| 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) 09/11/2026 | ||||||||||||||||||||||||||
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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 | 05/01/2026 | G | 1,682,393(1) | D | $0 | 4,936 | D | |||
| Common Stock | 05/01/2026 | G | 1,682,393(2) | A | $0 | 1,682,393 | I | Revocable Trust | ||
| Common Stock | 09/11/2026 | S | 250,000 | D | $60.442(3) | 1,432,393 | I | Revocable Trust | ||
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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 | (4) | 04/23/2026 | A | 1,291.3995(5) | (5) | (5) | Common Stock | 1,291.3995 | (5) | 170,379.8807 | D | ||||
| Restricted Stock Units | (4) | 04/23/2026 | A | 2,122.4995(6) | (6) | (6) | Common Stock | 2,122.4995 | (6) | 272,688.1826 | D | ||||
| Restricted Stock Units | (4) | 04/23/2026 | A | 3,419.8185(7) | (7) | (7) | Common Stock | 3,419.8185 | (7) | 427,953.8347 | D | ||||
| Explanation of Responses: |
| 1. The total direct beneficial ownership reflects a decrease of 1,682,393 shares due to transfer of the shares into the Antonio Neri Revocable Trust, Antonio F. Neri as Trustee at JP Morgan Chase on 05/01/26. |
| 2. The total indirect beneficial ownership reflects an increase of 1,682,393 shares due to transfer of the shares previously reported as being held directly by the reporting person into the Antonio Neri Revocable Trust, Antonio F. Neri as Trustee at JP Morgan Chase on 05/01/26. |
| 3. The price in Column 4 is a weighted average price. The prices ranged from $60.00 to $61.08. 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. |
| 4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
| 5. As previously reported, on 12/07/23, the reporting person was granted 496,278 restricted stock units ("RSUs"), 165,426 of which vested on 12/07/24, 159,255 of which vested on 12/07/25, and 159,255 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 812.5255 dividend equivalent rights at $27.93 per RSU credited to the reporting person's account on 04/23/26, and 478.8740 dividend equivalent rights at $47.39 per RSU credited to the reporting person's account on 07/15/26. |
| 6. As previously reported, on 12/09/24, the reporting person was granted 407,832 RSUs, 135,944 of which vested on 12/09/25, and 130,873 of which will vest on each of 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 1,335.4388 dividend equivalent rights at $27.93 per RSU credited to the reporting person's account on 04/23/26, and 787.0607 dividend equivalent rights at $47.39 per RSU credited to the reporting person's account on 07/15/26. |
| 7. As previously reported, on 12/08/25, the reporting person was granted 421,731 RSUs, 140,577 of which will vest on each of 12/08/26, 12/08/27 and 12/08/28. 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 2,151.6888 dividend equivalent rights at $27.93 per RSU credited to the reporting person's account on 04/23/26, and 1,268.1297 dividend equivalent rights at $47.39 per RSU credited to the reporting person's account on 07/15/26. |
| Remarks: |
| The reported transaction occurred pursuant to a trading plan adopted on 06/04/26 by the Antonio Neri Revocable Trust, Antonio F. Neri as Trustee. |
| Ki Hoon Kim as Attorney-in-Fact for Antonio F. Neri | 09/15/2026 | |
| ** 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. | ||