( 332 ) ( 313 )

Net gain from termination of interest rate swap — 104 —

Net gain from business divestiture 8 313 —

Net (loss) gain from debt transactions ( 7 ) ( 29 ) 190

Other, net ( 82 ) ( 78 ) ( 41 )

Other expense, net ( 377 ) ( 7 ) ( 154 )

Income (loss) before income taxes 1,513 445 ( 496 )

Provision for income taxes 44 110 33

Net income (loss) $ 1,469 $ 335 $ ( 529 )

Net income (loss) per share:

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Note 8: Revenue 20 changes

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Note 9: Guarantees 16 changes

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Note 11: Legal, Environmental and Other Contingencies 4 changes

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Note 12: Commitments 2 changes

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MD&A 201 changes

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Market risk 15 changes

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Controls and procedures 8 changes

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Legal proceedings 2 changes

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Risk factors 15 changes

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Other information 4 changes

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Exhibits 170 changes

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