STOCK TITAN

Hewlett Packard Enterprise (NYSE: HPE) director defers board stock payout

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hewlett Packard Enterprise director Patricia F. Russo reported stock-based board compensation and related equity awards. On 12/15/2025 she received 1,637 shares of common stock at $24.05 per share under the issuer's 2021 Stock Incentive Plan, issued in lieu of a Q3 cash retainer of $39,375 for the issuer's 2025 board year. She elected to defer receipt of this common stock until her service on the board ends, and following the transaction she beneficially owned 346,581.2974 shares of common stock indirectly through Merrill Lynch, including 1,643.3958 vested restricted stock unit dividend-equivalent rights credited on 10/17/2025.

Russo also reported derivative equity awards in the form of restricted stock units. On 10/17/2025 she acquired 80.5989 dividend-equivalent restricted stock units, bringing her total to 14,404.4395 restricted stock units. Each unit represents a contingent right to receive one share of Hewlett Packard Enterprise common stock. As previously reported, she was granted 14,235 restricted stock units on 05/02/2025, which will cliff vest on the earlier of 05/02/2026 or the date of the company's 2026 annual stockholders meeting, with dividend-equivalent rights accruing as dividends are paid on the common stock.

Positive

  • None.

Negative

  • None.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
RUSSO PATRICIA F

(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY
1701 E MOSSY OAKS ROAD

(Street)
SPRING 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
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 15,318 D
Common Stock 12/15/2025 A 1,637(1) A $24.05 346,581.2974(2)(3) I By Merrill Lynch
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 (4) 10/17/2025 A 80.5989(5) (5) (5) Common Stock 80.5989 (5) 14,404.4395 D
Explanation of Responses:
1. These shares were issued to the reporting person pursuant to the Issuer's 2021 Stock Incentive Plan in lieu of Q3 cash retainer of $39,375 for Issuer's Board Year 2025.
2. The reporting person elected to defer the receipt of common stock until the termination of her service as a member of the Issuer's Board of Directors.
3. The number of shares in column 5 includes 1,643.3958 vested restricted stock unit ("RSU") dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25.
4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
5. As previously reported, on 05/02/25, the reporting person was granted 14,235 restricted stock units ("RSUs"), all of which will cliff vest on the earlier of 05/02/26 or the date of Issuer's 2026 Annual Stockholders Meeting. 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 80.5989 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25.
Ki Hoon Kim as Attorney-in-Fact for Patricia F. Russo 12/17/2025
** 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.

FAQ

What stock compensation did HPE director Patricia F. Russo report?

Patricia F. Russo reported receiving 1,637 shares of Hewlett Packard Enterprise common stock on 12/15/2025 under the issuer's 2021 Stock Incentive Plan. These shares were issued in lieu of a Q3 cash retainer of $39,375 for the issuer's 2025 board year.

How many Hewlett Packard Enterprise (HPE) shares does Patricia F. Russo now beneficially own?

Following the reported transaction, Patricia F. Russo beneficially owned 346,581.2974 shares of Hewlett Packard Enterprise common stock indirectly through Merrill Lynch. This total includes 1,643.3958 vested restricted stock unit dividend-equivalent rights credited to her account at $22.96 per unit on 10/17/2025.

Did HPE director Patricia F. Russo defer receipt of her stock awards?

Yes. The filing states that the reporting person elected to defer the receipt of common stock until the termination of her service as a member of Hewlett Packard Enterprise's board of directors. This applies to the common stock issued in lieu of her Q3 2025 board cash retainer.

What restricted stock unit (RSU) holdings did Patricia F. Russo report at HPE?

Russo reported holding 14,404.4395 restricted stock units after acquiring 80.5989 dividend-equivalent RSUs on 10/17/2025. She was previously granted 14,235 RSUs on 05/02/2025, which will cliff vest on the earlier of 05/02/2026 or the date of Hewlett Packard Enterprise's 2026 annual stockholders meeting.

What does each restricted stock unit represent for HPE director Patricia F. Russo?

The filing explains that each restricted stock unit represents a contingent right to receive one share of Hewlett Packard Enterprise common stock. Dividend-equivalent rights accrue on these RSUs when and as dividends are paid on the company's common stock.

Which Hewlett Packard Enterprise plan governs Patricia F. Russo's stock and RSU awards?

The stock issued to Patricia F. Russo in lieu of her Q3 2025 cash retainer was granted under Hewlett Packard Enterprise's 2021 Stock Incentive Plan. Her restricted stock units and their dividend-equivalent rights are also tied to this equity incentive structure.

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