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On December [ ], 2025, HPE announced plans to divest the Company’s Telco’s business to HCLTech. Subsequent to year end, Telco is included in our Corporate Investments and Other segment. The disposition is subject to regulatory approvals and satisfaction of other customary closing conditions.

Executive Overview:

Pending Divestiture of Telco

On December [ ], 2025, we announced plans to divest our Telco business to HCLTech. Subsequent to year end, Telco is included in our Corporate Investments and Other segment. The disposition is subject to regulatory approvals and satisfaction of other customary closing conditions.

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Table of Content

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
☒						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, ~~2024~~2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-37483

HEWLETT PACKARD ENTERPRISE COMPANY

(Exact name of registrant as specified in its charter)


Delaware						47-3298624
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification no.)

1701 East Mossy Oaks Road,

Spring,

Texas

77389

(Address of principal executive offices)

(Zip code)

(678)

259-9860

(Registrant's telephone number, including area code)

______________________________________________________________________________

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 $0.01 per share	HPE	New York Stock Exchange
7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share	HPEPRC	New York Stock Exchange

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of the registrant's common stock held by non-affiliates was $21,~~985~~184 million based on the last sale price of common stock on April 30, ~~2024~~2025.

The number of shares of Hewlett Packard Enterprise Company common stock outstanding as of December 910, ~~2024~~2025 was 1,~~315~~334,~~333~~533,~~942~~171 shares.

DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT DESCRIPTION						10-K PART
Portions of the Registrant's proxy statement related to its 2025 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant's fiscal year end of October 31, 2024 are incorporated by reference into Part III of this Report.						III
Portions of the Registrant's proxy statement related to its 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant's fiscal year end of October 31, 2025 are incorporated by reference into Part III of this Report.						III

Table of Content

Hewlett Packard Enterprise Company

Form 10-K

For the Fiscal Year ended October 31, ~~2024~~2025

Table of Contents

		Page
	PART I
Item 1.	Business	23
Item 1A.	Risk Factors	1617
Item 1B.	Unresolved Staff Comments	3641
Item 1C.	Cybersecurity	3641
Item 2.	Properties	3742
Item 3.	Legal Proceedings	3843
Item 4.	Mine Safety Disclosures	3843
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3944
Item 6.	[Reserved]	4045
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4146
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	6672
Item 8.	Financial Statements and Supplementary Data	6773
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~139~~150
Item 9A.	Controls and Procedures	~~139~~150
Item 9B.	Other Information	~~139~~151
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~140~~152
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~141~~153
Item 11.	Executive Compensation	~~141~~153
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~141~~153
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~142~~154
Item 14.	Principal Accounting Fees and Services	~~142~~154
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~143~~155
Item 16.	Form 10-K Summary	~~149~~163
	Signatures	~~150~~164

Table of Content

Forward-Looking Statements

This Annual Report on Form 10-K, including “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, 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 the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of Hewlett Packard Enterprise Company and its consolidated subsidiaries (“Hewlett Packard Enterprise”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. The words “believe,” “expect,” “anticipate,” ”guide,” “optimistic,” “intend,” “aim,” “will,” “estimates,” “may,” “likely,” “could,” “should” and similar expressions are intended to identify such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any statements related to any anticipated financial or operational benefits associated with the segment realignment that became effective as of the beginning of the first quarter of fiscal ~~2024~~2026; any statements regarding the ongoing integration of Juniper Networks, Inc., and any projections, estimates, or expectations of savings or synergy realizations in connection therewith; any projections, estimations or expectations of addressable markets and their sizes, revenue (including annualized revenue run-rate), margins, expenses (including stock-based compensation expenses), investments, effective tax rates, interest rates, the impact of tax law changes and related guidance and regulations, the impact of changes in trade policies and restrictions and the uncertainty created thereby, commodity costs, net earnings, net earnings per share, cash flows, liquidity and capital resources, inventory, goodwill, impairment charges, hedges and derivatives and related offsets, order backlog, benefit plan funding, deferred tax assets, share repurchases, currency exchange rates, repayments of debts including our asset-backed debt securities, or other financial items; recent amendments to accounting guidance and any potential impacts on our financial reporting therefrom; any projections or estimations of orders; any projections of the amount, ~~including~~timing, ~~as-a-service~~or ~~orders~~impact of cost saving actions and anticipated benefits to be realized, if any; any statements of the plans, strategies, and objectives of management for future operations, as well as the execution and consummation of corporate transactions or contemplated acquisitions and dispositions (including ~~but~~disposition ~~not~~of ~~limited~~shares ~~to our proposed acquisition~~ of ~~Juniper~~H3C ~~Networks,~~Technologies ~~Inc~~Com.), ~~and~~Limited ~~dispositions~~ (~~including disposition of our~~ “H3C”) ~~shares~~ and the receipt of proceeds therefrom), research and development expenditures, and any resulting benefits, cost savings, charges, or revenue or profitability improvements; any statements concerning the expected development, performance, market share, or competitive performance relating to products or services; any statements concerning technological and market trends, the pace of technological innovation, and adoption of new technologies, including artificial intelligence-related and other products and services offered by Hewlett Packard Enterprise; any statements regarding current or future macroeconomic trends or events and the ~~impact~~impacts of those trends and events on Hewlett Packard Enterprise and our financial performance, including but not limited to supply chain dynamics, ~~demand~~uncertain ~~for~~global ~~our~~trade ~~products~~policies and/or ~~services~~restrictions, and ~~access~~demand tofor ~~liquidity~~our products and services, and our actions to mitigate such impacts to our business; the scope and duration of ~~outbreaks,~~geopolitical ~~epidemics~~tensions, ~~pandemics,~~including ~~public~~but ~~health~~not ~~crises,~~limited to the ongoing ~~conflicts~~conflict between Russia and Ukraine, ~~and~~continuous instability in the Middle East, and the relationship between China and the U.S., and our actions in response thereto, and their impacts on our business, operations, liquidity and capital resources, employees, customers, partners, supply chain, financial results, and the world economy; any statements regarding future regulatory trends and the resulting legal and reputational exposure, including but not limited to those relating to environmental, social, governance, cybersecurity, data privacy, and artificial intelligence issues, among others; any statements regarding pending litigation, investigations, claims, or disputes~~; any statements of expectation or belief; 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, including but not limited to ~~heightened global trade restrictions,~~ the ~~use~~legal ~~and~~proceedings ~~development~~relating ~~of artificial intelligence and the events described above; the need~~ to ~~effectively manage third-party suppliers and distribute Hewlett Packard Enterprise's products and services;~~ the ~~protection~~acquisition of ~~Hewlett~~Juniper ~~Packard Enterprise's intellectual property assets, including intellectual property licensed from third parties and intellectual property shared with its former parent~~Networks; ~~risks~~any ~~associated~~statements ~~with~~of ~~Hewlett~~expectation ~~Packard Enterprise's international operations (including from public health crises, such as pandemics~~ or ~~epidemics~~belief, ~~and~~including ~~geopolitical events, such as, but not limited to,~~ those ~~mentioned~~relating ~~above); the development of and transition~~ to ~~new~~future ~~products~~guidance and ~~services and~~ the ~~enhancement~~financial ofperformance ~~existing products and services to meet customer needs and respond to emerging technological trends; the execution~~ of Hewlett Packard Enterprise~~’s ongoing 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~~statements ~~thereon resulting from macroeconomic or geopolitical events, such as, but not limited to, those mentioned above; the prospect~~ of aassumptions ~~shutdown~~underlying of the U.S. federal government; 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 completion of our proposed acquisition of Juniper Networks, Inc. and our ability to integrate and implement our plans, forecasts, and other expectations with respect to the consolidated business; 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 certain financial metrics; utility of segment realignments; allowances for recovery of receivables and warranty obligations; provisions for, and resolution of, pending litigation, investigations, claims, and disputes; the impacts of tax law changes and related guidance or regulations; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in Item 1A of Part I of this report and that are otherwise described or updated from time to time in Hewlett Packard Enterprise's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in other filings made with the Securities and Exchange Commissionforegoing. ~~Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements, except as required by applicable law.~~

