Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company's management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
See Management’s Report of Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during that quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. Other Information.
Trading Plans
During the fiscal quarter ended October 31, 2025, the following trading plans were adopted by our directors or officers, as applicable:
Name & Title Date of Adoption / Termination Character of Trading Arrangement (1)
Aggregate Number of Shares of Common Stock to be Purchased/Sold Pursuant to Trading Arrangement Duration of Plan (2)
Antonio Neri Adopted
September 29, 2025
Rule 10b5-1
Trading Arrangement Up to 440,889
shares to be sold
December 29, 2025- June 29, 2026
President and Chief Executive Officer
Marie Myers Adopted
September 30, 2025
Rule 10b5-1
Trading Arrangement Up to 93,583
shares to be sold
January 21, 2026- December 31, 2026
Executive Vice President, Chief Financial Officer
Neil MacDonald Adopted
September 30, 2025
Rule 10b5-1
Trading Arrangement Up to 293,747
shares to be sold
December 29, 2025- May 29, 2026
Executive Vice President, General Manager, Server
Kirt Karros Adopted
September 24, 2025
Rule 10b5-1
Trading Arrangement Up to 108,989
shares to be sold
December 15, 2025- March 31, 2026
Senior Vice President, Treasurer, Corporate Development and FP&A
(1) Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended (the “Rule”).
(2) Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions after the indicated duration start date and, in any case, upon expiration of the applicable mandatory cooling-off period under the Rule, and until the earlier of the indicated duration end date or completion of all sales contemplated in the Rule 10b5-1 Trading Arrangement.
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ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
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 2026 Annual Meeting of Stockholders to be filed within 120 days after Hewlett Packard Enterprise's fiscal year end of October 31, 2025 (the “Proxy Statement”) and is incorporated herein by reference:
• Information regarding (i) directors of Hewlett Packard Enterprise, including those who are standing for reelection and any persons nominated to become directors of Hewlett Packard Enterprise and (ii) any family relationships between any director, executive officer, or person nominated to become a director or executive officer, is set forth under “Our Board—Board Leadership Structure” and/or “Proposals to be Voted On—Proposal No. 1—Election of Directors.”
• Information regarding Hewlett Packard Enterprise's Audit Committee and designated “audit committee financial experts” is set forth under “Our Board—Committees of the Board—Audit Committee.”
• Information regarding Hewlett Packard Enterprise's code of business conduct and ethics for directors, officers and employees, also known as the “Standards of Business Conduct,” and on Hewlett Packard Enterprise's Corporate Governance Guidelines is set forth under “Governance—Governance Documents.”
• Information regarding Hewlett Packard Enterprise's Audit Committee is set forth under “Our Board—Committees of the Board—Audit Committee” and “Audit-Related Matters—Audit Committee Overview.”
ITEM 11. Executive Compensation.
The following information will be included in the Proxy Statement and is incorporated herein by reference:
• Information regarding Hewlett Packard Enterprise's compensation of its named executive officers is set forth under “Executive Compensation.”
• Information regarding Hewlett Packard Enterprise's compensation of its directors is set forth under “Our Board—Director Compensation and Stock Ownership Guidelines.”
• Information regarding compensation committee interlocks and insider participation is set forth under “Our Board—Committees of the Board—Compensation—HR and Compensation Committee—Compensation Committee Interlocks and Insider Participation.”
• The report of Hewlett Packard Enterprise's HR and Compensation Committee is set forth under “Executive Compensation—HRC Committee Report on Executive Compensation.”
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following information will be included in the Proxy Statement and is incorporated herein by reference:
• Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under “Governance—Stock Ownership Information—Common Stock Ownership of Certain Beneficial Owners and Management.”
• Information regarding Hewlett Packard Enterprise's equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled “Equity Compensation Plan Information.”
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ITEM 13. Certain Relationships and Related Transactions, and Director Independence.
The following information will be included in the Proxy Statement and is incorporated herein by reference:
• Information regarding transactions with related persons is set forth under “Governance—Related Persons Transactions Policies and Procedures.”
• Information regarding director independence is set forth under “Governance—Director Independence.”
ITEM 14. Principal Accounting Fees and Services.
