HPE issues $2.0B in new notes due 2028–2033

Hewlett Packard Enterprise Company completed a public debt offering totaling $2.0 billion across four note issues.

Rhea-AI Filing Summary

Hewlett Packard Enterprise Company completed a public debt offering totaling $2.0 billion across four note issues. The company issued $300 million of floating rate notes due 2028, $500 million of 4.500% notes due 2028, $600 million of 4.600% notes due 2029, and $600 million of 5.250% notes due 2033.

All notes were issued under an existing automatic shelf registration on Form S-3 and are governed by a senior indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, along with four new supplemental indentures that set the specific terms for each series.

Insights

Corporate credit analyst

HPE adds $2.0B of term debt across staggered maturities.

Hewlett Packard Enterprise has raised $2.0 billion through four bond tranches, combining a floating-rate 2028 issue with fixed-rate notes maturing in 2028, 2029, and 2033. This mix balances interest-rate exposure and extends the company’s debt maturity profile.

The notes were issued off an automatic shelf registration and sit under an existing senior indenture with a major trustee, which is standard for large investment‑grade issuers. The filing does not detail the use of proceeds, so the impact depends on whether funds go to refinancing, investment, or shareholder returns.

Key contractual details, including full indenture covenants and the legal opinion from Gibson, Dunn & Crutcher LLP, are referenced as exhibits. Future periodic reports can clarify how this additional $2.0 billion of debt interacts with leverage targets and overall capital allocation.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities did Hewlett Packard Enterprise (HPE) issue in this 8-K?

Hewlett Packard Enterprise issued four series of senior unsecured notes: floating rate notes due 2028, 4.500% notes due 2028, 4.600% notes due 2029, and 5.250% notes due 2033. These notes were sold in an underwritten public offering under an existing shelf registration.

How much total debt did HPE raise in this notes offering?

HPE raised a total of $2.0 billion through this offering. It issued $300 million of floating rate notes due 2028, $500 million of 4.500% notes due 2028, $600 million of 4.600% notes due 2029, and $600 million of 5.250% notes due 2033, all in aggregate principal amounts.

Under what legal framework were HPE’s new notes issued?

The notes were issued under a senior indenture dated October 9, 2015, between HPE and The Bank of New York Mellon Trust Company, N.A., as trustee. Four supplemental indentures dated March 23, 2026, set specific terms for each series, and the offering relied on an automatic shelf registration statement.

Were HPE’s new notes registered with the SEC before the sale?

Yes, each series of notes was registered under the Securities Act of 1933. HPE used a Form S-3 automatic shelf registration statement, effective December 22, 2023, to cover the offer and sale of the floating rate 2028 notes and the fixed-rate notes maturing in 2028, 2029, and 2033.

Who serves as trustee for Hewlett Packard Enterprise’s newly issued notes?

The Bank of New York Mellon Trust Company, N.A. acts as trustee for all four note series. It serves under the existing senior indenture from October 2015, supplemented on March 23, 2026, to address the floating rate 2028 notes and the three fixed-rate note issues.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/23/2026 - 04:18 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

March 23, 2026

Date of Report (Date of earliest event reported)

HEWLETT PACKARD ENTERPRISE COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-37483	47-3298624
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1701 East Mossy Oaks Road, Spring, TX		77389
(Address of principal executive offices)		(Zip code)

(678) 259-9860

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	HPE	NYSE
7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share	HPEPrC	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐
Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01 Other Events.

On March 23, 2026, Hewlett Packard Enterprise Company (the “Company”) completed its previously announced underwritten public offering (the “Notes Offering”) of (i) $300,000,000 in aggregate principal amount of its Floating Rate Notes due 2028 (the “Floating Rate Notes”), (ii) $500,000,000 in aggregate principal amount of its 4.500% Notes due 2028 (the “2028 Notes”), (iii) $600,000,000 in aggregate principal amount of its 4.600% Notes due 2029 (the “2029 Notes”) and (iv) $600,000,000 in aggregate principal amount of its 5.250% Notes due 2033 (the “2033 Notes” and, together with the Floating Rate Notes, the 2028 Notes and the 2029 Notes, the “Notes”).

The offer and sale of each series of Notes has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (No. 333-276221), filed with the Securities and Exchange Commission and automatically effective on December 22, 2023.

The Notes were issued pursuant to the indenture (the “Base Indenture”), dated as of October 9, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the (i) Thirty-Second Supplemental Indenture, dated as of March 23, 2026, with respect to the Floating Rate Notes, (ii) Thirty-Third Supplemental Indenture, dated as of March 23, 2026, with respect to the 2028 Notes, (iii) Thirty-Fourth Supplemental Indenture, dated as of March 23, 2026, with respect to the 2029 Notes and (iv) Thirty-Fifth Supplemental Indenture, dated as of March 23, 2026, with respect to the 2033 Notes (collectively, the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”), each between the Company and the Trustee.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indentures, which are set forth as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, hereto and are incorporated by reference herein.

The legal opinion of Gibson, Dunn & Crutcher LLP, issued in connection with the Notes Offering, is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Senior Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Hewlett Packard Enterprise’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2015)
4.2		Thirty-Second Supplemental Indenture, dated as of March 23, 2026, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s floating rate notes due 2028
4.3		Thirty-Third Supplemental Indenture, dated as of March 23, 2026, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 4.500% notes due 2028
4.4		Thirty-Fourth Supplemental Indenture, dated as of March 23, 2026, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 4.600% notes due 2029
4.5		Thirty-Fifth Supplemental Indenture, dated as of March 23, 2026, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 5.250% notes due 2033
4.6		Form of floating rate notes due 2028 (contained in Exhibit 4.2 hereto)
4.7		Form of 4.500% notes due 2028 (contained in Exhibit 4.3 hereto)
4.8		Form of 4.600% notes due 2029 (contained in Exhibit 4.4 hereto)
4.9		Form of 5.250% notes due 2033 (contained in Exhibit 4.5 hereto)
5.1		Opinion of Gibson, Dunn & Crutcher LLP
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEWLETT PACKARD ENTERPRISE COMPANY
	By:	/s/ David Antczak
	Name:	David Antczak
	Title:	Senior Vice President, General Counsel and Corporate Secretary
DATE: March 23, 2026

Filing Exhibits & Attachments

9 documents

Other Documents

• EX-4.2 EXHIBIT 4.2 269.0 KB
• EX-4.3 EXHIBIT 4.3 223.2 KB
• EX-4.4 EXHIBIT 4.4 173.1 KB
• EX-4.5 EXHIBIT 4.5 228.7 KB
• EX-5.1 EXHIBIT 5.1 13.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 26.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.4 KB