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, including but not limited to those referenced above; 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 of and transition to 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 ongoing 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, including inflation and rising commodity costs; the prospect of a shutdown of the U.S. federal government; 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 integrate and 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

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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 certain financial metrics; utility of segment realignments; allowances for recovery of receivables and warranty obligations; provisions for, and resolution of, pending litigation, investigations, claims, and disputes; the impacts of tax law changes and related guidance or regulations; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in Item 1A of Part I of this report and that are otherwise described or updated from time to time in Hewlett Packard Enterprise's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in other filings made 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.

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PART I

ITEM 1. Business

WeHewlett ~~are~~Packard Enterprise is a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze and act upon data seamlessly from edge to cloud. We enable our customers to accelerate business outcomes by driving new business models, creating new customer and employee experiences, and increasing operational efficiency today and into the future. Our customers range from small-and-medium-sized businesses to large global enterprises and governmental entities. Our legacy dates back to a partnership founded in 1939 by William R. Hewlett and David Packard, and we strive every day to uphold and enhance that legacy through our dedication to providing innovative technological solutions to our customers.

We use the terms “Hewlett Packard Enterprise,” “HPE,” “the Company,” “we,” “us,” and “our” to refer to Hewlett Packard Enterprise Company.

Our Strategy

Over the last several years, ~~new~~HPE has observed megatrends around ~~edge~~networking, cloud, data, and artificial intelligence (“AI”) ~~have~~emerging ~~emerged~~ to shape customer expectations for enterprise technology. ~~First,~~The ~~data~~megatrends atare ~~the~~ushering ~~edge~~in islong-lasting ~~increasing~~changes ~~exponentially,~~to ~~driven~~how byenterprises ~~the~~are ~~proliferation~~consuming oftechnology ~~devices~~and ~~that~~setting ~~require~~up ~~secure~~their ~~connectivity~~IT toinfrastructures, ~~enable~~including ~~reliable~~accelerating ~~digital~~implementation ~~experiences~~of AI and hybrid multi-cloud adoption. ~~Second~~Data at the edge is increasing exponentially, and in this data disaggregated environment, enterprises need a holistic and integrated cloud experience ~~everywhere~~ to manage their distributed data and workloads. ~~wherever~~AI ~~they~~has ~~live~~emerged ~~across~~as a ~~distributed~~powerful ~~enterprise~~tool to more intelligently and quickly deliver meaningful business insights and opportunities. ~~Third~~As such, ~~data~~customers ~~growth~~across isindustry ~~creating~~verticals ~~countless~~are ~~new~~interested ~~opportunities~~in toincorporating ~~generate~~AI ~~meaningful~~into ~~business~~their ~~insights.~~operations ~~Finally,~~and ~~HPE~~unifying isall ~~seeing~~of atheir ~~significant~~applications ~~technology~~and ~~shift~~data aswith ~~customers~~a ~~realize~~consistent ~~the~~cloud ~~fundamental~~experience, ~~potential~~both of AIwhich ~~technology~~require toa ~~deliver~~secure, ~~business~~reliable, ~~transformation~~and intelligent network infrastructure.

InWe ~~concert~~have ~~with~~deployed a strategy that seeks to capitalize on these ~~trends,~~emergent ~~enterprises~~megatrends ~~are~~and ~~consuming~~deliver ~~their~~a ~~technology~~data-first ~~differently~~modernization approach for customers. ~~Increasingly~~Our innovative solutions are deployed across networking, ~~customers~~cloud, ~~want~~and toAI ~~digitally~~use ~~transform~~cases, ~~while~~and ~~preserving~~have ~~capital~~shifted our mix of products and ~~eliminating~~services ~~operating~~and ~~expense~~the way we deliver that mix to customers. We have also evolved our business to a platform-based model, fueled by ~~paying~~a ~~only~~portfolio ~~for~~that ~~the~~is ~~information~~richer ~~technology~~in ~~(“IT”)~~software ~~they~~and ~~use~~services.

Networking has become truly mission critical, not just for connecting infrastructure, data and users, but also for powering the next wave of AI-driven innovation across a variety of every industries. The ~~megatrends~~AI ~~are~~market ~~ushering~~requires ina ~~long~~modern and high-~~lasting~~performing ~~changes~~networking fabric as a core foundation to ~~IT,~~deliver ~~including~~a ~~accelerating~~more ~~hybrid~~efficient ~~multi~~data-center cloud, ~~adoption~~which we offer through our AI-native portfolio of networking solutions. ~~Customers~~We ~~across~~intend ~~industry~~to ~~verticals~~drive ~~are~~innovation ~~interested~~through in“AI ~~unifying~~for ~~all~~Networks”— which we define as using AI to make networks smarter — and “Networks for AI”— which builds the foundational infrastructure for next-generation AI applications. ~~and~~Our ~~data~~acquisition ~~with~~of Juniper Networks, Inc. ("Juniper Networks") advances this strategy giving HPE a ~~consistent~~full ~~cloud~~networking ~~experience~~technology stack and enabling us to deliver secure, AI-driven networking solutions.

~~Customers~~In ~~also~~cloud, ~~want~~we tohave ~~better~~redefined ~~extract~~this ~~value~~portion ~~from~~of ~~their~~the ~~growing~~market ~~stores~~by ofdelivering ~~rapidly~~an ~~evolving~~experience ~~data~~that is hybrid by design with our HPE GreenLake cloud. As a centerpiece of our strategy, ~~knowing~~it ~~that~~accelerates ~~actionable~~multi-generation ~~insights~~IT ~~from~~transformation ~~data~~through ~~are~~a ~~critical~~unified cloud-native and AI-driven experience that empowers customers to ~~deliver~~access, ~~business~~analyze, ~~transformations.~~and ~~Data~~extract isvalue ~~becoming~~from ~~more~~their ~~unstructured~~data across public clouds, ~~more~~data ~~time-sensitive~~centers, colocation facilities, and ~~more~~at ~~distributed~~the edge. ~~Frequently,~~The ~~data~~HPE GreenLake cloud is ~~siloed~~designed ~~and~~to ~~spread~~deliver ~~across~~a ~~different~~seamless ~~multi-generational~~hybrid ITexperience ~~systems,~~with ~~often~~true ~~trapped~~pay-per-use inconsumption ~~critical~~and ~~legacy~~automated ~~architecture~~scalability. ~~Many~~We ~~organizations~~continue ~~cannot~~to ~~adequately~~evaluate ~~gain~~and ~~insights~~expand ~~from~~upon ~~their~~HPE ~~data~~GreenLake’s atcapabilities ~~the~~with ~~edge~~new orsoftware ~~face~~offerings ~~cloud~~and ~~migration~~virtualization ~~challenges~~solutions ~~because~~to ofaccelerate ~~their~~higher-margin ~~legacy applications~~growth. ~~Customers~~In ~~need~~addition, HPE is driving a ~~data~~transition to proprietary HPE-~~first~~developed ~~modernization~~storage ~~approach~~solutions ~~across~~that ~~edge~~enhance toprofitability ~~data~~and ~~center~~reduce toreliance ~~cloud~~on third-party products.

