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Seagate Technology Holdings plc0001137789false00011377892025-10-282025-10-28

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): October 28, 2025

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
Singapore 739009
(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 2.02    Results of Operations and Financial Condition.
On October 28, 2025, Seagate Technology Holdings plc (the “Company” or “Seagate”) issued a press release reporting its financial results for the fiscal first quarter ended October 3, 2025. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 2.02 and the exhibit hereto are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section.
Item 7.01    Regulation FD Disclosure.
On October 28, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.74 per share, which will be payable on January 9, 2026 to shareholders of record as of the close of business on December 24, 2025.
Seagate has issued a Supplemental Financial Information document. The Supplemental Financial Information is available on Seagate’s Investor Relations website at investors.seagate.com.
Seagate management will hold a public webcast on October 28, 2025 at 2:00 p.m. Pacific / 5:00 p.m. Eastern that can be accessed on its Investor Relations website at investors.seagate.com. During the webcast, the Company will provide an outlook for its fiscal second quarter of 2026 including key underlying assumptions. A replay will be available on Seagate’s Investor Relations website at investors.seagate.com shortly following the conclusion of the event and will be archived for approximately one year. Investors and others should note that the Company routinely uses the Investor Relations section of its corporate website to announce material information to investors and the marketplace. While not all of the information that the Company posts on its corporate website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in the Company to review the information that it shares on investors.seagate.com.
The information in this Item 7.01 is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section. 
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is attached to this Current Report on Form 8-K:
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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: October 28, 2025
By: /s/ Gianluca Romano
  Name: Gianluca Romano
  Title: Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


EX-99.1 2 stxq12026pressreleasefinan.htm EX-99.1 Document

Exhibit 99.1
seagatelogo.jpg
Investor Relations Contact:
Shanye Hudson, (510) 661-1600
shanye.hudson@seagate.com

Media Contact:
Karin Taylor, (408) 772-8279
karin.h.taylor@seagate.com

SEAGATE TECHNOLOGY REPORTS FISCAL FIRST QUARTER 2026 FINANCIAL RESULTS
Fiscal Q1 2026 Highlights
▪Revenue of $2.63 billion
▪GAAP gross margin of 39.4%; non-GAAP gross margin of 40.1%, both at record levels
▪GAAP diluted earnings per share (EPS) of $2.43; non-GAAP diluted EPS of $2.61
▪Cash flow from operations of $532 million and free cash flow of $427 million
▪Returned $182 million to shareholders through dividends and the repurchase of ordinary shares; increased quarterly cash dividend by approximately 3% to $0.74 per share

Singapore – October 29, 2025 - Seagate Technology Holdings plc (NASDAQ: STX) (the “Company” or “Seagate”), a leading innovator of mass-capacity data storage, today reported financial results for its fiscal first quarter ended October 3, 2025.

"Seagate delivered strong September quarter results, with revenue growth of 21% year-over-year and non-GAAP EPS exceeding the high end of our guided range. Our performance underscores the team’s strong execution and robust customer demand for our high-capacity storage products," said Dave Mosley, Seagate’s chair and chief executive officer.

"With clear visibility into sustained demand strength, we are ramping shipments of our areal density-leading Mozaic HAMR products, which are now qualified with five of the world’s largest cloud customers. These products address customers’ performance, durability and TCO needs at scale to continue supporting demand for existing use cases such as social media video platforms as well as growth driven by new AI applications. AI is transforming how content is being consumed and generated, increasing the value of data and storage and Seagate is well positioned for continued profitable growth," Mosley concluded.

Quarterly Financial Results
GAAP Non-GAAP
FQ1 2026
FQ1 2025
FQ1 2026
FQ1 2025
Revenue ($M) $ 2,629 $ 2,168 $ 2,629 $ 2,168
Gross Margin 39.4% 32.9% 40.1% 33.3%
Operating Margin 26.4% 18.6% 29.0% 20.4%
Net Income ($M) $ 549 $ 305 $ 583 $ 337
Diluted Earnings Per Share $ 2.43 $ 1.41 $ 2.61 $ 1.58
For definitions and a detailed reconciliation of GAAP to non-GAAP results, see accompanying financial tables.
During the fiscal first quarter, the Company generated $532 million in cash flow from operations and $427 million in free cash flow. Seagate’s balance sheet remains healthy, and during the fiscal first quarter, the Company paid cash dividends of $153 million and repurchased 153 thousand ordinary shares for $29 million. As of the end of the quarter, cash and cash equivalents totaled $1.1 billion, and there were 214 million ordinary shares issued and outstanding.
Seagate has issued a Supplemental Financial Information document, which is available on Seagate’s Investor Relations website at investors.seagate.com.



