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Technology · Computer Storage · Nasdaq

STXSeagate Technology

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The 10-K against last year's

79 changes: 7 added, 19 removed, 52 reworded, 1 quiet changes

10-K Aug 4, 2026 vs Aug 1, 2025
Risk FactorsRedline ↓
9.6%
of the text changed · 14,971 words now
MD&ARedline ↓
21.5%
of the text changed · 4,287 words now
Legal ProceedingsRedline ↓
10.2%
of the text changed · 1,500 words now
Accounting PoliciesRedline ↓
12.9%
of the text changed · 3,902 words now

10-K 0001137789-26-000159 (2026-08-04) vs 10-K 0001137789-25-000157 (2025-08-01)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Legal Proceedings 132 words changed in this paragraph; it is 62% similar to last year's version.
In re Seagate Technology Holdings plc Securities Litigation. On July 10, 2023 and July 26, 2023, two securities class action lawsuits were filed in the U.S. District Court for the Northern District of California against Seagate Technology Holdings plc, Dr. William D. Mosley, and Gianluca Romano. The cases were consolidated on September 25, 2023. On September 12, 2024, the plaintiffs filed the currently operative complaint, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and a class period between September 14, 2020 and April 19, 2023, inclusive. On April 3, 2026, the parties agreed to a settlement in principle to resolve the matter for a total amount of $175 million, approximately $70 million of which will be paid by the Company’s insurers. The operative complaint seeks unspecified monetary damages and other relief. On May 12, 2025, the Court granted in part and denied in part the defendants’ motion to dismiss the operative complaint. On June 9, 2025, the defendants moved to certify the May 12, 2025 order for interlocutory appeal. parties have since executed a stipulation of settlement. The Company believes that recorded a charge of $105 million which was included in Legal settlement in its Consolidated Statements of Operations and Comprehensive Income. On July 7, 2026, the asserted claims are without merit court granted preliminary approval of the settlement, and intends to vigorously defend the case. a final approval hearing will be held on November 17, 2026.

Source: Item 3, via Note 12 – Legal, Environmental and Other Contingencies, 10-K 0001137789-26-000159 vs Item 3, via Note 13 – Legal, Environmental and Other Contingencies, 10-K 0001137789-25-000157

MD&A 116 words changed in this paragraph; it is 46% similar to last year's version.
During fiscal year 2025, we experienced a significant increase in demand for our high capacity nearline drives primarily from cloud customers. At the same time, we have continued to operate in a dynamic the macroeconomic environment remains dynamic, marked by rapid shifts in heightened geopolitical uncertainty and evolving trade policies and increasing geopolitical tensions. policies. These factors may impact our business and results of operations. We will continue to monitor the situation and assess plans to mitigate future risk to the business. Over However, we believe the structural changes that we have made to the business, including executing our pricing strategy and maintaining supply discipline, together with the long-term customer engagements we expect have in place provide greater visibility into future demand trends. We believe our hard drive storage business will continue to benefit from future growth in growing demand for data demand creation, retention and data value, including utilization supported by the increasing value organizations derive from the adoption of Generative AI applications. their data.

Source: Item 7, 10-K 0001137789-26-000159 vs Item 7, 10-K 0001137789-25-000157

Risk Factors 113 words changed in this paragraph; it is 78% similar to last year's version.
Our manufacturing process requires us to make significant product-specific investments in inventory for production at least three to six months in advance. As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may never materialize or that may be substantially lower than expected. expected, particularly in our data center markets where customer ordering patterns may shift rapidly in response to changes in cloud capital spending, the timing of hyperscale deployments, our customers’ capital expenditure budgets and the pace of their AI-related infrastructure investments, and the timing of our customers’ monetization of their AI investments. Because we must also make decisions regarding manufacturing capacity and related investments well in advance of anticipated demand, forecasting errors may result in either excess capacity and associated underutilization costs or insufficient capacity to meet customer demand on a timely basis, either of which could adversely affect our business, financial condition and results of operations. In addition, because of our vertical design and manufacturing strategy, operations have significant fixed costs that are difficult to reduce in the short-term, including our costs relating to utilization of existing facilities and equipment. If we fail to forecast demand accurately or if there is a partial or complete reduction in long term demand for our products, we may also experience excess and obsolescence of inventory, higher inventory carrying costs, factory underutilization charges and manufacturing rework costs, which have resulted in and could in the future result in material and adverse effects on our financial condition and results of operations. For example, due to customer inventory adjustments, we have in the past experienced, and may in the future experience, a slowdown in demand for our products, particularly in the mass capacity markets. data center market. These reductions in demand have required us to significantly reduce manufacturing production plans and recognize factory underutilization charges in fiscal years 2024 and 2023.