~~HPE~~We ~~has~~recognize ~~deployed an edge-to-cloud strategy~~ that ~~capitalizes~~the onAI ~~emergent~~market ~~megatrends~~will ~~and delivers a data-first modernization approach for customers. Our vision to~~ be ~~the~~driven ~~edge-to-cloud~~by ~~company~~computational ~~has led us to innovate our solutions across networking connectivity~~capability, ~~cloud, and~~ data~~, delivered as~~-~~a-service~~intensive ~~(“aaS”) through the HPE GreenLake cloud. We have shifted our mix of products and services~~workloads, and ~~how~~the weneed ~~deliver~~for ~~that~~specialized ~~mix to customers~~architecture. ~~HPE has evolved to a platform-based model, fueled by a portfolio richer in software and services.~~ In ~~hybrid~~AI ~~cloud~~infrastructure, weHPE ~~have redefined the cloud space by delivering an experience that~~ is ~~hybrid~~focused byon ~~design~~sovereign ~~with our HPE GreenLake cloud as the centerpiece of our strategy; it accelerates multi-generation IT transformation through a unified cloud-native~~ and ~~AI-driven~~enterprise ~~experience that empowers~~ customers ~~to access~~, ~~analyze,~~leveraging ~~and~~our ~~extract~~supercomputing ~~value~~heritage ~~from their data across public clouds, data centers, colocation facilities,~~ and atturnkey ~~the edge. The~~ AI ~~market~~factory ~~requires a modern and high-performing networking fabric as a core foundation to deliver a more efficient data-center cloud~~solutions, ~~which~~including weHPE ~~offer~~Private ~~through~~Cloud ~~our~~ AI~~-driven~~ ~~portfolio of networking solutions. Our server business supports both traditional servers~~ and ~~those~~scalable ~~meant to enable~~ AI ~~workloads~~servers. ~~with~~With decades of large-scale infrastructure expertise defining our offerings, including technologies like fanless direct liquid cooling that ~~are~~power ~~powering some of~~ our largest AI systems., ~~Our~~HPE’s ~~Financial~~server ~~Services (“FS”)~~ business ~~complements~~supports ~~our~~both ~~solution~~traditional ~~offerings~~servers byand ~~helping~~those ~~customers~~that ~~unlock~~enable ~~financial~~AI ~~capacity~~workloads.

We ~~recognize~~complement ~~the~~this AIexpertise ~~market~~with ~~will~~our ~~be driven by computational capability, data~~market-~~intensive~~leading ~~workloads,~~supercomputing ~~and~~portfolio ~~the~~of ~~need~~HPE ~~for~~Cray ~~specialized~~EX ~~architecture;~~solutions ~~thus, we have been targeting,~~ and ~~continue~~systems. toHPE ~~target~~ProLiant ~~three~~servers ~~areas: supercomputing, AI infrastructure,~~ and AIrack ~~platform~~scale ~~software.~~solutions Wedeliver ~~seek~~sustainable toaccelerated ~~seize~~computing ~~this~~for AItraining ~~market opportunity by innovating in networking, hybrid cloud~~ and AIinferencing –deployed ~~which~~at ~~are~~scale ~~all~~across ~~essential~~the ~~building blocks to deliver a unified technology experience~~market. We believe that we are differentiated from our competition by ~~our~~a unique and compelling value proposition, ~~which~~in ~~positions us to capture significant value from~~ the growing AI market through our intellectual property portfolio, trusted expertise, and long-term sustained market leadership in supercomputing. An additional point of differentiation for HPE is our global manufacturing services footprint, which allows us to compete around the world.

The pending acquisition of Juniper Networks, Inc. ("Juniper Networks") further supports the aforementioned strategies and enables us to execute on them. We believe this acquisition will accelerate our edge-to-cloud vision with a full networking IP stack: from silicon, to infrastructure, to the operating system, to security, to software and services, in a cloud-native and AI-3

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~~driven~~Finally, ~~approach.~~our ~~Furthermore,~~financial ~~through~~services ~~this~~business ~~strategic~~complements ~~acquisition,~~our wesolution ~~seek~~offerings toby ~~deliver~~helping ~~secure,~~customers ~~AI-driven~~unlock ~~networking~~financial ~~solutions,~~capacity. ~~which~~This ~~will~~business beoffers ~~foundational~~customers the ability to ~~delivering~~accelerate ~~fully~~adoption ~~integrated~~of ~~hybrid~~AI ~~cloud~~through ~~and~~financing AIoptions ~~solutions~~from us as well as through IT life cycle services.

Our Business Segments, Products and Services

Our operations are organized into five reportable business segments: Server, Hybrid Cloud, ~~Intelligent Edge~~Networking, Financial Services, and Corporate Investments and Other. The ~~class~~classes of similar product categories within each segment which accounted for more than 10% of our consolidated net revenue in each of the past three years ~~was~~were as follows:

•Fiscal ~~2024~~2025 - Server products, ~~Server~~Networking ~~services, Intelligent Edge~~ products~~, Hybrid Cloud products~~

•Fiscal ~~2023~~2024 - Server products, ~~Intelligent~~Server ~~Edge products~~services, ~~Server~~Networking ~~services~~products, Hybrid Cloud products

•Fiscal ~~2022~~2023 - Server products, Networking products, Server services, Hybrid Cloud products~~, Intelligent Edge products~~

The Company had ~~two~~one ~~distributors~~distributor which represented approximately 1410% ~~and 11%~~ of the Company's total net revenue in fiscal ~~2024~~2025, primarily within the ~~Intelligent~~Server ~~Edge~~ and ~~Server~~Networking segments.

A summary of our net revenue, earnings from operations and assets for our segments can be found in Note 2, “Segment Information,” to our Consolidated Financial Statements in Item 8 of Part II. A discussion of certain factors potentially affecting our operations is set forth in Item 1A of Part I, “Risk Factors.”

Server

~~Our~~The Server segment ~~offerings~~consists ~~consist~~ of general-purpose servers for multi-workload computing, ~~and~~ workload-optimized servers to deliver the ~~high~~best performance and value for demanding applications, and integrated systems comprised of software and hardware designed to address ~~high~~High-~~performance~~Performance ~~computing~~Computing and ~~supercomputing~~Supercomputing (including exascale applications), ~~artificial intelligence~~AI, ~~data~~Data ~~analytics~~Analytics, and ~~transaction~~Transaction ~~processing~~Processing workloads for government and commercial customers globally. This portfolio of products includes ~~our~~the secure and versatile HPE ProLiant Rack and Tower servers; HPE Synergy, a composable infrastructure for traditional and cloud-native applications; HPE Scale Up Servers product lines for critical applications, including large enterprise software applications and data analytics platforms; HPE Edgeline servers; HPE Cray EX; HPE Cray XD (formerly known as HPE Apollo); and HPE NonStop. The Server segments’ offerings also include operational and support services sold with systems and as standalone services.

