Seagate Technology Holdings STX
Seagate Technology Holdings reports $4.23B revenue
Quarterly report, 4 new risk factors
- Form
- 10-Q
- Filed
- Importance
- Major
- Accession
- 0001137789-26-000309
- Revenue: $4.23 billion for the three months ended Oct 2, 2026
- Net income: $1.76 billion for the three months ended Oct 2, 2026
- Diluted EPS: $7.59 for the three months ended Oct 2, 2026
- Cash and equivalents: $1.26 billion at Oct 2, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
13 changes since the July 2026 10-K
Compared with the 10-K 0001137789-26-000159, filed Aug 4, 2026.
New legal mention
Legal, Environmental and Other Contingencies of this Quarterly Report on Form 10-Q.
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Legal, Environmental and Other Contingencies of this Quarterly Report on Form 10-Q.New legal mention
The District Court subsequently granted Seagate s motion to stay the case pending an ex parte reexamination of the patent.
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The District Court subsequently granted Seagate s motion to stay the case pending an ex parte reexamination of the patent.A limited number of our key customers account for a significant portion of our revenue, and we have been…
Adds "including as a result of changes in their capital expenditure priorities, the pace of…"; drops "In fiscal year 2026, one customer accounted for approximately 14% of our consolidated…".
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A limited number of our key customers account for a significant portion of our revenue, and we have been, and may in the future be, adversely affected by reduced, delayed, loss of or canceled purchases by one or more of them, including large hyperscale data center companies and CSPs. A limited number of our key customers, including OEMs, large hyperscale data center companies and CSPs, account for a significant portion of our revenue. In fiscal year 2026, one customer accounted for approximately 14% of our consolidated revenue. This concentration means that the loss of, or a significant reduction in purchases by, any one of these customers could have a disproportionate effect on our results. While we have long-standing relationships with many of our customers, if any key customers were to significantly reduce, defer or cancel their purchases or delay product acceptances, or we were prohibited from selling to those key customers for any reason, such as export regulations or other factors beyond our control, our revenues and results of operations may be materially and adversely affected, particularly if we are unable to collect any applicable cancellation charges. Although sales to key customers may vary from period to period, a key customer that permanently discontinues or significantly reduces its relationship with us, or that we are prohibited from selling to, could be difficult to replace. In line with industry practice, new key customers usually require that we pass a lengthy and rigorous qualification process. Accordingly, it may be a difficult, costly or prolonged process to attract and sign new key customers. Furthermore, to the extent that there is consolidation among our customer base, or when supply exceeds demand in our industry, our customers may be able to command increased leverage in negotiating prices and other terms of sale, causing price erosion that could adversely affect our profitability. Furthermore, if such customer pressures require us to…Now
A limited number of our key customers account for a significant portion of our revenue, and we have been, and may in the future be, adversely affected by reduced, delayed, loss of or canceled purchases by, one or more of them, including large hyperscale data center companies and CSPs. A limited number of our key customers, including OEMs, large hyperscale data center companies and CSPs, account for a significant portion of our revenue. This concentration means that the loss of, or a significant reduction in purchases by, any one of these customers could have a disproportionate effect on our results. While we have long-standing relationships with many of our customers, if any key customers were to significantly reduce, defer or cancel their purchases or delay product acceptances, including as a result of changes in their capital expenditure priorities, the pace of their AI-related infrastructure investments or their ability to monetize those investments, or we were prohibited from selling to those key customers for any reason, such as export regulations or other factors beyond our control, our revenues and results of operations may be materially and adversely affected, particularly if we are unable to collect any applicable cancellation charges. Although sales to key customers may vary from period to period, a key customer that permanently discontinues or significantly reduces its relationship with us, or that we are prohibited from selling to, could be difficult to replace. In line with industry practice, new key customers usually require that we pass a lengthy and rigorous qualification process. Accordingly, it may be a difficult, costly or prolonged process to attract and sign new key customers. Furthermore, to the extent that there is consolidation among our customer base, or when supply exceeds demand in our industry, our customers may be able to command increased leverage in negotiating prices and other terms of sale, causing price erosion that could…We may not be able to generate sufficient cash flows from operations and our investments to meet our…
Drops "Pursuant to the terms of the indenture governing the 2028 Notes, if one or more holders…".
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We may not be able to generate sufficient cash flows from operations and our investments to meet our liquidity requirements, including servicing our indebtedness and continuing to declare our quarterly dividend . We are leveraged and require significant amounts of cash to service our outstanding indebtedness. Our business may not generate sufficient cash flows to enable us to meet our liquidity requirements, including working capital, capital expenditures, product development efforts, investments, servicing our indebtedness and other general corporate requirements. Our high level of debt presents the following risks: we are required to use a substantial portion of our cash flows from operations to service our debt, which reduces the availability of our cash flows to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances and other general corporate requirements; our substantial leverage increases our vulnerability to economic downturns, decreases the availability of capital and may subject us to a competitive disadvantage vis- -vis those of our competitors that are less leveraged; our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business, our industry and market conditions, and could limit our ability to borrow additional funds on satisfactory terms, or at all, for operations or capital to implement our business strategies; and covenants in our debt agreements, including our existing Credit Agreement (as defined herein), limit, among other things, our ability to pay future dividends or make other restricted payments and investments and to incur additional indebtedness, which could restrict our ability to execute on our business strategy or react to the economic environment. In addition, our ability to service our debt obligations and comply with debt covenants depends on our financial performance. If we fail to meet our debt service…Now
We may not be able to generate sufficient cash flows from operations and our investments to meet our liquidity requirements, including servicing our indebtedness and continuing to declare our quarterly dividend . We are leveraged and require significant amounts of cash to service our outstanding indebtedness. Our business may not generate sufficient cash flows to enable us to meet our liquidity requirements, including working capital, capital expenditures, product development efforts, investments, servicing our indebtedness and other general corporate requirements. Our high level of debt presents the following risks: we are required to use a substantial portion of our cash flows from operations to service our debt, which reduces the availability of our cash flows to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances and other general corporate requirements; our substantial leverage increases our vulnerability to economic downturns, decreases the availability of capital and may subject us to a competitive disadvantage vis- -vis those of our competitors that are less leveraged; our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business, our industry and market conditions, and could limit our ability to borrow additional funds on satisfactory terms, or at all, for operations or capital to implement our business strategies; and covenants in our debt agreements, including our existing Credit Agreement (as defined herein), limit, among other things, our ability to pay future dividends or make other restricted payments and investments and to incur additional indebtedness, which could restrict our ability to execute on our business strategy or react to the economic environment. In addition, our ability to service our debt obligations and comply with debt covenants depends on our financial performance. If we fail to meet our debt service…The price of our ordinary shares may be volatile and could decline significantly.
