STX · Seagate Technology Holdings plc · Financials

On August 18, 2022, Seagate Technology Holdings public limited company (the “Company”) and its subsidiary Seagate HDD Cayman (the “Borrower”) entered into an amendment and joinder (the “Amendment”) to the Credit Agreement, dated as of February 20, 2019, by and among the Company, the Borrower, the lenders party thereto, and The Bank of Nova Scotia, as administrative agent (as amended from time to time, the “Credit Agreement”). Pursuant to the Amendment, the Credit Agreement was amended to provide for a $600.0 million principal amount Term Loan A3, the proceeds of which may be used for general corporate purposes of the Borrower. The Term Loan A3 was borrowed in full at the closing of the Amendment. The Term Loan A3 is repayable in quarterly installments beginning on December 31, 2022 and is scheduled to mature on July 30, 2027. Once repaid or prepaid, the Term Loan A3 may not be reborrowed. The Term Loan A3 will bear interest, at the Borrower’s option, at a prime rate plus a variable margin of 0.25% to 1.5% or term SOFR plus a variable margin of 1.25% to 2.50%, in each case with such margin being determined based on the corporate credit rating of the Borrower or one of its parent entities. The Term Loan A3 is guaranteed by the same guarantors (“Guarantors”) that guarantee the Credit Agreement. The Amendment also amended the Credit Agreement to replace the LIBOR interest rate options with term SOFR based interest rate options and to permit the Borrower to increase the revolving loan commitments or obtain new term loans of up to $100.0 million in the aggregate, subject to the satisfaction of certain terms and conditions. The other material terms of the Credit Agreement remain unchanged.

Issuer evidence: On August 18, 2022, Seagate Technology Holdings public limited company (the “Company”) and its subsidiary Seagate HDD Cayman (the “Borrower”) entered into an amendment and joinder (the “Amendment”) to the Credit Agreement, dated as of February 20, 2019, by and among the Company, the Borrower, the lenders party thereto, and The Bank of Nova Scotia, as administrative agent (as amended from time to time, the “Credit Agreement”).

Supporting evidence: On August 18, 2022, Seagate Technology Holdings public limited company (the “Company”) and its subsidiary Seagate HDD Cayman (the “Borrower”) entered into an amendment and joinder (the “Amendment”) to the Credit Agreement, dated as of February 20, 2019, by and among the Company, the Borrower, the lenders party thereto, and The Bank of Nova Scotia, as administrative agent (as amended from time to time, the “Credit Agreement”). Pursuant to the Amendment, the Credit Agreement was amended to provide for a $600.0 million principal amount Term Loan A3, the proceeds of which may be used for general corporate purposes of the Borrower. The Term Loan A3 was borrowed in full at the closing of the Amendment. The Term Loan A3 is repayable in quarterly installments beginning on December 31, 2022 and is scheduled to mature on July 30, 2027. Once repaid or prepaid, the Term Loan A3 may not be reborrowed. The Term Loan A3 will bear interest, at the Borrower’s option, at a prime rate plus a variable margin of 0.25% to 1.5% or term SOFR plus a variable margin of 1.25% to 2.50%, in each case with such margin being determined based on the corporate credit rating of the Borrower or one of its parent entities. The Term Loan A3 is guaranteed by the same guarantors (“Guarantors”) that guarantee the Credit Agreement. The Amendment also amended the Credit Agreement to replace the LIBOR interest rate options with term SOFR based interest rate options and to permit the Borrower to increase the revolving loan commitments or obtain new term loans of up to $100.0 million in the aggregate, subject to the satisfaction of certain terms and conditions. The other material terms of the Credit Agreement remain unchanged.

On September 8, 2026 (the “Redemption Date”), all then-outstanding Notes that are called for Redemption and have not been submitted for exchange will be redeemed for cash at a price (the “Redemption Price”) equal to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date. On the Redemption Date, the Redemption Price will become due and payable upon each note to be redeemed and interest thereon will cease to accrue on and after the Redemption Date (unless Seagate HDD fails to pay the Redemption Price due on the Redemption Date in full, in which case interest thereon will continue to accrue until such time as Seagate HDD pays such Redemption Price in full).

Issuer evidence: On June 11, 2026, Seagate HDD Cayman, a subsidiary of Seagate (the “Issuer” or “Seagate HDD”), issued a notice (the “Redemption Notice”) to holders of the Issuer’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes.

Supporting evidence: On June 11, 2026, Seagate HDD Cayman, a subsidiary of Seagate (the “Issuer” or “Seagate HDD”), issued a notice (the “Redemption Notice”) to holders of the Issuer’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes.