Hybrid Cloud

The Hybrid Cloud segment offers a wide variety of cloud-native and hybrid solutions across storage, private cloud, and the infrastructure software-as-a-service (“SaaS”) space. Storage includes data storage and data management offerings with the HPE Alletra Storage portfolio; unstructured data solutions and analytics for AI; data protection and archiving; and storage networking. It also includes AI-native, networking operations (“AIOps”)-driven intelligence with HPE InfoSight and HPE CloudPhysics. In private cloud, ~~our~~the ~~Private~~HPE ~~Cloud~~GreenLake ~~Enterprise~~ offerings include new cloud-native offerings and capabilities for virtual machines, containers, and bare metal; a full suite of private cloud offerings that enable customers to self-manage or choose a fully managed experience.: Inand ~~fiscal 2024, we launched~~ a ~~new~~portfolio ~~offering,~~of ~~Private Cloud AI, that captures the emerging enterprise model fine~~world-~~tuning,~~class ~~retrieval augmented generation and inference markets for AI solutions.~~ Private Cloud AI isinfrastructure ~~fully~~delivered ~~integrated, standardized offer that has been co~~as-~~developed~~a-service ~~with AI market leader Nvidia, with the goal to provide an out of the box solution for enterprise AI~~(“aaS”). This segment also provides self-service private cloud on-demand with HPE GreenLake for Private Cloud Business Edition, which includes an integrated VM Essentials virtualization software. Infrastructure software includes monitoring and observability for day two operations and beyond through our acquisition of OpsRamp and unified data access through ~~our~~ HPE Ezmeral Data Fabric and analytics suite, which helps move and transform data for use in AI and other applications. The Hybrid Cloud segment also includes data lifecycle management and protection through our suite of offerings, including Zerto Disaster Recovery.

~~Intelligent Edge~~Networking

The ~~Intelligent~~Networking ~~Edge~~ segment ~~offers~~develops ~~wired~~ and ~~wireless~~sells ~~local~~high-performance ~~area~~networking ~~networks,~~and ~~campus,~~security ~~branch,~~products and ~~data~~services ~~center~~that ~~switching,~~empower ~~software-defined~~customers ~~wide-area-networks,~~of ~~private~~all ~~and~~sizes ~~public~~to ~~cellular~~build ~~network~~scalable, ~~software~~reliable, ~~network~~secure, ~~security~~agile, and ~~associated~~efficient ~~services~~automated ~~that~~networks. ~~enable~~Our platforms are purpose-built using AI to deliver secure ~~connectivity~~and ~~for~~sustainable ~~businesses~~user ofexperiences ~~any~~from ~~size.~~the ~~The~~edge ~~HPE~~to ~~Aruba~~the ~~Networking~~data ~~product~~center ~~portfolio~~and ~~includes~~cloud. Our solutions include hardware products, such as Wi-Fi and private cellular access points; QFX, ~~switches~~EX, and CX switches; MX and PTX routers; and gateways. ~~The~~Additionally, HPE ~~Aruba~~provides ~~Networking~~ software products, such as Mist and ~~services~~Aruba ~~portfolio~~Central ~~includes~~for cloud-based ~~management,~~and ~~network~~on-premise management, network access control, software-defined wide- area networking, network security, analytics and assurance, ~~location~~and ~~services software,~~ private ~~and public~~ cellular core software,. ~~and~~We ~~professional~~also ~~and~~offer ~~support~~a ~~services,~~variety ~~as well as aaS and consumption models through the HPE GreenLake cloud for the Intelligent Edge portfolio~~ of ~~products. Intelligent Edge offerings are consolidated in the edge service platform~~services, ~~which~~including ~~takes a cloud-native approach that provides customers with a unified framework to meet their connectivity~~professional, ~~security~~maintenance, and ~~financial~~support ~~needs~~services; ~~across~~management ~~campus,~~software; ~~branch,~~and ~~data~~education ~~center,~~ and ~~remote~~training ~~worker environments. Upon closing of the pending acquisition of Juniper Networks~~programs, weas ~~expect~~well toas ~~offer~~aaS anand ~~even~~flexible ~~more~~consumption ~~comprehensive~~models ~~portfolio~~through ofthe ~~networking~~HPE ~~solutions~~GreenLake platform.

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Financial Services

The Financial Services (“FS”) segment provides flexible investment solutions, such as leasing, financing, IT consumption, utility programs, and asset management services for customers that facilitate unique technology deployment models and the acquisition of complete IT solutions, including hardware, software, and services from Hewlett Packard Enterprise and others. The FS segment also supports financial solutions for on-premise flexible consumption models, such as the HPE GreenLake cloud.

Corporate Investments and Other

The Corporate Investments and Other segment includes the Advisory and Professional Services business, which primarily offers consultative-led services, HPE and partner technology expertise and advice, implementation services as well as complex solution engagement capabilities~~; the Communications and Media Solutions business~~, ~~which primarily offers software~~ and ~~related services to the telecommunications industry; and~~ Hewlett Packard Labs, which is responsible for research and development (“R&D”).

Segment Realignments

Effective at the beginning of the first quarter of fiscal 2026, HPE implemented an organizational change by (i) merging the Server, Hybrid Cloud, and Financial Services business segments into a new segment named Cloud & AI and (ii) transferring the Telco and Instant On businesses from the Networking segment to the Corporate Investments and Other segment. As a result, the Company’s organizational structure beginning in fiscal 2026 consists of the following segments: (i) Networking; (ii) Cloud & AI; and (iii) Corporate Investments and Other, and the Company will begin reporting under this re-aligned segment structure beginning with the results of the first quarter of fiscal 2026.

Our Strengths

We believe that we possess a number of competitive advantages that distinguish us from our competitors, including:

•~~Edge-to-cloud~~Strategic, ~~strategy~~comprehensive ~~and~~portfolio. ~~solutions~~HPE ~~uniquely~~concentrates ~~solve~~its ~~customer~~portfolio ~~challenges.~~around Asthe ~~data~~megatrends ~~grows~~of ~~and evolves~~networking, ~~enterprises become increasingly distributed~~cloud, and ~~customers realize the potential in~~ AI ~~technology~~, ~~HPE’s~~as ~~edge-to-cloud~~we ~~strategy~~believe isthat ~~uniquely~~these ~~designed~~three tostrategic ~~enable~~IT ~~customers~~markets toeach ~~securely~~serve ~~access,~~as ~~control,~~an ~~and~~essential ~~maximize~~building ~~the~~block ~~value~~for ofmodern ~~all~~IT ~~their~~infrastructures ~~workloads~~ and ~~data assets to accelerate business outcomes~~strategies. ~~The~~ HPE’s ~~GreenLake~~portfolio ~~cloud~~of solutions is andesigned ~~open,~~to ~~secure,~~help ~~fully~~customers ~~integrated~~accelerate ~~platform~~digital ~~that~~transformation ~~brings~~and aunlock ~~unified~~AI-driven ~~experience~~business ~~across the edge, data center, colocation, and cloud~~outcomes. ItOur isability ~~automated~~to ~~and~~combine ~~easy~~our tosoftware-defined ~~consume~~infrastructure, ~~with~~proprietary ~~capacity~~storage ~~available~~innovations tolike ~~scale~~Alletra upMP, and ~~down~~turnkey onAI ~~demand.~~solutions, Itsuch ~~offers~~as ~~true~~HPE ~~pay~~Private ~~per~~Cloud ~~use~~AI, ~~consumption~~with sohigh-value ~~customers~~consulting ~~only~~and ~~pay~~support ~~for what they use~~services, ~~and~~is ~~they~~one ~~can~~of ~~have the entire hybrid cloud experience managed for them through~~ our ~~HPE~~principal ~~Managed Services offerings~~differentiators.