Source: Item 1A, 10-K 0001137789-26-000159 vs Item 1A, 10-K 0001137789-25-000157

Accounting Policies 106 words changed in this paragraph; it is 35% similar to last year's version.
In November 2023, 2024, the FASB issued ASU 2023-07 2024-04 (ASC Topic 280), Improvements to Reportable Segment Disclosures. Subtopic 470-20), Induced Conversions of Convertible Debt Instruments. This ASU improves reportable segment disclosure clarifies the requirements primarily through enhanced disclosures about significant segment expenses. for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company adopted the disclosure requirement for its annual reporting guidance on a prospective basis in fiscal year 2025 2026 and is required applied the amendments in the ASU to adopt the guidance for interim period reporting beginning exchanges of the first quarter of fiscal year 2026 on a retrospective basis. 2028 Notes. Refer to “Note 15. Business Segment and Geographic Information”. 4. Debt”.

Source: Item 8, Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001137789-26-000159 vs Item 8, Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001137789-25-000157

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of STX's Risk Factors and MD&A, 10-K 2026-08-04 against 10-K 2025-08-01. Each links to the text at sec.gov.

All 79 Added 7Removed 19Reworded 52Quiet changes 1
RemovedRisk Factors
•We could suffer a loss of revenue and increased costs, exposure to significant liability including legal and regulatory consequences, reputational harm and other serious negative consequences in the event of cyber-attacks, ransomware or other cyber security breaches or incidents that disrupt our operations, cause widespread outages, and/or result in unauthorized access to, or the loss, corruption, unavailability or dissemination of proprietary or confidential information of our customers or about us or other third parties.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
We are dependent on our long-term investments to manufacture adequate products. Our investment decisions in adding new manufacturing capacity require significant planning and lead time, and a failure to accurately forecast demand for our products could cause us to over-invest or under-invest, which would lead to excess capacity, underutilization charges, or impairments.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
We could suffer a loss of revenue and increased costs, exposure to significant liability including legal and regulatory consequences, reputational harm and other serious negative consequences in the event of cyber-attacks, ransomware or other cyber security breaches or incidents that disrupt our operations, cause widespread outages, and/or result in unauthorized access to, or the loss, corruption, unavailability or dissemination of proprietary or confidential information of our customers or about us or other third parties.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
Our operations are dependent upon our ability to protect our digital infrastructure and data. We manage, store and otherwise process various proprietary information and sensitive or confidential data relating to our operations, as well as to our customers, suppliers, employees and other third parties, and we store subscribers’ data on Lyve, our edge-to-cloud mass storage platform. As our operations become more automated and increasingly interdependent and our edge-to-cloud mass storage platform service grows, our exposure to the risks posed by storage, transfer, maintenance and other processing of data, such as damage, corruption, loss, unavailability, unauthorized acquisition and other processing, and other security risks, including risks of disruptions to our platform or security breaches, widespread outages and/or other incidents impacting our digital infrastructure and data, will continue to increase.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
Despite the measures we and our vendors put in place designed to protect our computer equipment, data and systems, our customers, suppliers, employees or other third parties have been and may continue to be vulnerable to phishing and other forms of social engineering attacks, employee or contractor error, hacking, cyberattacks, ransomware and other malware, malfeasance, system error or other irregularities or incidents, including from attacks or breaches and incidents at third party vendors we utilize. In addition, the measures we and our vendors take may not be sufficient for all eventualities. Threat actors are increasingly using tools and techniques that circumvent controls, evade detection, and remove forensic evidence, which means that we and others may be unable to anticipate, detect, deflect, contain or recover from cyberattacks in a timely or effective manner. As AI capabilities improve and are increasingly adopted, we may be subject to cyberattacks created and/or augmented with AI. For example, attacks could be crafted with an AI tool to attack information systems by creating more effective phishing emails or social engineering or by exploiting vulnerabilities in electronic security programs utilizing false image or voice recognition, or could result from us or our customers, vendors or business partners incorporating the output of AI tools, such as malicious code from an AI-generated source code. Our network and storage applications, as well as those of our customers, business partners, and third-party providers, have been and may in the future be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions. Additionally, there have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our suppliers’ or other vendors’ systems, networks, or other components or infrastructure have not been compromised or do not contain exploitable defects, bugs or vulnerabilities. We anticipate that these threats will continue to grow in scope and complexity over time due to the development and deployment of increasingly advanced tools and techniques.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
We and our vendors may be unable to anticipate or prevent these attacks and other threats, react in a timely manner, or implement adequate preventive measures, and we and they may face delays in detection or remediation of, or other responses to, security breaches and other security-related incidents. The costs of eliminating or addressing security problems and security vulnerabilities before or after a security breach or incident may be significant. Certain legacy IT systems may not be easily remediated, and our disaster recovery planning may not be sufficient for all eventualities. Our remediation and other aspects of our efforts to address any attack, compromise, breach or incident may not be successful and could result in interruptions, delays or cessation of service. Security breaches or incidents and unauthorized access to, or loss, corruption, unavailability, or processing of data we and our vendors maintain or otherwise process has exposed us and could expose us, or our vendors, customers or other third parties to a risk of loss or misuse of this data. Any actual or perceived breach incident could result in litigation or governmental investigations, fines, penalties, indemnity obligations and other potential liability and costs for us, materially damage our brand, cause us to lose existing or potential customers, impede critical functions or otherwise materially harm our business, results of operations and financial condition.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
Additionally, defending against claims, litigation or regulatory inquiries or proceedings relating to any actual or potential security breach or other security incident, regardless of merit, could be costly and divert attention of key personnel. We cannot ensure that any provisions in our contracts with customers or others relating to limitations of liability would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any claim. The insurance coverage we maintain that is intended to address certain data security risks may be insufficient to cover all types of claims or losses that may arise and has been increasing in price over time. We cannot be certain that insurance coverage will continue to be available to us on economically reasonable terms, or at all.

Read it in 10-K 2025-08-01 at sec.gov ↗

Show the other 11
RemovedRisk Factors
There can be no assurance that our cybersecurity management program and processes, including our policies, controls or procedures, will be implemented consistently, complied with or effective in protecting our systems and information.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
We have invested and will continue to invest in and implement modifications and upgrades to our IT systems and procedures, including making changes to legacy systems or acquiring new systems with new functionality, and building new policies, procedures, training programs and monitoring tools.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedRisk Factors
The implementation and maintenance of our global enterprise resource planning system (“ERP”) has required and will continue to require significant investment of human and financial resources. The ERP is designed to efficiently maintain our financial records and provide information important to the operation of our business to our management team. In implementing, maintaining and upgrading the ERP, we may experience significant increases to inherent costs and risks associated with changing and acquiring these systems, policies, procedures and monitoring tools, including capital expenditures, additional operating expenses, demands on management time and other risks and costs of delays or difficulties in transitioning to or integrating new systems policies, procedures or monitoring tools into our current systems. Any significant disruption or deficiency in the design, implementation and maintenance of the ERP may adversely affect our ability to process orders, ship product, send invoices and track payments, fulfill contractual obligations, maintain effective disclosure controls and internal control over financial reporting or otherwise operate our business. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, difficulties with implementing and maintaining new technology systems, such as ERP, delays in our timeline for planned improvements, significant system failures or our inability to successfully modify our IT systems, policies, procedures or monitoring tools to respond to changes in our business needs in the past have caused and in the future may cause disruptions in our business operations, increase security risks, and may have a material and adverse effect on our business, financial condition and results of operations.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedMD&A
For fiscal year 2025, gross margin increased by 12 percentage points compared to the prior fiscal year primarily driven by favorable product mix and pricing actions undertaken by the Company, a decrease of $96 million of supply related purchase order cancellation fees, as well as $160 million of factory underutilization charges and $13 million of accelerated depreciation expense for certain capital equipment that did not recur in fiscal year 2025, partially offset by $13 million of restructuring costs related to an inventory write down due to a discontinued product line in the fiscal year 2025.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedMD&A
On July 4, 2025 the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others implemented through fiscal year 2028. We are currently assessing its impact on our consolidated financial statements.

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedMD&A
•an increase of $243 million in other assets and liabilities, primarily related to the restructuring of pre-existing purchase agreements as a result of the sale of SoC operations;

Read it in 10-K 2025-08-01 at sec.gov ↗

RemovedMD&A
During the fiscal year ended June 27, 2025, we made cash payments of $14 million, primarily related to workforce reduction costs under our restructuring plans.

Read it in 10-K 2025-08-01 at sec.gov ↗

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