UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1630, ~~2024~~2025

~~Juniper~~JUNIPER ~~Networks~~NETWORKS, ~~Inc~~INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	001-34501	77-0422528
(State of incorporation)	(CommissionFile No.)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1133 Innovation Way


1133 Innovation Way
Sunnyvale, California		94089
(Address of principal executive offices)		(Zip Code)

~~Sunnyvale,~~Registrant’s ~~California~~telephone number, ~~94089~~including area code (408) 745-2000

(Address of principal executive offices)

Not Applicable

(Former name or former address, if changed since last report.)

~~Registrant’s~~Check ~~telephone~~the ~~number:~~appropriate ~~(408)~~box ~~745~~below if the Form 8-~~2000~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol		Name of each exchangeon which registered
Common Stock, par value $0.00001 per share		JNPR		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

JNPR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 7.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

As previously disclosed, on January 9, 2024, Juniper Networks, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Company, 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”). Pursuant to the Merger Agreement ~~and subject to the terms and conditions set forth therein~~, Merger Sub will ~~merge~~be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly- owned subsidiary of Parent.

~~Compensatory~~On ~~Arrangements~~January 30, 2025, the U.S. Department of ~~Certain~~Justice ~~Officers~~filed a complaint in the United States District Court for the Northern District of California seeking to enjoin the Merger (the “Action”).

InAlso connection with certain consequences of the Merger, certain employees of the Company (including the named executive officers and other executive officers) may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G” and the “Code”, respectively). To mitigate the potential impact of Section 280G and Section 4999 of the Code on ~~the~~January ~~Company and its named executive officers~~30, ~~among others~~2025, the ~~Compensation Committee of the Board of Directors of the~~ Company ~~(the “Compensation Committee”) on December 16, 2024, approved the acceleration into December 2024 of the vesting~~ and ~~payments~~Parent ofissued ~~certain~~a ~~bonus~~joint ~~and/or~~press ~~equity~~release ~~awards,~~in asresponse ~~applicable, that otherwise would have been payable~~ to ~~Robert Mobassaly (~~the ~~“Executive”)~~Action. ~~and~~A ~~other~~copy ~~employees~~ of the ~~Company~~press onrelease oris ~~after~~attached ~~January 1,~~hereto ~~2025,~~ as ~~described~~Exhibit ~~further below, subject to execution by the Executive of an Acceleration and Clawback Agreement (“Acceleration and Clawback Agreement”)~~99.1 These actions are intended to benefit the Company by preserving compensation-related corporate income tax deductions for the Company that otherwise might be disallowed through the operation of Section 280G and toincorporated ~~mitigate or eliminate the amount of excise tax that may be payable~~ by ~~the~~reference ~~Executive pursuant to Section 4999 of the Code in connection with Section 280G in certain circumstances~~herein.

InThe ~~approving~~information ~~the~~in ~~accelerated~~this ~~vesting~~Item ~~and~~7.01, ~~payments~~including ofthe ~~certain~~exhibit ~~bonus~~referenced herein and~~/or~~ ~~equity~~attached ~~awards~~hereto, ~~the~~shall ~~Compensation~~not ~~Committee~~be ~~considered,~~deemed ~~among~~“filed” ~~other~~for ~~things,~~purposes of Section 18 of the ~~projected~~Securities ~~value~~Exchange Act of 1934 (the ~~compensation-related~~“Exchange ~~corporate~~Act”), ~~income~~nor ~~tax~~shall ~~deductions~~it ~~that~~be ~~otherwise~~deemed ~~might~~incorporated beby ~~lost~~reference asin aany ~~result~~Company offiling under the ~~effect~~Securities Act of ~~Section 280G~~1933 ~~and~~or the ~~benefits~~Exchange toAct, ~~the~~except ~~Company~~as ofshall ~~reducing~~be ~~the~~expressly ~~potential~~set ~~tax~~forth ~~burden~~by onspecific ~~the~~reference ~~Executive~~in such filing.

