Form 4: HPE EVP Schultz Reports Future Stock Transactions

Hewlett Packard Enterprise EVP John F. Schultz filed a Form 4 detailing planned acquisitions and dispositions of company common stock in December 2025 under a Rule 10b5-1 trading plan.

Summary

• John F. Schultz, EVP, COLO of Hewlett Packard Enterprise Co (HPE), reported planned transactions of HPE common stock scheduled for December 2025.
• These transactions are being conducted under a Rule 10b5-1 trading plan adopted on March 24, 2025.
• On December 6, 2025, Schultz is scheduled to acquire 83,206 shares and 94,008 shares of common stock, both at a price of $23.33 per share, related to the vesting of Performance-Adjusted Restricted Stock Units (PARSUs) granted in 2022 and 2023, respectively.
• On the same date, 32,743 shares and 36,993 shares, both at $23.33 per share, will be disposed of for tax withholding purposes.
• On December 7, 2025, 70,888 shares of common stock are scheduled to be acquired at $23.33 per share, resulting from the vesting of Restricted Stock Units (RSUs) granted in 2023.
• Also on December 7, 2025, 26,317 shares at $23.33 per share will be disposed of for tax withholding.
• On December 8, 2025, Schultz is scheduled to dispose of 84,676 shares in an open market sale at a weighted average price of $23.1472 per share, with prices ranging from $23.050 to $23.235.
• Following these transactions, Schultz's direct beneficial ownership of common stock will be 338,685.475 shares.
• The filing also details accruals of dividend equivalent rights on various RSU grants throughout 2025.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of pre-scheduled insider transactions under a 10b5-1 plan, primarily related to equity award vesting and tax withholding, with a planned open market sale. It is neutral in sentiment as it reflects standard executive compensation and liquidity management, without indicating any new strategic direction or significant financial event.

Positives

• The vesting of Performance-Adjusted Restricted Stock Units (PARSUs) indicates that performance conditions for these equity awards were met, reflecting positively on the company's performance and management's compensation structure.
• The transactions are pre-scheduled under a Rule 10b5-1 plan, which demonstrates a structured approach to insider trading and reduces concerns about opportunistic timing.

Negatives

• The planned open market sale of 84,676 shares by a key executive, even if pre-scheduled, represents a reduction in direct ownership.

Future Outlook

The filing details future transactions scheduled for December 2025, indicating the continued vesting of equity awards granted in prior years (2022, 2023, 2024) and a pre-planned open market sale. The vesting of PARSUs is subject to Non-GAAP Net Income and relative total stockholder return conditions being met, implying an expectation of continued performance.

Management Comments

• The reported transaction occurred pursuant to a trading plan adopted on 03/24/25.
• The reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting.
• These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.
• Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

Industry Context

This Form 4 filing is a routine disclosure of an executive's planned stock transactions under a 10b5-1 plan. It reflects standard executive compensation practices involving equity awards (RSUs, PARSUs) and their subsequent vesting and disposition for tax purposes or personal liquidity. Such filings are common across publicly traded companies, particularly in the technology sector, where equity compensation is a significant component of executive pay. It does not provide broader industry trends or competitive insights.

Comparison to Industry Standards

• The use of Performance-Adjusted Restricted Stock Units (PARSUs) tied to Non-GAAP Net Income and relative total stockholder return aligns with best practices in executive compensation, linking executive incentives directly to company performance and shareholder value creation. Many large technology companies, such as Microsoft, Apple, and Google (Alphabet), utilize similar performance-based equity awards for their executives.
• The adoption of a Rule 10b5-1 trading plan for these transactions is a standard corporate governance practice for insiders, providing an affirmative defense against insider trading allegations by pre-scheduling trades. This practice is widely adopted by executives across the S&P 500 to manage their equity holdings transparently and compliantly.

Related Party Transactions

• The reported transactions involve an executive (John F. Schultz) and the company (Hewlett Packard Enterprise Co), which are inherently related party transactions. These are standard equity compensation and personal liquidity events for an insider.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards could be seen positively as it implies performance targets were met. The open market sale by an executive, while pre-planned, slightly reduces insider ownership. Overall, the impact is likely minimal as these are routine transactions.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The remaining portions of the 2022 RSU grant (63,118 units) are scheduled to vest on December 8, 2025.
• The remaining portions of the 2023 RSU grant (67,186 units) are scheduled to vest on December 7, 2026.
• The 2024 RSU grant (173,085 units) is scheduled to vest in three equal installments of 57,695 units on December 9, 2025, December 9, 2026, and December 9, 2027.

Key Dates

Keywords

Hewlett Packard Enterprise, HPE, John F. Schultz, Form 4, Insider Trading, Stock Transactions, 10b5-1 Plan, Restricted Stock Units, RSUs, Performance-Adjusted Restricted Stock Units, PARSUs, Executive Compensation, Equity Awards