Information regarding principal accounting fees and services will be set forth under “Proposals to be Voted On—Proposal No. 2—Ratification of Independent Registered Public Accounting Firm—Principal Accounting Fees and Services” and “Audit-Related Matters—Report of the Audit Committee of the Board of Directors” in the Proxy Statement, which information is incorporated herein by reference.
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PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
1. All Financial Statements:
The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”
Report of Independent Registered Public Accounting Firm
74
Consolidated Statements of Earnings
79
Consolidated Statements of Comprehensive Income
80
Consolidated Balance Sheets
81
Consolidated Statements of Cash Flows
82
Consolidated Statements of Stockholders' Equity
83
Notes to Consolidated Financial Statements
85
2. Financial Statement Schedules:
All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements and notes thereto in Item 8 above.
3. Exhibits:
A list of exhibits filed or furnished with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished by Hewlett Packard Enterprise) is provided in the accompanying Exhibit Index. Hewlett Packard Enterprise will furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request. Stockholders may request exhibits copies by contacting:
Hewlett Packard Enterprise Company
Attn: Investor Relations
1701 E. Mossy Oaks Road
Spring, Texas 77389
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EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
2.1 Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto
8-K 001-37483 2.1 November 5, 2015
2.2 Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
8-K 001-37483 2.2 November 5, 2015
2.3 Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
8-K 001-37483 2.4 November 5, 2015
2.4 Real Estate Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
8-K 001-37483 2.5 November 5, 2015
2.5 Master Commercial Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company
8-K 001-37483 2.6 November 5, 2015
2.6 Information Technology Service Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and HP Enterprise Services, LLC
8-K 001-37483 2.7 November 5, 2015
2.7 Agreement and Plan of Merger, dated as of May 24, 2016, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., Computer Sciences Corporation, and Everett Merger Sub, Inc.
8-K 001-37483 2.1 May 26, 2016
2.8 Separation and Distribution Agreement, dated as of May 24, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
8-K 001-37483 2.2 May 26, 2016
2.9 Agreement and Plan of Merger, dated as of September 7, 2016, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., Micro Focus International plc, Seattle Holdings, Inc. and Seattle MergerSub, Inc.
8-K 001-37483 2.1 September 7, 2016
2.10 Separation and Distribution Agreement, dated as of September 7, 2016, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.
8-K 001-37483 2.2 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.
8-K 001-37483 2.1 November 2, 2016
2.12 First Amendment to the Separation and Distribution Agreement, dated as of November 2, 2016, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
8-K 001-37483 2.2 November 2, 2016
2.13 Tax Matters Agreement, dated March 31, 2017, by and among Hewlett Packard Enterprise Company, Everett SpinCo, Inc., and Computer Sciences Corporation
8-K 001-38033 2.2 April 6, 2017
2.14 IP Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP, and Everett SpinCo, Inc.
8-K 001-38033 2.3 April 6, 2017
2.15 Transition Services Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
8-K 001-38033 2.4 April 6, 2017
2.16 Real Estate Matters Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
8-K 001-38033 2.5 April 6, 2017
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
2.17 Fourth Amendment to the Separation and Distribution Agreement, dated March 31, 2017, by and between Hewlett Packard Enterprise Company and Everett SpinCo, Inc.
8-K 001-38033 2.6 April 6, 2017
2.18 Tax Matters Agreement, dated September 1, 2017, by and among Hewlett Packard Enterprise Company, Seattle SpinCo, Inc., and Micro Focus International plc
8-K 001-37483
2.1 September 1, 2017
2.19 Intellectual Property Matters Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Development LP, and Seattle SpinCo, Inc.
8-K 001-37483
2.2 September 1, 2017
2.20 Transition Services Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.
8-K 001-37483
2.3 September 1, 2017
2.21 Real Estate Matters Agreement, dated September 1, 2017, by and between Hewlett Packard Enterprise Company and Seattle SpinCo, Inc.
