UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
	FORM	8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
November 28, 2025
December 4, 2025
Date of Report (Date of Earliest Event Reported)
HEWLETT PACKARD ENTERPRISE COMPANY
(Exact name of registrant as specified in its charter)
Delaware	001-37483		47-3298624
(State or other jurisdictionof incorporation)	(Commission File Number)		(I.R.S. EmployerIdentification No.)

1701 East Mossy Oaks Road,

Spring,

77389

(Address of principal executive offices)

(Zip code)


(678)			259-9860
(Registrant’s telephone number, including area code)

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 Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

HPE

NYSE

7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share

~~HPEPrC~~HPEPRC

NYSE

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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

On ~~November 28~~December 4, 2025, ~~H3C Holdings Limited (“H3C Holdings”), a wholly-owned subsidiary of~~ Hewlett Packard Enterprise Company (“~~Hewlett Packard Enterprise”, “~~HPE”, or ~~the~~ “~~Company~~Hewlett Packard Enterprise”), ~~entered~~issued ~~into~~a ~~three~~press ~~share~~release ~~purchase~~relating ~~agreements~~to ~~with~~its ~~each~~results of ~~the~~operations ~~following~~for ~~entities,~~its ~~each~~fiscal ~~incorporated~~quarter orended ~~formed (as applicable) in the People's Republic of China: (i) Unisplendour International Technology Limited~~October 31, ~~incorporated~~2025. inA ~~the~~copy ~~Hong Kong Special Administrative Region~~ of the ~~People's~~press ~~Republic~~release ofis ~~China~~attached ~~("UNIS"),~~hereto ~~(ii)~~as ~~Hefei~~Exhibit ~~Huaxin Mingzhu Equity Investment Partnership L~~99.~~P.,~~1 and ~~(iii)~~is ~~Ningbo~~incorporated ~~Yongning~~herein Yinshu Venture Capital Partnership (Limited Partnership) (each, a "Counterparty" and collectively, the "Counterparties") (each, a "Share Purchase Agreement" and collectively, the "Share Purchase Agreements"). The Share Purchase Agreements and the transactions contemplated therein, relate to the disposition of share capital of H3C Technologies Co., Limited ("H3C") held by ~~HPE~~reference.

~~Pursuant~~Item to7.01 ~~and~~Regulation ~~subject~~FD toDisclosure. ~~the~~The ~~terms~~information ~~and~~contained ~~conditions of the Share Purchase Agreements, and~~ in ~~furtherance~~this ofItem ~~the~~7.01 ~~Agreement~~shall onnot ~~Subsequent~~be ~~Arrangements~~deemed ~~that~~filed ~~was~~for ~~entered~~purposes ~~into~~of onSection ~~May~~18 ~~24,~~of ~~2024 (~~the ~~"Subsequent~~Exchange ~~Arrangements Agreement") and the Side Letter that was entered into on November 17~~Act, ~~2025~~or toincorporated ~~modify~~by ~~the~~reference ~~Subsequent~~in ~~Arrangements~~any ~~Agreement,~~filing ~~H3C~~under ~~Holdings shall sell to~~ the ~~Counterparties~~Exchange anAct ~~aggregate~~or ~~of 9% of~~ the ~~total~~Securities ~~issued share capital of H3C (each~~Act, aexcept ~~“Sale~~as ~~Transaction”~~shall ~~and~~be ~~collectively,~~expressly ~~the~~set ~~"Sale~~forth ~~Transactions")~~by ~~for~~specific ~~cash~~reference ~~consideration~~in ofsuch ~~approximately USD $643 million (the “Consideration”)~~filing.

~~The~~HPE ~~obligations~~is ofalso ~~H3C~~announcing ~~Holdings,~~a onquarterly ~~the~~dividend ~~one~~of ~~hand,~~$0.1425 ~~and~~common ~~the~~per ~~Counterparties~~share, on the ~~other~~first ~~hand,~~in toHewlett ~~effect~~Packard ~~the~~Enterprise's ~~Sale~~fiscal ~~Transactions~~year ~~are~~2026, ~~subject~~payable toon ~~the satisfaction~~ or ~~waiver~~about ofJanuary ~~certain~~16, ~~conditions~~2026, ~~including but not limited~~ to: ~~(i)~~stockholders ~~each~~ of ~~the~~record ~~Counterparties~~as ~~having obtained all necessary approvals from the applicable governmental authorities in the People's Republic~~ of ~~China in connection with each Sale Transaction, (ii) delivery by H3C Holdings of a certified copy of~~ the ~~resolutions~~close of ~~its~~business ~~board~~on ofDecember ~~directors authorizing the execution of the Share Purchase Agreements and the Deed of Adherence (as defined in the Share Purchase Agreements)~~19, ~~(iii)~~2025. inEach ~~the~~quarterly ~~case~~dividend ofmust ~~the~~be ~~Share~~declared ~~Purchase Agreement with UNIS, approval~~ by the ~~shareholders~~Board of ~~Unisplendour~~Directors ~~Corporation~~out ~~Limited, the parent company~~ of ~~UNIS,~~legally ofavailable ~~that~~sources ~~particular~~prior ~~Sale~~to Transaction, (iv) the absence of any law or order that would prevent or make illegal any of the Sale Transactions contemplated by the Share Purchase Agreements, (v) the accuracy of all parties’ representations and warranties, and (vi) compliance by all parties with their respective covenants as set forth in their applicable Share Purchase Agreement, in all material respectspayment.