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The price of our ordinary shares may be volatile and could decline significantly. The market price of our ordinary shares has fluctuated and may continue to fluctuate or decline significantly in response to various factors, some of which are beyond our control, including: general stock market conditions, or general uncertainty in stock market conditions due to global economic conditions and negative financial news unrelated to our business or industry; announcements of innovations, new products, significant contracts, acquisitions, or significant price reductions by us or our competitors, including those competitors who offer alternative storage technology solutions; our failure to meet our guidance or the performance estimates of investment research analysts, or changes in financial estimates by investment research analysts; significant announcements by or changes in financial condition of a large customer; the ability of our customers to procure necessary components which may impact their demand or timing of their demand for our products, especially during a period of persistent supply chain shortages; reduction in demand from our key customers due to macroeconomic conditions that reduce cloud, enterprise or consumer spending; issuance of our ordinary shares, including upon exchange of some or all of our outstanding exchangeable 2028 Notes for amounts in excess of the principal amount; actual or anticipated changes in the credit ratings of our indebtedness by rating agencies; and the sale of our ordinary shares held by certain equity investors or members of management. In addition, in the past, following periods of decline in the market price of a company s securities, class action lawsuits have often been pursued against that company. Similar litigation has been pursued against us, and it could result in substantial costs and a diversion of management s attention and resources, which could materially and adversely affect our results of operations, financial…Now
The price of our ordinary shares may be volatile and could decline significantly. The market price of our ordinary shares has fluctuated and may continue to fluctuate or decline significantly in response to various factors, some of which are beyond our control, including: general stock market conditions, or general uncertainty in stock market conditions due to global economic conditions and negative financial news unrelated to our business or industry; announcements of innovations, new products, significant contracts, acquisitions, or significant price reductions by us or our competitors, including those competitors who offer alternative storage technology solutions; our failure to meet our guidance or the performance estimates of investment research analysts, or changes in financial estimates by investment research analysts; significant announcements by or changes in financial condition of a large customer; the ability of our customers to procure necessary components which may impact their demand or timing of their demand for our products, especially during a period of persistent supply chain shortages; reduction in demand from our key customers due to macroeconomic conditions that reduce cloud, enterprise or consumer spending; actual or anticipated changes in the credit ratings of our indebtedness by rating agencies; and the sale of our ordinary shares held by certain equity investors or members of management. In addition, in the past, following periods of decline in the market price of a company s securities, class action lawsuits have often been pursued against that company. Similar litigation has been pursued against us, and it could result in substantial costs and a diversion of management s attention and resources, which could materially and adversely affect our results of operations, financial condition and liquidity.You should read this discussion in conjunction with financial information and related notes included in this…
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You should read this discussion in conjunction with financial information and related notes included in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended July 3, 2026. Unless the context indicates otherwise, as used herein, the terms we, us, Seagate, the Company and our refer collectively to Seagate Technology Holdings plc, an Irish public limited company, and its subsidiaries. References to $ or dollars are to United States dollars.This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private…
New paragraph in MD&A.
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This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. These statements include, among other things, statements about our plans, programs, strategies and prospects; anticipated shifts in technology and storage industry trends, and anticipated demand for and performance of new storage product introductions; expectations regarding market demand for our products and technologies and our ability to optimize our level of production and meet market and industry expectations and the effects of these future trends on our performance; our ability to successfully integrate acquisitions with our existing business; financial outlook for future periods; expectations regarding our ability to service debt, meet debt and credit agreement covenants and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the Settlement Agreement with BIS; the impact of macroeconomic headwinds and customer inventory adjustments on our business and operations; uncertainty related to tariffs, trade restrictions or evolving global trade policy; our cost saving plans, including our ability to execute such plans, the projected savings under such plans and the assumptions on which the plans and projected savings are based; expectations regarding our business strategy and performance; the sufficiency of our sources of cash to meet cash needs for the next 12 months; and our expectations regarding capital expenditures and dividend issuance plans. Forward-looking statements generally can be identified by words such as expects, intends, plans, anticipates, believes, estimates, predicts, projects, should, may, will, will continue, can, could, or negative of these words, variations of…Revenue in the September 2026 quarter increased by $604 million compared to the June 2026 quarter, primarily…
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For fiscal year 2026, gross margin increased by 11 percentage points compared to the prior fiscal year primarily driven by pricing actions undertaken by the Company and product mix shift to higher capacity products.Now
Revenue in the September 2026 quarter increased by $604 million compared to the June 2026 quarter, primarily due to favorable pricing actions undertaken by the Company.For the September 2026 quarter and September 2025 quarter, we recorded income tax expense of $221 million…
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For the September 2026 quarter and September 2025 quarter, we recorded income tax expense of $221 million and $65 million, respectively. For further discussion, refer to Part I, Item 1. Financial Statements Note 4. Income Taxes .$1.3 billion for the redemption and repurchase of certain Senior Notes and exchanges and redemption of our…
New paragraph in MD&A.
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$1.3 billion for the redemption and repurchase of certain Senior Notes and exchanges and redemption of our remaining 2028 Notes;$17 million taxes paid related to net share settlement of equity awards; partially offset by
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$17 million taxes paid related to net share settlement of equity awards; partially offset byAs of October 2, 2026, we had approximately $706 million of long-term tax payable pertaining to Pillar Two…
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As of October 2, 2026, we had approximately $706 million of long-term tax payable pertaining to Pillar Two global minimum tax.Our discussion and analysis of financial condition and results of operations are based upon our Condensed…
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Our discussion and analysis of financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of such statements requires us to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period and the reported amounts of assets and liabilities as of the date of the financial statements. Our estimates are based on historical experience and other assumptions that we consider to be appropriate in the circumstances. However, actual future results may vary from our estimates.
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Section by section. Added words and removed words against the earlier filing.
Cover page 32 changes
2 unchanged paragraphs
For the fiscal year ended July 3 , 2026
ANNUAL QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 2, 2026
15 unchanged paragraphs
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
7 unchanged paragraphs
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 January 2, 2026, the last business day of the registrant s most recently completed second fiscal quarter, was approximately $ 65.0 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 31, 2026 was 226,644,518 .
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 24, 2026, 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 July 3, 2026.
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 26, 2026, 229,561,109 of the registrant s ordinary shares, par value $0.00001 per share, were issued and outstanding.
1 unchanged paragraph
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 9 changes
Table of Contents Page
Consolidated Balance Sheets
Consolidated Statements of Operation s and Comprehensive Inco me
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders E quity ( Defici t )
Condensed Consolidated Balance Sheets - October 2 , 202 6 (Unaudited) and Ju ly 3 , 202 6
Condensed Consolidated Statements of Operations and Comprehensive Income - Three Months Ended October 2 , 202 6 and Octo ber 3 , 202 5 (Unaudited)
Condensed Consolidated Statements of Cash Flows - Three Months Ended October 2 , 202 6 and Octo ber 3 , 20 25 (Unaudited)
Condensed Consolidated Statements of Shareholders Equity ( Deficit ) - Three Months Ended October 2 , 202 6 and Octob er 3 , 20 25 (Unaudited)
Note 2: Balance Sheet Information 63 changes
Cash, Cash Equivalents and Restricted Cash
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:
(Dollars in millions) July 3,
Cash and cash equivalents $ 1,704 $ 891 $ 1,358
Restricted cash included in Other current assets 1 2 2
Total cash, cash equivalents and restricted cash shown in the Statements of Cash Flows $ 1,705 $ 893 $ 1,360
Accounts Receivable, net
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 2026, the Company did not sell any accounts receivable to a third party. During fiscal year 2025, the Company sold accounts receivable without recourse for cash proceeds of $ 692 million and no amount remained subject to servicing by the Company as of June 27, 2025. The discounts on accounts receivable sold were immaterial for fiscal year 2025 and $ 11 million for fiscal year 2024.
The details of the inventory, net were as follows:
(Dollars in millions) July 3,
Raw materials and components $ 307 $ 374
Work-in-process 1,088 838
Finished goods 176 228
Total inventories, net $ 1,571 $ 1,440
Other Current Assets
The details of the other current assets were as follows:
(Dollars in millions) July 3,
Vendor receivables $ 123 $ 121
Other current assets 289 242
Property, Equipment and Leasehold Improvements, net
The components of property, equipment and leasehold improvements, net were as follows:
(Dollars in millions) Useful Life in Years July 3,
Land and land improvements $ 22 $ 18
Buildings and leasehold improvements Up to 30
Construction in progress 421 333
Gross property, equipment and leasehold improvements 10,676 10,330
Less: accumulated depreciation and amortization ( 8,642 ) ( 8,673 )
Property, equipment and leasehold improvements, net $ 2,034 $ 1,657
Depreciation expense, which includes amortization of leasehold improvements, was $ 268 million, $ 251 million and $ 264 million for fiscal years 2026, 2025 and 2024, respectively. 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 2026, 2025 and 2024, the Company s capitalized interest was immaterial .
