[Form 4] Juniper Networks Inc Insider Trading Activity

Rhea-AI Filing Summary

Juniper Networks, Inc. (JNPR) – Form 4 insider transaction notice

EVP & CFO Kenneth B. Miller filed a Form 4 reflecting changes that occurred 2 July 2025, the date on which Hewlett Packard Enterprise Company ("Parent") completed its previously announced acquisition of Juniper Networks for $40.00 per share in cash.

• Common stock: 60,728 directly-held shares and 56,107 shares held indirectly via trust were disposed (code “D”); all Juniper shares converted into the cash merger consideration.
• Restricted Stock Units: 109,294 unvested Juniper RSUs automatically converted into an equal number of Parent RSUs using the agreed 2.1431 exchange ratio; terms and schedule remain unchanged.
• Performance Stock Units: • 126,093 PSUs were acquired (code “A”) as Parent PSUs, time-vesting only. • 158,190 legacy PSUs were disposed (code “D”) in exchange for equivalent Parent PSUs, leaving 0 Juniper PSUs outstanding.

Following the merger-driven conversions, Mr Miller no longer owns Juniper equity; remaining equity exposure is now in Hewlett Packard Enterprise awards. No open-market transactions occurred and no prices were reported because the activity was purely a corporate-action conversion.

Positive

• Merger consummation confirmed: Filing evidences the closing of HPE’s $40.00-per-share cash acquisition, delivering liquidity to Juniper shareholders.
• Equity rollover clarity: Details on RSU/PSU conversion (2.1431 exchange ratio) provide transparency on insider award treatment post-merger.

Negative

• Zero remaining Juniper insider ownership: CFO no longer holds Juniper securities, eliminating traditional insider-alignment indicators.

Insights

Financial Analyst

TL;DR: Filing confirms HPE–Juniper merger close; CFO’s Juniper shares cashed-out, equity rolled into HPE awards—administrative, not market-moving.

The Form 4 documents the mandatory share and award conversion triggered by HPE’s $40-per-share cash acquisition of Juniper that closed on 2 July 2025. All 116,835 Juniper common shares previously held by CFO Kenneth Miller were exchanged for cash, eliminating insider ownership in the now-private subsidiary. Derivative holdings were seamlessly converted into equivalent HPE RSU and PSU grants at the 2.1431 ratio, preserving vesting schedules while removing performance conditions on PSUs. Because transactions stem from the merger agreement rather than discretionary trading, the filing carries little direct trading signal. Its primary value is procedural confirmation that the deal consummated on schedule and insiders’ equity migrated to HPE. Impact on Juniper investors is neutral, as consideration terms were fixed when the merger was announced.

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^*

Miller Kenneth Bradley

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP CFO

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		60,728	D	(1)	0	D
Common Stock	07/02/2025		D		56,107	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			109,294	(2)	(3)	Common Stock	109,294	$0	0	D
Performance Stock Unit	$0	07/02/2025		A			126,093	(4)	(3)	Common Stock	126,093	$0	158,190	D
Performance Stock Unit	$0	07/02/2025		D			158,190	(5)	(3)	Common Stock	158,190(6)	$0	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.

2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each unvested Issuer restricted stock unit ("RSU") award outstanding immediately prior to the Effective Time was converted into an RSU award to acquire the number of shares of common stock of Parent ("Parent Shares") (rounded to the nearest whole share), determined by multiplying (i) the number of Shares subject to the RSU award prior to the Effective Time by (ii) 2.1431 (the "Exchange Ratio"). Each such Parent RSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer RSU award immediately prior to the Effective Time.

3. Not applicable.

4. Represents performance stock units ("PSUs") for which performance was deemed achieved based on actual performance or assuming target performance at the Effective Time, but which remain subject to time-based vesting conditions.

5. Pursuant to the Merger Agreement, at the Effective Time, each Issuer PSU award outstanding immediately prior to the Effective Time was converted into a PSU award to acquire the number of Parent Shares (rounded to the nearest whole share) determined by multiplying (i) the number of Shares subject to the PSU award prior to the Effective Time by (ii) the Exchange Ratio. Each such Parent PSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer PSU award immediately prior to the Effective Time, except that any such Parent PSU award is no longer subject to performance-based vesting.

6. Includes Shares underlying PSUs described in footnote (4).

	By: /s/ Colin Lloyd, as attorney-in-fact For: Kenneth B. Miller	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

When did HPE complete its acquisition of Juniper Networks (JNPR)?

2 July 2025, as reflected in the Form 4 filing.

What cash amount did Juniper shareholders receive in the merger?

Each share converted into $40.00 in cash, without interest.

How many Juniper shares did CFO Kenneth Miller dispose of?

He disposed of 116,835 common shares (60,728 direct, 56,107 indirect).

Were any open-market sales executed by the CFO?

No. All changes stem from the merger conversion; no market sales occurred.

What happened to unvested RSUs and PSUs held by the CFO?

They converted into HPE RSU and PSU awards at a 2.1431 exchange ratio, retaining original vesting terms.

Does the CFO still own Juniper equity post-merger?

No. After conversion, Juniper holdings are zero; equity exposure is now in HPE stock.