•~~Comprehensive~~AI-native ~~portfolio~~networking leadership. WeWith ~~have~~the aacquisition ~~distinctive~~of ~~and~~Juniper ~~industry~~Networks, ~~leading~~HPE ~~portfolio~~now ofhas ~~edge~~a full-~~to-cloud~~stack ~~solutions~~portfolio ~~and~~spanning ~~capabilities~~campus toand ~~help~~branch, ~~accelerate~~data ~~our~~center ~~customers'~~switches, ~~digital~~wide-area ~~transformations~~routing, and ~~help~~secure ~~them~~access ~~capture~~services ~~the~~edge ~~opportunity~~(“SASE”) ~~that~~solutions. AIHPE’s ~~presents~~networking ~~for~~offerings ~~their~~are ~~businesses.~~designed Weboth ~~combine~~with ~~our~~AI ~~software-defined~~(leveraging ~~infrastructure~~AIOps) and ~~services~~for ~~capabilities~~AI to(delivering ~~provide~~high-performance ~~what~~networks wethat ~~believe~~maximize isGPU ~~the~~utilization ~~strongest~~and ~~portfolio~~minimize ofAI ~~enterprise~~job ~~solutions~~completion intimes). ~~the~~With ITthis ~~industry.~~positioning, ~~Our~~we ~~ability~~aim to ~~deliver~~capture abusiness ~~comprehensive~~in ITAI ~~strategy~~data center networking and ~~connect~~hybrid ~~our~~cloud ~~customers'~~environments. ~~data~~We ~~from~~expect ~~edge~~the tointegration ~~cloud,~~of ~~through~~Juniper ~~our~~Networks ~~high-quality~~will ~~products~~also ~~and~~bring ~~high-value~~expanded ~~consulting~~R&D scale and ~~support~~go-to-market ~~services~~reach, inenabling afaster ~~single~~innovation ~~package~~across networking, issilicon, ~~one~~systems, ofand ~~our principal differentiators~~software.

•~~Differentiated~~Unified, ~~consumption-based~~open ~~IT solutions for a growing opportunity~~platform. ~~Enterprises~~As ofenterprises ~~all~~become ~~sizes~~increasingly ~~are~~distributed ~~looking~~and todata-intensive, ~~digitally~~our ~~transform~~unified inplatform ~~order~~enables customers to ~~develop~~more ~~next-generation~~securely ~~cloud-native~~access, ~~applications~~control, ~~create~~and ~~actionable~~extract ~~insights~~value from their ~~data,~~workloads ~~and~~across ~~drive business growth~~networking, ~~but~~data ~~they face many challenges including lack of in-house IT skills~~center, ~~limited budgets and options for financing~~colocation, and ~~lack~~cloud ofenvironments. ~~flexibility~~This toshift ~~choose~~demands ~~the~~a ~~technology~~unified ~~foundation~~cloud platform that ~~best~~can ~~meets~~put ~~their~~the ~~needs.~~agility ~~Consumption-based~~and ITintelligence ~~offers~~close ~~solutions~~ to ~~these~~customers’ ~~challenges~~data bysources ~~providing~~to ~~greater~~create ~~agility,~~real-time ~~which~~insights ~~empowers~~everywhere. ~~people~~We tobelieve ~~shift~~the ~~from~~cloud ~~managing~~experience ~~infrastructure~~should tobe ~~driving~~open ~~innovation~~and byseamless ~~leveraging~~across ~~insights~~all ~~from~~our ~~their~~customers' ~~data~~clouds, ~~while~~rather ~~also~~than ~~eliminating~~requiring ~~capital~~customers ~~and operating expenses tied~~ to ~~infrastructure~~be ~~over-provisioning.~~locked ~~HPE~~into ~~is distinctly differentiated in delivering~~ a ~~true~~cloud ~~consumption-based IT experience~~stack.

•~~Open~~Differentiated ~~platforms~~consumption-based IT solutions. ~~The~~Enterprises ~~world~~of isvarious ~~shifting~~sizes ~~from~~are ~~centralized~~looking ~~and~~to ~~closed~~digitally ~~approaches~~transform in ~~large~~order to develop next-generation cloud-native applications, create actionable insights from their data, ~~centers~~and todrive abusiness ~~future~~growth, ofbut ~~centers~~they face many challenges including lack of ~~data~~in-house ~~everywhere~~IT skills, ~~which~~limited ~~are~~budgets ~~highly~~and ~~decentralized~~options for financing, and ~~distributed.~~lack ~~This~~of ~~shift~~flexibility ~~demands~~to achoose ~~unified~~the ~~cloud~~technology ~~platform~~foundation that ~~can~~best ~~put~~meets ~~the~~their ~~agility~~needs. ~~and~~Consumption-based ~~intelligence~~IT ~~close~~offers solutions to ~~customers’~~these ~~data~~challenges ~~sources~~by toproviding ~~create~~greater ~~real-time~~agility, ~~insights~~which ~~everywhere.~~empowers Wepeople ~~believe~~to ~~the~~shift ~~cloud~~from ~~experience~~managing ~~should~~infrastructure beto ~~open~~driving ~~and~~innovation ~~seamless~~by ~~across~~leveraging ~~all~~insights ~~our~~from ~~customers'~~their ~~clouds~~data, ~~rather~~while ~~than~~also ~~requiring~~eliminating ~~customers~~capital toand beoperating ~~locked~~expenses ~~into~~tied ato ~~cloud~~infrastructure ~~stack~~over-provisioning.

•~~Multi-year~~Global ~~innovation~~distribution ~~roadmap~~ and ~~strong~~partner ~~balance sheet~~ecosystem. We have ~~been~~extensive experience in ~~the~~delivering ~~technology~~innovative ~~and~~technological ~~innovation~~solutions ~~business~~to ~~for~~our ~~over~~customers 80in ~~years.~~complex ~~Our~~multi-country, ~~vast~~multi-vendor, ~~intellectual~~and/or ~~property~~multi-language ~~portfolio~~environments. ~~and~~We ~~global~~have ~~research~~expansive ~~and~~go-to-market ~~development~~ capabilities, ~~are~~including ~~part of~~ a ~~broader~~large ~~innovation~~ecosystem ~~roadmap designed to help organizations take advantage~~ of ~~the~~channel ~~expanding~~partners, ~~amount~~which ofenables ~~data~~us ~~available~~to market and ~~leverage~~deliver ~~the~~our ~~latest~~product ~~technology~~offerings ~~developments such as cloud, artificial intelligence, supercomputing, and cybersecurity~~ to ~~drive~~customers ~~business~~located ~~transformations~~virtually ~~now~~anywhere ~~and~~ in the ~~future~~world. WeOur ~~also~~HPE ~~have~~GreenLake acloud ~~strong~~provides ~~balance~~open ~~sheet~~cloud ~~and~~application ~~liquidity~~programming ~~profile~~interfaces ~~that~~to ~~provide~~our ~~the~~partners, ~~financial~~enabling ~~flexibility~~them ~~and~~to ~~speed~~better tooffer ~~take~~their ~~advantage~~unique ofsolutions ~~acquisition~~to ~~opportunities~~customers.