Quarterly Cash Dividend
The Board of Directors of the Company (the “Board”) declared a quarterly cash dividend of $0.74 per share, which will be payable on January 9, 2026 to shareholders of record as of the close of business on December 24, 2025. The payment of any future quarterly dividends will be at the discretion of the Board and will be dependent upon Seagate’s financial position, results of operations, available cash, cash flow, capital requirements and other factors deemed relevant by the Board.

Business Outlook
The business outlook for the fiscal second quarter 2026 is based on our current assumptions and expectations; actual results may differ materially as a result of, among other things, the important factors discussed in the Cautionary Note Regarding Forward-Looking Statements section of this release.

The Company is providing the following guidance for its fiscal second quarter 2026:
•Revenue of $2.70 billion, plus or minus $100 million
•Non-GAAP diluted EPS of $2.75, plus or minus $0.20

Our fiscal second quarter guidance includes:
•The estimated impact from the Pillar Two framework for the global minimal tax that is effective starting fiscal year 2026 in major jurisdictions in which the Company operates;
•The estimated net dilutive impact from the Exchangeable Senior Notes due 2028; and
•Minimal expected impact from global tariff policies announced as of the date of this release.

Guidance regarding non-GAAP diluted EPS excludes known pre-tax charges related to estimated share-based compensation expenses of $0.24 per share.

We have not reconciled our non-GAAP diluted EPS guidance for fiscal second quarter 2026 to the most directly comparable GAAP measure, other than estimated share-based compensation expenses, because material items that may impact these measures are out of our control and/or cannot be reasonably predicted, including, but not limited to, net (gain) loss from debt transactions, strategic investment losses (gains) or impairment charges, income tax adjustments on these measures, and other charges or benefits that may arise. The amounts of these measures are not currently available but may be material to future results. A reconciliation of our historical non-GAAP financial measures to their nearest GAAP equivalent is contained in this release.

Investor Communications
Seagate management will hold a public webcast at 2:00 PM PT / 5:00 PM ET on October 28, 2025 that can be accessed on its Investor Relations website at investors.seagate.com.

An archived audio webcast of this event will be available on Seagate’s Investor Relations website at investors.seagate.com shortly following the event conclusion.

About Seagate
Seagate Technology is a leading innovator of mass-capacity data storage. We create breakthrough technology so you can confidently store your data and easily unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud. To learn more about how Seagate leads storage innovation, visit www.seagate.com and our blog, or follow us on X, Facebook, LinkedIn, and YouTube.

© 2025 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.




Cautionary Note Regarding Forward-Looking Statements
This press release and our other communications regarding our quarterly financial results 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. Forward-looking statements include, among other things, statements about the Company’s plans, programs, strategies, prospects, and opportunities; financial outlook for future periods, including the fiscal second quarter 2026; expectations regarding our ability to service debt and continue to generate free cash flow; expectations regarding our ability to make timely quarterly payments under the settlement agreement with the U.S. Department of Commerce’s Bureau of Industry and Security; expectations regarding logistical, macroeconomic, or other factors affecting the Company; including uncertainty related to tariffs, trade restrictions, or evolving global trade policy; expectations regarding market demand for the Company’s products, our visibility into such demand and our ability to optimize our level of production and meet market and industry expectations and the effects of these future trends on Company’s financial and operational performance, including our ability to deliver profitable growth; anticipated shifts in technology and storage industry trends, and anticipated demand and performance of new storage product introductions, including HAMR-based Mozaic products; our ability to successfully integrate acquisitions with our existing business; and expectations regarding the Company’s business strategy and performance, as well as dividend issuance plans for the fiscal quarter ending January 2, 2026 and beyond. 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 the 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 subject to various uncertainties and risks that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest periodic report on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on, and which speak only as of, the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.

The inclusion of Seagate’s website addresses in this press release are provided for convenience only. The information contained in, or that can be accessed through, Seagate’s websites and social media channels are not part of this press release.




SEAGATE TECHNOLOGY HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
October 3, 2025 June 27, 2025
(unaudited)
ASSETS
Current assets:    
Cash and cash equivalents $ 1,112  $ 891 
Accounts receivable, net 1,073  959 
Inventories, net 1,496  1,440 
Other current assets 351  363 
Total current assets 4,032  3,653 
Property, equipment and leasehold improvements, net 1,688  1,657 
Goodwill 1,221  1,221 
Deferred income taxes 1,091  1,066 
Other assets, net 410  426 
Total Assets $ 8,442  $ 8,023 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:    
Accounts payable $ 1,673  $ 1,604 
Accrued employee compensation 212  352 
Accrued warranty 63  60 
Current portion of long-term debt 1,496  — 
Accrued expenses 673  632 
Total current liabilities 4,117  2,648 
Long-term accrued warranty 83  77 
Other non-current liabilities 807  756 
Long-term debt, less current portion 3,498  4,995 
Total Liabilities 8,505  8,476 
Total Shareholders’ Deficit (63) (453)
Total Liabilities and Shareholders’ Deficit $ 8,442  $ 8,023 






SEAGATE TECHNOLOGY HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
  For the Three Months Ended
  October 3, 2025 September 27, 2024
Revenue $ 2,629  $ 2,168 
Cost of revenue 1,592  1,454 
Product development 186  181 
Marketing and administrative 144  129 
Restructuring and other, net 13 
Total operating expenses 1,935  1,765 
Income from operations 694  403 
Interest income
Interest expense (80) (85)
Other, net (7) (9)
Other expense, net (80) (87)
Income before income taxes 614  316 
Provision for income taxes 65  11 
Net income $ 549  $ 305 
Net income per share:  
Basic $ 2.58  $ 1.45 
Diluted $ 2.43  $ 1.41 
Number of shares used in per share calculations:  
Basic 213  211 
Diluted 226  216 
Cash dividends declared per ordinary share $ 0.72  $ 0.70 






SEAGATE TECHNOLOGY HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
  For the Three Months Ended
  October 3, 2025 September 27, 2024
OPERATING ACTIVITIES    
Net income $ 549  $ 305 
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 72  64 
Share-based compensation 52  38 
Deferred income taxes (25) (3)
Other non-cash operating activities, net 15  23 
Changes in operating assets and liabilities:
Accounts receivable, net (114) (199)
Inventories, net (56) (144)
Accounts payable 84  10 
Accrued employee compensation (140) 37 
BIS settlement penalty (15) (15)
Accrued expenses, income taxes and warranty 119  16 
Other assets and liabilities (9) (37)
Net cash provided by operating activities 532  95 
INVESTING ACTIVITIES    
Acquisition of property, equipment and leasehold improvements (105) (68)
Proceeds from business divestiture 15  — 
Net cash used in investing activities (90) (68)
FINANCING ACTIVITIES    
Dividends to shareholders (153) (147)
Taxes paid related to net share settlement of equity awards (50) (28)
Repurchases of ordinary shares (29) — 
Proceeds from issuance of ordinary shares under employee stock plans 22  29 
Other financing activities, net (11) — 
Net cash used in financing activities (221) (146)
Increase (decrease) in cash, cash equivalents and restricted cash 221  (119)
Cash, cash equivalents and restricted cash at the beginning of the period 893  1,360 
Cash, cash equivalents and restricted cash at the end of the period $ 1,114  $ 1,241 




Use of non-GAAP financial information

The Company uses non-GAAP measures of gross profit, gross margin, operating expenses, income from operations, operating margin, net income, diluted EPS, free cash flow, EBITDA, adjusted EBITDA and last twelve months adjusted EBITDA, which are adjusted from results based on GAAP to exclude certain benefits, expenses, gains and losses. These non-GAAP financial measures are used by management to evaluate the business and provided to enhance the user’s overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company believes non-GAAP results provide useful information to investors as these non-GAAP results exclude certain benefits, expenses, gains and losses that the Company believes are not part of the Company's ongoing operations and not indicative of its core operating results.
These non-GAAP financial measures are some of the measurements management uses to assess the Company’s performance, allocate resources and plan for future periods. Reported non-GAAP results should only be considered as supplemental to results prepared in accordance with GAAP, and not considered as a substitute or replacement for, or superior to, GAAP results. These non-GAAP measures may differ from the non-GAAP measures reported by other companies in its industry.




SEAGATE TECHNOLOGY HOLDINGS PLC
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
(In millions, except per share amounts, gross margin and operating margin)
(Unaudited)
For the Three Months Ended
October 3, 2025 September 27, 2024
GAAP Gross Profit $ 1,037  $ 714 
Amortization of acquired intangible assets — 
Purchase order cancellation fees —  (1)
Share-based compensation 14  10 
Non-GAAP Gross Profit $ 1,054  $ 723 
GAAP Gross Margin 39.4% 32.9%
Non-GAAP Gross Margin 40.1% 33.3%
GAAP Operating Expenses $ 343  $ 311 
Acquisition-related charges (1) — 
Restructuring and other, net (13) (1)
Share-based compensation (38) (28)
Other charges —  (1)
Non-GAAP Operating Expenses $ 291  $ 281 
GAAP Income From Operations $ 694  $ 403 
Acquisition-related charges — 
Amortization of acquired intangible assets — 
Purchase order cancellation fees —  (1)
Restructuring and other, net 13 
Share-based compensation 52  38 
Other charges — 
Non-GAAP Income From Operations $ 763  $ 442 
GAAP Operating Margin 26.4% 18.6%
Non-GAAP Operating Margin 29.0% 20.4%