Supporting evidence: On June 11, 2026, Seagate HDD Cayman, a subsidiary of Seagate (the “Issuer” or “Seagate HDD”), issued a notice (the “Redemption Notice”) to holders of the Issuer’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes.

Supporting evidence: On June 11, 2026, Seagate HDD Cayman, a subsidiary of Seagate (the “Issuer” or “Seagate HDD”), issued a notice (the “Redemption Notice”) to holders of the Issuer’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes.

On May 28, 2026, the Company issued a press release announcing the closing of a transaction the Company previously disclosed in a Current Report on the Form 8-K filed on May 21, 2026, whereby the Company and its subsidiary, Seagate HDD Cayman ("Seagate HDD") entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028 (the "Notes") to exchange (collectively, the "Exchanges") $185.908 million principal amount of Notes for consideration consisting of an aggregate of $185.908 million in cash and 2,023,124 ordinary shares of the Company. The number of ordinary shares of the Company issued pursuant to the Exchanges was determined over the one trading day period beginning on, and including, May 21, 2026. The Exchanges were consummated on May 26-27, 2026.

Issuer evidence: On May 28, 2026, the Company issued a press release announcing the closing of a transaction the Company previously disclosed in a Current Report on the Form 8-K filed on May 21, 2026, whereby the Company and its subsidiary, Seagate HDD Cayman ("Seagate HDD") entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028 (the "Notes") to exchange (collectively, the "Exchanges") $185.908 million principal amount of Notes for consideration consisting of an aggregate of $185.908 million in cash and 2,023,124 ordinary shares of the Company. The number of ordinary shares of the Company issued pursuant to the Exchanges was determined over the one trading day period beginning on, and including, May 21, 2026. The Exchanges were consummated on May 26-27, 2026.

Supporting evidence: On May 28, 2026, the Company issued a press release announcing the closing of a transaction the Company previously disclosed in a Current Report on the Form 8-K filed on May 21, 2026, whereby the Company and its subsidiary, Seagate HDD Cayman ("Seagate HDD") entered into separate, privately negotiated exchange agreements (the "Exchange Agreements") with a limited number of holders of Seagate HDD's 3.50% Exchangeable Senior Notes due 2028 (the "Notes") to exchange (collectively, the "Exchanges") $185.908 million principal amount of Notes for consideration consisting of an aggregate of $185.908 million in cash and 2,023,124 ordinary shares of the Company. The number of ordinary shares of the Company issued pursuant to the Exchanges was determined over the one trading day period beginning on, and including, May 21, 2026. The Exchanges were consummated on May 26-27, 2026.

Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of May 20, 2026, between you, the Company and the Issuer, which is expected to occur on May 26, 2026.

Issuer evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of May 20, 2026, between you, the Company and the Issuer, which is expected to occur on May 26, 2026.

Supporting evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of May 20, 2026, between you, the Company and the Issuer, which is expected to occur on May 26, 2026.

Supporting evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of May 20, 2026, between you, the Company and the Issuer, which is expected to occur on May 26, 2026.

The undersigned investor (the “**Investor**”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (the “**Accounts**”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Old Notes (as defined below), an “**Exchanging Investor**”) hereby agrees to exchange (the “**Exchange**”), with Seagate Technology Holdings PLC, a public limited company incorporated under the laws of Ireland (the “**Company**”) and Seagate HDD Cayman, an exempted company incorporated under the laws of the Cayman Islands (the “**Issuer**”), the Issuer’s 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old Notes**”) set forth in Exhibit A hereto for cash and Ordinary Shares (the “**Exchange Shares**”), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this “**Exchange Agreement**”). The Old Notes were issued pursuant to that certain Indenture (the “**Existing Indenture**”), dated as of September 13, 2023, among the Issuer, as issuer, the Company and Seagate Technology Unlimited Company, a private unlimited company incorporated under the laws of Ireland, as guarantors, and Computershare Trust Company, National Association, as trustee (in such capacity, the “**Old Notes Trustee**”). For the avoidance of doubt, the term “**Existing Indenture**” will not include any amendments or supplements executed after the date hereof unless such amendment or supplement was consented to by the Exchanging Investor. If only one Exchanging Investor is identified in Exhibit A hereto, then each reference in this Exchange Agreement to “Exchanging Investors” will be deemed to be a reference to such Exchanging Investor identified in Exhibit A hereto, *mutatis mutandis*.