Pursuant to and subject to the terms and conditions of the Share Purchase Agreements, H3C Holdings and each Counterparty have agreed to various covenants and agreements for each respective Sale Transaction, including, among other things, (i) for each Counterparty to use its respective best endeavors to obtain all its respective internal and external approvals, consents, and/or filings, (ii) for each Counterparty to keep H3C Holdings reasonably and timely informed of the status of its respective approvals, consents, and/or filings, (iii) for each Counterparty to provide prior written notice to H3C Holdings of material meetings with government authorities, as permitted by law and the applicable government authorities, and (iv) for H3C Holdings to cooperate with each Counterparty and its best endeavors to provide all information and documentation reasonably requested by such Counterparty in connection with their obtaining any consents, waivers, or approvals of any relevant governmental authority necessary to consummate their respective Sale Transaction. With respect to the Sale Transactions, H3C Holdings shall undertake all tax reporting obligations with the applicable tax authority in the People's Republic of China.

Should the conditions set forth above not be satisfied by the Long Stop Date (as defined below), either H3C Holdings or the Counterparties may terminate their respective Share Purchase Agreement, provided that the party exercising such right is not in material breach of the applicable Share Purchase Agreement. The "Long Stop Date" means the date falling 180 days after November 28, 2025, provided that, if any of the aforementioned conditions is not satisfied or waived by 5:00 p.m. (Beijing time) on such date, such date may be extended once by a maximum of 30 days, subject to the provisions of the applicable Share Purchase Agreement.

The Share Purchase Agreements also contain customary representations and warranties of each Counterparty and H3C Holdings.

The foregoing summary of the Share Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the actual terms of the Share Purchase Agreements, copies of which will be filed as

exhibits to the Company’s Annual Report on Form 10-K for the period ended October 31, 2025. The Share Purchase Agreements will be filed as exhibits to provide investors with information regarding their terms and are not intended to provide any financial or other factual information about HPE, UNIS or any Counterparty. In particular, the representations, warranties, and covenants contained in the Share Purchase Agreements (i) were made only for purposes of such agreements and as of specific dates; (ii) were made solely for the benefit of the parties to the Share Purchase Agreements; (iii) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Share Purchase Agreements, rather than establishing those matters as facts; and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Share Purchase Agreements. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Share Purchase Agreements, which subsequent information may or may not be fully reflected in public disclosures by HPE. Accordingly, investors should not rely on the representations, warranties, and covenants contained in the Share Purchase Agreements or any descriptions thereof as characterizations of the actual state of facts or condition of either of the parties or any of their respective affiliates.

HPE and its affiliates have engaged in, and are expected to continue to engage in, other commercial dealings in the ordinary course of business with H3C, UNIS, and Unisplendour Corporation Limited.


Forward-looking statements.