•Global distribution and partner ecosystem. We are experts in delivering innovative technological solutions to our customers in complex multi-country, multi-vendor, and/or multi-language environments. We have expansive go-to-market capabilities, including a large ecosystem of channel partners, which enables us to market and deliver our product offerings to customers located virtually anywhere in the world. Our HPE GreenLake cloud provides open cloud application programming interfaces to our partners, enabling them to better offer their unique solutions to customers. 5

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•Custom financial solutions. Through our FS ~~segment~~business, we help customers create investment capacity to accelerate their transformations by helping them free up capital, capture value from older assets, achieve sustainability goals, invest in new technologies aaS, and weather financial volatility. FSThis business is also an enabler of our consumption-based IT models, byin ~~helping~~that it helps spread our upfront solution costs over the duration of the customer contract. Through ~~FS’~~our Technology Renewal Centers, we are helping customers achieve their own sustainability goals by refurbishing technology assets for reuse.

•~~Experienced~~Multi-year ~~leadership~~innovation ~~team~~roadmap. ~~Our~~We ~~management~~have ~~team~~been ~~has~~in anthe ~~extensive~~technology ~~track~~and ~~record~~innovation ofbusiness ~~performance~~for ~~and~~more ~~execution.~~than We80 ~~are~~years, ~~led~~during bywhich ~~our~~time ~~President~~we ~~and~~have ~~Chief~~continued ~~Executive~~to ~~Officer,~~evolve ~~Antonio~~and ~~Neri,~~innovate ~~who~~to ~~has~~meet ~~proven~~customers’ ~~experience~~changing inIT ~~developing~~needs. ~~transformative~~Our ~~business~~vast ~~models,~~intellectual ~~building~~property ~~global~~portfolio ~~brands,~~ and ~~driving~~global ~~sustained~~research ~~growth~~ and ~~expansion~~development incapabilities ~~the~~are ~~technology~~part ~~industry.~~of ~~Mr.~~a ~~Neri's~~broader ~~experience~~innovation ~~includes~~roadmap ~~more~~designed ~~than~~to 25help ~~years~~organizations ~~combined~~take atadvantage ~~HPE~~of ~~and~~the ~~Hewlett-Packard~~expanding ~~Company~~amount ~~(“HP~~of ~~Co.”)~~data inavailable ~~various~~and ~~leadership~~leverage ~~positions.~~the ~~Our~~latest ~~senior~~technology ~~management~~developments, ~~team~~such ~~has~~as ~~many~~cloud, ~~years~~artificial ofintelligence, ~~experience~~supercomputing, inand ~~our~~cybersecurity ~~industry~~to ~~and~~drive ~~possesses~~business ~~extensive~~transformations ~~knowledge~~now of and ~~experience~~ in the ~~enterprise IT business and the markets in which we compete~~future.

•Strong balance sheet: We have also historically had a strong balance sheet and liquidity profile that is underpinned by a disciplined capital allocation framework and robust governance. While we are currently carrying larger-than-normal debt balance due to the acquisition of Juniper Networks, we are prioritizing de-leveraging and remain committed to retaining our investment-grade credit rating.

•Experienced leadership team. Our management team has an extensive track record of performance and execution in the IT industry. We are led by our President and Chief Executive Officer, Antonio Neri, who has proven experience in developing transformative business models, building global brands, and driving sustained growth and expansion in the technology industry. Mr. Neri's experience includes nearly 30 years combined at HPE and Hewlett-Packard Company (“HP Co.”) in various leadership positions. Our senior management team has many years of experience in our industry and possesses extensive knowledge of and experience in the enterprise IT business and the markets in which we compete.

Sales, Marketing, and Distribution

We manage our business and report our financial results based on the segments described above. Our customers are organized by commercial and large enterprise groups, including business and public sector enterprises, and purchases of our products, solutions and services may be fulfilled directly bythrough us or indirectly through a variety of partners, including:

•resellers that sell our products and services, frequently with their own value-added products or services, to targeted customer groups;

•distribution partners that supply our solutions to resellers;

•for select countries, master area partners who manage our local market presence and operate all aspects of in-country business, including all local customer and partner relationships, on our behalf;

•original equipment manufacturers (“OEMs”) that integrate our products and services with their own products and services, and sell the integrated solution;

•independent software vendors that provide their clients with specialized software products and often assist us in selling our products and services to clients purchasing their products;

•systems integrators that provide expertise in designing and implementing custom IT solutions and often partner with us to extend their expertise or influence the sale of our products and services; and

•advisory firms that provide various levels of management and IT consulting, including some systems integration work, and typically partner with us on client solutions that require our unique products and services.

The mix of our business conducted by direct sales or through our sales channel differs substantially by business and region. We believe that customer buying patterns and different regional market conditions require us to tailor our sales, marketing, and distribution efforts accordingly. We are focused on driving the depth and breadth of our coverage, in addition to identifying efficiencies and productivity gains, in both our direct and indirect businesses. This has resulted in a combined go-to-market model, in which we have a direct sales presence in a number of countries, while we sell and deliver our products, solutions, and services through a channel-only model in the remaining countries. In those countries where we have a direct sales presence, we follow a bifurcated sales operational model with separate go-to-market routes for high-velocity, transactional hardware sales, on the one hand and for services and solutions, on the other hand. Also, we typically assign an account manager to manage relationships across our business with large enterprise customers as well as with large public sector accounts. The account manager is supported by a team of specialists with product and services expertise that drives share of wallet expansion across our portfolio, pursue new customer acquisitions and strengthen our position against pure play providers. For other customers, our businesses collaborate to manage relationships with commercial resellers targeting smaller accounts, both in the commercial and public sector space.

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Manufacturing and Materials

We utilize a significant number of original and outsourced design manufacturers and outsourced contract manufacturers around the world to design or assist in the design and manufacture of HPE-branded products or to manufacture HPE-branded products that weHPE ~~design~~designs. The use of outsourced design and contract manufacturers is intended to generate cost efficiencies and reduce time to market for our products, as well as create manufacturing flexibility in our supply chain and processes. In some circumstances, third-party OEMs produce products that we purchase and resell under our brand. In addition to our use of outsourced design and contract manufacturers, we currently manufacture a limited number of finished products from components and subassemblies that we acquire from a wide range of vendors.

Historically, we have utilized two primary methods of fulfilling demand for products: building products to order and configuring products to order. We build products to order to maximize manufacturing and logistics efficiencies by producing high volumes of basic product configurations. Alternatively, configuring products to order enables units to match a customer's particular hardware and software customization requirements. Our inventory management and distribution practices in both building products to order and configuring products to order seek to minimize inventory holding periods by taking delivery of the inventory and manufacturing shortly before the sale or distribution of products to our customers.