Issuer evidence: The undersigned investor (the “**Investor**”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (the “**Accounts**”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Old Notes (as defined below), an “**Exchanging Investor**”) hereby agrees to exchange (the “**Exchange**”), with Seagate Technology Holdings PLC, a public limited company incorporated under the laws of Ireland (the “**Company**”) and Seagate HDD Cayman, an exempted company incorporated under the laws of the Cayman Islands (the “**Issuer**”), the Issuer’s 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old Notes**”) set forth in Exhibit A hereto for cash and Ordinary Shares (the “**Exchange Shares**”), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this “**Exchange Agreement**”). The Old Notes were issued pursuant to that certain Indenture (the “**Existing Indenture**”), dated as of September 13, 2023, among the Issuer, as issuer, the Company and Seagate Technology Unlimited Company, a private unlimited company incorporated under the laws of Ireland, as guarantors, and Computershare Trust Company, National Association, as trustee (in such capacity, the “**Old Notes Trustee**”). For the avoidance of doubt, the term “**Existing Indenture**” will not include any amendments or supplements executed after the date hereof unless such amendment or supplement was consented to by the Exchanging Investor. If only one Exchanging Investor is identified in Exhibit A hereto, then each reference in this Exchange Agreement to “Exchanging Investors” will be deemed to be a reference to such Exchanging Investor identified in Exhibit A hereto, *mutatis mutandis*.

Supporting evidence: the Issuer's 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the "**Old Notes**") set forth in Exhibit A hereto for cash and Ordinary Shares (the "**Exchange Shares**"), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this "**Exchange Agreement**").

Supporting evidence: the Issuer's 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the "**Old Notes**") set forth in Exhibit A hereto for cash and Ordinary Shares (the "**Exchange Shares**"), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this "**Exchange Agreement**").

On May 20, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) to exchange (collectively, the “Exchanges”) $185.908 million principal amount of Notes for consideration consisting of an aggregate of $185.908 million in cash and a number of ordinary shares of the Company to be determined over a one trading day period beginning on, and including, May 21, 2026.

Issuer evidence: On May 20, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”)

Supporting evidence: On May 20, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”)

Supporting evidence: On May 20, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”)

Attached are Investor Exchange Procedures for the settlement of the exchange (the “**Exchange**”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old** **Notes**”) of Seagate HDD Cayman (the “**Issuer**”) for cash (the “**Cash Consideration**”) and ordinary shares of Seagate Technology Holdings PLC (the “**Company**”), $0.00001 par value per share, CUSIP G7997R103 (the “**Exchange Shares**”) (collectively, the “**Exchange Consideration**”), pursuant to the Exchange Agreement, dated as of February 11, 2026, between you, the Company and the Issuer, which is expected to occur on February 17, 2026. To ensure timely settlement, please follow the instructions for the Exchange as set forth on the following page.

Issuer evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “**Exchange**”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old** **Notes**”) of Seagate HDD Cayman (the “**Issuer**”) for cash (the “**Cash Consideration**”) and ordinary shares of Seagate Technology Holdings PLC (the “**Company**”), $0.00001 par value per share, CUSIP G7997R103 (the “**Exchange Shares**”) (collectively, the “**Exchange Consideration**”), pursuant to the Exchange Agreement, dated as of February 11, 2026, between you, the Company and the Issuer, which is expected to occur on February 17, 2026. To ensure timely settlement, please follow the instructions for the Exchange as set forth on the following page.

Supporting evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “**Exchange**”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old** **Notes**”) of Seagate HDD Cayman (the “**Issuer**”) for cash (the “**Cash Consideration**”) and ordinary shares of Seagate Technology Holdings PLC (the “**Company**”), $0.00001 par value per share, CUSIP G7997R103 (the “**Exchange Shares**”) (collectively, the “**Exchange Consideration**”), pursuant to the Exchange Agreement, dated as of February 11, 2026, between you, the Company and the Issuer, which is expected to occur on February 17, 2026. To ensure timely settlement, please follow the instructions for the Exchange as set forth on the following page.

Supporting evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “**Exchange**”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old** **Notes**”) of Seagate HDD Cayman (the “**Issuer**”) for cash (the “**Cash Consideration**”) and ordinary shares of Seagate Technology Holdings PLC (the “**Company**”), $0.00001 par value per share, CUSIP G7997R103 (the “**Exchange Shares**”) (collectively, the “**Exchange Consideration**”), pursuant to the Exchange Agreement, dated as of February 11, 2026, between you, the Company and the Issuer, which is expected to occur on February 17, 2026. To ensure timely settlement, please follow the instructions for the Exchange as set forth on the following page.

On February 11, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) to exchange (collectively, the “Exchanges”) $600 million principal amount of Notes for consideration consisting of an aggregate of approximately $599.2 million in cash and a number of ordinary shares of the Company to be determined over a one trading day period beginning on, and including, February 12, 2026. The Exchanges are expected to be consummated on or about February 17, 2026.

