What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-12-19 compared with 2023-12-22 · 81 added, 54 removed, 279 unchanged (33% of the section changed)

9 unchanged sentences

Other Information.

The Company filed a Corrected Certificate of Designations with the Secretary of State of the State of Delaware on December 17, 2024, to correct a scrivener’s error in the Certificate of Designations that was previously filed with the Secretary of State of the State of Delaware on September 12, 2024, governing the powers, preferences and rights of the 7.625% Series C Mandatory Convertible Preferred Stock.

This newly filed Corrected Certificate of Designations is attached hereto as Exhibit 3.8.

Trading Plans

18 unchanged sentences

Following the sanctions designation, HPE Russia immediately initiated procedures to terminate its relationship with Positive Technologies.

HPE does not plan to engage in any further transactions with this entity, except wind down activities that are authorized by OFAC going forward.

HPE does not plan to engage in any further

transactions with this entity, except wind down activities that are authorized by OFAC going forward.

HPE Russia continues to have blocked property associated with Positive Technologies.

6 unchanged sentences

The names of the executive officers of Hewlett Packard Enterprise and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I, Item 1, above.

Hewlett Packard Enterprise has adopted insider trading policies and procedures applicable to our directors, officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the New York Stock Exchange.

Our insider trading policy, among other things, (i) prohibits our employees and related persons and entities from trading in securities of Hewlett Packard Enterprise and certain other companies while in possession of material, non-public information, (ii) prohibits our employees from disclosing material, non-public information of Hewlett Packard Enterprise, or another publicly traded company, to others who may trade on the basis of that information, and (iii) requires that certain designated individuals and roles of the Company only transact in Hewlett Packard Enterprise securities during an open window period, subject to limited exceptions.

A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.

The following information will be included in Hewlett Packard Enterprise's Proxy Statement related to its 2025 Annual Meeting of Stockholders to be filed within 120 days after Hewlett Packard Enterprise's fiscal year end of October 31, 2024 (the “Proxy Statement”) and is incorporated herein by reference:

67 unchanged sentences

8-K 001-37483 2.2 September 7, 2016

2.11 Employee Matters Agreement, dated as of September 7, 2016, by and between Hewlett Packard Enterprise Company, Seattle SpinCo, Inc.

and Micro Focus International plc

8-K 001-37483 2.3 September 7, 2016

2.11 First Amendment to the Agreement and Plan of Merger, dated as of November 2, 2016, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., New Everett Merger Sub Inc., Computer Sciences Corporation, and Everett Merger Sub, Inc.

7 unchanged sentences

8-K 001-37483 99.2 March 7, 2017

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

2.16 Employee Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company, Everett SpinCo, Inc., and Computer Sciences Corporation,

8-K 001-38033 2.1 April 6, 2017

2.15 Tax Matters Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., and Computer Sciences Corporation

2 unchanged sentences

8-K 001-38033 2.3 April 6, 2017

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

2.17 Transition Services Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.

16 unchanged sentences

2.4 September 1, 2017

2.26 Agreement and Plan of Merger, dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, Canopy Merger Sub, Inc., and Cray Inc.

8-K 001-37483 2.1 May 17, 2019

2.27 Agreement and Plan of Merger, dated as of July 11, 2020, by and among Hewlett Packard Enterprise Company, Santorini Merger Sub, Inc., Silver Peak Systems, Inc., and certain other parties thereto

8-K 001-37483 2.1 July 13, 2020

2.24 Agreement and Plan of Merger, dated as of January 9, 2024, by and among Juniper Networks, Inc., Hewlett Packard Enterprise Company, and Jasmine Acquisition Sub, Inc.

(certain schedules and exhibits omitted pursuant to Regulation S-K Item 601(a)(5)).