5We purchase materials, supplies, and product subassemblies from a substantial number of vendors. For most of our products, we have existing alternate sources of supply or such alternate sources of supply are readily available. However, we do rely on single-source suppliers for certain customized parts (although some of these sources have operations in multiple locations in the event of a disruption) and a disruption or loss of a single-source supplier could delay production of some products. In some instances, our single-source suppliers (e.g., Intel and AMD as suppliers of certain x86 processors Broadcom and others for industry standard Application-Specific Standard Product, or NVIDIA for Graphics Processing Units) are also the single-source suppliers for the entire market; disruptions with these suppliers would result in industry-wide dislocations and therefore would not disproportionately disadvantage us relative to our competitors.

~~Table~~Like other participants in the IT industry, we ordinarily acquire materials and components through a combination of ~~Content~~blanket and scheduled purchase orders to support our demand requirements for periods averaging 90 to 120 days. From time to time, we experience significant price volatility or supply constraints for certain components that are not available from multiple sources due to certain events taking place where our suppliers are geographically concentrated. When necessary, we are often able to obtain scarce components for somewhat higher prices on the open market, which may have an impact on our gross margin, but does not generally disrupt production. We also acquire component inventory in anticipation of supply constraints, or enter into longer-term pricing commitments with vendors to improve the priority, price, and availability of supply. See “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K under the heading “We depend on third-party suppliers, contract manufacturers (including original equipment and original design manufacturers), as well as single-source and limited source suppliers, and our financial results could suffer if we fail to manage these third party relationships effectively.”

We purchase materials, supplies, and product subassemblies from a substantial number of vendors. For most of our products, we have existing alternate sources of supply or such alternate sources of supply are readily available. However, we do rely on single-source suppliers for certain customized parts (although some of these sources have operations in multiple locations in the event of a disruption) and a disruption or loss of a single-source supplier could delay production of some products. In some instances, our single-source suppliers (e.g., Intel and AMD as suppliers of certain x86 processors) are also the single-source suppliers for the entire market; disruptions with these suppliers would result in industry-wide dislocations and therefore would not disproportionately disadvantage us relative to our competitors.

Like other participants in the IT industry, we ordinarily acquire materials and components through a combination of blanket and scheduled purchase orders to support our demand requirements for periods averaging 90 to 120 days. From time to time, we experience significant price volatility or supply constraints for certain components that are not available from multiple sources due to certain events taking place where our suppliers are geographically concentrated. When necessary, we are often able to obtain scarce components for somewhat higher prices on the open market, which may have an impact on our gross margin, but does not generally disrupt production. We also acquire component inventory in anticipation of supply constraints, or enter into longer-term pricing commitments with vendors to improve the priority, price, and availability of supply. See “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K under the heading “We depend on third-party suppliers, and our financial results could suffer if we fail to manage our supplier relationships properly.”

We rely on proactive inventory buffering measures in order to position ourselves well for availability of those components. We intend to take additional inventory actions as appropriate in alignment to the market demand, and plan to continue leveraging strong partnerships and long-term agreements with our suppliers.

Backlog

Backlog represents the price of orders related to current or prior periods for which work has not been performed, or goods have not been shipped or delivered as of the end of the applicable reporting period. Orders reflected in backlog are subject to adjustment, including as a result of ~~re-bookings~~delivery schedule changes, or rebookings, cancellations, and fulfillment issues, which ~~may~~can ~~impact~~result in delays in shipment that would, thereby elevate backlog. As such, we believe that our backlog at any given date may not be a reliable indicator of future results.

~~The~~Our ~~adverse~~backlog ~~impact~~is ofimpacted ~~the~~by ~~global~~many ~~pandemic~~factors, onincluding ~~the~~but ~~supply~~not ~~chain has moderated~~limited, ~~resulting~~to inthe aglobal ~~more~~trade ~~balanced~~landscape ~~supply-~~and~~-demand~~ ~~environment~~our ~~and~~demand ~~improved~~profile. ~~component~~We ~~availability.~~are ~~Challenges~~facing challenges in global logistics ~~have~~due ~~mostly~~to ~~normalized despite some~~ uncertainty ~~related~~around totariffs ~~regional conflicts~~ and ~~port~~geopolitical ~~labor disputes~~tensions. Our overall demand pipeline ~~has~~is ~~improved~~stable, ~~since~~although ~~the beginning of fiscal 2024 as customers have been digesting through their inventory. Even though~~ demand across our AI product portfolio, including for high performance graphics and accelerated processing units, continues to be somewhat uneven, due to the lumpiness of deals that ~~can~~have caused, and may continue to cause, fluctuations quarter-to-quarter,. AI systems demand in the midst of persisting data center space availability constraints continued to drive significant AI backlog. The supply and demand environment for GPUs continues to remain uneven as the market navigates transition to next generation GPUs. These dynamics have resulted in our inventory levels being elevated asat ~~compared~~times toduring ~~the~~ fiscal ~~year~~2025 ~~ended~~as ~~October~~compared ~~31,~~to ~~2023~~prior periods, and we ~~are~~will continue to closely ~~monitoring~~monitor inventory levels. asFor further discussion on the ~~market~~risks ~~navigates~~and auncertainties ~~transition~~related to ~~next-generation~~backlog, ~~GPUs~~see the section entitled “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K.

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International

Our products and services are available worldwide. We believe geographic diversity allows us to meet demand on a worldwide basis for our customers, draws on business and technical expertise from a worldwide workforce, provides stability to our operations, provides revenue streams that may offset geographic economic trends, and offers us an opportunity to access new markets for maturing products.

A summary of our domestic and international results is set forth in Note 2, “Segment Information,” to our Consolidated Financial Statements in Item 8 of Part II. Approximately 6461% of our overall net revenue in fiscal ~~2024~~2025 came from sales outside the United States.

For a discussion of certain risks attendant to our international operations, see “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K under the headings “Due to the international nature of our business, political or economic changes and the laws and regulatory regimes applying to international transactions or other factors could harm our future revenue, costs and expenses, ~~and~~ financial condition, and results of operations” and “We are exposed to fluctuations in foreign currency exchange rates,” “Quantitative and Qualitative Disclosure about Market Risk” in Item 7A of Part II, and Note 13, “Financial Instruments,” to our Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.

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Research and Development

Innovation is a key element of our culture and critical to our success. Our ~~research and development efforts (“~~R&D”) efforts are focused on designing and developing products, services, and solutions that anticipate customers' changing needs and desires and emerging technological trends. Our efforts also are focused on identifying the areas where we believe we can make a unique contribution and where partnering with other leading technology companies will leverage our cost structure and maximize our customers' experiences.

Expenditures for R&D were $2.25 billion in fiscal ~~2024~~2025, $2.32 billion fiscal ~~2023~~2024, and $2.03 billion in fiscal ~~2022~~2023. We anticipate that we will continue to have significant R&D expenditures in the future to support the design and development of innovative, high-quality products, services, and solutions to maintain and enhance our competitive position.

