Form 4: Juniper Director Sells All Shares as HPE Deal Closes at $40 Cash

Rhea-AI Filing Summary

Form 4 filing overview – Juniper Networks, Inc. (JNPR)

Director William Stensrud reported the disposition of all of his Juniper equity on 07/02/2025, the date Juniper was acquired by Hewlett Packard Enterprise (HPE) under the January 9, 2024 Merger Agreement.

• Common stock: 124,548 shares previously held indirectly through a trust were converted into cash at $40.00 per share, eliminating Stensrud’s direct or indirect ownership.
• RSU award: 6,840 restricted stock units held as a non-employee director were also cancelled and paid out in cash at the same $40.00 consideration.

Post-transaction, the reporting person holds 0 Juniper shares or derivatives. The company has become a wholly-owned HPE subsidiary, so public Juniper shares have been retired. This Form 4 therefore serves as a final disclosure of insider ownership and confirms cash settlement terms already announced in the merger agreement.

Positive

• Merger consummated: Cash payment of $40.00 per share to holders, as confirmed by insider disposition.

Negative

• None.

Insights

M&A Specialist

TL;DR – Filing confirms HPE’s $40 all-cash merger closed, wiping out Juniper’s public float.

The Form 4 is an administrative but material milestone: it evidences legal consummation of the HPE-Juniper merger. All Juniper equity instruments—124,548 common shares and 6,840 RSUs—were cashed out at $40.00, exactly matching terms in the definitive agreement. Investors receive liquidity and transaction certainty; Juniper ceases to trade independently. For arbitrageurs, the closing removes deal-completion risk and locks in the spread. I view the disclosure as positively impactful because it finalises value transfer and eliminates execution overhang.

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

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X

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^*

STENSRUD WILLIAM

(Last) (First) (Middle)

1133 INNOVATION WAY

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JUNIPER NETWORKS INC [ JNPR ]

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)
07/02/2025

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	07/02/2025		D		124,548	D	(1)	0	I	By Trust

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
RSU Award	$0	07/02/2025		D			6,840	(2)	(3)	Common Stock	6,840	(2)	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated as of January 9, 2024 (the "Merger Agreement"), entered into by and among Juniper Networks, Inc., a Delaware corporation (the "Issuer"), Hewlett Packard Enterprise Company, a Delaware corporation ("Parent"), and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 2, 2025, in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, each outstanding share of Issuer common stock ("Share") was converted into the right to receive an amount equal to $40.00 per share in cash, without interest (the "Merger Consideration").

2. Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award outstanding immediately prior to the effective time of the Merger and held by a non-employee member of the Issuer's board of directors was cancelled and converted into the right to receive an amount of cash equal to the product of (A) the number of Shares that were subject to such Issuer RSU award as of immediately prior to the effective time of the Merger, multiplied by (B) the Merger Consideration.

3. Not applicable.

	By: /s/ Colin Lloyd, as attorney-in-fact For: William Stensrud	07/02/2025
	** 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 happened to Juniper Networks (JNPR) shares on 07/02/2025?

All outstanding shares were converted to $40.00 cash when HPE completed its acquisition of Juniper.

How many shares did Director William Stensrud dispose of?

He disposed of 124,548 common shares and 6,840 RSUs, receiving cash for each.

What consideration did Juniper shareholders receive in the merger?

Each share was cashed out at $40.00 with no interest.

Does the insider hold any Juniper stock after the transaction?

No. The filing shows 0 shares and 0 derivatives remaining.

Why is this Form 4 significant for investors?

It provides formal confirmation that the HPE-Juniper merger has closed and public equity has been retired.