Issuer evidence: On February 11, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) to exchange (collectively, the “Exchanges”) $600 million principal amount of Notes for consideration consisting of an aggregate of approximately $599.2 million in cash and a number of ordinary shares of the Company to be determined over a one trading day period beginning on, and including, February 12, 2026. The Exchanges are expected to be consummated on or about February 17, 2026.

Supporting evidence: On February 11, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) to exchange (collectively, the “Exchanges”) $600 million principal amount of Notes for consideration consisting of an aggregate of approximately $599.2 million in cash and a number of ordinary shares of the Company to be determined over a one trading day period beginning on, and including, February 12, 2026. The Exchanges are expected to be consummated on or about February 17, 2026.

Supporting evidence: On February 11, 2026, the Company and its subsidiary, Seagate HDD Cayman (“Seagate HDD”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders of Seagate HDD’s 3.50% Exchangeable Senior Notes due 2028 (the “Notes”) to exchange (collectively, the “Exchanges”) $600 million principal amount of Notes for consideration consisting of an aggregate of approximately $599.2 million in cash and a number of ordinary shares of the Company to be determined over a one trading day period beginning on, and including, February 12, 2026. The Exchanges are expected to be consummated on or about February 17, 2026.

Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of November 4, 2025, between you, the Company and the Issuer, which is expected to occur on November 10, 2025.

Issuer evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of November 4, 2025, between you, the Company and the Issuer, which is expected to occur on November 10, 2025.

Supporting evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of November 4, 2025, between you, the Company and the Issuer, which is expected to occur on November 10, 2025.

Supporting evidence: Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “Old Notes”) of Seagate HDD Cayman (the “Issuer”) for cash (the “Cash Consideration”) and ordinary shares of Seagate Technology Holdings PLC (the “Company”), $0.00001 par value per share, CUSIP G7997R103 (the “Exchange Shares”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of November 4, 2025, between you, the Company and the Issuer, which is expected to occur on November 10, 2025.

The undersigned investor (the “**Investor**”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (the “**Accounts**”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Old Notes (as defined below), an “**Exchanging Investor**”) hereby agrees to exchange (the “**Exchange**”), with Seagate Technology Holdings PLC, a public limited company incorporated under the laws of Ireland (the “**Company**”) and Seagate HDD Cayman, an exempted company incorporated under the laws of the Cayman Islands (the “**Issuer**”), the Issuer’s 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old Notes**”) set forth in Exhibit A hereto for cash and Ordinary Shares (the “**Exchange Shares**”), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this “**Exchange Agreement**”). The Old Notes were issued pursuant to that certain Indenture (the “**Existing Indenture**”), dated as of September 13, 2023, among the Issuer, as issuer, the Company and Seagate Technology Unlimited Company, a private unlimited company incorporated under the laws of Ireland, as guarantors, and Computershare Trust Company, National Association, as trustee (in such capacity, the “**Old Notes Trustee**”). For the avoidance of doubt, the term “**Existing Indenture**” will not include any amendments or supplements executed after the date hereof unless such amendment or supplement was consented to by the Exchanging Investor. If only one Exchanging Investor is identified in Exhibit A hereto, then each reference in this Exchange Agreement to “Exchanging Investors” will be deemed to be a reference to such Exchanging Investor identified in Exhibit A hereto, *mutatis mutandis*.

Issuer evidence: The undersigned investor (the “**Investor**”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (the “**Accounts**”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Old Notes (as defined below), an “**Exchanging Investor**”) hereby agrees to exchange (the “**Exchange**”), with Seagate Technology Holdings PLC, a public limited company incorporated under the laws of Ireland (the “**Company**”) and Seagate HDD Cayman, an exempted company incorporated under the laws of the Cayman Islands (the “**Issuer**”), the Issuer’s 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old Notes**”) set forth in Exhibit A hereto for cash and Ordinary Shares (the “**Exchange Shares**”), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this “**Exchange Agreement**”). The Old Notes were issued pursuant to that certain Indenture (the “**Existing Indenture**”), dated as of September 13, 2023, among the Issuer, as issuer, the Company and Seagate Technology Unlimited Company, a private unlimited company incorporated under the laws of Ireland, as guarantors, and Computershare Trust Company, National Association, as trustee (in such capacity, the “**Old Notes Trustee**”). For the avoidance of doubt, the term “**Existing Indenture**” will not include any amendments or supplements executed after the date hereof unless such amendment or supplement was consented to by the Exchanging Investor. If only one Exchanging Investor is identified in Exhibit A hereto, then each reference in this Exchange Agreement to “Exchanging Investors” will be deemed to be a reference to such Exchanging Investor identified in Exhibit A hereto, *mutatis mutandis*.

