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 16, 2026
Date of Report (Date of earliest event reported)
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-37483
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47-3298624
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1701 East Mossy Oaks Road,
Spring, TX
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77389
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(Address of principal executive offices)
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(Zip code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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HPE
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NYSE
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7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share
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HPEPrC
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NYSE
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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).
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Emerging growth company
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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.
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On March 16, 2026, Hewlett Packard Enterprise Company (the “Company”) launched and priced an offering of $300,000,000 in aggregate
principal amount of the Company’s Floating Rate Notes due 2028, $500,000,000 in aggregate principal amount of the Company’s 4.500% Notes due 2028, $600,000,000 in aggregate principal amount of the Company’s 4.600% Notes due 2029 and $600,000,000 in
aggregate principal amount of the Company’s 5.250% Notes due 2033 (collectively, the “Notes”) pursuant to an underwriting agreement dated March 16, 2026 (the “Underwriting Agreement”) among the Company and Barclays Capital Inc., BofA Securities,
Inc., SG Americas Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule 1 thereto.
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 (the “SEC”) and automatically effective on December 22, 2023. The Notes offering is expected to close on March 23, 2026, subject to customary
closing conditions.
Each series of Notes will be the Company’s senior unsecured obligations and will rank equally in right of payment with all of the
Company’s existing and future senior unsecured indebtedness from time to time outstanding.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text
of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated March 16, 2026, by and among Hewlett Packard Enterprise Company and Barclays Capital Inc., BofA Securities, Inc., SG Americas
Securities, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of the Company and its consolidated subsidiaries may differ materially
from those expressed or implied by such forward-looking statements and assumptions. The words “expect”, “will”, “intend” and similar expressions are intended to identify such forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements, including but not limited to statements regarding the closing of the sale of the Notes, the ranking of the Notes and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties, and assumptions include the need to address the many challenges facing the Company’s businesses; the competitive pressures faced by the Company’s businesses; risks associated with executing the Company’s strategy; the
impact of macroeconomic and geopolitical trends and events; the need to effectively manage third-party suppliers and distribute the Company’s products and services; the protection of the Company’s intellectual property assets, including intellectual
property licensed from third parties and intellectual property shared with its former parent; risks associated with the Company’s international operations (including from geopolitical events and macroeconomic uncertainties); the development of and
transition to new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution of the Company’s ongoing transformation and mix shift of its portfolio of
offerings; the execution and performance of contracts by the Company and its suppliers, customers, clients, and partners, including any impact thereon resulting from macroeconomic or geopolitical events, including inflation and rising commodity
costs; the prospect of a shutdown of the U.S. federal government; the hiring and retention of key employees; the execution, integration, consummation, and other risks associated with business combination, disposition, and investment transactions,
including but not limited to the risks associated with the disposition of H3C Technologies Co., Limited shares and the receipt of proceeds therefrom and successful integration of Juniper Networks, Inc., including our ability to integrate and
implement our plans and forecasts and realize our anticipated financial and operational benefits with respect to the consolidated business; the execution, timing, and results of any cost reduction actions, including estimates and assumptions related
to the costs and anticipated benefits of implementing such actions; the impact of changes to privacy, cybersecurity, environmental, global trade, and other governmental regulations; changes in our product, lease, intellectual property, or real estate
portfolio; the payment or non-payment of a dividend for any period; the efficacy of using non-GAAP, rather than GAAP, financial measures in business projections and planning; the judgments required in connection with determining certain financial
metrics; utility of segment realignments; allowances for recovery of receivables and warranty obligations; provisions for, and resolution of, pending litigation, investigations, claims, and disputes; the impacts of tax law changes and related
guidance or regulations; and other risks that are described herein, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025 and that are otherwise described or updated
from time to time in the Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in other filings made by the Company from time to time with the SEC. The Company assumes no obligation and does not intend to update these
forward-looking statements, except as required by applicable law.
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.
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HEWLETT PACKARD ENTERPRISE COMPANY
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By:
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/s/ David Antczak
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Name:
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David Antczak
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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DATE: March 18, 2026
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