The details of the accrued expenses were as follows:
(Dollars in millions) July 3,
Dividends payable $ 168 $ 153
Other accrued expenses 576 479
Other Non-Current Liabilities
The details of the other non-current liabilities were as follows:
(Dollars in millions) July 3,
Deferred contract liabilities $ 188 $ 211
Non-current income tax payable 436 1
Non-current lease liabilities 293 317
Other accrued expenses 256 227
Supplier Financing Arrangements
The Company facilitates the opportunity for suppliers to participate in a voluntary supply chain financing ("SCF") program with third-party financial institutions. This SCF program does not result in changes to the Company's contractual payment terms with the suppliers regardless of program participation. At the suppliers' election, they can receive payment of the Company's obligations prior to the scheduled due dates, at a discount price to the third-party financial institution. The Company does not determine the terms or conditions of the arrangement between suppliers and the third-party financial institution. Participating suppliers are paid directly by the third-party financial institution and the Company pays the third-party financial institution the stated amount of confirmed invoices from its designated suppliers at the original invoice amount on the agreed due dates. The Company has not pledged any assets or provided other guarantees under its SCF program.
All outstanding amounts related to suppliers participating in the SCF Program are recorded within Accounts payable in the Company's Consolidated Balance Sheets and the associated payments are included in Net cash provided by operating activities on its Consolidated Statements of Cash Flows.
The details of the outstanding supplier financing obligation were as follows:
For the Fiscal Year Ended
(Dollars in millions) July 3,
Outstanding at the beginning of the period $ 20 $ 50
Added to the program during the period 1,817 1,344
Settled during the period ( 1,437 ) ( 1,374 )
Outstanding at the end of the period $ 400 $ 20
Accumulated Other Comprehensive Income (Loss) ( AOCI )
The components of AOCI, net of tax, were as follows:
(Dollars in millions) Unrealized Gains/(Losses) on Derivative Instruments Unrealized Gains/(Losses) on Post-Retirement Plans Foreign Currency Translation Adjustments Total
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
Other comprehensive income before reclassifications 3 5 8
Amounts reclassified from AOCI
Other comprehensive income 3 5 8
Balance at July 3, 2026
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
Seagate Technology Holdings plc ( STX ) and its subsidiaries (collectively, unless the context otherwise indicates, the Company ) is a leading provider of mass-capacity data storage, accelerating the world s ability to harness the full value of data. It The Company designs and manufactures hard disk drives ( HDDs ), a foundational technology for delivering energy-efficient, mass-capacity storage with favorable storage economics that underpins modern digital infrastructure, along with storage systems and related solutions serving two principal end markets: Data Center and Edge / Internet of Things ( Edge IoT ). Data Center serves cloud and enterprise environments that rely on scalable, high-capacity storage infrastructure to support AI-enabled computing, business-critical applications and other data-intensive workloads. Edge IoT supports industrial and consumer oriented consumer-oriented environments where data is increasingly processed and stored closer to where it is created.
1 unchanged paragraph
The Company operates and reports financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. Accordingly, fiscal year 2026 comprised of 53 weeks and ended on July 3, 2026. Fiscal years 2025 and 2024 comprised of 52 weeks and ended on June 27, 2025 and June 28, 2024, respectively. All references to years in these Notes to Consolidated Financial Statements represent fiscal years unless otherwise noted. Fiscal year 2032 will be comprised of 53 weeks and will end on July 2, 2032.
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 July 3, 2026 are included in its Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission ( SEC ) on August 4, 2026. The Company believes that the disclosures included in these unaudited Condensed Consolidated Financial Statements, when read in conjunction with its Consolidated Financial Statements as of July 3, 2026, and the notes thereto, are adequate to make the information presented not misleading. The results of operations for the three months ended October 2, 2026 are not necessarily indicative of the results to be expected for any subsequent interim period or for the Company s fiscal year ending July 2 , 2027.
The Company operates and reports financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. In fiscal years with 53 weeks, the first quarter consists of 14 weeks and the remaining quarters consist of 13 weeks each. The three months ended October 2, 2026 consisted of 13 weeks and the three months ended October 3, 2025 consisted of 14 weeks. Fiscal years 2027 and 2026 comprise 52 and 53 weeks and end on July 2 , 2027 and July 3, 2026, respectively. The fiscal quarters ended October 2, 2026, July 3, 2026 and October 3, 2025, are also referred to herein as the September 2026 quarter , the June 2026 quarter and the September 2025 quarter , respectively.
1 unchanged paragraph
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.
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 and Comprehensive Income. 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 and Comprehensive Income.
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 July 3, 2026, 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 and Comprehensive Income.
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 $ 20 million, $ 21 million and $ 18 million in fiscal years 2026, 2025 and 2024, 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 and Comprehensive Income.
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 and Comprehensive Income.
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 and Comprehensive Income.
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 assets, 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 2026, approximately $ 112 million, $ 37 million and $ 14 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 and Comprehensive Income. Capital-related incentives reduced gross property, plant and equipment by $ 29 million as of July 3, 2026 and the reduction to depreciation expense was not material. As of July 3, 2026, the grant receivables of $ 113 million and $ 13 million were reflected within Other current assets and Other assets, net i n the Company's Consolidated Balance Sheets.
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 and Comprehensive Income. 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 and Comprehensive Income.
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. As of July 3, 2026, three customers accounted for 18 %, 16 % and 10 %, respectively, of the Company s accounts receivable. As of June 27, 2025, one customer accounted for 18 % of the Company s accounts receivable.
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.
Manufacturing Concentration. The Company manufactures certain critical components at a limited number of facilities. A significant disruption at these facilities, including disruption from natural disasters, geopolitical events or other circumstances, could interrupt production and adversely affect the Company s ability to meet customer demand. Alternative production capacity may not be available or capable of being qualified within a reasonable period.
Recently Adopted Accounting Pronouncements
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 adopted the disclosure requirement for its annual reporting in fiscal year 2026 on a prospective basis. Refer to Note 5. Income Taxes .
In November 2024, the FASB issued ASU 2024-04 (ASC Subtopic 470-20), Induced Conversions of Convertible Debt Instruments. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company adopted the guidance on a prospective basis in fiscal year 2026 and applied the amendments in the ASU to the exchanges of the 2028 Notes. Refer to Note 4. Debt .
There have been no material changes to the Company s significant accounting policies disclosed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies of Financial Statements and Supplementary Data contained in Part II, Item 8. of the Company s Annual Report on Form 10-K for the fiscal year ended July 3, 2026, as filed with the SEC on August 4, 2026.
2 unchanged paragraphs
In December 2025, the FASB issued ASU 2025-10 (ASC Topic 832), Government Grants - Accounting for Government Grants Received by Business Entities. The Company is required to disclose, in the notes to the financial statements, specified information about government grants. The Company is required to adopt this guidance for its annual reporting in fiscal year 2029, 2030, and for interim period reporting beginning the first quarter of fiscal year 2029 2030 on either a modified prospective, modified retrospective or retrospective basis. Early adoption is permitted. This standard is not expected to have a material impact on the Company s disclosures or its Consolidated Financial Statements.
