HPE Completes $40-per-Share Buyout of Juniper Networks, Insider Filing Shows

Rhea-AI Filing Summary

Form 4 highlights the disposition of Juniper Networks Inc. (JNPR) equity held by director Kevin A. DeNuccio in connection with the closing of the company’s merger with Hewlett Packard Enterprise (HPE) on July 2 2025. The filing confirms that:

• The merger, originally announced on 9 January 2024, has been consummated; Jasmine Acquisition Sub merged with and into Juniper, leaving Juniper as a wholly-owned HPE subsidiary.
• Cash consideration of $40.00 per share was paid for every outstanding common share of Juniper, with no interest.
• DeNuccio disposed of 28,579 common shares (Table I) and 6,840 restricted stock units (Table II), both coded “D” for disposition, receiving cash in lieu of equity.
• All RSUs held by non-employee directors were cancelled and settled in cash at the same $40.00 per-share rate.

As a result, DeNuccio reports zero Juniper shares or derivative securities remaining, and Juniper’s public float effectively ends. The filing provides investors with final confirmation of the cash-out value and the transaction’s effective date.

Positive

• Merger completion: Filing confirms HPE’s acquisition of Juniper closed on 07/02/2025, eliminating deal-completion risk.
• Cash certainty: Shareholders receive a definite $40.00 per share in cash, providing clear valuation and liquidity.

Negative

• Equity termination: Juniper shares cease trading independently, removing potential for future upside participation in the standalone company.

Insights

Securities Analyst

TL;DR – Filing confirms $40 cash-out and merger close; material but expected.

The Form 4 validates that the HPE–Juniper deal has formally closed, triggering the mandatory cash conversion of Juniper equity. DeNuccio’s entire holding—28,579 shares and 6,840 RSUs—was surrendered for $40 per share, matching the announced take-out price and implying an individual cash payout of roughly $1.42 million for common shares and $0.27 million for RSUs. Because the consideration matches prior disclosure and no contingent payouts are noted, valuation uncertainty for shareholders is eliminated. The Form 4 also signals that Juniper equity will no longer trade independently, an important cut-off point for index funds and arbitrage desks. Overall market impact is limited because the event was widely priced in, but the definitive close removes residual deal risk.

M&A Specialist

TL;DR – Merger consummation is a milestone, cash terms intact, no surprises.

This insider filing is a mechanical step required by Section 16 but carries confirmatory value: it evidences that all closing conditions under the Agreement and Plan of Merger were satisfied on 2 July 2025. The cash-only structure eliminates post-closing integration risk for former Juniper shareholders, transferring all operational and synergy execution risk to HPE. From a deal-arbitrage standpoint, the document extinguishes remaining timing risk; funds can now release capital or roll into HPE if they choose. No indemnity hold-backs, earn-outs, or escrows are referenced, underscoring the cleanliness of the exit. Therefore, while the disclosure is largely procedural, it is still impactful as it locks in the $40/share value.

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^*

DENUCCIO KEVIN A

(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		28,579	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: Kevin DeNuccio	07/02/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

When did the HPE–Juniper (JNPR) merger officially close?

The merger closed on July 2 2025, as indicated in the Form 4 filing.

What is the cash consideration per Juniper Networks (JNPR) share?

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

How many shares did Director Kevin DeNuccio dispose of in the transaction?

He disposed of 28,579 common shares and 6,840 RSUs.

Will Juniper Networks continue to trade under ticker JNPR?

No. After the merger’s consummation, Juniper became a wholly-owned HPE subsidiary and its shares no longer trade separately.

Were the restricted stock units (RSUs) converted to HPE equity?

No. All RSUs were cancelled and settled in cash at the same $40.00 per-share rate.