SEAGATE TECHNOLOGY HOLDINGS PLC
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
(In millions, except per share amounts, gross margin and operating margin)
(Unaudited)
For the Three Months Ended
October 3, 2025 September 27, 2024
GAAP Net Income $ 549  $ 305 
Acquisition-related charges — 
Amortization of acquired intangible assets — 
Net loss from debt transactions — 
Purchase order cancellation fees —  (1)
Restructuring and other, net 13 
Share-based compensation 52  38 
Strategic investment losses or impairment charges — 
Other charges — 
Income tax adjustments (41) (8)
Non-GAAP Net Income $ 583  $ 337 
GAAP Diluted Net Income Per Share $ 2.43  $ 1.41 
Acquisition-related charges —  — 
Amortization of acquired intangible assets 0.01  — 
Net loss from debt transactions 0.03  — 
Purchase order cancellation fees —  — 
Restructuring and other, net 0.06  — 
Share-based compensation 0.23  0.18 
Strategic investment losses or impairment charges —  — 
Other charges —  — 
Income tax adjustments (0.18) (0.04)
Non-GAAP diluted share count adjustments1 0.03  0.03 
Non-GAAP Diluted Net Income Per Share1
$ 2.61  $ 1.58 
Shares Used In Diluted Net Income Per Share Calculation
GAAP 226  216 
Non-GAAP diluted share count adjustments1
(3) (3)
Non-GAAP 223  213 
GAAP Net Cash Provided by Operating Activities $ 532  $ 95 
Acquisition of property, equipment and leasehold improvements (105) (68)
Free Cash Flow $ 427  $ 27 


1 For the three months ended October 3, 2025 and September 27, 2024, using the if-converted method, approximately 10 million and 3 million shares, respectively, are issuable upon conversion of our 2028 exchangeable senior notes. These dilutive effects are expected to be offset partially or in full by the capped call transactions and are excluded from non-GAAP shares used in diluted net income per share calculation.



SEAGATE TECHNOLOGY HOLDINGS PLC
RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES
(In millions)
(Unaudited)
For the Three Months Ended
October 3, 2025 June 27,
2025
March 28,
2025
December 27,
2024
Last Twelve Months
GAAP Net Income $ 549  $ 488  $ 340  $ 336  $ 1,713 
Depreciation and amortization 72  61  63  63  259 
Interest expense 80  75  77  84  316 
Interest income (7) (6) (4) (8) (25)
Income tax expense 65  15  14  98 
Non-GAAP EBITDA 759  622  491  489  2,361 
Acquisition-related charges — 
Net gain from business divestiture —  —  (8) —  (8)
Net loss from debt transactions —  13 
Purchase order cancellation fees —  (5) (3) —  (8)
Restructuring and other, net 13  16  20  50 
Share-based compensation 52  59  54  49  214 
Strategic investment losses or impairment charges —  —  —  52  52 
Non-GAAP Adjusted EBITDA $ 831  $ 697  $ 563  $ 591  $ 2,682 