Note 3: Debt 26 changes
The following table provides details of the Company s debt as of October 2, 2026 and July 3, 2026: and June 27, 2025:
(Dollars in millions) October 2, 2026 July 3, 2026
21 unchanged paragraphs
Less: unamortized debt issuance costs ( 26 21 ) ( 32 26 )
Debt, net of debt issuance costs 2,351 3,565 4,995
1 unchanged paragraph
Long-term debt, less current portion $ 3,380 2,351 $ 4,995 3,380
(1 ) Notes are issued by Seagate HDD Cayman ( Seagate HDD ), and the obligations under these notes were fully and unconditionally guaranteed, on a senior unsecured basis, by Seagate Technology Unlimited Company ( STUC ) and Seagate Technology Holdings plc ( STH PLC ). Supplemental indentures for each series of Old Notes (as defined below) became operative on June 30, 2025 and gave effect to certain amendments which, among other things, released STUC and STH PLC from their respective guarantee obligations with respect to each series of Old Notes.
5 unchanged paragraphs
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 fiscal year 2026.
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.
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 is $ 107.746 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 Consolidated Balance Sheets.
In fiscal year 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 loss of $ 29 million, which was included in the Net loss from debt transactions in the Company s Consolidated Statements of Operations and Comprehensive Income 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 and Comprehensive Income 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 and Comprehensive Income in fiscal year 2024.
On November 12, 2025, the Company completed separate, privately negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $ 500 million total principal amount for consideration of $ 500 million cash and approximately 4.3 million shares of the Company s common stock. On February 19, 2026, the Company completed separate, privately negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $ 600 million total principal amount for consideration of $ 600 million cash and approximately 6 million shares of the Company s common stock. On May 27, 2026, the Company completed separate, privately negotiated exchange agreements with certain holders of the 2028 Notes and exchanged $ 186 million total principal amount for consideration of $ 186 million cash and approximately 2 million shares of the Company s common stock. The Company accounted for these exchange transactions as induced conversion transactions pursuant to the adoption of ASU 2024-04 and recognized a non-cash induced conversion expense of $ 131 million within Net loss from debt transactions in the Company s Consolidated Statements of Operations and Comprehensive Income in fiscal year 2026, with a corresponding increase to Additional Paid-in Capital. There was no corresponding change to the $ 1.5 billion notional value of the capped call transactions.
Seagate HDD may redeem the 2028 Notes at its option 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), 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 redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (a Provisional Redemption ).
On June 11, 2026, the Company issued a Notice of Full Provisional Redemption to holders of the 2028 Notes. On September 8, 2026, all then-outstanding Notes that are called for Redemption and which have not been submitted for exchange will be redeemed for cash at a price equal to the principal amount plus accrued and unpaid interest. Holders of any 2028 Notes (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 September 8, 2026. 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 until the redemption price is paid.
Upon exchange of any Redemption Called Notes, Seagate HDD will pay cash up to the aggregate principal amount of 2028 Notes to be exchanged and will cause to be delivered ordinary shares of the Company in respect of any remainder of the exchange obligation in excess of such principal amount. The exchange rate for the 2028 Notes as of July 3, 2026 is 12.1368 ordinary shares per $1,000 principal amount of 2028 Notes, which is equivalent to an exchange price of $ 82.39 per share as of July 3, 2026. The exchange rate was adjusted from 12.1363 ordinary shares per $1,000 principal amount of 2028 Notes on June 24, 2026, and is subject to further adjustment pursuant to the terms of the indenture.
For the fiscal years ended July 3, 2026 and June 27, 2025, the effective interest rate for the 2028 Notes was 3.94 %, with contractual interest expense of $ 34 million and $ 52 million, respectively, and immaterial amortization of debt issuance costs.
In June 2026, holders of $ 35 million aggregate principal amount of the 3.50 % Exchangeable Senior Notes due 2028 (the 2028 Notes ) exercised their exchange right in accordance with the terms of the indenture. In settlement, during the three months ended October 2, 2026, the Company paid $ 35 million principal amount in cash and delivered approximately 0.4 million shares of the Company s common stock in respect of the exchange obligation in excess of the principal amount.
In May On September 8, 2026, holders of $ 28 million aggregate the Company exchanged the remaining outstanding principal amount of the 2028 Notes exercised their exchange right in accordance with the terms of the indenture. In settlement, the Company paid for approximately $ 28 151 million principal amount in cash and delivered approximately 0.3 1.6 million shares of the Company s common stock. in respect of the exchange obligation in excess of the principal amount. The These exchanges were effected strictly under the original terms of the indenture, with no amendment to the exchange terms and no incremental consideration or inducement offered to holders, and therefore they were accounted for as conversions under ASC 470-20-40-4. Accordingly, no gain or loss was recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income. The net carrying amount of the exchanged Notes, including allocated unamortized debt issuance costs, was reduced by the cash paid, and the remainder was recorded in Additional Paid-in Capital. In June 2026, holders of approximately $ 35 million aggregate principal amount of the No 2028 Notes exercised their exchange rights pursuant to the terms of the indenture. Upon settlement, the Company will pay the principal amount of the exchanged notes in cash and deliver shares of its common stock in respect of the exchange value in excess remained outstanding as of the principal amount. The exchanges are expected to be settled in August October 2, 2026. following completion of the applicable observation period under the indenture.
There was no corresponding change to the $ 1.5 billion notional value of the capped call transactions as of October 2, 2026. The current cap price of the capped call transactions is $ 107.741 per share.
On July 15, 2026, the entire outstanding principal amounts of the Old December 2029 Notes, the New December 2029 Notes, the Old 8.50 % July 2031 Notes and the New 8.50 % July 2031 Notes totaling $ 1 billion principal amount were redeemed. The Company expects to record recorded a net loss of approximately $ 45 44 million within Net loss from debt transactions in the first quarter Company s Condensed Consolidated Statements of fiscal year 2027. Operations and Comprehensive Income.
During fiscal year the September 2026 quarter, $ 89 21 million principal amount of the New June 2029 Notes $ 2 million principal amount of the New July 2029 Notes, $ 36 million principal amount of the New January 2031 Notes and $ 1 13 million principal amount of the Old New January 2031 Notes were repurchased for cash at a discount to their principal amount, plus accrued and unpaid interest. The Company recorded an immaterial net gain on these repurchases during fiscal year 2026, which was included in Net loss from debt transactions in the Company s Condensed Consolidated Statements of Operations and Comprehensive Income.
Subsequent to the Company s Condensed Consolidated Balance Sheet date, on October 15, 2026, the entire outstanding principal amounts of the Old 2032 Notes and the New 2032 Notes (the 2032 Notes ) totaling $ 750 million were redeemed. The Company expects to record a net loss of approximately $ 81 million in the second quarter of fiscal year 2027.
On January 30, 2025, the Company and its subsidiary Seagate HDD Cayman (the Borrower ), the Bank of Nova Scotia, as administrative agent, and the lenders thereto entered into a Credit Agreement (the Credit Agreement ) which provides for a $ 1.3 billion senior unsecured revolving credit facility ( Revolving Credit Facility ), the term of which is through January 30, 2030. The Revolving Credit Facility is available for cash borrowings, subject to compliance with certain covenants and other customary conditions to borrowing. An aggregate amount of up to $ 150 million of the facility shall also be available for the issuance of letters of credit, and an aggregate amount of up to $ 50 million of the facility shall also be available for swing line loans. On July 3, As of October 2, 2026, no borrowings were outstanding under the Credit Agreement.
The loans made under the 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 Credit Agreement are guaranteed by the Company and certain material subsidiaries of the Company.
