Hewlett Packard Enterprise (HPE) EVP John F. Schultz files Form 4 on December 2025 insider trades

Rhea-AI Filing Summary

Hewlett Packard Enterprise Co executive John F. Schultz, an EVP, reported multiple stock and restricted stock unit transactions in early December 2025. On December 6–7, he acquired HPE common shares through awards and vesting events and had shares withheld to cover taxes at prices around $23.33 per share, leaving several hundred thousand shares beneficially owned directly.

On December 8, 2025, he reported an open-market sale of 84,676 HPE shares at a weighted average price of $23.1472 per share, with prices ranging from $23.050 to $23.235. The filing also details ongoing grants and vesting of restricted stock units and performance-based RSUs, including dividend-equivalent rights that increase his derivative holdings. The reported sale occurred under a prearranged Rule 10b5-1 trading plan adopted on March 24, 2025.

SEC Form 4

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).

X

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^*

SCHULTZ JOHN F

(Last) (First) (Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

1701 E. MOSSY OAKS ROAD

(Street)

HOUSTON TX 77389

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, COLO

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/06/2025		A		83,206(2)	A	$23.33	354,518.475(1)	D
Common Stock	12/06/2025		F		32,743	D	$23.33	321,775.475	D
Common Stock	12/06/2025		A		94,008(3)	A	$23.33	415,783.475	D
Common Stock	12/06/2025		F		36,993	D	$23.33	378,790.475	D
Common Stock	12/07/2025		M		70,888	A	$23.33	449,678.475	D
Common Stock	12/07/2025		F		26,317	D	$23.33	423,361.475	D
Common Stock	12/08/2025		S		84,676	D	$23.1472(4)	338,685.475	D

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	(5)	01/16/2025		A		1,643.7648(6)		(6)	(6)	Common Stock	1,643.7648	(6)	68,470.7648	D
Restricted Stock Units	(5)	12/07/2025		M			70,888(7)(8)	(7)(8)	(7)(8)	Common Stock	70,888	(7)(8)	70,887	D
Restricted Stock Units	(5)	01/16/2025		A		4,507.6055(9)		(9)	(9)	Common Stock	4,507.6055	(9)	177,592.6055	D

Explanation of Responses:

1. The total beneficial ownership includes 519.1797 shares at $15.4090 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/30/25 with respect to shares held under the ESPP, and 344.8442 shares at $23.1990 per share acquired under the ESPP on 10/31/25 with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of dividends paid in shares for 3.8030 shares at $23.0276 per share received on 01/17/25; 6.0670 shares at $14.8186 per share received on 04/22/25; 4.3510 shares at $20.8409 per share received on 07/18/25; and 3.9630 shares at $23.0276 per share received on 10/31/25.

2. On 12/08/22 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

3. On 12/07/23 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

4. The price in Column 4 is a weighted average price. The prices ranged from $23.050 to $23.235. 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.

5. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

6. As previously reported, on 12/08/22, the reporting person was granted 199,509 restricted stock units ("RSUs"), 66,503 of which vested on 12/08/23, 63,118 of which vested on 12/08/24 and 63,118 of which will vest on 12/08/25. 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 350.5058 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25; 541.9643 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25; 393.9193 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25; and 357.3754 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25.

7. As previously reported, on 12/07/23, the reporting person was granted 209,367 RSUs, 69,789 of which vested on 12/07/24, 67,185 of which vested on 12/07/25, and 67,186 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 746.1867 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25; 1,153.7801 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25; 838.6092 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25; and 760.8114 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25.

8. The number of derivative securities in column 5 reflects RSUs that vested, and 3,703 vested dividend equivalent rights, and a rounded portion of the dividend equivalent rights credited to the reporting person's account are reflected in column 9.

9. As previously reported, on 12/09/24, the reporting person was granted 173,085 RSUs, 57,695 of which will vest on each of 12/09/25, 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 961.1726 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25; 1,486.1988 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25; 1,080.2232 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25; and 980.0109 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25.

Remarks:

The reported transaction occurred pursuant to a trading plan adopted on 03/24/25.

	Ki Hoon Kim as Attorney-in-Fact for John F. Schultz	12/09/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did HPE executive John F. Schultz report in this Form 4 for HPE?

The Form 4 reports that John F. Schultz, an executive vice president of Hewlett Packard Enterprise Co, conducted multiple equity transactions in the company’s common stock and restricted stock units during December 2025, including grants, vesting events, tax-withholding share dispositions, and an open-market sale.

How many Hewlett Packard Enterprise (HPE) shares did John F. Schultz sell in December 2025?

On December 8, 2025, John F. Schultz reported selling 84,676 shares of Hewlett Packard Enterprise common stock at a weighted average price of $23.1472 per share, with individual sale prices ranging from $23.050 to $23.235.

What types of equity awards and units are involved in this HPE Form 4 filing?

The filing references restricted stock units (RSUs) and performance-adjusted restricted stock units (PARSUs) tied to Non-GAAP net income and relative total stockholder return, as well as dividend equivalent rights that add fractional RSUs to the executive’s holdings when HPE pays dividends.

Does the Form 4 indicate that the HPE insider sale was made under a Rule 10b5-1 trading plan?

Yes. The remarks state that the reported transaction occurred pursuant to a trading plan adopted on 03/24/25, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for prearranged trading.

How do dividends affect John F. Schultz’s HPE restricted stock unit holdings?

For several RSU and PARSU grants, the filing explains that dividend equivalent rights accrue when HPE pays dividends. These rights are credited as additional fractional RSUs at specified per-RSU dollar values on dates such as 01/16/25, 04/18/25, 07/17/25, and 10/17/25, increasing his derivative holdings over time.

What performance conditions apply to the HPE PARSUs granted to John F. Schultz?

PARSUs granted on 12/08/22 and 12/07/23 are subject to Non-GAAP net income and relative total stockholder return performance conditions. These awards vest in two tranches—generally 50% after two and three years—and are settled in HPE common stock if the conditions are met.

What additional HPE share purchases by John F. Schultz are disclosed outside of standard RSUs?

The explanation notes that his total beneficial ownership includes shares acquired under HPE’s 2015 Employee Stock Purchase Plan on 04/30/25 and 10/31/25, as well as small amounts of HPE stock received as dividends paid in shares on several dates in 2025.