Supporting evidence: The undersigned investor (the “**Investor**”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (the “**Accounts**”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Old Notes (as defined below), an “**Exchanging Investor**”) hereby agrees to exchange (the “**Exchange**”), with Seagate Technology Holdings PLC, a public limited company incorporated under the laws of Ireland (the “**Company**”) and Seagate HDD Cayman, an exempted company incorporated under the laws of the Cayman Islands (the “**Issuer**”), the Issuer’s 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old Notes**”) set forth in Exhibit A hereto for cash and Ordinary Shares (the “**Exchange Shares**”), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this “**Exchange Agreement**”). The Old Notes were issued pursuant to that certain Indenture (the “**Existing Indenture**”), dated as of September 13, 2023, among the Issuer, as issuer, the Company and Seagate Technology Unlimited Company, a private unlimited company incorporated under the laws of Ireland, as guarantors, and Computershare Trust Company, National Association, as trustee (in such capacity, the “**Old Notes Trustee**”). For the avoidance of doubt, the term “**Existing Indenture**” will not include any amendments or supplements executed after the date hereof unless such amendment or supplement was consented to by the Exchanging Investor. If only one Exchanging Investor is identified in Exhibit A hereto, then each reference in this Exchange Agreement to “Exchanging Investors” will be deemed to be a reference to such Exchanging Investor identified in Exhibit A hereto, *mutatis mutandis*.

Supporting evidence: The undersigned investor (the “**Investor**”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (the “**Accounts**”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Old Notes (as defined below), an “**Exchanging Investor**”) hereby agrees to exchange (the “**Exchange**”), with Seagate Technology Holdings PLC, a public limited company incorporated under the laws of Ireland (the “**Company**”) and Seagate HDD Cayman, an exempted company incorporated under the laws of the Cayman Islands (the “**Issuer**”), the Issuer’s 3.50% Exchangeable Senior Notes due 2028, CUSIP 81180WBL4 (the “**Old Notes**”) set forth in Exhibit A hereto for cash and Ordinary Shares (the “**Exchange Shares**”), in the amounts set forth in and pursuant to the terms and conditions of this Exchange Agreement (this “**Exchange Agreement**”). The Old Notes were issued pursuant to that certain Indenture (the “**Existing Indenture**”), dated as of September 13, 2023, among the Issuer, as issuer, the Company and Seagate Technology Unlimited Company, a private unlimited company incorporated under the laws of Ireland, as guarantors, and Computershare Trust Company, National Association, as trustee (in such capacity, the “**Old Notes Trustee**”). For the avoidance of doubt, the term “**Existing Indenture**” will not include any amendments or supplements executed after the date hereof unless such amendment or supplement was consented to by the Exchanging Investor. If only one Exchanging Investor is identified in Exhibit A hereto, then each reference in this Exchange Agreement to “Exchanging Investors” will be deemed to be a reference to such Exchanging Investor identified in Exhibit A hereto, *mutatis mutandis*.

On September 13, 2023, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology Holdings plc (the “Company”), issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”), which includes $200.0 million aggregate principal amount of Notes offered and sold pursuant to the over-allotment option of the Initial Purchasers (as defined below) to purchase additional Notes, which was exercised in full on September 8, 2023. The Notes will mature on June 1, 2028, and were issued pursuant to an indenture, dated as of September 13, 2023 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (together with the Company, the “Guarantors”) and Computershare Trust Company, National Association (the “Trustee”), as trustee of the Notes.

Issuer evidence: On September 13, 2023, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology Holdings plc (the “Company”), issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”), which includes $200.0 million aggregate principal amount of Notes offered and sold pursuant to the over-allotment option of the Initial Purchasers (as defined below) to purchase additional Notes, which was exercised in full on September 8, 2023. The Notes will mature on June 1, 2028, and were issued pursuant to an indenture, dated as of September 13, 2023 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (together with the Company, the “Guarantors”) and Computershare Trust Company, National Association (the “Trustee”), as trustee of the Notes.

Supporting evidence: The Notes will mature on June 1, 2028, and were issued pursuant to an indenture, dated as of September 13, 2023 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (together with the Company, the “Guarantors”) and Computershare Trust Company, National Association (the “Trustee”), as trustee of the Notes.

Supporting evidence: Interest on the Notes will be payable in cash on March 1 and September 1 of each year, commencing on March 1, 2024, and upon maturity on June 1, 2028, to holders of record of the Notes on the February 15 and August 15 immediately preceding the interest payment date or, with respect to the interest payable on June 1, 2028, the preceding May 15, 2028, respectively.

Supporting evidence: On September 13, 2023, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology Holdings plc (the “Company”), issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”), which includes $200.0 million aggregate principal amount of Notes offered and sold pursuant to the over-allotment option of the Initial Purchasers (as defined below) to purchase additional Notes, which was exercised in full on September 8, 2023. The Notes will mature on June 1, 2028, and were issued pursuant to an indenture, dated as of September 13, 2023 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (together with the Company, the “Guarantors”) and Computershare Trust Company, National Association (the “Trustee”), as trustee of the Notes.

