[Form 4] Juniper Networks Inc Insider Trading Activity

Rhea-AI Filing Summary

Juniper Networks, Inc. (JNPR) – Form 4 filing dated 07/02/2025

The filing reports that director Janet Brutschea Haugen no longer owns Juniper equity following the cash merger with Hewlett Packard Enterprise (HPE). On 2 July 2025, Jasmine Acquisition Sub, a wholly-owned HPE subsidiary, merged with Juniper, making Juniper a wholly-owned HPE subsidiary. As a result:

• 51,154 common shares held directly by Haugen were disposed (Code “D”); each share was converted into the right to receive $40.00 in cash.
• 6,840 restricted stock units (RSUs) were cancelled and cashed out for an equivalent cash amount (shares × $40).
• Post-transaction, Haugen reports zero shares and zero derivative securities beneficially owned.

The transaction reflects automatic conversion terms in the Agreement and Plan of Merger signed 09 Jan 2024. The filing therefore confirms consummation of the merger consideration for insider holdings and ends Haugen’s equity alignment with Juniper.

Positive

• Merger completion confirmed: Filing corroborates closing of HPE’s acquisition of Juniper at $40 cash per share, a key milestone for deal investors.
• Cash consideration realized: Director’s 51,154 shares and 6,840 RSUs converted to cash, validating payment mechanics stipulated in the Merger Agreement.

Negative

• Insider ownership now zero: Director Haugen no longer holds Juniper equity, eliminating insider alignment with the subsidiary’s future performance.

Insights

M&A Specialist

TL;DR: Filing confirms $40-per-share cash merger closed; director’s equity fully cashed out, removing insider overhang.

The Form 4 verifies mechanical settlement of the Jul-02-2025 Juniper-HPE merger. Disposition of 51,154 shares and 6,840 RSUs at a fixed $40 cash price matches agreed terms, indicating that closing conditions were satisfied and consideration funded. Because the price was announced in January 2024, market impact is minimal—investors had already arbitraged toward the cash value. Still, the filing is a definitive marker that integration has officially commenced and that legacy insiders now hold no residual equity, eliminating any potential insider-driven trading noise. I view the disclosure as routine but a positive procedural milestone.

Corporate Governance Expert

TL;DR: Insider’s divestiture ends board-member equity stake; governance focus shifts to HPE structure.

With Haugen’s holdings reduced to zero, legacy Juniper directors relinquish direct financial exposure to the subsidiary, consistent with full acquisition. Governance accountability now flows through HPE’s board. Investors tracking insider alignment will note the termination of equity incentives, which is standard in a cash deal but removes a visibility tool for future subsidiary performance. The affair is neutral for current holders of HPE, yet signals completion of fiduciary duties by Juniper’s board in shepherding the merger.

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

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^*

HAUGEN JANET BRUTSCHEA

(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		51,154	D	(1)	0	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
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: Janet Haugen	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 did Juniper Networks (JNPR) Director Janet Haugen report in the Form 4?

She disposed of 51,154 common shares and 6,840 RSUs, receiving $40 cash per share/unit as part of the HPE merger.

When did the Juniper–HPE merger close?

According to the filing, the merger closed on July 2, 2025.

What was the merger cash consideration for JNPR shareholders?

Each Juniper share was converted into the right to receive $40.00 in cash, without interest.

Does the director retain any Juniper stock after the transaction?

No. The Form 4 shows 0 shares and 0 derivative securities beneficially owned after the merger.

Why were RSUs cancelled rather than converted to HPE stock?

The Merger Agreement specified cash settlement: RSUs were cancelled and paid out in cash equal to units × $40.