The Employee Stock Purchase Plan, or ESPP, is a program that allows you to share in Seagate’s long-term success. Through payroll deductions, you can purchase Seagate ordinary shares at a minimum of a 15% discount based on the lower price at the start or end of the offering period. Seagate offers this discount to help you build equity ownership in the company.   

IMPORTANT NOTE – like any equity ownership, there is risk associated with purchasing the company’s shares. The value of the shares will fluctuate, and there is no guarantee the value will increase. The company cannot provide guidance to help employees in their decisions regarding their ESPP participation.

Seagate employees can contribute between 1% and 10% of eligible earnings (in whole percentages) via payroll deductions over six-month Offering Periods. At the end of each period, these contributions are used to purchase shares at the lower of 15% of the closing price on the Offering Date or Purchase Date. Shares are deposited into your E*TRADE account, and your elections automatically continue unless you withdraw or leave Seagate.

ESPP Offering Periods run for six months, starting on the first trading day in February and August, and ending on the last trading day in July and January, respectively. For example:  

Offering period

First: February–July

Second: August–January

Seagate employees in most locations may participate in the ESPP if they are hired and start employment during or prior to the first week of an Open Enrollment Period. This includes full-time, part-time, and intern employees, as well as those on a leave of absence. Generally, contractor workers are not eligible.

Eligible compensation for ESPP contributions includes base salary and commissions. The ESPP percentage is applied to earnings to ensure equitable delivery to participants globally.

The discounted purchase price under ESPP is set at the end of each six-month Offering Period. It is the lesser of:

• 15% off of the closing price of Seagate shares on the Offering Date

• 15% off of the closing price on the Purchase Date

This means you always get the lowest price between the start and end of the period, with the 15% discount applied.

The exchange rate used to convert foreign currencies into U.S. dollars for ESPP purchases is Seagate's Treasury Foreign Exchange Period End Rate report for the month prior to the Purchase Date. This ensures consistency and transparency in currency conversion for all participants.

• Individual limits: 
  • $25,000 in share value per calendar year (based on the Fair Market Value on the Offering Date)
  • Maximum of 1,000 shares per Purchase Period 

• Company-wide limit: 
  • 1,500,000 total shares can be purchased each six-month Purchase Period. If this limit is exceeded, shares are prorated among participants and any unused payroll deductions are refunded. 

After each Purchase Date, you can view the number of shares purchased and the purchase price in the ESPP section of your E*TRADE Stock Plan account at https://www.etrade.com/. This information is typically available on the next trading day following the Purchase Date.

E*TRADE wire and administrative fees for eligible transactions have been waived, including ESPP and all equity transactions. In the U.S., wire fees will still apply; however, employees may use E*TRADE's "Transfer Money" service free of charge. SEC fees and any fees charged by receiving or intermediary banks will still apply.

Beginning with the January 31, 2027 purchase, fractional shares allow employees to purchase less than a whole share of Seagate stock, so every contribution to the ESPP is invested directly in company ownership.

You can generally sell your ESPP shares about one trading day after the Purchase Date. Shares are accessible through your E*TRADE Stock Plan account at https://www.etrade.com/. You may sell, gift, or transfer shares at your discretion, provided you are not in possession of material nonpublic ("inside") information. Corporate officers must obtain prior written approval before selling. For details, review Seagate's 11-1700 Insider Trading Policy.

To qualify for preferential tax treatment under Section 423, you must hold your shares for at least one year from the purchase date and two years from the offering date.

To confirm which purchases would be qualifying dispositions upon sale, refer to the Employee Stock Purchase Plan section of your E*TRADE Stock Plan account; click on each purchase record to view the expected disposition type.

Before selling, ensure your E*TRADE Stock Plan account is set up and that you have completed the required tax form: Form W-9 for U.S. employees or Form W-8BEN for non-U.S. employees. Follow E*TRADE’s online instructions. If you have already completed the form in the past three years, you may not need to submit it again. Not completing the Form W-8BEN will result in backup tax withholding.

E*TRADE wire and administrative fees for eligible transactions have been waived, including ESPP and all equity transactions. In the U.S., wire fees will still apply; however, employees may use E*TRADE's "Transfer Money" service free of charge. SEC fees and any fees charged by receiving or intermediary banks will still apply.

Yes, blackout periods occur quarterly with the release of financial results, but only apply to Officers, Board members, and designated employees with access to insider information. Most employees are not affected. Your ability to sell shares is subject to Seagate's 11-1700 Insider Trading Policy.

