Form 8-K

8-K — Seagate Technology Holdings plc

Accession: 0001137789-26-000093

Filed: 2026-05-06

Period: 2026-05-05

CIK: 0001137789

SIC: 3572 (COMPUTER STORAGE DEVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — stx-20260505.htm (Primary)

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Seagate Technology Holdings plc0001137789false00011377892026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

____________________________

Ireland 001-31560 98-1597419

(State or other jurisdiction of (Commission File Number) (I.R.S. Employer

incorporation or organization) Identification Number)

121 Woodlands Avenue 5 739009

Singapore

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code: (65) 6018-2562

N/A

(Former name or former address, if changed since last report)

____________________________________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Ordinary Shares, par value $0.00001 per share STX The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2026, Mr. Michael R. Cannon notified the Board of Directors (the “Board”) of Seagate Technology Holdings, plc (the “Company”) that he has decided not to stand for re-election to the Board at the Company’s 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). Mr. Cannon will continue to serve as a director until the conclusion of the Annual Meeting. Mr. Cannon’s decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board thanks Mr. Cannon for his service and contributions as a director.

On May 6, 2026, the Company issued a press release regarding Mr. Cannon's retirement, a copy of which is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release, dated May 6, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

Date: May 6, 2026 By: /s/ James C. Lee

Name: James C. Lee

Title: Executive Vice President, Chief Legal Officer, and Corporate Secretary

EX-99.1

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Investor Relations: Shanye Hudson, (510) 661-1600 stx@seagate.com Media Contact: Karin Taylor, (408) 772-8279 karin.h.taylor@seagate.com SEAGATE ANNOUNCES THE RETIREMENT OF MICHAEL R. CANNON, LEAD INDEPENDENT DIRECTOR, AFTER A 40 YEAR HISTORY IN THE DISK DRIVE INDUSTRY SINGAPORE – May 6, 2026 - Seagate Technology Holdings plc (NASDAQ: STX) (the “Company” or “Seagate”), a leading innovator of mass-capacity data storage, announced today that Mike Cannon, Lead Independent Director, has informed the company of his decision to retire from Seagate's Board of Directors at the conclusion of his current term in October 2026. Cannon has served on the Board since February 2011, including five years as Lead Independent Director and five years as Board Chair. "It has been an honor to have served on the Seagate Board of Directors for the past 15 years, and in the disk drive industry before then," said Cannon. "I am very proud of Seagate's unwavering commitment to address the dramatically growing needs for data storage, through the company's relentless focus on technology advancement and operational excellence. I have every confidence that Seagate has the foundations built to further increase its relevance in data storage well through the next decade." "Seagate and the disk drive industry have greatly benefited from Mike's deep knowledge, operational expertise, and unwavering commitment to excellence," said Dave Mosley, Seagate's chair and chief executive officer. "Mike's leadership and counsel have been instrumental in guiding Seagate through transformational changes and strategic growth. We are deeply grateful for his many contributions to Seagate's success and wish him the best in his retirement." Mike's Path and History in the Industry Mike Cannon studied mechanical engineering at Michigan State University (“MSU”) while working full time at the General Motors assembly plant in Lansing, Michigan. On leaving MSU he joined the Boeing Company in Seattle, Washington in 1975 in the Manufacturing Research and Development organization supporting all commercial airplane programs and also the Chinook helicopter and air-launched cruise missile programs. He was selected by Boeing for an Inventor of the Year award in 1983. In 1985 Mike joined the Control Data Corporation’s Magnetic Media Division as the Director of Automation and later was responsible for media development and manufacturing for all hard disk drives (3 1/2", 5 1/4", 8" and 14" disk packs), 1/2" magnetic tape reels for mainframe computers, and also 5 1/4" and 8" floppy disks. He was later responsible for Far East Operations for Control Data residing in Singapore, establishing disk drive manufacturing sites, international procurement offices, and supply chain sources throughout the region. During his tenure at Control Data, Mike completed the Advanced Management Program at the Harvard Business School. He was hired by IBM's Storage Systems Division in 1992 as a Vice President to lead the desktop and mobile disk drive businesses responsible for product development, manufacturing and sales, which returned to profitability in 2 years. He was hired in 1996 as the CEO of Maxtor Corporation, a disk drive and storage systems company, and led its successful IPO in 1998. He went on to serve as Maxtor's CEO for seven years until its acquisition by Seagate. About Seagate Seagate (NASDAQ: STX) is a pioneer in mass-capacity data storage, accelerating ability to harness the full value of data. Our portfolio of advanced storage solutions helps hyperscale cloud providers, enterprises, and consumers protect, create and manage the data that powers their transformation and growth. For more than 45 years, Seagate has driven breakthrough innovations that bring sustainable, high-performance storage to the world at-scale. Learn more at www.seagate.com, and follow us on LinkedIn, YouTube, X and Facebook. © 2026 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries.

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