Supporting evidence: On September 13, 2023, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology Holdings plc (the “Company”), issued $1,500.0 million in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2028 (the “Notes”), which includes $200.0 million aggregate principal amount of Notes offered and sold pursuant to the over-allotment option of the Initial Purchasers (as defined below) to purchase additional Notes, which was exercised in full on September 8, 2023. The Notes will mature on June 1, 2028, and were issued pursuant to an indenture, dated as of September 13, 2023 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (together with the Company, the “Guarantors”) and Computershare Trust Company, National Association (the “Trustee”), as trustee of the Notes.

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to $500,000,000 aggregate principal amount of the Company’s 4.091% Senior Notes due 2029 as provided herein (the “Initial Notes”, and together with the Exchange Notes and the Additional Notes, the “Notes”).

Issuer evidence: INDENTURE, dated as of June 18, 2020, among SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the “Company”), SEAGATE TECHNOLOGY plc, a public limited company organized under the laws of Ireland, as guarantor (the “Parent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Supporting evidence: The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to $500,000,000 aggregate principal amount of the Company’s 4.091% Senior Notes due 2029 as provided herein (the “Initial Notes”, and together with the Exchange Notes and the Additional Notes, the “Notes”).

On June 18, 2020, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology plc (the “Company”), issued $500 million in aggregate principal amount of 4.091% Senior Notes due 2029 (the “New Notes”) in connection with Seagate HDD’s exchange offers to certain eligible holders of Seagate HDD’s outstanding 4.750% Senior Notes due 2025 and 4.875% Senior Notes due 2027 (the “Exchange Offers”). The New Notes mature on June 1, 2029, and were issued pursuant to an indenture, dated as of June 18, 2020 (the “Indenture”), among Seagate HDD, the Company and Wells Fargo Bank, National Association, as trustee of the New Notes (the “Trustee”). The Company has also entered into a registration rights agreement related to the New Notes, dated as of June 18, 2020 (the “Registration Rights Agreement”), among Seagate HDD, the Company and Morgan Stanley & Co. LLC and BofA Securities, Inc., as the lead dealer managers for the Exchange Offers.

Issuer evidence: On June 18, 2020, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and a subsidiary of Seagate Technology plc (the “Company”), issued $500 million in aggregate principal amount of 4.091% Senior Notes due 2029 (the “New Notes”) in connection with Seagate HDD’s exchange offers to certain eligible holders of Seagate HDD’s outstanding 4.750% Senior Notes due 2025 and 4.875% Senior Notes due 2027 (the “Exchange Offers”). The New Notes mature on June 1, 2029, and were issued pursuant to an indenture, dated as of June 18, 2020 (the “Indenture”), among Seagate HDD, the Company and Wells Fargo Bank, National Association, as trustee of the New Notes (the “Trustee”). The Company has also entered into a registration rights agreement related to the New Notes, dated as of June 18, 2020 (the “Registration Rights Agreement”), among Seagate HDD, the Company and Morgan Stanley & Co. LLC and BofA Securities, Inc., as the lead dealer managers for the Exchange Offers.

Supporting evidence: 4.091% Senior Notes due 2029 (the “New Notes”)

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to $749,999,600 aggregate principal amount of the Company’s 9.625% Senior Notes due 2032 as provided herein (the “**Initial Notes**”, and together with the Exchange Notes and the Additional Notes, the “**Notes**”). All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

Issuer evidence: INDENTURE, dated as of November 30, 2022, among SEAGATE HDD CAYMAN, an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the “**Company**”), SEAGATE TECHNOLOGY UNLIMITED COMPANY, a private unlimited company incorporated under the laws of Ireland and parent of the Company (“**STUC**”) and SEAGATE TECHNOLOGY HOLDINGS PLC, a public limited company incorporated under the laws of Ireland and ultimate parent of the Company (“**Parent**” and, together with STUC, the “**Guarantors**”) and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**”).