2 unchanged paragraphs
At July 3, October 2, 2026, future principal payments on long-term debt were as follows (in millions):
Note 4: Income Taxes 80 changes
Income before income taxes consisted of the following:
(Dollars in millions) July 3,
Non-U.S. 3,374 1,280 196
The provision for income taxes consisted of the following:
(Dollars in millions) July 3,
Current income tax expense:
Total Current 543 48 32
Deferred income tax expense:
Total Deferred ( 37 ) ( 4 ) 78
Provision for income taxes $ 506 $ 44 $ 110
The significant components of the Company s deferred tax assets and liabilities were as follows:
(Dollars in millions) July 3,
Accrued warranty $ 44 $ 32
Inventory carrying value adjustments 30 37
Receivable allowances 6 15
Accrued compensation and benefits 72 66
Capitalized research expenses 230 110
Restructuring accruals 2
Lease liabilities 62 64
Other accruals and deferred items 32 10
Net operating losses 297 477
Tax credit carryforwards 609 598
Capital loss carryforwards 68 72
Gross: Deferred tax assets 1,505 1,540
Less: Valuation allowance ( 337 ) ( 423 )
Net: Deferred tax assets 1,168 1,117
Deferred tax liabilities
Unremitted earnings of certain non-U.S. entities ( 7 ) ( 5 )
Right-of-use assets ( 55 ) ( 59 )
Net: Deferred tax liabilities ( 80 ) ( 64 )
Total net deferred tax assets $ 1,088 $ 1,053
At July 3, 2026, 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 $ 86 million in fiscal year 2026, primarily due to releases in valuation allowance associated with the enactment of the One Big Beautiful Bill Act and changes in tax attributes associated with an internal reorganization that were fully offset by a valuation allowance.
At July 3, 2026, the Company had U.S. tax net operating losses of approximately $ 2.3 billion, expiring from fiscal year 2027 to fiscal year 2045, and credit carryforwards of approximately $ 735 million, of which $ 135 million have no expiration date and the rest expire from fiscal year 2027 through fiscal year 2046. At July 3, 2026, the Company had non-U.S. tax net operating loss carryforwards of approximately $ 117 million, all of which are indefinite lived. As of July 3, 2026, 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 July 3, 2026, approximately $ 98 million and $ 38 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. The following table presents a reconciliation to our effective tax rate pursuant to the prospective adoption of ASU 2023-09 for the fiscal year ended July 3, 2026:
(Dollars in millions) July 3, 2026
Provision (benefit) at Singapore federal statutory rate $ 627 17.00 %
Foreign Tax Effects:
Changes in valuation allowances ( 42 ) ( 1.14 ) %
Share-based Compensation ( 55 ) ( 1.49 ) %
Other foreign jurisdictions 21 0.57 %
Changes in Valuation Allowance ( 44 ) ( 1.19 ) %
Nontaxable or nondeductible items
Interest Expense 39 1.06 %
Changes in unrecognized tax benefits 47 1.27 %
Effect of Rates different than statutory ( 591 ) ( 16.02 ) %
Internal Re-organization 48 1.30 %
Qualified Domestic Minimum Top-up Tax 422 11.44 %
Effective Tax Rate $ 506 13.73 %
The following table presents a reconciliation between the provision for income taxes at the statutory rate and the effective tax rate for the fiscal years ended June 27, 2025 and June 28, 2024:
(Dollars in millions) June 27,
Provision at statutory rate $ 257 $ 76
Permanent differences 4 5
Valuation allowance ( 18 ) 47
Effect of rates different than statutory ( 190 ) ( 2 )
Research credit ( 6 ) ( 9 )
Capital loss carryforward ( 2 ) ( 11 )
Other individually immaterial items ( 1 ) 4
Provision for income taxes $ 44 $ 110
The following table summarizes the cash paid for income taxes for the period indicated:
(Dollars in millions) July 3, 2026
Total Cash Paid for Income Taxes (Net of Refunds) $ 40
On July 4, 2025, the One Big Beautiful Bill Act ( OBBBA ) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others implemented through fiscal year 2028.
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 2034. Certain tax incentives may be extended if specific conditions are met. The net impact of these tax incentive programs, after factoring in offsetting qualified domestic minimum top-up tax, resulted in an increase to the Company s net income by approximately $ 197 million in fiscal year 2026 ($ 0.86 per share, diluted), an increase to the Company's net income by approximately $ 285 million in fiscal year 2025 ($ 1.32 per share, diluted) and an increase to the Company s net income by approximately $ 40 million in fiscal year 2024 ($ 0.19 per share, diluted).
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 July 3, 2026 and June 27, 2025, the Company had approximately $ 155 million and $ 107 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) July 3,
Balance of unrecognized tax benefits at the beginning of the year $ 107 $ 112 $ 116
Gross increase for tax positions of prior years 2 3
Gross decrease for tax positions of prior years ( 17 ) ( 12 )
Gross increase for tax positions of current year 48 11 5
Lapse of statutes of limitation ( 1 )
Balance of unrecognized tax benefits at the end of the year $ 155 $ 107 $ 112
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 and Comprehensive Income. Interest and penalties recorded on these tax positions were not material to any periods presented in the Consolidated Statements of Operations and Comprehensive Income. As of July 3, 2026, accrued interest and penalties related to unrecognized tax benefits did not materially change compared to fiscal year 2025.
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 2022 and prior to fiscal year 2016 for non-U.S. income tax returns.
The Company recorded an income tax provision of $ 221 million for the three months ended October 2, 2026. The income tax provision for the three months ended October 2, 2026 includes total discrete tax benefit of approximately $ 83 million, primarily related to net excess tax benefits related to share-based compensation expense. The Company s income tax provision for the three months ended October 2, 2026 differed from the provision for income taxes that would be derived by applying the Singaporean statutory rate of 17 % to income before income taxes, primarily due to the net effect of tax benefits related to earnings generated in jurisdictions that are subject to tax incentive programs, offset by the effects of Pillar Two global minimum tax.
As of October 2, 2026, the Company s unrecognized tax benefit excluding interest and penalties is approximately $ 156 million, substantially all of which would impact the effective tax rate, if recognized, subject to certain future valuation allowance reversals. The balance did not change materially during the three months ended October 2, 2026. The Company is not expecting material changes to its unrecognized tax benefits in the next twelve months.
The Company recorded an income tax provision of $ 65 million for the three months ended October 3, 2025. The income tax provision for the three months ended October 3, 2025 includes total discrete tax benefit of approximately $ 38 million, primarily related to the release of certain valuation allowances in connection with the enactment of the One Big Beautiful Bill Act in July 2025, as well as net excess tax benefits related to share-based compensation expense. The Company s income tax provision for the three months ended October 3, 2025 differed from the provision for income taxes that would be derived by applying the Singaporean statutory rate of 17 % to income before income taxes, primarily due to the net effect of tax benefits related to earnings generated in jurisdictions that are subject to tax incentive programs, offset by the effects of Pillar Two global minimum tax.
Note 5: Fair Value 21 changes
10 unchanged paragraphs
July 3, 2026 June 27, 2025
October 2, 2026 July 3, 2026
3 unchanged paragraphs
Time deposits Cash and cash equivalents 26 26
As of July 3, 2026 and June 27, 2025, 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. The Company determined no impairment related to credit losses for available-for-sale investments for fiscal year 2026. 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 and Comprehensive Income.
The fair value and amortized cost of the Company s available-for-sale investments as of July 3, 2026 and June 27, 2025 was immaterial .
Items Measured at Fair Value on a Non-Recurring Basis
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 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 a net gain of $ 14 million for fiscal year 2026, primarily due to the sale of an investment. The Company recorded a net loss of $ 39 million f or fiscal year 2025, related to downward adjustments to write down the carrying amount of certain investments to their fair value. As of July 3, 2026 and June 27, 2025, the carrying value of the Company s strategic investments under the measurement alternative was $ 19 million and $ 26 million, respectively.