The Company’s Non-GAAP measures are adjusted for the following items:
Acquisition-related charges
Acquisition-related charges are primarily related to transaction and integration costs. These expenses are excluded in the non-GAAP measures due to the inconsistency in amount and frequency, and they are not normal operating expenses or indicative of the Company's operating performance. Exclusion of these amounts provides a supplemental view of the Company's operating performance to investors to enable them to evaluate the Company's current operating performance compared to the past periods' operating performance.
Amortization of acquired intangible assets
The Company records expense from amortization of intangible assets that were acquired in connection with its business combinations over their estimated useful lives. Such charges are inconsistent in size and are significantly impacted by the timing and magnitude of the Company’s acquisitions. Consequently, the Company excludes these amounts to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods' operating performance.
Net gain from business divestiture
From time to time, the Company records net gains from the sale of businesses. These net gains are excluded in the non-GAAP measures because they are not indicative of the Company's operating performance. The Company excludes these amounts to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods' operating performance.
Net gain/loss from debt transactions
From time to time, the Company incurs gains, losses and fees from the early redemption and repurchase of certain long-term debt instruments and termination of related interest rate swap agreements. The amount of these charges may be inconsistent in size and varies depending on the timing of the early redemption of debt and/or termination of interest rate swap. The Company does not believe these are part of its normal operating performance. Exclusion of these amounts provides a supplemental view of the Company's operating performance to investors to enable them to evaluate the Company's current operating performance compared to the past periods' operating performance.
Purchase order cancellation fees
Purchase order cancellation fees are the costs incurred to cancel certain purchase commitments made with the Company's suppliers for component and equipment purchases that will not be received due to change in forecasted demand. These charges and subsequent credits received are inconsistent in amount and frequency. The Company does not believe these are part of its normal operating expenses. Exclusion of these amounts provides a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods’ operating performance.
Restructuring and other, net
Restructuring and other, net are costs associated with restructuring plans that are primarily related to costs associated with reduction in the Company’s workforce, exiting certain facilities, inventory write down related to discontinued product lines and other related costs, as well as charges or gains from sale of properties. These costs or benefits do not reflect the Company’s normal or ongoing operating performance and consequently the Company excludes these expenses to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods’ operating performance.
Share-based compensation
These expenses consist primarily of expenses for employee share-based compensation. Given the variety of equity awards used by companies, the varying methodologies for determining share-based compensation expense, the subjective assumptions involved in those determinations, and the volatility in valuations that can be driven by market conditions outside the Company’s control, the Company believes excluding share-based compensation expense enhances the ability of management and investors to understand and assess the underlying performance of its business over time and compare it against the Company’s peers, a majority of whom also exclude share-based compensation expense from their non-GAAP results.
Strategic investment gains, losses and impairment charges
From time to time, the Company incurs gains, losses or impairment charges from strategic investments that are measured and accounted at fair value, under the equity method of accounting, as available-for-sale debt securities or adjust for downward or upward adjustments to the carrying value under the measurement alternative if an impairment or observable price adjustment is recognized in the current period that are not considered normal operating expenses or gains. The resulting expense, gain or impairment loss is inconsistent in amount and frequency and the Company excludes these amounts to provide a supplemental view to investors to evaluate the Company's current operating performance compared to the past periods’ operating performance.



Other charges
The other charges primarily include IT transformation costs. These charges are inconsistent in amount and frequency and are excluded to provide a supplemental view to investors to evaluate the Company's current operating performance compared to past periods’ operating performance.
Income tax adjustments
Seagate utilizes a projected annual non-GAAP income tax rate to determine its non-GAAP income taxes. The annual non-GAAP tax rate is based on considerations such as its current tax structure, projected tax positions and impacts from key legislation implemented in various jurisdictions but excludes the tax effects of pre-tax non-GAAP adjustments and other significant non-recurring income tax items. The Company believes applying the non-GAAP tax rate provides consistency across the interim reporting periods and reduces the effects of items not directly related to its operating structure that can vary in size and frequency. The non-GAAP income tax rate could be subject to change for a variety of reasons, including significant changes in tax laws. The Company will re-evaluate periodically its non-GAAP tax rate and may adjust as appropriate. For fiscal year 2026, the Company uses a projected non-GAAP income tax rate of 15.5%.
Non-GAAP diluted share count adjustments
Using the if-converted method, diluted net income per share is calculated assuming that the excess value above the principal of the 2028 exchangeable notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive. Non-GAAP shares used in diluted net income per share calculation excluded certain dilutive shares, which are expected to be offset partially or in full by the capped call transactions entered by the Company in conjunction with our 2028 exchangeable senior notes in order to reduce the potential dilution to the Company’s ordinary shares
upon the conversion.
Free cash flow
Free cash flow is a non-GAAP measure defined as net cash provided by operating activities less acquisition of property, equipment and leasehold improvements. Free cash flow does not reflect non-cash items, net cash used or provided by financing activities and net cash used or provided by investing activities, other than acquisition of property, equipment and leasehold improvements. This non-GAAP financial measure is used by management to assess the Company's sources of liquidity, capital structure and operating performance.
EBITDA, adjusted EBITDA and last twelve months (LTM) adjusted EBITDA
EBITDA is defined as net income (loss) before income tax expense, interest expense, interest income, depreciation and amortization. Adjusted EBITDA excludes certain expenses, gains and losses that the Company believes are not indicative of its core operating results. These adjustments primarily include impairment and other charges related to cost saving efforts, net loss (gain) from debt transactions, net gain from termination of interest rate swap, net gain from business divestiture, purchase order cancellation fees, restructuring and other, net, share-based compensation, strategic investment losses or impairment charges, other extraordinary charges such as factory underutilization charges. LTM adjusted EBITDA is defined as the total of last twelve months adjusted EBITDA. These non-GAAP financial measures are used by management to evaluate the Company’s debt portfolio and structure to comply with its financial debt covenants.