Supporting evidence: The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to $749,999,600 aggregate principal amount of the Company’s 9.625% Senior Notes due 2032 as provided herein (the “**Initial Notes**”, and together with the Exchange Notes and the Additional Notes, the “**Notes**”). All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

On November 30, 2022, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and an indirect subsidiary of Seagate Technology Holdings plc (the “Company”), issued approximately $750 million in aggregate principal amount of 9.625% Senior Notes due 2032 (the “New Notes”) in connection with Seagate HDD’s exchange offers to certain eligible holders of Seagate HDD’s outstanding 3.125% Senior Notes due 2029, 4.091% Senior Notes due 2029, 3.375% Senior Notes due 2031, and 4.125% Senior Notes due 2031 (the “Exchange Offers”). ”). The Company announced that it had increased the previously announced New Notes issuance limit from $500 million to approximately $750 million aggregate principal amount, subject to further increase in its sole discretion. The New Notes mature on December 1, 2032, and were issued pursuant to an indenture, dated as of November 30, 2022 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (“STUC” and, together with the Company, the “Guarantors”) and Computershare Trust Company, National Association, as trustee of the New Notes (the “Trustee”). The Company has also entered into a registration rights agreement related to the New Notes, dated as of November 30, 2022 (the “Registration Rights Agreement”), among Seagate HDD, the Guarantors, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp, as the lead dealer managers for the Exchange Offers.

Issuer evidence: On November 30, 2022, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and an indirect subsidiary of Seagate Technology Holdings plc (the “Company”), issued approximately $750 million in aggregate principal amount of 9.625% Senior Notes due 2032 (the “New Notes”) in connection with Seagate HDD’s exchange offers to certain eligible holders of Seagate HDD’s outstanding 3.125% Senior Notes due 2029, 4.091% Senior Notes due 2029, 3.375% Senior Notes due 2031, and 4.125% Senior Notes due 2031 (the “Exchange Offers”). ”). The Company announced that it had increased the previously announced New Notes issuance limit from $500 million to approximately $750 million aggregate principal amount, subject to further increase in its sole discretion. The New Notes mature on December 1, 2032, and were issued pursuant to an indenture, dated as of November 30, 2022 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (“STUC” and, together with the Company, the “Guarantors”) and Computershare Trust Company, National Association, as trustee of the New Notes (the “Trustee”). The Company has also entered into a registration rights agreement related to the New Notes, dated as of November 30, 2022 (the “Registration Rights Agreement”), among Seagate HDD, the Guarantors, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp, as the lead dealer managers for the Exchange Offers.

Supporting evidence: On November 30, 2022, Seagate HDD Cayman (“Seagate HDD”), an exempted company with limited liability organized under the laws of the Cayman Islands and an indirect subsidiary of Seagate Technology Holdings plc (the “Company”), issued approximately $750 million in aggregate principal amount of 9.625% Senior Notes due 2032 (the “New Notes”) in connection with Seagate HDD’s exchange offers to certain eligible holders of Seagate HDD’s outstanding 3.125% Senior Notes due 2029, 4.091% Senior Notes due 2029, 3.375% Senior Notes due 2031, and 4.125% Senior Notes due 2031 (the “Exchange Offers”). ”). The Company announced that it had increased the previously announced New Notes issuance limit from $500 million to approximately $750 million aggregate principal amount, subject to further increase in its sole discretion. The New Notes mature on December 1, 2032, and were issued pursuant to an indenture, dated as of November 30, 2022 (the “Indenture”), among Seagate HDD, the Company, Seagate Technology Unlimited Company (“STUC” and, together with the Company, the “Guarantors”) and Computershare Trust Company, National Association, as trustee of the New Notes (the “Trustee”). The Company has also entered into a registration rights agreement related to the New Notes, dated as of November 30, 2022 (the “Registration Rights Agreement”), among Seagate HDD, the Guarantors, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., BofA Securities, Inc., Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and BNP Paribas Securities Corp, as the lead dealer managers for the Exchange Offers.

Seagate Data Storage Technology Pte. Ltd., a private company limited by shares registered in Singapore (the “**Issuer**”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “**Initial** **Purchasers**”) $400,000,000 principal amount of its 5.875% Senior Notes due 2030 (the “**Notes**”). The Notes will be issued pursuant to the provisions of an Indenture, to be dated on or about May 27, 2025 (the “**Indenture**”) among the Issuer, the Guarantors (as defined below) and Computershare Trust Company, National Association, as Trustee (in such capacity, the “**Trustee**”).

Issuer evidence: Seagate Data Storage Technology Pte. Ltd., a private company limited by shares registered in Singapore (the “Issuer”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $400,000,000 principal amount of its 5.875% Senior Notes due 2030 (the “Notes”). The Notes will be issued pursuant to the provisions of an Indenture, to be dated on or about May 27, 2025 (the “Indenture”) among the Issuer, the Guarantors (as defined below) and Computershare Trust Company, National Association, as Trustee (in such capacity, the “Trustee”).

Supporting evidence: Seagate Data Storage Technology Pte. Ltd., a private company limited by shares registered in Singapore (the “Issuer”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $400,000,000 principal amount of its 5.875% Senior Notes due 2030 (the “Notes”).