8-K 001-37483 2.1 January 10, 2024

3.1 Registrant's Amended and Restated Certificate of Incorporation

6 unchanged sentences

8-K 001-37483 3.2 March 20, 2017

3.5 Registrant's Certificate of Amendment of the Amended and Restated Certificate of Incorporation

8-K 001-37483 3.1 April 12, 2024

3.6 Registrant's Restated Certificate of Incorporation

8-K 001-37483 3.2 April 12, 2024

3.7 Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company

8-K 001-37483 3.1 September 13, 2024

3.8 Corrected Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company ‡

4.1 Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee

2 unchanged sentences

8-K 001-37483 4.6 October 13, 2015

4.3 Sixth Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.200% notes due 2035

8-K 001-37483 4.7 October 13, 2015

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

2 unchanged sentences

Exhibit(s) Filing Date

8-K 001-37483 4.7 October 13, 2015

4.4 Seventh Supplemental Indenture, dated as of October 9, 2015, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 6.350% notes due 2045

8-K 001-37483 4.8 October 13, 2015

4.5 Seventeenth Supplemental Indenture, dated as of July 17, 2020, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 1.450% notes due 2024

8-K 001-37483 4.2 July 17, 2020

4.5 Eighteenth Supplemental Indenture, dated as of July 17, 2020, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company's 1.750% notes due 2026

6 unchanged sentences

8-K 001-37483 4.3 June 14, 2023

4.9 Twenty-Second Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 4.450% notes due 2026.

8-K 001-37483 4.2 September 26, 2024

4.10 Twenty-Third Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 4.400% notes due 2027.

8-K 001-37483 4.3 September 26, 2024

4.11 Twenty-Fourth Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 4.550% notes due 2029.

8-K 001-37483 4.4 September 26, 2024

4.12 Twenty-Fifth Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 4.850% notes due 2031.

8-K 001-37483 4.5 September 26, 2024

4.13 Twenty-Sixth Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 5.000% notes due 2034.

8-K 001-37483 4.6 September 26, 2024

4.14 Twenty-Seventh Supplemental Indenture, dated as of September 26, 2024, between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Hewlett Packard Enterprise Company’s 5.600% notes due 2054.

8-K 001-37483 4.7 September 26, 2024

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

4.15 Registration Rights Agreement, dated as of October 9, 2015, by and among Hewlett Packard Enterprise Company, Hewlett-Packard Company, and the representatives of the initial purchasers of the Notes

2 unchanged sentences

S-3ASR 333-222102 4.5 December 15, 2017

4.17 Form of 7.625% Series C Mandatory Convertible Preferred Stock (included in Exhibit 3.1 to the Registrant ’ s Form 8-K filed on September 13, 2024, which is incorporated by ref e rence)

8-K 001-37483 3.1 September 13, 2024

4.18 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934‡

9 unchanged sentences

8-K 001-37483 10.1 April 6, 2023

10.5 Amendment No.

3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*

8-K 001-37483 10.1 April 12, 2024

10.6 Hewlett Packard Enterprise Severance and Long-Term Incentive Change in Control Plan for Executive Officers*

2 unchanged sentences

S-8 333-207679 4.4 October 30, 2015

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

10.8 Form of Non-Qualified Stock Option Grant Agreement*

8-K 001-37483 10.4 November 5, 2015

10.8 Form of Performance-Contingent Non-Qualified Stock Option Grant Agreement*

8-K 001-37483 10.8 November 5, 2015

10.9 Form of Performance-Adjusted Restricted Stock Units Grant Agreement, as amended and restated effective January 1, 2016*

10-Q 001-37483 10.15 March 10, 2016

10.10 Description of Amendment to Equity Awards (incorporated by reference to Item 5.02 of the 8-K filed on May 26, 2016)*