8-K 001-37483
2.4 September 1, 2017
3.1 Registrant's Restated Certificate of Incorporation
8-K 001-37483 3.2 April 12, 2024
3.2 Registrant's Second Amended and Restated Bylaws effective September 27, 2023
8-K 001-37483 3.1 September 28, 2023
3.3 Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock of Hewlett Packard Enterprise Company
8-K 001-37483 3.1 March 20, 2017
3.4 Certificate of Designation of Series B Junior Participating Redeemable Preferred Stock of Hewlett Packard Enterprise Company
8-K 001-37483 3.2 March 20, 2017
3.5 Corrected Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of Hewlett Packard Enterprise Company
10-K
001-37483 3.8 December 19, 2024
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
8-K 001-37483 4.1 October 13, 2015
4.2 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 (including the form of 6.200% notes due 2035)
8-K 001-37483 4.7 October 13, 2015
4.3 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 (including the form of 6.350% notes due 2045)
8-K 001-37483 4.8 October 13, 2015
4.4 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 (including the form of 1.750% notes due 2026)
8-K 001-37483 4.3 July 17, 2020
4.5 Twenty-First Supplemental Indenture, dated as of June 14, 2023, 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 5.250% notes due 2028 (including the form of 5.250% notes due 2028)
8-K 001-37483 4.3 June 14, 2023
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
4.6 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 (including the form of 4.450% notes due 2026)
8-K 001-37483 4.2 September 26, 2024
4.7 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 (including the form of 4.400% notes due 2027)
8-K 001-37483 4.3 September 26, 2024
4.8 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 (including the form of 4.550% notes due 2029)
8-K 001-37483 4.4 September 26, 2024
4.9 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 (including the form of 4.850% notes due 2031)
8-K 001-37483 4.5 September 26, 2024
4.10 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 (including the form of 5.00% notes due 2034)
8-K 001-37483 4.6 September 26, 2024
4.11 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 (including the form of 5.600% notes due 2054)
8-K 001-37483 4.7 September 26, 2024
4.12 Twenty-Eighth Supplemental Indenture, dated as of September 15, 2025, 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 4.050% notes due 2027 (including the form of 4.050% notes due 2027)
8-K 001-37483 4.2 September 15, 2025
4.13 Twenty-Ninth Supplemental Indenture, dated as of September 15, 2025, 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 floating rate notes due 2028 (including the form of floating rate notes due 2028)
8-K 001-37483 4.3 September 15, 2025
4.14 Thirtieth Supplemental Indenture, dated as of September 15, 2025, 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 4.150% notes due 2028 (including the form of 4.150% notes due 2028)
8-K 001-37483 4.4 September 15, 2025
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
4.15 Thirty-First Supplemental Indenture, dated as of September 15, 2025, 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 2030 (including the form of 4.400% notes due 2030)
8-K 001-37483 4.5 September 15, 2025
4.16 Form of Subordinated Indenture between Hewlett Packard Enterprise Company and The Bank of New York Mellon Trust Company, N.A., as Trustee
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 reference)
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
10-K
001-37483 4.18 December 19, 2024
4.19 Indenture, dated March 3, 2011, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee
10-Q 333-288473 4.16 September 4, 2025
4.20 First Supplemental Indenture, dated as of March 3, 2011,between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of note for Juniper Networks, Inc.'s 5.950% senior notes due 2041)
10-Q 333-288473 4.17
September 4, 2025
4.21 Sixth Supplemental Indenture, dated as of August 26, 2019, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of note for Juniper Networks, Inc.'s 3.750% senior notes due 2029)
10-Q 333-288473 4.18
September 4, 2025
4.22 Seventh Supplemental Indenture, dated as of December 10, 2020, by and between Juniper Networks, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of note for Juniper Networks, Inc.'s 1.200% senior notes due 2025 and 2.000 senior notes due 2030)
10-Q 333-288473 4.19
September 4, 2025
10.1 Hewlett Packard Enterprise Company 2015 Stock Incentive Plan (amended and restated January 25, 2017)*
8-K 001-37483 10.1 January 30, 2017
10.2 Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
S-8 333-255839 4.4 May 6, 2021
10.3 Amendment No. 1 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
S-8 333-265378 4.7 June 2, 2022
10.4 Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
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 Amendment No. 4 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan*
8-K
001-37483
10.1 April 4, 2025
10.7 Hewlett Packard Enterprise Severance and Long-Term Incentive Change in Control Plan for Executive Officers*
10-12B/A 001-37483 10.4 September 28, 2015
10.8 Hewlett Packard Enterprise Grandfathered Executive Deferred Compensation Plan*
S-8 333-207679 4.4 October 30, 2015
10.9 Form of Non-Qualified Stock Option Grant Agreement*
8-K 001-37483 10.4 November 5, 2015
10.10 Cloud Technology Partners, Inc. 2011 Equity Incentive Plan*
S-8 333-221254 4.3 November 1, 2017
10.11 Amendment to the Cloud Technology Partners, Inc. 2011 Equity Incentive Plan*
S-8 333-221254 4.4 November 1, 2017
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
10.12 Plexxi Inc. 2011 Stock Plan*
S-8 333-226181 4.3 July 16, 2018
10.13 Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan (as amended and restated on July 18, 2018, effective as of October 8, 2015)*
10-Q 001-37483 10.29 September 4, 2018
10.14 Amendment No. 1 to the Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan (effective as of April 2, 2025)*
8-K
001-37483
10.2
April 4, 2025
10.15 Hewlett Packard Enterprise Executive Deferred Compensation Plan (as amended and restated December 1, 2018)*
10-K 001-37483 10.27 December 12, 2018
10.16 First Amendment to the Hewlett Packard Enterprise Company Severance and Long-Term Incentive Change in Control Plan for Executive Officers*
10-K 001-37483 10.29 December 12, 2018
10.17 BlueData Software Inc. 2012 Stock Incentive Plan*
S-8 333-229449 4.3 January 31, 2019
10.18 Cray Inc. 2013 Equity Incentive Plan (as amended and restated June 11, 2019)*
S-8 333-234033 4.3 October 1, 2019
10.19 Termination and Mutual Release Agreement dated as of October 30, 2019 by and between HP Inc. and Hewlett Packard Enterprise Company
10-K 001-37483 10.31 December 13, 2019
10.20 Aircraft Time Sharing Agreement, dated as of December 13, 2019, between Hewlett Packard Enterprise and Antonio Neri*
10-Q 001-37483 10.32 March 9, 2020
10.21 Silver Peak Systems, Inc. 2014 Equity Incentive Plan, as amended*
S-8 333-249731 4.4 October 29, 2020
10.22 2021 Stock Incentive Plan – Form of Restricted Stock Units Grant Agreement*
10-K 001-37483 10.30 December 10, 2021
10.23 2021 Stock Incentive Plan – Form of Performance-Adjusted Restricted Stock Units Grant Agreement*
10-K 001-37483 10.31 December 10, 2021
10.24 2021 Stock Incentive Plan - Form of Performance-Adjusted Restricted Stock Units Grant Agreement (for grants beginning December 2022)*
10-K 001-37483 10.31 December 8, 2022
10.25 2021 Stock Incentive Plan - Form of Non-Employee Director Restricted Stock Units Grant Agreement (for grants beginning April 2023)*
10-Q 001-37483 10.32 June 2, 2023
10.26 OpsRamp, Inc. 2014 Equity Incentive Plan*
10-Q 001-37483 10.33 June 2, 2023
10.27 Put Share Purchase Agreement, dated May 26, 2023, 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 10.34 June 2, 2023
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
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Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
10.32 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
10.33 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
10.34 First Amendment to the Three-Year Term Loan Credit Agreement, dated as of November 21, 2025, 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. ‡
10.35 HPE Offer Letter to Rami Rahim, dated as of January 9, 2024 (certain schedules and exhibits omitted pursuant to Regulation S-K Item 601(a)(5))*
10-Q 333-288473 10.35 September 4, 2025
10.36 Juniper Networks, Inc. 2015 Equity Incentive Plan, as amended and restated*
S-8 333-288473 4.3 July 2, 2025
10.37 128 Technology, Inc. Amended and Restated 2014 Equity Incentive Plan*
S-8 333-288473 4.4 July 2, 2025
10.38 Apstra, Inc. Amended and Restated 2014 Equity Incentive Plan*
S-8 333-288473 4.5 July 2, 2025
10.39 Mist Systems, Inc. 2014 Equity Incentive Plan*
S-8 333-288473 4.6 July 2, 2025
10.40 Juniper Networks, Inc. Deferred Compensation Plan*
S-8 333-288473 4.7 July 2, 2025
10.41 Form of Stock Option Agreement effective as of May 19, 2015*
10-Q 333-288473 10.35 September 4, 2025
10.42 Amended and Restated Juniper Networks, Inc. Form of Restricted Stock Unit Agreement effective as of December 1, 2021*
10-Q
333-288473
10.42 September 4, 2025
10.43 Cooperation Agreement, between Hewlett Packard Enterprise Company, Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P., dated July 16, 2025