This Form 8-K ~~contains~~and the press release contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. ~~All~~Such statements ~~other~~involve ~~than~~risks, ~~statements~~uncertainties, ofand ~~historical~~assumptions. ~~fact~~If ~~are~~the ~~statements~~risks ~~that~~or ~~could~~uncertainties beever ~~deemed~~materialize ~~forward-looking~~or ~~statements,~~the ~~including~~assumptions ~~but~~prove ~~not~~incorrect, ~~limited~~the toresults ~~any projections~~ of ~~financial~~Hewlett ~~performance,~~Packard ~~plans,~~Enterprise ~~strategies~~Company and ~~objectives~~its consolidated subsidiaries of(“Hewlett ~~management~~Packard ~~for~~Enterprise”) ~~future~~may ~~operations~~differ materially from those expressed or ~~performance~~implied by such forward-looking statements and assumptions. The words “believe,” , “expect,” , “anticipate”, “guide” , “optimistic”, “intend”, “aim” , “will”, “estimates” , “may”, “could”, “should” and similar expressions are intended to  identify  such forward-looking statements. ~~Such~~All statements ~~involve~~other ~~risks,~~than ~~uncertainties,~~statements ~~and~~of ~~assumptions~~historical ~~relating~~fact are statements that could be deemed forward-looking statements, including but not limited, to ~~obtaining~~any ~~all~~statements ~~necessary~~related ~~external~~to ~~approvals~~any ~~and~~anticipated ~~consents~~financial ~~and/~~or ~~making~~operational ~~all~~benefits ~~necessary~~associated ~~filings,~~with ~~and~~ the ~~timing~~segment ~~thereof;~~realignment ~~obtaining~~that ~~approval~~went ofinto effect starting the ~~Sale~~first ~~Transactions~~quarter ~~from~~of ~~Counterparties'~~fiscal ~~respective~~2026, ~~stockholders;~~any statements regarding the ~~timing~~ongoing integration of Juniper Networks, Inc., and ~~completion~~any ofprojections, ~~all~~estimates, ~~other~~or ~~obligations~~expectations ~~included~~of insavings ~~the~~or ~~Share~~synergy ~~Purchase~~realizations ~~Agreements~~in connection therewith; ~~the~~any ~~timing~~projections, ofestimations, ~~the~~or ~~consummation~~expectations of ~~the~~addressable ~~Sale~~markets ~~Transactions~~and their sizes, revenue (including ~~receipt~~annualized byrevenue ~~HPE~~run-rate), ofmargins, ~~the~~expenses ~~Consideration;~~(including ~~and~~stock-based ~~the~~compensation ~~anticipated~~expenses), ~~use~~investments, ofeffective ~~the~~tax ~~proceeds~~rates, ~~therefrom.~~interest Ifrates, the ~~risks~~impact orof ~~uncertainties~~tax ~~ever~~law ~~materialize~~changes orand ~~the~~related ~~assumptions~~guidance ~~prove~~and ~~incorrect~~regulations, the ~~results~~impact of ~~HPE~~changes ~~and~~in ~~its~~trade ~~consolidated~~policies ~~subsidiaries~~and ~~may~~restrictions ~~differ~~and ~~materially~~the ~~from~~uncertainty ~~those~~created ~~expressed~~thereby, ornet ~~implied~~earnings, bynet ~~such~~earnings ~~forward-looking~~per ~~statements~~share, ~~and~~cash ~~assumptions.~~flows, ~~Factors~~liquidity ~~leading~~and tocapital ~~such~~resources, ~~material~~inventory, ~~differences~~goodwill, ~~may~~impairment ~~include~~charges, ~~without~~order ~~limitation~~backlog, ~~the~~share ~~risk~~repurchases, ~~that~~currency ~~the~~exchange ~~consummation~~rates, repayments of ~~one~~debts orincluding ~~more~~our ofasset-backed ~~the~~debt ~~Sale~~securities, ~~Transactions~~or ~~may~~other befinancial ~~delayed~~items; ~~the~~recent ~~risk~~amendments ofto accounting guidance and any ~~unexpected~~potential ~~costs~~impacts oron ~~expenses~~our ~~resulting~~financial ~~from~~reporting ~~the~~therefrom; ~~parties'~~any ~~carrying~~projections ~~out~~or ~~the~~estimations ~~Share~~of ~~Purchase~~orders; ~~Agreements~~any ~~and~~projections of the ~~transactions~~amount, ~~contemplated~~timing, ~~thereby~~or impact of cost saving actions; any statements of the ~~risk~~plans, strategies, and objectives of ~~any~~management ~~litigation~~for ~~relating~~future tooperations, ~~the~~as ~~Share~~well ~~Purchase~~as ~~Agreements~~the execution and ~~the~~consummation of corporate transactions or contemplated ~~thereby;~~acquisitions and dispositions (including but not limited to the ~~risk~~disposition of ~~any~~shares ~~delays~~of inH3C ~~obtaining~~Technologies ~~any~~Co., ~~required~~Limited ~~governmental~~(“H3C”) and ~~regulatory~~the ~~approvals,~~receipt asof ~~well~~proceeds astherefrom), ~~any~~research ~~terms~~ and ~~conditions~~development ofexpenditures, ~~such~~and ~~approvals~~any ~~that~~resulting ~~could~~benefit, ~~reduce~~cost ~~anticipated~~savings, ~~benefits~~charges, or ~~cause~~revenue ~~the~~or ~~parties~~profitability toimprovements; ~~abandon~~any statements concerning the ~~Sale~~expected ~~Transactions.~~development, ~~Risks~~performance, ~~uncertainties~~market share, ~~and~~or ~~assumptions~~competitive ~~include~~performance ~~those~~relating ~~that~~to ~~are~~our ~~described~~products inor ~~HPE’s~~services; ~~Annual~~any ~~Report~~statements onconcerning ~~Form~~technological ~~10-K~~and ~~for~~market trends, the ~~fiscal~~pace ~~year~~of ~~ended~~technological ~~October 31~~innovation, ~~2024,~~and ~~Quarterly~~adoption ~~Reports~~of onnew ~~Form 10-Q~~technologies, ~~Current~~including ~~Reports~~artificial onintelligence-related ~~Form~~and ~~8-K,~~other products and ~~that~~services ~~are~~offered ~~otherwise~~by ~~described~~Hewlett orPackard ~~updated~~Enterprise; ~~from~~any ~~time~~statements toregarding ~~time~~current inor ~~HPE’s~~future ~~Securities~~macroeconomic trends or events and ~~Exchange~~the ~~Commission~~impacts ~~reports.~~of ~~HPE~~those ~~assumes~~trends noand ~~obligation~~events on Hewlett Packard Enterprise and ~~does~~our ~~not~~financial ~~intend~~performance, including our actions to ~~update~~mitigate ~~these~~such ~~forward-looking~~impacts on our business; any statements, ~~except~~regarding asfuture ~~required~~regulatory bytrends ~~applicable~~and ~~law.~~the resulting legal and reputational exposure, including but not