Supporting evidence: Seagate Data Storage Technology Pte. Ltd., a private company limited by shares registered in Singapore (the “Issuer”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $400,000,000 principal amount of its 5.875% Senior Notes due 2030 (the “Notes”).

On May 12, 2025, Seagate Technology Holdings plc (the “Company”) and Seagate Data Storage Technology Pte. Ltd. (“SDST”), a subsidiary of the Company, entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, SDST, Seagate Technology Unlimited Company (“STUC”) and Seagate HDD Cayman (“HDD” and, together with the Company and STUC, the “Guarantors”) and the initial purchasers named therein (the “Initial Purchasers”), pursuant to which SDST has agreed to issue and sell, and the Initial Purchasers have agreed to purchase $400 million aggregate principal amount of 5.875% Senior Notes due 2030 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The offering of the Notes is expected to close on May 27, 2025, subject to satisfaction of customary closing conditions. PJT Partners served as financial advisor to the Company for the transaction.

Issuer evidence: On May 12, 2025, Seagate Technology Holdings plc (the “Company”) and Seagate Data Storage Technology Pte. Ltd. (“SDST”), a subsidiary of the Company, entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, SDST, Seagate Technology Unlimited Company (“STUC”) and Seagate HDD Cayman (“HDD” and, together with the Company and STUC, the “Guarantors”) and the initial purchasers named therein (the “Initial Purchasers”), pursuant to which SDST has agreed to issue and sell, and the Initial Purchasers have agreed to purchase $400 million aggregate principal amount of 5.875% Senior Notes due 2030 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The offering of the Notes is expected to close on May 27, 2025, subject to satisfaction of customary closing conditions. PJT Partners served as financial advisor to the Company for the transaction.

Supporting evidence: On May 12, 2025, Seagate Technology Holdings plc (the “Company”) and Seagate Data Storage Technology Pte. Ltd. (“SDST”), a subsidiary of the Company, entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, SDST, Seagate Technology Unlimited Company (“STUC”) and Seagate HDD Cayman (“HDD” and, together with the Company and STUC, the “Guarantors”) and the initial purchasers named therein (the “Initial Purchasers”), pursuant to which SDST has agreed to issue and sell, and the Initial Purchasers have agreed to purchase $400 million aggregate principal amount of 5.875% Senior Notes due 2030 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The offering of the Notes is expected to close on May 27, 2025, subject to satisfaction of customary closing conditions. PJT Partners served as financial advisor to the Company for the transaction.

Seagate HDD Cayman, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “**Issuer**”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “**Initial** **Purchasers**”) $500,000,000 principal amount of its 4.125% Senior Notes due 2031 (the “**Notes**”). The Notes will be issued pursuant to the provisions of an Indenture, to be dated on or about June 10, 2020 (the “**Indenture**”) among the Issuer, the Company (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Trustee (in such capacity, the “**Trustee**”). The Notes will be unconditionally guaranteed (the “**Guarantee**,” and together with the Notes, the “**Securities**”) as to the payment of principal and interest by Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the “**Company**”).

Issuer evidence: Seagate HDD Cayman, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “**Issuer**”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “**Initial** **Purchasers**”) $500,000,000 principal amount of its 4.125% Senior Notes due 2031 (the “**Notes**”). The Notes will be issued pursuant to the provisions of an Indenture, to be dated on or about June 10, 2020 (the “**Indenture**”) among the Issuer, the Company (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Trustee (in such capacity, the “**Trustee**”). The Notes will be unconditionally guaranteed (the “**Guarantee**,” and together with the Notes, the “**Securities**”) as to the payment of principal and interest by Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the “**Company**”).

Supporting evidence: Seagate HDD Cayman, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “**Issuer**”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “**Initial** **Purchasers**”) $500,000,000 principal amount of its 4.125% Senior Notes due 2031 (the “**Notes**”). The Notes will be issued pursuant to the provisions of an Indenture, to be dated on or about June 10, 2020 (the “**Indenture**”) among the Issuer, the Company (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Trustee (in such capacity, the “**Trustee**”). The Notes will be unconditionally guaranteed (the “**Guarantee**,” and together with the Notes, the “**Securities**”) as to the payment of principal and interest by Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the “**Company**”).

Supporting evidence: Seagate HDD Cayman, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “**Issuer**”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “**Initial** **Purchasers**”) $500,000,000 principal amount of its 4.125% Senior Notes due 2031 (the “**Notes**”). The Notes will be issued pursuant to the provisions of an Indenture, to be dated on or about June 10, 2020 (the “**Indenture**”) among the Issuer, the Company (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Trustee (in such capacity, the “**Trustee**”). The Notes will be unconditionally guaranteed (the “**Guarantee**,” and together with the Notes, the “**Securities**”) as to the payment of principal and interest by Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the “**Company**”).