Money market funds Cash and cash equivalents $ 474 366 $ $ $ 474 366 $ 226 474 $ $ $ 226 474
Total cash equivalents 366 366 474 474 226 26 252
Derivative assets Other current assets 1 1 1 1
Total assets $ 474 366 $ 1 $ $ 475 366 $ 226 474 $ 27 1 $ $ 253 475
As of October 2, 2026 and July 3, 2026, and June 27, 2025, the Company s Other current assets included $1 $ 112 million and $2 $ 1 million, respectively, of restricted cash equivalents held as collateral at banks for various performance obligations.
2 unchanged paragraphs
July 3, 2026 June 27, 2025
October 2, 2026 July 3, 2026
22 unchanged paragraphs
Less: unamortized debt issuance costs ( 26 21 ) ( 32 26 )
Debt, net of debt issuance costs $ 3,565 2,351 $ 5,511 2,368 $ 4,995 3,565 $ 6,318 5,511
Less: current portion of long-term debt, net of debt issuance costs ( 185 )
Long-term debt, less current portion, net of debt issuance costs $ 3,380 2,351 $ 5,511 2,368 $ 4,995 3,380 $ 6,318 5,511
For the balance of the Company s financial instruments, primarily accounts receivable, accounts payable and financial liabilities included within accrued expenses, the carrying value approximates fair value due to their short-term nature. If measured at fair value in the Condensed Consolidated Balance Sheets, these other financial instruments would be classified in Level 2 or Level 3 of the fair value hierarchy.
The Company s non-financial assets, such as goodwill and property, plant and equipment, are recorded at cost. Fair value adjustments are made to these non-financial assets in the period an impairment charge is recognized. 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 and Comprehensive Income 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 8: Revenue 22 changes
1 unchanged paragraph
(Dollars in millions) July 3,
OEMs $ 9,819 $ 7,282 $ 4,896
Distributors 1,638 1,060 972
Retailers 738 755 683
Total $ 12,195 $ 9,097 $ 6,551
Revenue from external customers (1) :
United States $ 6,146 $ 4,410 $ 2,308
Singapore 4,880 3,759 3,429
The Netherlands 1,165 924 802
Total $ 12,195 $ 9,097 $ 6,551
In fiscal year 2026, one customer accounted for approximately 14% of consolidated revenue. In fiscal year 2025, one customer accounted for approximately 10% of consolidated revenue. In fiscal year 2024, no customers accounted for more than 10% of consolidated revenue.
For the Three Months Ended
(Dollars in millions) October 2, 2026 October 3, 2025
OEMs $ 3,414 $ 2,180
Distributors 626 279
Total $ 4,233 $ 2,629
Revenue by Country (1) :
Singapore 1,971 1,038
United States 1,793 1,380
The Netherlands 469 211
Total $ 4,233 $ 2,629
(1) Revenue is attributed to countries based on bill from locations. location.
Note 9: Guarantees 16 changes
Indemnifications of Officers and Directors
The Company has entered into indemnification agreements with its directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and officers in certain circumstances.
The nature of these indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay on behalf of its officers and directors. Historically, the Company has not made any significant indemnification payments under such indemnification agreements and no amount has been accrued in the Company s Consolidated Financial Statements with respect to these indemnification obligations.
Indemnification Obligations
The Company from time to time enters into agreements with customers, suppliers, partners and others in the ordinary course of business that provide indemnification for certain matters including, but not limited to, intellectual property infringement claims, environmental claims and breach of agreement claims. The nature of the Company s indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the Company s Consolidated Financial Statements with respect to these indemnification obligations.
1 unchanged paragraph
Changes in the Company s product warranty liability during the fiscal years ended July 3, 2026 and June 27, 2025 were as follows:
(Dollars in millions) July 3,
Warranties issued 114 68
The Company estimates probable product warranty costs at the time revenue is recognized. The Company generally provides warranty on its products for a period of 1 to 5 years. The Company uses estimated repair or replacement costs and uses statistical modeling to estimate product warranty return rates in order to determine its warranty obligation. Changes in the Company s product warranty liability during the three months ended October 2, 2026 and October 3, 2025 were as follows:
For the Three Months Ended
(Dollars in millions) October 2, 2026 October 3, 2025
Balance, beginning of period $ 137 198 $ 149 137
Warranties issued 36 22
Repairs and replacements ( 64 17 ) ( 88 18 )
Changes in liability for pre-existing warranties, including expirations 11 8 1 5
Balance, end of period $ 198 218 $ 137 146
Note 10: Earnings Per Share 14 changes
Basic earnings per share is computed by dividing income available to shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing income available to shareholders by the weighted-average number of shares outstanding during the period and the number of additional shares that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding options, unvested restricted share units and performance-based share units and shares to be purchased under the Employee Stock Purchase Plan using the treasury stock method, as well as shares issuable in connection with the Company s exchangeable senior notes using the if-converted method.
Under the treasury stock method, the dilutive effect of potentially dilutive securities is reflected in diluted net earnings per share and an increase in fair market value of the Company s share price can result in a greater dilutive effect from potentially dilutive securities. Under the if-converted method, diluted earnings per share is calculated assuming that the excess value above the principal of the exchangeable notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share.
1 unchanged paragraph
Net income $ 3,184 $ 1,469 $ 335
For the Three Months Ended
(In millions, except per share data) July October 2, 2026 October 3, 2025
Net income $ 1,761 $ 549
1 unchanged paragraph
Total shares for purposes of calculating basic net income per share 219 212 209 228 213
1 unchanged paragraph
Employee equity award plans 4 2 2
2028 Notes if-converted shares 6 3 1
Employee equity award plans and 2028 Notes if-converted shares 4 13
Total shares for purposes of calculating diluted net income per share 229 217 212 232 226
1 unchanged paragraph
Basic $ 14.54 $ 6.93 $ 1.60
Diluted 13.90 6.77 1.58
All potentially dilutive securities that could have an anti-dilutive effect on the calculation of the earnings per share have been excluded for the periods presented. The capped call transactions related to the 2028 Notes if-converted shares were excluded from the calculation of dilutive earnings per share as their effect would have been anti-dilutive. Other than the capped call, the weighted average anti-dilutive shares that were excluded from the computation of diluted net income per share were not material for the fiscal years three months ended July 3, October 2, 2026 June 27, 2025 and June 28, 2024 . October 3, 2025.
Note 11: Legal, Environmental and Other Contingencies 11 changes
1 unchanged paragraph
Lambeth Magnetic Structures LLC v. Seagate Technology (US) Holdings, Inc., et al. On April 29, 2016, Lambeth Magnetic Structures LLC filed a complaint against Seagate Technology (US) Holdings, Inc. and Seagate Technology LLC in the U.S. District Court for the Western District of Pennsylvania, alleging infringement of U.S. Patent No. 7,128,988, seeking damages as well as additional relief. The district court entered judgment in favor of Seagate on April 19, 2022. On September 17, 2025, the Court of Appeals for the Federal Circuit vacated the District Court s judgment and remanded for a new trial. on infringement and enablement. The District Court subsequently granted Seagate s motion to stay the case pending an ex parte reexamination of the patent. The Company believes the asserted claims are without merit and intends to vigorously defend this case.
1 unchanged paragraph
734.9 of the U.S. Export Administration Regulations ( EAR ), including one audit by an unaffiliated third-party consultant chosen by Seagate with expertise in U.S. export control laws and two internal audits.
