EVP, Pres GM Networking Rahim Rami exercised 177,858 shares at a strike of $21.37 and covered exercise/tax liability with 88,324 shares (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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 02/20/2026 | M | 43,769 | A | $21.37 | 43,769 | D | |||
| Common Stock | 02/20/2026 | F | 21,842 | D | $21.37 | 21,927 | D | |||
| Common Stock | 02/20/2026 | M | 134,089 | A | $21.37 | 156,016 | D | |||
| Common Stock | 02/20/2026 | F | 66,482 | D | $21.37 | 89,534 | D | |||
| Common Stock | 254,162 | I | Living Trust | |||||||
|
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 (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 | (1) | 02/20/2026 | M | 43,769(2) | (2) | (2) | Common Stock | 43,769 | (2) | 109,401 | D | ||||
| Restricted Stock Units | (1) | 02/20/2026 | M | 134,089(3) | (3) | (3) | Common Stock | 134,089 | (3) | 260,290 | D | ||||
| Restricted Stock Units | (1) | 10/17/2025 | A | 1,802.9948(4) | (4) | (4) | Common Stock | 1,802.9948 | (4) | 149,201.2012 | D | ||||
| Restricted Stock Units | (1) | 10/17/2025 | A | 2,756.3724(5) | (5) | (5) | Common Stock | 2,756.3724 | (5) | 226,697.3724 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
| 2. As previously reported, on 07/02/25, the reporting person's 02/20/24 equity award was converted into 218,800 Restricted Stock Units ("RSUs"), 65,631 of which vested on 07/02/25, 43,769 of which vested on 02/20/26, and 109,400 of which will vest on 07/03/26. |
| 3. As previously reported, on 07/02/25, the reporting person's 02/20/25 equity award was converted into 394,379 RSUs, 134,089 of which vested on 02/20/26, and 260,290 of which will vest on 07/03/26. |
| 4. As previously reported, on 07/17/2025, the reporting person was granted 146,484 RSUs, 48,828 of which will vest on each of 07/02/26, 07/02/27, and 07/02/28. 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 829.3955 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25, and 973.5993 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26. |
| 5. As previously reported, on 09/30/2025, the reporting person was granted 223,941 RSUs, 74,647 of which will vest on each of 12/15/26, 12/15/27 and 12/15/28. The number of derivative securities in column 5 reflects 1,267.9586 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25, and 1,488.4138 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26. |
| Jonathan Sturz as Attorney-in-Fact for Rami Rahim | 02/24/2026 | |
| ** 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. | ||