EVP, COLO Schultz John F sold $1,960,012 worth of shares (84,676 units at $23.15), was granted 177,214 shares, covered exercise/tax liability with 96,053 shares and exercised 70,888 shares at a strike of $23.33, increasing direct ownership by 25% to 338,685 units (SEC Form 4)
$HPE
Retail: Computer Software & Peripheral Equipment
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Common Stock | 12/06/2025 | A | 83,206(2) | A | $23.33 | 354,518.475(1) | D | |||
| Common Stock | 12/06/2025 | F | 32,743 | D | $23.33 | 321,775.475 | D | |||
| Common Stock | 12/06/2025 | A | 94,008(3) | A | $23.33 | 415,783.475 | D | |||
| Common Stock | 12/06/2025 | F | 36,993 | D | $23.33 | 378,790.475 | D | |||
| Common Stock | 12/07/2025 | M | 70,888 | A | $23.33 | 449,678.475 | D | |||
| Common Stock | 12/07/2025 | F | 26,317 | D | $23.33 | 423,361.475 | D | |||
| Common Stock | 12/08/2025 | S | 84,676 | D | $23.1472(4) | 338,685.475 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Units | (5) | 01/16/2025 | A | 1,643.7648(6) | (6) | (6) | Common Stock | 1,643.7648 | (6) | 68,470.7648 | D | ||||
| Restricted Stock Units | (5) | 12/07/2025 | M | 70,888(7)(8) | (7)(8) | (7)(8) | Common Stock | 70,888 | (7)(8) | 70,887 | D | ||||
| Restricted Stock Units | (5) | 01/16/2025 | A | 4,507.6055(9) | (9) | (9) | Common Stock | 4,507.6055 | (9) | 177,592.6055 | D | ||||
| Explanation of Responses: |
| 1. The total beneficial ownership includes 519.1797 shares at $15.4090 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/30/25 with respect to shares held under the ESPP, and 344.8442 shares at $23.1990 per share acquired under the ESPP on 10/31/25 with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of dividends paid in shares for 3.8030 shares at $23.0276 per share received on 01/17/25; 6.0670 shares at $14.8186 per share received on 04/22/25; 4.3510 shares at $20.8409 per share received on 07/18/25; and 3.9630 shares at $23.0276 per share received on 10/31/25. |
| 2. On 12/08/22 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock. |
| 3. On 12/07/23 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock. |
| 4. The price in Column 4 is a weighted average price. The prices ranged from $23.050 to $23.235. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, information regarding the number of shares at each price within the range. |
| 5. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
| 6. As previously reported, on 12/08/22, the reporting person was granted 199,509 restricted stock units ("RSUs"), 66,503 of which vested on 12/08/23, 63,118 of which vested on 12/08/24 and 63,118 of which will vest on 12/08/25. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 350.5058 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25; 541.9643 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25; 393.9193 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25; and 357.3754 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25. |
| 7. As previously reported, on 12/07/23, the reporting person was granted 209,367 RSUs, 69,789 of which vested on 12/07/24, 67,185 of which vested on 12/07/25, and 67,186 of which will vest on 12/07/26. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 746.1867 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25; 1,153.7801 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25; 838.6092 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25; and 760.8114 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25. |
| 8. The number of derivative securities in column 5 reflects RSUs that vested, and 3,703 vested dividend equivalent rights, and a rounded portion of the dividend equivalent rights credited to the reporting person's account are reflected in column 9. |
| 9. As previously reported, on 12/09/24, the reporting person was granted 173,085 RSUs, 57,695 of which will vest on each of 12/09/25, 12/09/26 and 12/09/27. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 961.1726 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25; 1,486.1988 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25; 1,080.2232 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25; and 980.0109 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25. |
| Remarks: |
| The reported transaction occurred pursuant to a trading plan adopted on 03/24/25. |
| Ki Hoon Kim as Attorney-in-Fact for John F. Schultz | 12/09/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||