Seagate Technology Holdings plc Amended and Restated Equity Incentive Plan (the “Amended EIP”): On October 25, 2025, (the “Approval Date”), shareholders of the Company approved the Amended EIP that replaced Seagate Technology Holdings plc 2022 Equity Incentive Plan (the “2022 EIP”). The Amended EIP provides for the grant of various types of awards including RSUs, options, PSUs and share appreciation rights. The maximum number of shares that may be delivered to the participants under the Amended EIP shall not exceed (i) 17.9 million ordinary shares, plus (ii) any shares subject to any outstanding share awards granted under the 2012 Equity Incentive Plan (the “2012 EIP”) that, on or after the Approval Date expire, are cancelled or otherwise terminate, in whole or in part, without having been exercised or redeemed in full, or are settled in cash ((i) and (ii) together being the “Share Reserve”). The maximum aggregate number of shares that may be issued pursuant to RSUs or PSUs (collectively, “Full-Value Share Awards”) shall not exceed 16.1 million ordinary shares. Any shares that are subject to the Amended EIP will be counted against the Share Reserve as one share for every one share granted. As of July 3, 2026, there were 12.2 million ordinary shares available for issuance of Full-Value Share Awards under the Amended EIP.

Seagate Technology Holdings plc Executive Performance Bonus Plan (the “EPB”). Beginning in fiscal year 2023, the Company implemented the EPB utilizing RSUs instead of cash payouts for senior executives. EPB RSUs are granted under the Amended 2022 EIP, pursuant to the achievement of performance targets and individual goals under the EPB.

Seagate Technology Holdings plc Amended and Restated Employee Stock Purchase Plan (the “Amended ESPP”). There are 70 million ordinary shares authorized to be issued under the ESPP. The ESPP consists of a series of six-month offering period with a maximum issuance of 1.5 million ordinary shares per offering period. The ESPP allows eligible employees to contribute up to 10% of their eligible compensation to purchase the Company’s common stock. The price of common stock purchased equals to 85% of the lesser of the fair market value on the first day or the last day of each offering period. During fiscal years 2026, 2025 and 2024, employees purchased approximately 1 million shares each year under this plan at weighted average prices of $101.06, $77.87 and $54.71 per share, respectively. As of July 3, 2026, approximately 14.7 million ordinary shares were available for future issuance.

During fiscal years 2026, 2025 and 2024, the Company recognized share-based compensation expense of $213 million, $200 million and $127 million, respectively, with tax benefits of $28 million, $21 million and $5 million. Management made an estimate of expected forfeitures and recognized compensation costs only for those equity awards expected to vest.

RSUs generally vest over a period of four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting ratably each quarter over the next 36 months, subject to continuous employment with the Company through the vesting date.

At July 3, 2026, the total unrecognized share-based compensation cost related to unvested restricted stocks was approximately $201 million. This cost is being amortized on a straight-line basis over a weighted-average remaining term of 2.1 years and will be adjusted for subsequent changes in estimated forfeitures. The aggregate fair value of restricted stocks vested during fiscal years 2026, 2025 and 2024 was approximately $129 million, $105 million and $105 million, respectively.

The expected term represents the period that the Company’s share-based awards are expected to be outstanding and was determined based on historical experience of similar awards. The expected dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date share price.

EPB RSUs can be settled in cash, subject to certain employment conditions, and therefore classified as liability awards. The Company remeasures the fair value of these liability awards at each fiscal quarter end. Generally, EPB RSUs vest in full on the first anniversary of the vesting commencement date.

During both fiscal years 2026 and 2025, the Company recognized approximately $37 million of share-based compensation expense related to EPB RSUs in the Consolidated Statements of Operations and Comprehensive Income, with the corresponding liability recorded within Accrued employee compensation on the Consolidated Balance Sheets. During fiscal year 2024, the Company did not recognize any share compensation expense related to liability awards.

The Company granted PSUs that vest on the satisfaction of continuous employment and achievement of certain financial and operational performance goals established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). These awards vest after the end of the performance period of three years from the grant date. Compensation expense related to these units is only recorded in a period if it is probable that the performance goals will be met, and it is to be recorded at the expected level of achievement.

At July 3, 2026, the total unrecognized share-based compensation cost related to unvested performance-based share units was approximately $53 million. This cost is being amortized on a straight-line basis over a weighted-average remaining term of 1.1 years and will be adjusted for subsequent changes in estimated forfeitures. The aggregate fair value of performance-based share units vested during fiscal years 2026, 2025 and 2024 was approximately $18 million, $17 million and $6 million, respectively.


	Fiscal Years
	2026			2025			2024
PSUs subject to TSR/ROIC conditions
Expected term (in years)	3.0			3.0			3.0
Volatility	38		%	37		%	39		%
Weighted-average volatility	38		%	37		%	39		%
Expected dividend rate	1.8		%	2.8		%	4.4		%
Weighted-average expected dividend rate	1.8		%	2.8		%	4.4		%
Risk-free interest rate	3.7		%	3.5		%	4.6		%
Weighted-average fair value	$	105.42		$	75.55		$	70.97

Options generally vest over a period of four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting ratably each quarter over the next 36 months, subject to continuous employment with the Company through the vesting date. The exercise price of a share option is equal to the closing price of the Company’s ordinary shares on NASDAQ on the grant date. The expenses associated with share options were not material for any of the periods presented.