8-K 001-37483 10.1 May 26, 2016

10.11 Niara, Inc.

2013 Equity Incentive Plan*

S-8 333-216481 4.3 March 6, 2017

10.12 SimpliVity Corporation 2009 Stock Plan*

S-8 333-217438 4.3 April 24, 2017

10.13 Silicon Graphics International Corp.

2005 Equity Incentive Plan, as amended*

10-K 000-51333 10.3 September 10, 2012

10.9 Cloud Technology Partners, Inc.

29 unchanged sentences

S-8 333-249731 4.4 October 29, 2020

10.26 Silver Peak Systems, Inc.

2014 Equity Incentive Plan, as amended*

S-8 333-249731 4.4 October 29, 2020

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

10.21 2021 Stock Incentive Plan – Form of Restricted Stock Units Grant Agreement*

8 unchanged sentences

10-Q 001-37483 10.32 June 2, 2023

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

10.26 OpsRamp, Inc.

4 unchanged sentences

10.28 2021 Stock Incentive Plan - Form of Restricted Stock Units Grant Agreement (for grants beginning December 2023)*

10-K 001-37483 10.34 December 22, 2023

10.29 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2023)*

10-K 001-37483 10.35 December 22, 2023

10.30 Amended and Restated Put Share Purchase Agreement, dated May 24, 2024, among H3C Holdings Limited, Izar Holding Co., and Unisplendour International Technology Limited (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv))

10-Q 001-37483 10.37 September 5, 2024

10.31 Agreement on Subsequent Arrangements, dated May 24, 2024, between H3C Holdings Limited and Unisplendour International Technology Limited (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv))

10-Q 001-37483 10.38 September 5, 2024

10.32 Amendment Agreement, dated as of June 18, 2024, amending the Five-Year Credit Agreement dated as of December 10, 2021 among Hewlett Packard Enterprise Company, the Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent and Citibank, N.A., as Co-Administrative Agent (certain schedules and exhibits omitted pursuant to Regulation S-K Item 601(a)(5))

10-Q 001-37483 10.39 September 5, 2024

10.33 Five-Year Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent.

8-K 001-37483 10.1 September 12, 2024

10.34 364-Day Term Loan Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent.

8-K 001-37483 10.2 September 12, 2024

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Incorporated by Reference

Number Exhibit Description Form File No.

Exhibit(s) Filing Date

10.35 Three-Year Term Loan Credit Agreement, dated as of September 12, 2024, among Hewlett Packard Enterprise Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Processing Agent and Co-Administrative Agent, and Citibank, N.A., as Co-Administrative Agent.

8-K 001-37483 10.3 September 12, 2024

19 Insider Trading Policy ‡

21 Subsidiaries of Hewlett Packard Enterprise Company‡

6 unchanged sentences

97 Hewlett Packard Enterprise Company Dodd-Frank Clawback Policy

10-K 001-37483 97 December 22, 2023

101.INS Inline XBRL Instance Document‡

13 unchanged sentences

HEWLETT PACKARD ENTERPRISE COMPANY

/s/ Jeremy K.

Senior Vice President,

Chief Financial Officer, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer

/s/ Marie Myers

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeremy K.

Schultz and Rishi Varma, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, John F.

Schultz and David Antczak, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3 unchanged sentences

(Principal Executive Officer) December 19, 2024

/s/ Marie Myers Executive Vice President and

Chief Financial Officer

(Principal Financial Officer) December 19, 2024

/s/ Jeremy K.

Cox Senior Vice President, Chief Financial Officer, Corporate Controller, and Chief Tax Officer

(Principal Financial and Accounting Officer) December 22, 2023

Cox Senior Vice President, Controller, and Chief Tax Officer

(Principal Accounting Officer) December 19, 2024

/s/ Patricia F.

Russo Chairman December 19, 2024

/s/ Daniel L.

Ammann Director December 22, 2023

/s/ Pamela L.

7 unchanged sentences

Livermore Director December 19, 2024

/s/ Bethany Mayer Director December 22, 2023

Bethany Mayer

/s/ Bethany J.

Mayer Director December 19, 2024

/s/ Charles H.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures