HPE adjusts PARSU targets post Juniper deal; applies to 2025 awards

Hewlett Packard Enterprise updated its executive incentive plan mechanics.

Rhea-AI Filing Summary

Hewlett Packard Enterprise updated its executive incentive plan mechanics. On November 10, 2025, the HRC Committee raised the target levels of the non‑GAAP net income growth goals—along with aligned threshold and maximum levels—used to measure Performance‑Adjusted RSU (PARSU) awards tied to fiscal 2025, fiscal 2026, and fiscal 2027. The change reflects the expected profit contribution from the acquisition of Juniper Networks.

The plan already permits adjustments for events such as acquisitions not foreseen when goals were set. All other PARSU terms and conditions remain unchanged. Importantly, payout for the affected portions of the fiscal 2023, fiscal 2024, and fiscal 2025 PARSUs will not be greater than what the total payout would have been without this modification, preserving the original compensation design intent.

Insights

Executive Compensation Analyst

Target goals for PARSUs were raised to reflect an acquisition, with a cap preventing any windfall payouts.

The HRC Committee raised the target, threshold, and maximum non-GAAP net income growth goals for PARSU measurements covering fiscal 2025–fiscal 2027. This adjustment aligns the awards with the expected profit contribution from the Juniper Networks acquisition, using authority granted in the 2021 Stock Incentive Plan for unforeseen acquisitions. All other PARSU terms remain unchanged, including the relative total shareholder return component.

The modification includes an explicit safeguard: payouts for all affected portions of the fiscal 2023, fiscal 2024, and fiscal 2025 PARSUs will not exceed what would have been paid absent the change. In plain terms, performance hurdles are harder, and the change is designed to avoid any acquisition-driven windfall under prior targets.

Key dependencies now include actual non-GAAP net income delivery against the higher goals and the relative TSR results over the performance periods. Items to watch are the compensation discussion and analysis in the next proxy, and final PARSU outcomes as measurement periods end through fiscal 2027.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

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

What did HPE (HPE) change in its PARSU awards?

The HRC Committee increased target non‑GAAP net income growth goals (with corresponding threshold and maximum levels) for PARSU measurements tied to fiscal 2025–2027.

Why did HPE adjust the PARSU goals?

To reflect the expected profit contribution associated with the acquisition of Juniper Networks, Inc.

Do other PARSU terms change for HPE (HPE)?

No. All other PARSU terms and conditions remain unchanged.

How does this affect potential payouts for HPE executives?

Payouts for affected portions of the fiscal 2023, fiscal 2024, and fiscal 2025 PARSUs will not be greater than they would have been without the modification.

What metrics drive HPE’s PARSU awards?

Awards are tied to non‑GAAP net income growth and relative total shareholder return over the respective performance periods.

Is HPE allowed to adjust PARSU metrics after grant?

Yes. The plan authorizes adjustments for events during the performance period, including acquisitions not foreseen when goals were set.

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

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Accepted by SEC EDGAR 11/12/2025 - 04:07 PM 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
November 10, 2025
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)						(I.R.S. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On December 7, 2022, November 15, 2023, and December 5, 2024, the HR and Compensation Committee (“HRC Committee”) of the Board of Directors of Hewlett Packard Enterprise Company (“HPE” or the “Company”) approved the performance metrics and associated performance curves (threshold, target and maximum achievement levels) for HPE’s fiscal 2023, fiscal 2024, and fiscal 2025, respectively, Performance-Adjusted Restricted Stock Unit (“PARSU”) awards under the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the “Plan”). The PARSUs provide the opportunity for certain of our current named executive officers to earn stock-based incentive awards tied to non-GAAP net income growth and relative total shareholder return achievement over the respective performance periods. The Plan grants the HRC Committee the authority to make adjustments to the PARSU performance metrics for events occurring during the performance period, including for acquisitions not foreseen in the Company’s financial plan at the time the performance goals were set.

On November 10, 2025, the HRC Committee increased the target goal levels of the non-GAAP net income growth goals (with corresponding increases to the threshold and maximum goals consistent with the originally approved performance curves) related to the PARSU measurement for fiscal 2025, fiscal 2026, and fiscal 2027 (as applicable) to reflect the expected profit contribution associated with the acquisition of Juniper Networks, Inc. All other PARSU terms and conditions remain unchanged. The HRC Committee believed that this modification was necessary to support the objectives of the program design.

As a result of this modification, payout for all affected portions of the fiscal 2023, fiscal 2024, and fiscal 2025 PARSUs will not be greater than what the total payout for these PARSUs would have been had this modification not been made.

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

DATE: November 12, 2025

By:

/s/ David Antczak

Name:

David Antczak

Title:

Senior Vice President, General Counsel and Corporate Secretary