In re Seagate Technology Holdings plc Securities Litigation. On July 10, 2023 and July 26, 2023, two securities class action lawsuits were filed in the U.S. District Court for the Northern District of California against Seagate Technology Holdings plc, Dr. William D. Mosley, and Gianluca Romano. The cases were consolidated on September 25, 2023. On September 12, 2024, the plaintiffs filed the currently operative complaint, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and a class period between September 14, 2020 and April 19, 2023, inclusive. On April 3, 2026, the parties agreed to a settlement in principle to resolve the matter for a total amount of $175 $ 175 million, approximately $70 $ 70 million of which will be paid by the Company s insurers. The parties have since executed a stipulation of settlement. The Company recorded a charge of $ 105 million during fiscal year 2026, which was included in Legal settlement in its Consolidated Statements of Operations and Comprehensive Income. On July 7, 2026, the court granted preliminary approval of the settlement, and a final approval hearing will be held on November 17, 2026. During the three months ended October 2, 2026, the Company transferred $ 105 million to an escrow account in connection with the settlement, and the amount was included in restricted cash in Other current assets on the Company s Condensed Consolidated Balance Sheets as of October 2, 2026.
Godo Kaisha IP Bridge 1 v. Seagate Technology LLC, Seagate Technology (US) Holding, Inc., Seagate Technology (Thailand) Limited, Seagate Singapore International Headquarters Ltd., Seagate Technology (Netherlands) B.V. On March 15, 2024, a patent infringement action was filed by Godo Kaisha IP Bridge 1 ( IP Bridge ) against Seagate in U.S. District Court for the District of Delaware. The case was subsequently transferred to the District Court of Minnesota on September 4, 2024. There are eight patents-in-suit. The Company believes the asserted claims are without merit and intends to vigorously defend this case.
On April 18, 2023, the Company s subsidiaries Seagate Technology LLC and Seagate Singapore International Headquarters Pte. Ltd (collectively, Seagate ), entered into a settlement agreement (the Settlement Agreement ) with the U.S. Department of Commerce s Bureau of Industry and Security ( BIS ) that resolves BIS allegations regarding Seagate s sales of hard disk drives to Huawei between August 17, 2020 and September 29, 2021. Under the terms of the Settlement Agreement, Seagate has agreed to pay $ 300 million to BIS in quarterly installments of $ 15 million over the course of five years beginning October 31, 2023. Seagate has also agreed to complete three audits of its compliance with the license requirements of Section 734.9 of the U.S. Export Administration Regulations ( EAR ), including one audit by an unaffiliated third-party consultant chosen by Seagate with expertise in U.S. export control laws and two internal audits.
The Company accrued a charge of $ 300 million during fiscal year 2023, of which $ 45 million and $ 75 60 million were included in Accrued expenses and Other non-current liabilities, respectively, on the Condensed Consolidated Balance Sheets as of July 3, October 2, 2026. For fiscal year the three months ended October 2, 2026, $ 75 15 million was paid and reported as an outflow from operating activities in its Condensed Consolidated Statements of Cash Flows.
1 unchanged paragraph
The Company s operations are subject to U.S. and foreign laws and regulations relating to the protection of the environment, including those governing discharges of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Some of the Company s operations require environmental permits and controls to prevent and reduce air and water pollution, and these permits are subject to modification, renewal and revocation by issuing authorities.
Some environmental laws, such as the Comprehensive Environmental Response Compensation and Liability Act of 1980 (as amended, the Superfund law) and its state equivalents, can impose liability for the cost of cleanup of contaminated sites upon any of the current or former site owners or operators or upon parties who sent waste to these sites, regardless of whether the owner or operator owned the site at the time of the release of hazardous substances or the lawfulness of the original disposal activity. The Company has been identified as a responsible or potentially responsible party at several sites. At each of these sites, the Company has an assigned portion of the financial liability based on the type and amount of hazardous substances disposed of by each party at the site and the number of financially viable parties. The Company has fulfilled its responsibilities at some of these sites and remains involved in only a few at this time.
While the Company s ultimate costs in connection with these sites is difficult to predict with complete accuracy, based on its current estimates of cleanup costs and its expected allocation of these costs, the Company does not expect costs in connection with these sites to be material.
The Company may be subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products. For example, the European Union ( EU ) enacted the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (2011/65/EU), which prohibits the use of certain substances, including lead, in certain products, including disk drives and server storage products, put on the market after July 1, 2006. Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, Taiwan, China, Japan and others. The EU REACH Directive (Registration, Evaluation, Authorization, and Restriction of Chemicals, EC 1907/2006) also restricts substances of very high concern in products. If the Company or its suppliers fail to comply with the substance restrictions, recycle content requirements or other environmental requirements as they are enacted worldwide, it could have a materially adverse effect on the Company s business.
The Company's operations are subject to U.S. and foreign environmental laws and regulations, including those governing air and water discharges, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites, and the use of certain substances in electronic products. Failure by the Company or its suppliers to comply with applicable environmental requirements could have a material adverse effect on the Company's business. In addition, while the Company has been identified as a responsible or potentially responsible party at several contaminated sites, based on current estimates the Company does not expect its costs related to these sites to be material.
1 unchanged paragraph
Note 12: Commitments 2 changes
Unconditional Long-Term Capital Expenditures . As of July 3, 2026, the Company had unconditional long-term commitments of approximately $ 90 million, primarily related to purchases of equipment. The Company expects capital expenditures of $ 55 million in fiscal year 2028 and $ 35 million for fiscal years 2029 and thereafter.
Unconditional Long-Term Purchase Obligations. As of July 3, October 2, 2026, the Company had unconditional long-term purchase obligations of approximately $ 547 714 million, primarily related to purchases of inventory components. The Company expects the commitment to total $ 507 513 million, $ 23 184 million, $ 13 million, $ 2 million and $2 million for fiscal years 2028, 2029, 2030, 2031 and thereafter respectively. In addition, the Company also had certain long-term market share based inventory purchase commitments as of July 3, October 2, 2026.
MD&A 183 changes
The following is a discussion of the Company s financial condition, changes in financial condition and results of operations for the fiscal years ended July 3, 2026 and June 27, 2025. Discussions of year-to-year comparisons between fiscal years 2025 and 2024 are not included in this Annual Report on Form 10-K and can be found in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 27, 2025, which was filed with the SEC on August 1, 2025.
You should read this discussion in conjunction with Item 8. Financial Statements and Supplementary Data included elsewhere in this Annual Report on Form 10-K. Except as noted, references to any fiscal year mean the twelve-month period ending on the Friday closest to June 30 of that year. Accordingly, fiscal year 2026 comprised of 53 weeks and ended on July 3, 2026. Fiscal year 2025 comprised of 52 weeks and ended on June 27, 2025. Fiscal year 2032 will be comprised of 53 weeks and will end on July 2, 2032.
The following is a discussion of the Company s financial condition, changes in financial condition and results of operations for the fiscal quarters ended October 2, 2026, July 3, 2026 and October 3, 2025, referred to herein as the September 2026 quarter , the June 2026 quarter and the September 2025 quarter , respectively. We operate and report financial results on a fiscal year of 52 or 53 weeks ending on the Friday closest to June 30. The September 2026 quarter and June 2026 quarter were each 13 weeks, while the September 2025 quarter was 14 weeks.
You should read this discussion in conjunction with financial information and related notes included in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended July 3, 2026. Unless the context indicates otherwise, as used herein, the terms we, us, Seagate, the Company and our refer collectively to Seagate Technology Holdings plc, an Irish public limited company, and its subsidiaries. References to $ or dollars are to United States dollars.