The approved accelerated vesting and payments took the following forms: (a) payment in 2024 of cash incentive compensation that would otherwise be payable in the ordinary course of business in 2025 (the “Accelerated Cash Bonus”) and (b) accelerated vesting and settlement in 2024 of certain outstanding timeForward-~~based~~looking ~~restricted~~Statements stock units and performance stock units held by the Executive that would have otherwise vested and settled in accordance with their terms after 2024 (collectively, the “Accelerated RSUs” and together with the Accelerated Cash Bonus, the “Accelerated Amounts”). All Accelerated Amounts will be subject to applicable tax withholdings and are subject to the terms and conditions of the Acceleration and Clawback Agreement.

~~Specifically~~This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the ~~Compensation~~results ~~Committee~~of ~~approved~~Parent and its consolidated subsidiaries, and the Company and its consolidated subsidiaries, could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the outcome of the litigation; any statements regarding the ability of Parent to integrate and implement its plans, forecasts and other expectations with respect to the Company’s business after the completion of the transaction, and to realize additional opportunities for growth and innovation; any statements regarding the ~~Executive~~expected benefits of the ~~following~~transaction ~~accelerated~~contemplated ~~vesting~~by this document, including enhanced opportunities for growth, the delivery of customer benefits and ~~payments:~~the ~~(a) an~~realization ~~Accelerated~~and ~~Cash~~timing ~~Bonus~~of economic benefits; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the ability of Parent and the Company to prevail in the ~~amount~~litigation prior to the termination of ~~$243~~the merger agreement or to prevail at all; the possibility that the expected benefits of the consummated transaction may not materialize as expected; that the parties are unable to successfully implement integration strategies; potential adverse business uncertainty resulting from the completion of the transaction; and other risks that are described in Parent’s and the Company’s SEC reports,~~000~~ including but not limited to the risks described in Parent’s Annual Report on Form 10-K for its fiscal year ended October 31, 2024 and ~~(b)~~the 80Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30,~~785~~ ~~Accelerated~~2024, ~~RSUs~~both filed with the Securities and Exchange Commission. Parent and the Company assume no obligation and do not intend to update these forward-looking statements.

InItem ~~connection with the accelerated vesting and payments described above, on December 16, 2024, the Executive executed an Acceleration and Clawback Agreement~~9.01. ~~The~~Financial ~~Acceleration~~Statements and ~~Clawback Agreement provides that the Executive’s accelerated payments are subject to certain repayment conditions, as described below~~Exhibits.

Specifically, if the Executive voluntarily terminates his employment with the Company other than for “good reason” or his employment is terminated for “cause” or “disability” (as such terms are defined in the Acceleration and Clawback Agreement) prior to the date on which the applicable payment would have been made but for the payment of the Accelerated Amounts, as applicable, and such termination otherwise would have resulted in forfeiture of any portion of the Accelerated Cash Bonus or Accelerated RSUs that constitute Accelerated Amounts, as applicable, then the Executive is required to repay to the Company the applicable Accelerated Cash Bonus and the number of shares underlying Accelerated RSUs in connection with the Accelerated Amounts or an after-tax cash payment in lieu of the shares.


Exhibit No.		Description of Exhibit

99.1		Joint Press Release, issued by Juniper Networks, Inc. and Hewlett Packard Enterprise Company, dated January 30, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

If the Executive is required to make any of the foregoing repayments and fails to repay such amounts in a timely manner, the Executive will be required to reimburse the Company for any reasonable fees (including reasonable attorney’s fees) or costs it incurs in connection with seeking repayment.

The description of the Acceleration and Clawback Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Acceleration and Clawback Agreement, a copy of which is filed as Exhibit 10.1 herewith and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1†		Acceleration and Clawback Agreement by the Executive
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

† Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~January 1930, ~~2024~~2025

Juniper Networks, Inc. By: /s/ ~~Kenneth~~Robert B.Mobassaly ~~Miller~~ Name: ~~Kenneth~~Robert B.Mobassaly ~~Miller~~ Title: ~~Executive~~Senior Vice President and ~~Chief~~General ~~Financial Officer~~Counsel

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