SIGNATURE

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

HEWLETT PACKARD ENTERPRISE COMPANY

DATE: December 1, 2025

By:

/s/ David Antczak

Name:

David Antczak

Title:

Senior Vice President, General Counsel and Corporate Secretary

limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues, among others; any statements regarding pending investigations, claims, or disputes, including but not limited to the legal proceedings relating to the acquisition of Juniper Networks; any statements of expectation or belief, including those relating to future guidance and the financial performance of Hewlett Packard Enterprise; and any statements of assumptions underlying any of the foregoing. 

Risks, uncertainties, and assumptions include the need to address the many challenges facing Hewlett Packard Enterprise’s businesses; the competitive pressures faced by Hewlett Packard Enterprise’s businesses; risks associated with executing Hewlett Packard Enterprise’s strategy; the impact of macroeconomic and geopolitical trends and events; the need to effectively manage third-party suppliers and distribute Hewlett Packard Enterprise's products and services; the protection of Hewlett Packard Enterprise's intellectual property assets, including intellectual property licensed from third parties and intellectual property shared with its former parent; risks associated with Hewlett Packard Enterprise's international operations (including from geopolitical events and macroeconomic uncertainties); the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution of Hewlett Packard Enterprise’s transformation and mix shift of its portfolio of offerings; the execution and performance of contracts by Hewlett Packard Enterprise and its suppliers, customers, clients, and partners, including any impact thereon resulting from macroeconomic or geopolitical events; the hiring and retention of key employees; the execution, integration, consummation, and other risks associated with business combination, disposition, and investment transactions, including but not limited to the risks associated with the disposition of H3C shares and the receipt of proceeds therefrom and successful integration of Juniper Networks, Inc., including our ability to implement our plans and forecasts and realize our anticipated financial and operational benefits with respect to the consolidated business; the execution, timing, and results of any cost reduction actions, including estimates and assumptions related to the costs and anticipated benefits of implementing such actions; the impact of changes to privacy, cybersecurity, environmental, global trade, and other governmental regulations; changes in our product, lease, intellectual property, or real estate portfolio; the payment or non-payment of a dividend for any period; the efficacy of using non-GAAP, rather than GAAP, financial measures in business projections and planning; the judgments required in connection with determining revenue recognition; impact of company policies and related compliance; utility of segment realignments; allowances for recovery of receivables and warranty obligations; provisions for, and resolution of, pending investigations, claims, and disputes; the impacts of legal and regulatory changes and related guidance; and other risks that are described in Hewlett Packard Enterprise’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in other filings made by Hewlett Packard Enterprise from time to time with the Securities and Exchange Commission. Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements, except as required by applicable law.


Item 9.01			Financial Statements and Exhibits.
			(d) Exhibits.

Exhibit Number			Description

Exhibit 99.1			Hewlett Packard Enterprise Company Press Release, dated December 4, 2025 (furnished herewith).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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