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. These statements include, among other things, statements about our plans, programs, strategies and prospects; anticipated shifts in technology and storage industry trends, and anticipated demand for and performance of new storage product introductions; expectations regarding market demand for our products and technologies and our ability to optimize our level of production and meet market and industry expectations and the effects of these future trends on our performance; our ability to successfully integrate acquisitions with our existing business; financial outlook for future periods; expectations regarding our ability to service debt, meet debt and credit agreement covenants and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the Settlement Agreement with BIS; the impact of macroeconomic headwinds and customer inventory adjustments on our business and operations; uncertainty related to tariffs, trade restrictions or evolving global trade policy; our cost saving plans, including our ability to execute such plans, the projected savings under such plans and the assumptions on which the plans and projected savings are based; expectations regarding our business strategy and performance; the sufficiency of our sources of cash to meet cash needs for the next 12 months; and our expectations regarding capital expenditures and dividend issuance plans. Forward-looking statements generally can be identified by words such as expects, intends, plans, anticipates, believes, estimates, predicts, projects, should, may, will, will continue, can, could, or negative of these words, variations of these words and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on information available to the Company as of the date of this Quarterly Report on Form 10-Q and are subject to known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from historical experience and our present expectations or projections. Therefore, undue reliance should not be placed on forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q. We undertake no obligation to update forward-looking statements, except as required by law.
Our Management s Discussion and Analysis of Financial Condition and Results of Operations ( MD&A ) is provided in addition to the accompanying Condensed Consolidated Financial Statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. Our MD&A is organized as follows:
Overview of Fiscal Year the September 2026 quarter. Highlights of events in fiscal year the September 2026 quarter that impacted our financial position.
Results of Operations. Analysis of our financial results comparing fiscal years the September 2026 quarter to the June 2026 quarter and the September 2025 quarter.
1 unchanged paragraph
Overview of Fiscal Year 2026
Critical Accounting Policies and Estimates. Accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.
For an overview of our business, see Part I, Item 1. Business Financial Statements Note 1. Basis of Presentation and Summary of Significant Accounting Policies Organization .
Overview of the September 2026 quarter
During fiscal year the September 2026 quarter, we shipped 789 220 exabytes of HDD storage capacity. We generated revenue of approximately $12.2 $4.2 billion with a gross margin of 46% 57.3% and net income of $3.2 $1.8 billion. Our operating cash flow was $3.7 $1.7 billion, and we paid $634 million in dividends and repurchased $176 approximately 0.5 million of our ordinary shares for $400 million, paid $211 million for the purchase of property, equipment and leasehold improvements and paid $168 million in dividends.
We reduced our outstanding principal amount of debt by $1.4 $1.2 billion, primarily through redemption and repurchase of certain Senior Notes for total consideration of $1.1 billion, as well as exchanges and redemption of our remaining 2028 Notes for total consideration of $1.3 billion $186 million cash and approximately 12.6 2 million of our ordinary shares. as well as repurchases of Senior Notes.
1 unchanged paragraph
During fiscal year In the September 2026 quarter, demand for our data storage solutions strengthened. Growth was led by data center end markets in which we experienced sustained demand for our high capacity high-capacity nearline drives across global cloud customers, as well as increasing sales for enterprise edge enterprise/OEM customer deployments. Customers continue to invest in data center infrastructure Demand continues to serve be supported by growth from both traditional data intensive workloads along with growing and AI related applications. The ongoing As AI adoption of these applications increases the volume expands, increasing volumes of data being are generated, retained and reused, which and we believe supports the value organizations derive from their data will increasingly extend beyond its initial use. These trends support demand growth for scalable, cost-efficient and reliable storage solutions over the foreseeable future.
At the same time, the macroeconomic environment remains dynamic, marked by heightened geopolitical uncertainty and evolving trade policies. These factors may impact our business and results of operations. We will continue to monitor the situation and assess plans to mitigate future risk to the business. However, we believe the structural changes that we have made to the business, including executing our pricing strategy and maintaining supply discipline, together with the long-term customer engagements we have in place, provide greater visibility into future demand trends. We believe our hard drive storage business will continue to benefit from growing demand for growth in data creation, retention and utilization supported by the increasing value organizations derive from their data.
For a further discussion of the uncertainties and business risks, see Part I, II, Item 1A. Risk Factors of our Annual this Quarterly Report on Form 10-Q.
1 unchanged paragraph
(Dollars in millions) July 3,
Revenue $ 12,195 $ 9,097
Cost of revenue 6,637 5,897
Gross profit 5,558 3,200
Product development 755 724
Marketing and administrative 577 561
Legal settlement 105
Income from operations 4,094 1,890
Other expense, net (404) (377)
Income before income taxes 3,690 1,513
Net income $ 3,184 $ 1,469
Cost of revenue 54 65
Product development 6 8
Marketing and administrative 5 6
We list in the tables below summarized information from our Condensed Consolidated Statements of Operations and Comprehensive Income by dollar amounts and as a percentage of revenue:
For the Three Months Ended
(Dollars in millions) October 2, 2026 July 3, 2026 October 3, 2025
Revenue $ 4,233 $ 3,629 $ 2,629
Cost of revenue 1,806 1,731 1,592
Gross profit 2,427 1,898 1,037
Product development 200 188 186
Marketing and administrative 159 147 144
Restructuring and other, net 27 25 4 4 13
Income from operations 2,064 1,559 694
Other expense, net (82) (54) (80)
Income before income taxes 1,982 1,505 614
Provision for income taxes 506 44 221 211 65
Net income $ 1,761 $ 1,294 $ 549
For the Three Months Ended
(As a percentage of Revenue) October 2, 2026 July 3, 2026 October 3, 2025
Revenue 100 % 100 % 100 %
Cost of revenue 43 48 61
Gross margin 57 52 39
Product development 5 5 7
Marketing and administrative 4 4 5
1 unchanged paragraph
Operating margin 34 21
Other expense, net (3) (4)
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
3 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
and 129 more changes in the filing
Market risk 21 changes
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
2 unchanged paragraphs
2 unchanged paragraphs
3 unchanged paragraphs
1 unchanged paragraph
2 unchanged paragraphs
and 21 more changes in the filing
Controls and procedures 8 changes
1 unchanged paragraph
and 8 more changes in the filing
Legal proceedings 2 changes
and 2 more changes in the filing
Risk factors 10 changes
1 unchanged paragraph
59 unchanged paragraphs
31 unchanged paragraphs
42 unchanged paragraphs
16 unchanged paragraphs
30 unchanged paragraphs
19 unchanged paragraphs
20 unchanged paragraphs
5 unchanged paragraphs
and 10 more changes in the filing
Other information 9 changes
1 unchanged paragraph
and 9 more changes in the filing
Exhibits 173 changes
2 unchanged paragraphs
2 unchanged paragraphs
3 unchanged paragraphs
7 unchanged paragraphs
1 unchanged paragraph
and 173 more changes in the filing
Unchanged: Mine safety disclosures
Only in this filing: Defaults on senior securities, Note 13: Subsequent Events, Note 2: B alance Sheet Information, Note 6: Shareholders Equity, Note 7: Business Segment, Unregistered sales of stock
Only in the earlier filing: Forward-looking statements, Business, Unresolved staff comments, Cybersecurity, Properties, Market for registrant s common equity, related stockholder matters and issuer purchases of equity securities, Note 3: Goodwill and Other Intangible Assets, Note 6: Leases, Note 8: Shareholders Equity (Deficit), Note 9: Share-Based Compensation, Note 14: Business Segment and Geographic Information, Note 16: Acquisition and Divestiture, Note 17: Subsequent Event, Changes in and disagreements with accountants on accounting and financial disclosure, Disclosure regarding foreign jurisdictions that prevent inspections, Management, Executive compensation, Principal stockholders, Related-party transactions, Principal accountant fees and services
Compared by code from the two filings' text and XBRL. Not advice.
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