Hewlett Packard Enterprise (NYSE: HPE) EVP details PARSU and RSU equity moves

Rhea-AI Filing Summary

Hewlett Packard Enterprise executive Neil B. MacDonald reported multiple equity transactions in HPE stock on 12/06/2025 and 12/07/2025. The filing shows acquisitions of common stock tied to performance-adjusted restricted stock units (PARSUs) granted in 2022 and 2023, along with standard RSU vesting. Some of the newly vested shares were automatically withheld at a price of $23.33 per share to cover tax obligations, which is reflected as dispositions in the report.

Following these transactions, MacDonald directly owned 119,804.544 shares of HPE common stock and held various restricted stock units representing additional contingent rights to receive HPE shares. The RSU programs include dividend equivalent rights, meaning additional fractional RSUs are credited when HPE pays dividends, modestly increasing the number of units over time.

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).

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^*

MacDonald Neil B

(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)

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

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		57,605(2)	A	$23.33	85,816.544(1)	D
Common Stock	12/06/2025		F		28,562	D	$23.33	57,254.544	D
Common Stock	12/06/2025		A		69,636(3)	A	$23.33	126,890.544	D
Common Stock	12/06/2025		F		34,527	D	$23.33	92,363.544	D
Common Stock	12/07/2025		M		52,126	A	$23.33	144,489.544	D
Common Stock	12/07/2025		F		24,685	D	$23.33	119,804.544	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	(4)	07/17/2025		A		523.6258(5)		(5)	(5)	Common Stock	523.6258	(5)	47,712.6457	D
Restricted Stock Units	(4)	12/07/2025		M			52,126(6)	(6)	(6)	Common Stock	52,126	(6)	52,126	D
Restricted Stock Units	(4)	07/17/2025		A		1,673.9454(7)		(7)	(7)	Common Stock	1,673.9454	(7)	144,294.4408	D

Explanation of Responses:

1. The total beneficial ownership includes the acquisition of 7.6160 shares at $20.8409 per share received on 07/25/25 through dividends paid in shares, and 6.9360 shares at $23.0276 per share received on 10/20/25 through dividends paid in shares.

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

5. As previously reported, on 12/08/22, the reporting person was granted 138,122 Restricted Stock Units ("RSUs"), 46,040 of which vested on 12/08/23, 43,990 of which vested on 12/08/24, and 43,991 of which will vest 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 274.5478 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25, and 249.0780 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25.

6. As previously reported, on 12/07/23, the reporting person was granted 155,087 RSUs, 51,695 of which vested on 12/07/24, 49,393 of which vested on 12/07/25, and 49,394 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 616.5295 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25, and 559.3341 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25. The number of derivative securities in column 5 reflects RSUs that vested, and 2,733 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.

7. As previously reported, on 12/09/24, the reporting person was granted 140,632 RSUs, 46,877 of which will vest on 12/09/25, 46,877 of which will vest on 12/09/26, and 46,878 of which will vest on 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 877.6841 dividend equivalent rights at $20.83 per RSU credited to the reporting person's account on 07/17/25, and 796.2613 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 Neil B MacDonald	12/09/2025
	** Signature of Reporting Person	Date
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FAQ

What insider activity did HPE executive Neil B. MacDonald report on this Form 4 for HPE?

Neil B. MacDonald, an EVP and GM, ServerHewlett Packard Enterprise (HPE), reported multiple transactions in HPE common stock and restricted stock units on 12/06/2025 and 12/07/2025. These included shares acquired from vesting of performance-adjusted restricted stock units (PARSUs) and RSUs, as well as shares withheld to cover taxes.

How many Hewlett Packard Enterprise (HPE) shares does Neil B. MacDonald own after these transactions?

After the reported transactions, Neil B. MacDonald directly owned 119,804.544 shares of Hewlett Packard Enterprise common stock. He also held derivative positions in the form of restricted stock units that represent contingent rights to receive additional HPE shares in the future.

What types of equity awards are involved in this HPE Form 4 filing for Neil B. MacDonald?

The filing describes performance-adjusted restricted stock units (PARSUs) granted in 2022 and 2023 that vest in tranches after two and three years based on Non-GAAP net income and relative total stockholder return. It also lists time-based restricted stock units (RSUs) granted in 2022, 2023, and 2024, which vest over multi-year schedules and carry dividend equivalent rights.

Why do some Hewlett Packard Enterprise (HPE) transactions show as dispositions at $23.33 on Neil B. MacDonald’s Form 4?

Certain entries coded as "F" at a price of $23.33 per share represent HPE shares that were withheld to satisfy tax obligations upon vesting of RSUs and PARSUs. Although they appear as dispositions, these are tax-related withholdings rather than open-market sales.

What are dividend equivalent rights on HPE restricted stock units mentioned in this filing?

For the RSU grants detailed in the filing, dividend equivalent rights accrue when Hewlett Packard Enterprise pays dividends on its common stock. Instead of cash, additional fractional RSUs are credited to Neil B. MacDonald’s account, slightly increasing the RSU totals over time as described in the explanation of responses.

Do the PARSUs reported by Neil B. MacDonald in HPE stock depend on performance conditions?

Yes. The filing notes that PARSUs granted on 12/08/2022 and 12/07/2023 are subject to Non-GAAP net income and relative total stockholder return performance conditions at vesting. These awards vest 50% after two years and 50% after three years, and are settled in HPE common stock if conditions are met.