SEAGATE TECHNOLOGY HOLDINGS PLC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Filer (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

On November 8, 2022, Seagate Technology Holdings public limited company (the “Company”) and its subsidiary Seagate Cayman hard drive (the “Borrower”) has entered into the Seventh Amendment (the “Amendment”) to the Credit Agreement, dated
February 20, 2019, by and between the Company, the Borrower, the lenders parties thereto and The Bank of Nova Scotia, as administrative agent (as amended from time to time, the “Credit Agreement”). The amendment amended the credit agreement to, among other things, increase the maximum permitted aggregate leverage ratio that the company must meet during the covenant relief period and prohibit the company from continuing to use the additional facility (i.e. the borrower’s ability to establish additional loan commitments or additional term loan commitments of up to $100.0 million aggregate, as set forth in the Sixth Amendment to the Credit Agreement) during the Commitment Relief Period. The maximum permitted aggregate leverage ratio is 5.0 to 1.0 as of the fiscal quarter ending December 30, 2022, with periodic reductions, and returning to a maximum permitted leverage ratio of 4.0 to 1.0 for any fiscal quarter ending at any time other than during the covenant relief period. The commitment relief period began on the effective date of the Amendment and ends on June 28, 2024, unless terminated early by the Company in accordance with the Credit Agreement. The other important terms of the credit agreement remain unchanged.

Certain of the lenders under the Credit Agreement and their affiliates have engaged, and may engage in the future, in investment banking and other commercial transactions in the ordinary course of business with the borrower or its affiliates. They have received, or may in the future receive, customary fees and commissions for such transactions.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under

an off-balance sheet arrangement of a registrant.

The information set out in Section 1.01 is incorporated by reference into this Section 2.03.

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