Sec Form 4 Filing - Romano Gianluca @ Seagate Technology Holdings plc - 2022-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Romano Gianluca 2. Issuer Name and Ticker or Trading Symbol Seagate Technology Holdings plc [ STX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) SEAGATE TECHNOLOGY HOLDINGS PLC, 47488 KATO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2022 (Street) FREMONT, CA94538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 02/22/2022 M 11,997( 1 ) A $ 45.89 31,388 D Ordinary Shares 02/22/2022 M 4,467( 1 ) A $ 54.78 35,855 D Ordinary Shares 02/22/2022 M 4,031( 1 ) A $ 46.23 39,886 D Ordinary Shares 02/22/2022 S 16,490( 1 ) D $ 107.2593( 2 ) 23,396 D Ordinary Shares 02/22/2022 S 4,005( 1 ) D $ 107.7873( 3 ) 19,391 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares NQ Options $ 45.89 02/22/2022 M 11,997 02/20/2020( 4 ) 02/20/2026 Ordinary Shares 11,997 $ 0 28,791 D NQ Options $ 54.78 02/22/2022 M 4,467 09/09/2020( 5 ) 09/09/2026( 5 ) Ordinary Shares 4,467 $ 0 16,979 D NQ Options $ 46.23 02/22/2022 M 4,031 09/09/2021( 6 ) 09/09/2027( 6 ) Ordinary Shares 4,031 $ 0 24,994 D Restricted Share Unit ( 7 ) 02/22/2022 A 56,170 ( 8 ) 02/22/2026 Ordinary Shares 56,170 $ 0 56,170 D Restricted Share Unit ( 7 ) 02/22/2022 A 18,725 ( 9 ) 02/22/2023 Ordinary Shares 18,725 $ 0 18,725 D Performance-Based Restricted Share Units ( 10 ) 02/22/2022 A 18,725 02/22/2025( 10 ) 02/22/2025 Ordinary Shares 18,725 $ 0 37,450 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Romano Gianluca SEAGATE TECHNOLOGY HOLDINGS PLC 47488 KATO ROAD FREMONT, CA94538 EVP & CFO Signatures /s/ Jamie Amentler, Attorney-in-Fact for Gianluca Romano 02/24/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option exercises and sales of Ordinary Shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. ( 2 )These Ordinary Shares were sold in multiple trades at prices ranging from $106.64 to $107.62. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 3 )These Ordinary Shares were sold in multiple trades at prices ranging from $107.65 to $108.02. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. ( 4 )Options granted to the Reporting Person under the Seagate Technology Holdings plc 2012 Equity Incentive Plan (the "2012 Plan") are subject to a four-year vesting schedule. One quarter of the options vested on February 20, 2020. Subject to continuous employment, the remaining options vest in equal monthly installments over the 36 months following February 20, 2020. ( 5 )Options granted to the Reporting Person under the 2012 Plan are subject to a four-year vesting schedule. One quarter of the options vested on September 9, 2020. Subject to continuous employment, the remaining options vest in equal monthly installments over the 36 months following September 9, 2020. ( 6 )Options granted to the Reporting Person under the 2012 Plan are subject to a four-year vesting schedule. One quarter of the options vested on September 9, 2021. Subject to continuous employment, the remaining options vest in equal monthly installments over the 36 months following September 9, 2021. ( 7 )Each restricted share unit ("RSU") represents a contingent right to receive one Ordinary Share of the Issuer. ( 8 )Consists of a grant of RSUs awarded to the Reporting Person under the Seagate Technology Holdings plc 2022 Equity Incentive Plan (the "2022 Plan"). Subject to the Reporting Person's continuous employment, such RSUs vest as to one-quarter of the shares on February 22, 2023, and each one year anniversary thereafter. ( 9 )Consists of a grant of RSUs awarded to the Reporting Person under the 2022 Plan. Subject to the Reporting Person's continuous employment, 100% of such RSUs will vest on the first anniversary of the grant date, February 22, 2023. ( 10 )Each performance-based restricted share unit ("PSU") represents a contingent right to receive one Ordinary Share. The PSUs shall vest on the date that is the later of (i) the written certification by the Compensation Committee of the level of achievement of the performance goal, and (ii) the three (3) year anniversary of the date of grant, based on the extent to which the closing price of a Company Ordinary Share meets or exceeds one of the 30-day share price targets set forth in the PSU award agreement at any time during the 3-year performance period beginning on February 22, 2022 and extending through February 22, 2025, subject to the Reporting Person's continuous employment. The ultimate number of Ordinary Shares to be earned will be determined at the end of the 3-year performance period and could range from 0% to 200% of the target number of PSUs granted to the Reporting Person.

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