8-K
001-37483
10.1 July 16, 2025
10.44 Share Purchase Agreement, dated November 17 , 2025, 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)) ‡
10.45 Share Purchase Agreement, dated November 17, 2025, between H3C Holdings Limited and Shenzhen Zhaohua Information and Communication Technology Phase I Private Equity I nvestment Fund Partnership (Limited Partnership) (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) ‡
10.46 Share Purchase Agreement, dated November 17, 2025, between H3C Holdings Limited and Beijing Xinhua Zhilian Equity Investment Co., Ltd. (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) ‡
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
10.47 Share Purchase Agreement, dated November 17, 2025, between H3C Holdings Limited and China CITIC Financial Asset Management Co., Ltd. (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) ‡
10.48 Share Purchase Agreement, dated November 17, 2025, between H3C Holdings Limited and Beijing Changshi Zhihua Equity Investment Co., Ltd (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) ‡
10.49 S ide Letter, dated November 17, 2025, 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)) ‡
10.50 Share Purchase Agreement, dated November 28 , 2025, 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)) ‡
10.51 Share Purchase Agreement, dated November 28, 2025, between H3C Holdings Limited and Hefei Huaxin Mingzhu Equity Investment Partnership L.P. (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) ‡
10.52 Share Purchase Agreement, dated November 28 , 2025, between H3C Holdings Limited and Ningbo Yongning Yinshu Venture Capital Partnership (Limited Partnership) (certain schedules, exhibits, and portions omitted pursuant to Regulation S-K Item 601(a)(5) and Item 601(b)(10)(iv)) ‡
19 Insider Trading Policy
10-K
001-37483
19 December 19, 2024
21 Subsidiaries of Hewlett Packard Enterprise Company‡
23.1 Consent of Independent Registered Public Accounting Firm‡
24 Power of Attorney (included on the signature page)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡
31.2 Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended‡
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
97 Hewlett Packard Enterprise Company Dodd-Frank Clawback Policy
10-K 001-37483 97 December 22, 2023
101.INS Inline XBRL Instance Document‡
101.SCH Inline XBRL Taxonomy Extension Schema Document‡
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document‡
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document‡
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document‡
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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES
Incorporated by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit(s) Filing Date
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document‡
104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments)
* Indicates management contract or compensation plan, contract or arrangement
‡ Filed herewith
† Furnished herewith
The registrant agrees to furnish to the Commission supplementally upon request a copy of any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis.
ITEM 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 18, 2025
HEWLETT PACKARD ENTERPRISE COMPANY
By: /s/ Marie Myers
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 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.
Signature Title(s) Date
/s/ Antonio F. Neri President, Chief Executive Officer and Director
(Principal Executive Officer) December 18, 2025
Antonio F. Neri
/s/ Marie Myers Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) December 18, 2025
Marie Myers
/s/ Jeremy K. Cox Senior Vice President, Controller, and Chief Tax Officer
(Principal Accounting Officer) December 18, 2025
Jeremy K. Cox
/s/ Patricia F. Russo Chair
December 18, 2025
Patricia F. Russo
/s/ Robert M. Calderoni
Director December 18, 2025
Robert M. Calderoni
/s/ Pamela L. Carter Director December 18, 2025
Pamela L. Carter
/s/ Regina E. Dugan Director December 18, 2025
Regina E. Dugan
/s/ Frank A. D’Amelio Director December 18, 2025
Frank A. D’Amelio
/s/ Jean M. Hobby Director December 18, 2025
Jean M. Hobby
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/s/ Raymond J. Lane Director December 18, 2025
Raymond J. Lane
/s/ Ann M. Livermore Director December 18, 2025
Ann M. Livermore
/s/ Bethany J. Mayer Director December 18, 2025
Bethany J. Mayer
/s/ Charles H. Noski Director December 18, 2025
Charles H. Noski
/s/ Raymond E. Ozzie Director December 18, 2025
Raymond E. Ozzie
/s/ Gary M. Reiner Director December 18, 2025
Gary M. Reiner
165