Hewlett Packard Enterprise insider files Form 4 for 30,000-share sale

Rhea-AI Filing Summary

Hewlett Packard Enterprise Co. (HPE) – Form 4 insider transaction

Executive Vice President & GM of Intelligent Edge, Philip J. Mottram, reported a single open-market sale of HPE common stock executed on 26 June 2025 (trade date 25 June 2025 is shown in Table I). The transaction was carried out under a previously adopted Rule 10b5-1 trading plan dated 26 March 2025.

• Shares sold: 30,000 common shares
• Sale price: approximately $18.50 per share (per Table I)
• Estimated gross proceeds: c.$555,000
• Direct holdings after sale: 72,427 common shares
• Derivative holdings: a total of ~277,749 restricted stock units (RSUs) across three previously disclosed grants; dividend-equivalent rights were credited on 16 Jan 2025 and 18 Apr 2025.

The RSU positions comprise:

• 49,325.0063 units from the Dec 2022 grant (final vesting Dec 2025)
• 107,745.9327 units from the Dec 2023 grant (vesting through Dec 2026)
• 120,678.5687 units from the Dec 2024 grant (vesting through Dec 2027)

No option exercises, purchases, or other equity transactions were reported, and there is no indication of earnings-related information in this filing.

Key takeaways for investors: The sale represents roughly 29% of Mottram’s directly held common stock before the trade, but he maintains a substantial equity interest through both direct shares and unvested RSUs. Because the transaction was executed under a pre-arranged 10b5-1 plan, it may carry less signalling weight than an unsolicited discretionary sale.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-arranged, governance-aligned trading.
• Executive retains 72,427 common shares and ~277,749 RSUs, maintaining substantial equity alignment with shareholders.

Negative

• Sale of 30,000 shares (~29% of direct holdings) could be perceived as reduced confidence, though mitigated by 10b5-1 context.

Insights

Financial Analyst

TL;DR Routine 10b5-1 sale of 30k shares; executive still holds significant equity—signal neutral.

The 30,000-share sale equates to roughly 0.002% of HPE’s ~1.3 bn share count, and less than one-third of Mottram’s direct stake. While insider selling can flag concerns, execution under a 10b5-1 plan and the retention of over 72 k shares plus nearly 278 k RSUs suggest the sale is primarily for liquidity or diversification. No new options were exercised and no purchases were made, so dilution is unaffected. From a valuation standpoint, the dollar value (<$1 m) is immaterial to HPE’s market cap and does not alter the investment thesis.

Corporate Governance Specialist

TL;DR Governance-friendly: pre-planned trade, transparent disclosure; modest insider selling.

Use of a Rule 10b5-1 plan aligns with best-practice governance, reducing allegations of opportunistic trading. The filing provides clear footnotes on RSU accruals and dividend equivalents, enhancing disclosure quality. Post-transaction ownership indicates continued alignment between the executive and shareholders through sizeable unvested equity. Therefore, governance impact is neutral-to-positive, with limited risk implications.

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).

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^*

Mottram Phil

(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, Intelligent Edge

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		S		30,000	D	$18.5	72,427	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	(1)	01/16/2025		A		651.0063		(2)	(2)	Common Stock	651.0063	(2)	49,325.0063	D
Restricted Stock Units	(1)	01/16/2025		A		1,461.9327		(3)	(3)	Common Stock	1,461.9327	(3)	107,745.9327	D
Restricted Stock Units	(1)	01/16/2025		A		1,682.5687		(4)	(4)	Common Stock	1,682.5687	(4)	120,678.5687	D

Explanation of Responses:

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

2. 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, 46,041 of which vested on 12/08/24, and 46,041 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 255.6741 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25, and 395.3322 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25.

3. As previously reported, on 12/07/23, the reporting person was granted 155,087 RSUs, 51,695 of which vested on 12/07/24 and 51,696 of which will vest on each of 12/07/25 and 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 574.1546 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25, and 887.7781 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25.

4. As previously reported, on 12/09/24, the reporting person was granted 118,996 RSUs, 39,665 of which will vest on 12/09/25 and 12/09/26, and 39,666 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 660.8065 dividend equivalent rights at $23.41 per RSU credited to the reporting person's account on 01/16/25, and 1,021.7622 dividend equivalent rights at $15.14 per RSU credited to the reporting person's account on 04/18/25.

Remarks:

The reported transaction occurred pursuant to a trading plan adopted on 03/26/25.

	Ki Hoon Kim Attorney-in-Fact for Philip J. Mottram	06/27/2025
	** 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

How many HPE shares did EVP Phil Mottram sell according to the Form 4?

He sold 30,000 shares of Hewlett Packard Enterprise common stock.

At what price were the HPE shares sold?

The filing lists a sale price of approximately $18.50 per share.

Does the sale reduce Mottram's overall stake in HPE?

Yes. Direct holdings fell from about 102,427 to 72,427 shares, a reduction of roughly 29%.

Was the transaction executed under a Rule 10b5-1 trading plan?

Yes. The remarks state it occurred pursuant to a trading plan adopted on 03/26/25.

How many unvested RSUs does Mottram still hold after the sale?

He holds a combined ~277,749 restricted stock units across three grant schedules.