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HPE (NYSE: HPE) director defers stock awards and adds RSUs

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(Neutral)
Filing Sentiment
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Form Type
4

Rhea-AI Filing Summary

RUSSO PATRICIA F reported acquisition or exercise transactions in this Form 4 filing.

Hewlett Packard Enterprise director Patricia F. Russo received an award of 1,822 shares of common stock on 03/31/2026, valued at $23.81 per share. According to the disclosure, these shares were issued under HPE’s 2021 Stock Incentive Plan in lieu of a $43,375 Q4 cash retainer for Board Year 2025 and are held indirectly through Merrill Lynch. Russo elected to defer receipt of the common stock until her service on the Board ends. The filing also shows 94.6123 restricted stock unit dividend equivalent rights credited on 01/16/2026 at $21.44 per RSU, tied to a previously granted block of 14,235 RSUs that will cliff vest on the earlier of 05/02/2026 or HPE’s 2026 annual stockholders meeting.

Positive

  • None.

Negative

  • None.
Insider RUSSO PATRICIA F
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 1,822 $23.81 $43K
holding Common Stock -- -- --
Grant/Award Restricted Stock Units 94.612 $0.00 --
Holdings After Transaction: Common Stock — 350,343.305 shares (Indirect, By Merrill Lynch); Common Stock — 15,318 shares (Direct); Restricted Stock Units — 14,499.052 shares (Direct)
Footnotes (1)
  1. These shares were issued to the reporting person pursuant to the Issuer's 2021 Stock Incentive Plan in lieu of Q4 cash retainer of $43,375 for Issuer's Board Year 2025. 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. The number of shares in column 5 includes 1,940.0071 vested restricted stock unit ("RSU") dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 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 94.6123 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26.
Common stock award 1,822 shares at $23.81 Issued 03/31/2026 in lieu of $43,375 Q4 cash retainer
Board retainer value $43,375 Q4 cash retainer for Issuer's Board Year 2025 taken in stock
Indirect common stock holdings 350,343.3045 shares Common stock held indirectly through Merrill Lynch after 03/31/2026 award
Direct common stock holdings 15,318 shares Common stock directly owned following reported transactions
RSU holdings after credit 14,499.0518 RSUs Restricted stock units including dividend equivalents after 01/16/2026 credit
Prior RSU grant 14,235 RSUs Grant will cliff vest on 05/02/2026 or 2026 annual meeting
RSU dividend equivalents credited 94.6123 RSUs at $21.44 Dividend equivalent rights credited on 01/16/2026
Vested RSU dividend equivalents 1,940.0071 RSUs at $21.44 Vested RSU dividend equivalent rights included in column 5
2021 Stock Incentive Plan financial
"These shares were issued to the reporting person pursuant to the Issuer's 2021 Stock Incentive Plan in lieu of Q4 cash retainer"
restricted stock unit financial
"The number of shares in column 5 includes 1,940.0071 vested restricted stock unit ("RSU") dividend equivalent rights"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
dividend equivalent rights financial
"vested restricted stock unit ("RSU") dividend equivalent rights at $21.44 per RSU credited to the reporting person's account"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
cliff vest financial
"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"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 TEXAS 77389
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock15,318D
Common Stock03/31/2026A1,822(1)A$23.81350,343.3045(2)(3)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)01/16/2026A94.6123(5) (5) (5)Common Stock94.6123(5)14,499.0518D
Explanation of Responses:
1. These shares were issued to the reporting person pursuant to the Issuer's 2021 Stock Incentive Plan in lieu of Q4 cash retainer of $43,375 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 1,940.0071 vested restricted stock unit ("RSU") dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26.
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 94.6123 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26.
Jonathan Sturz as Attorney-in-Fact for Patricia F. Russo04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did HPE director Patricia F. Russo report in this Form 4 for HPE?

Patricia F. Russo reported receiving 1,822 shares of Hewlett Packard Enterprise common stock as a stock award. The award was granted under the 2021 Stock Incentive Plan in lieu of a $43,375 Q4 cash retainer for Board Year 2025, reflecting non-cash board compensation.

How is Patricia Russo’s HPE board retainer structured in this Form 4?

The filing shows Russo took her Q4 Board Year 2025 retainer of $43,375 in stock rather than cash. She received 1,822 HPE common shares at $23.81 per share under the 2021 Stock Incentive Plan, with delivery of the stock deferred until she leaves the Board.

What restricted stock unit activity does HPE report for Patricia Russo?

The Form 4 discloses 94.6123 restricted stock unit dividend equivalent rights credited on January 16, 2026 at $21.44 per RSU. These relate to a prior grant of 14,235 RSUs that will cliff vest on the earlier of May 2, 2026 or HPE’s 2026 annual stockholders meeting.

How many Hewlett Packard Enterprise RSUs does Patricia Russo hold after these transactions?

After the RSU-related transaction, Russo’s derivative holdings include 14,499.0518 restricted stock units. This figure incorporates additional dividend equivalent rights credited at $21.44 per RSU, each representing a contingent right to receive one share of HPE common stock upon vesting.

How are Patricia Russo’s HPE common shares held according to the Form 4?

The filing shows two types of holdings for Russo’s HPE common stock. Some shares are held indirectly through Merrill Lynch, while another block of 15,318 shares is reported as directly owned. Indirect holdings reflect shares custodied by Merrill Lynch on her behalf.