After leaving Seagate, you can access your ESPP shares by logging into E*TRADE’s website under Stock Plans. If you do not have an E*TRADE account, one will be created for you, and instructions will be sent to your home address. Keep your mailing address current with Seagate to ensure you receive all necessary information.

You can withdraw from ESPP by logging into E*TRADE’s website and following the prompts to withdraw and your accumulated payroll deductions will be refunded as soon as administratively feasible. Withdrawal deadlines are generally about four weeks prior to the end of each Offering Period. 

No, suspending deductions is not currently available. The only option is to withdraw from ESPP. If you withdraw, your accumulated contributions for that period will be returned to you. To resume participation, you can re-enroll during an Open Enrollment Period.

If you go on a leave of absence, you can continue participating in ESPP as long as you receive a Seagate paycheck. Payroll deductions will resume once you return to work. If you leave the company, any accumulated payroll deductions not used to purchase shares will be refunded to you as soon as administratively feasible.

You can access your ESPP shares by logging into your E*TRADE Stock Plan account at https://www.etrade.com/ under Stock Plan. If you do not have an account, E*TRADE will create one for you and send instructions before your first Purchase Date. Make sure your mailing address is current with Seagate to receive notifications. For employees planning to sell shares, you may need to complete a Form W-8BEN (non-U.S.) or Form W-9 (U.S.).

Yes, after your shares are purchased and deposited into your E*TRADE Stock Plan account, you can transfer them to another broker of your choice.

U.S. employees should be aware that transferring shares does not impact the Section 423 holding requirements; the one-year (purchase date) and two-year (offering date) holding periods still apply regardless of which brokerage holds the shares.

Yes, after your shares are purchased and deposited into your E*TRADE Stock Plan account, you can transfer them to another broker of your choice.

U.S. employees should be aware that transferring shares does not impact the Section 423 holding requirements; the one-year (purchase date) and two-year (offering date) holding periods still apply regardless of which brokerage holds the shares.

E*TRADE does not charge fees for ESPP transactions.

You can find E*TRADE’s Customer Support team at +1-800-838-0908. Additional contact phone numbers for participants outside the U.S. are listed here.

Yes, if you are a U.S. participant, you can designate a beneficiary for your equity account. This allows you to specify who should receive your equity awards in the event of your death. You can manage your beneficiary designations directly through E*TRADE.

Participants residing outside the U.S. are currently not able to designate a beneficiary due to local legal and regulatory considerations; however, E*TRADE provides this resource. We recommend that non-U.S. participants consult with their local legal or financial advisor regarding estate planning options. This limitation is set by E*TRADE based on jurisdictional requirements, not by Seagate.

If an employee passes away while employed at Seagate, any outstanding equity awards will be transferred to their legal heirs or estate in accordance with applicable laws.

Yes, selling ESPP shares can have tax implications. See Tax Information by country for more information. It is recommended to consult a tax professional to understand your specific tax situation before selling any shares acquired under the Plan.

W-2 Tax Information

Seagate reports both qualifying and disqualifying ESPP disposition income on employee W-2s. The amount included in your wages appears as “ESPSK” in Box 1. If you sell ESPP shares before meeting the Section 423 holding requirements (a disqualifying disposition), the compensation reported on your W-2 generally equals the fair market value on the purchase date minus your purchase price. Any additional gain or loss is reported by you as capital gain or loss using the FMV at purchase as your cost basis, and you will receive a Form 1099-B from your broker.

If you sell ESPP shares after meeting the required holding periods (a qualifying disposition), a portion of the gain is still reported as compensation on your W-2, equal to the lower of: the sale price minus your purchase price, or 15% of the fair market value on the first day of the offering period. Any remaining gain or loss is treated as capital gain or loss on your tax return. 

A “Statement of Taxable Income – Stock Purchase” will be mailed to you each year to help reconcile the income reported on your W-2.

Form 3922

Seagate mails IRS Form 3922 to all U.S. employees who purchase shares through the Employee Stock Purchase Plan (ESPP) during the calendar year. This form is sent to your home address by January 31 of the following year. Form 3922 is an informational statement required to be filed with the IRS and provided to you for your tax records. It includes details such as the purchase date, number of shares purchased, purchase price, fair market value on the purchase date, and other required information.

You are not required to file Form 3922 with your tax return. The form does not indicate whether you have sold your shares; generally, tax liability for U.S. participants occurs when the shares are sold, which is reported on Form 1099-B in the year of the sale.

U.S. Tax FAQ

Tax information provided to Seagate by Global Intelligence is available here.