Hewlett Packard Enterprise (NYSE: HPE) EVP logs RSU vesting, tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hewlett Packard Enterprise executive Rami Rahim reported equity award activity involving restricted stock units (RSUs) and common shares. On February 20, 2026, RSUs covering 43,769 and 134,089 units were converted to common stock at a reference price of $21.37 per share as those RSUs vested.

To cover tax obligations, the filing shows dispositions of 21,842 and 66,482 common shares at $21.37 per share, described as share withholding rather than open‑market sales. Following these transactions, Rahim reports direct ownership of multiple RSU awards and common shares, plus additional common stock held indirectly through a living trust.

Footnotes explain that earlier equity awards granted in 2024 and 2025 were previously converted into larger RSU blocks, with portions vesting on 02/20/26 and further tranches scheduled to vest on 07/03/26 and other future dates. Additional RSU grants from July 2025 and September 2025 accrue dividend equivalent rights that increase the number of RSUs over time.

Insider Trade Summary

177,858 shares exercised/converted

Mixed 9 txns

Insider rahim rami

Role EVP, Pres GM Networking

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	43,769	$0.00	--
Exercise	Restricted Stock Units	134,089	$0.00	--
Exercise	Common Stock	43,769	$21.37	$935K
Tax Withholding	Common Stock	21,842	$21.37	$467K
Exercise	Common Stock	134,089	$21.37	$2.87M
Tax Withholding	Common Stock	66,482	$21.37	$1.42M
holding	Common Stock	--	--	--
Grant/Award	Restricted Stock Units	1,802.995	$0.00	--
Grant/Award	Restricted Stock Units	2,756.372	$0.00	--

Holdings After Transaction: Restricted Stock Units — 109,401 shares (Direct); Common Stock — 43,769 shares (Direct); Common Stock — 254,162 shares (Indirect, Living Trust)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. As previously reported, on 07/02/25, the reporting person's 02/20/24 equity award was converted into 218,800 Restricted Stock Units ("RSUs"), 65,631 of which vested on 07/02/25, 43,769 of which vested on 02/20/26, and 109,400 of which will vest on 07/03/26. As previously reported, on 07/02/25, the reporting person's 02/20/25 equity award was converted into 394,379 RSUs, 134,089 of which vested on 02/20/26, and 260,290 of which will vest on 07/03/26. As previously reported, on 07/17/2025, the reporting person was granted 146,484 RSUs, 48,828 of which will vest on each of 07/02/26, 07/02/27, and 07/02/28. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 829.3955 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25, and 973.5993 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26. As previously reported, on 09/30/2025, the reporting person was granted 223,941 RSUs, 74,647 of which will vest on each of 12/15/26, 12/15/27 and 12/15/28. The number of derivative securities in column 5 reflects 1,267.9586 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25, and 1,488.4138 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 04:29 PM

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

OMB Number:			3235-0287
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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^*

rahim rami

(Last)

(First)

(Middle)

1701 E MOSSY OAKS ROAD

(Street)

SPRING

77389

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Pres GM Networking

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M		43,769	A	$21.37	43,769	D
Common Stock	02/20/2026		F		21,842	D	$21.37	21,927	D
Common Stock	02/20/2026		M		134,089	A	$21.37	156,016	D
Common Stock	02/20/2026		F		66,482	D	$21.37	89,534	D
Common Stock								254,162	I	Living 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/20/2026		M			43,769⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	43,769	⁽²⁾	109,401	D
Restricted Stock Units	⁽¹⁾	02/20/2026		M			134,089⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	134,089	⁽³⁾	260,290	D
Restricted Stock Units	⁽¹⁾	10/17/2025		A		1,802.9948⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	1,802.9948	⁽⁴⁾	149,201.2012	D
Restricted Stock Units	⁽¹⁾	10/17/2025		A		2,756.3724⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	2,756.3724	⁽⁵⁾	226,697.3724	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

2. As previously reported, on 07/02/25, the reporting person's 02/20/24 equity award was converted into 218,800 Restricted Stock Units ("RSUs"), 65,631 of which vested on 07/02/25, 43,769 of which vested on 02/20/26, and 109,400 of which will vest on 07/03/26.

3. As previously reported, on 07/02/25, the reporting person's 02/20/25 equity award was converted into 394,379 RSUs, 134,089 of which vested on 02/20/26, and 260,290 of which will vest on 07/03/26.

4. As previously reported, on 07/17/2025, the reporting person was granted 146,484 RSUs, 48,828 of which will vest on each of 07/02/26, 07/02/27, and 07/02/28. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 829.3955 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25, and 973.5993 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26.

5. As previously reported, on 09/30/2025, the reporting person was granted 223,941 RSUs, 74,647 of which will vest on each of 12/15/26, 12/15/27 and 12/15/28. The number of derivative securities in column 5 reflects 1,267.9586 dividend equivalent rights at $22.96 per RSU credited to the reporting person's account on 10/17/25, and 1,488.4138 dividend equivalent rights at $21.44 per RSU credited to the reporting person's account on 01/16/26.

	Jonathan Sturz as Attorney-in-Fact for Rami Rahim	02/24/2026
	** 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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Source: View Original Filing on SEC EDGAR

FAQ

What did HPE executive Rami Rahim report in this Form 4 filing for HPE?

Rami Rahim reported vesting and conversion of restricted stock units into Hewlett Packard Enterprise common stock, along with share dispositions to cover tax obligations. The activity reflects routine equity compensation events, not open‑market share purchases or sales.

How many HPE restricted stock units vested or converted in this Form 4?

The filing shows RSU conversions tied to 43,769 and 134,089 units on February 20, 2026, becoming Hewlett Packard Enterprise common stock. These amounts come from larger equity awards previously converted into RSUs with staggered vesting dates over several years.

Were any HPE shares sold on the open market in this Rami Rahim Form 4?

The Form 4 describes stock dispositions coded as “F,” meaning shares were withheld to pay taxes or exercise costs, not sold in open‑market trades. These tax-withholding transactions used a reference price of $21.37 per Hewlett Packard Enterprise share.

What future vesting is disclosed for Rami Rahim’s HPE RSU awards?

Footnotes state that portions of earlier HPE equity awards will vest on July 3, 2026 and on December 15, 2026, 2027, and 2028. Additional RSU grants from July and September 2025 are scheduled to vest in equal annual installments across those future dates.

How do dividend equivalent rights affect Rami Rahim’s HPE RSUs?

Certain HPE RSU grants accrue dividend equivalent rights whenever dividends are paid on the common stock. These rights increase the RSU count, with specific credits cited at $22.96 and $21.44 per RSU, reflecting additional derivative securities recorded in the Form 4 footnotes.

Does Rami Rahim hold HPE shares indirectly through a trust?

Yes. The Form 4 shows indirect ownership of 254,162 Hewlett Packard Enterprise common shares through a living trust. This position is reported as indirect ownership, separate from Rahim’s directly held common stock and RSU-based equity awards.