Included in the R&D work currently taking place at the Company are the following initiatives:

In Server, we are developing high-quality next-generation compute solutions that encompass servers, server-attached options, and software, integrating the latest industry technology and aligning with our customers' evolving needs. Furthermore, we are advancing our SaaS capabilities by creating cloud-native, cloud-based server management solutions to enhance our existing portfolio. In the high -performance computing and AI sector, our investments are focused on pioneering leadership class computing solutions that deliver superior performance and efficiency. These solutions feature leading edge silicon architectures, high-speed interconnects, advanced storage and innovative direct liquid cooling. Our R&D efforts in the realm of AI are particularly robust, with new server solutions designed for AI inference engines and integrated into ~~larger~~ HPE Private Cloud AI for inferencing, retrieval augmented generation, and model fine-tuning. Large-scale model training and tuning, including natural language processing, large language models, and multi-modal training for models with trillions of parameters are supported by our leading AI solutions. These efforts are bolstered by the development of high-performance computing tools, cloud-native and scalable cluster management software, and transaction processing software, which have been instrumental in achieving our milestone of delivering the world's first exascale supercomputer.

In Hybrid Cloud, we are investing in a comprehensive portfolio of storage and private cloud technologies and capabilities that are focused on enabling customers to transform through the power of data and AI, modernize their IT infrastructure and simplify hybrid operations, delivering a cloud operational experience via the HPE GreenLake cloud. We continue to invest in the storage portfolio aligned with ~~the~~ customers’ evolving data and AI needs. We have extended the deployment model from on-premise and cloud-adjacent to include software-defined cloud native deployments in Amazon Web Services. In private cloud, we are developing fully integrated hardware-software offers that simplify day-to-day management, operations, and data protection, ~~enables~~and enable an on-premise public-cloud like experience, while addressing security, privacy, governance, and regulatory compliance needs. ~~The~~This investment includes airgapped/disconnected offers and offers for heavy data traffic and latency requirements at the edge. In the AI space, we have invested in building turn-key integrated systems co-engineered with Nvidia that integrate HPE AI hardware and software technologies with Nvidia technologies to radically increase time to value of generative AI (“GenAI”) capabilities optimized for inferencing, retrieval augmented generation, and model fine-tuning. We have expanded our cloud observability and orchestration capabilities and virtualization options through the acquisitions of OpsRamp (observability) and Morpheus (orchestration), extending our ability to simplify IT complexity in multi-cloud and multi-vendor environments. Finally, we have been rapidly developing HPE VM Essentials, an enterprise-grade hypervisor for virtual machines, along with the ability to manage cloud-native applications using containerization, or specialized workload needs with bare metal as a service.

In Intelligent Edge, we are investing in a broad portfolio of networking and security capabilities, addressing remote, branch, campus, data center, and cloud use cases. We are expanding our wireless access portfolio to include new Wi-Fi (e.g., Wi-Fi 7) and private cellular (4G, LTE, and 5G) products to complement our existing portfolio. We have expanded our security capabilities with last year’s acquisition of Secure Service Edge (“SSE”) provider Axis Security and delivering stand-alone SSE, and integrating security with our software-defined wide area network (“SD-WAN”) capabilities to deliver a single-vendor Secure Access Services Edge solution. In our Ethernet Switch portfolio, we are investing in new Data Center Networking platforms and features to expand our total addressable market to complement the campus and branch segment. We leverage the HPE GreenLake cloud to provide consistent access to our aaS capabilities and enable new business models, including network-as-a-service. We also are investing in automation, machine learning, and AI-based network operations to optimize user experience and improve operator efficiency, as exemplified by our cloud-native Aruba Central cloud service, which is expected to provide manageability across our entire portfolio, including Wireless LAN, Ethernet switching, SD-WAN, and security. 8

In Hewlett Packard Labs, we are focused on disruptive innovation and applied research in collaboration with other HPE business groups to deliver differentiated intellectual property. Our innovation agenda is focused on developing technologies in the areas of system architecture, networking, AI, sustainability, edge-to-cloud, quantum computing, and sustainability. We also continue to invest in our silicon design capability to accelerate the development and delivery of our technology.

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~~For~~In Networking, we are investing in a ~~discussion~~broad portfolio of ~~risks~~networking ~~attendant~~and security capabilities, addressing campus, branch, data center, wide area networking, and cloud use cases. We are leveraging AI to ~~our~~enhance ~~R&D~~network ~~activities~~performance and reliability through predictive analytics, ~~see~~automated ~~“Risk~~fault ~~Factors”~~detection, inand ~~Item~~intelligent 1Atraffic ofmanagement—supporting ~~Part~~scalable, Iself-optimizing ofinfrastructure ~~this~~aligned ~~Annual~~with ~~Report~~customer ondemands. ~~Form~~We 10are expanding our wireless access portfolio to include new Wi-KFi ~~under~~(e.g., ~~the~~Wi-Fi ~~heading~~7) ~~“If~~and weprivate ~~cannot~~cellular ~~successfully~~(4G, ~~execute~~LTE, and 5G) products to complement our goexisting portfolio. We have expanded our security capabilities delivering stand-alone SSE; and integrating security with our software-defined wide area network (“SD-WAN”) capabilities to deliver a single-~~market~~vendor ~~strategy~~SASE solution. As part of that, ~~including~~we are also expanding our extensive Firewall portfolio. We are also expanding our wide area networking product offering, and leveraging the same AI platform as our ~~entire~~wireless and wired switching portfolio. ~~aaS~~In our Ethernet Switch portfolio, we are investing in new Data Center Networking platforms and features to expand our ~~business~~total addressable market to complement the campus and branch segment. Our high-throughput, ~~operating~~low-latency ~~results~~networking solutions are foundational to AI workloads, enabling efficient data movement across distributed systems and ~~financial~~accelerating ~~performance~~model ~~may~~training ~~suffer~~and inference at scale.” We also are investing in automation, machine learning, and AI-based network operations to optimize user experience and improve operator efficiency, which is expected to provide manageability across our entire portfolio, including Wireless LAN, Ethernet switching, SD-WAN, and security.

~~Patents~~At Hewlett Packard Labs, we drive disruptive innovation and applied research in collaboration with HPE business groups and a broader innovation ecosystem. Our goal is to deliver differentiated and impactful intellectual property. Our research agenda focuses on developing technologies in the areas of AI, networking and fabrics, security, novel accelerators, quantum computing, future system architectures, and sustainability.

~~Our~~For ~~general~~a ~~policy~~discussion isof risks attendant to ~~seek~~our ~~patent~~R&D ~~protection~~activities, ~~for~~see ~~those~~“Risk ~~inventions~~Factors” ~~likely~~in toItem be1A ~~incorporated~~of ~~into~~Part ~~our~~I ~~products~~of ~~and~~this ~~services~~Annual orReport ~~where~~on ~~obtaining~~Form ~~such~~10-K ~~proprietary~~under ~~rights~~the ~~will~~heading ~~improve~~“Our success depends on our ~~competitive~~ability ~~position.~~to Assuccessfully ofexecute ~~October 31,~~our ~~2024~~go-to-market strategy, ~~our~~including ~~worldwide~~offering ~~patent~~solutions ~~portfolio~~as-a-Service, ~~included~~effectively ~~approximately~~planning 13and managing our resources,~~000~~ ~~issued~~and continuing to develop and ~~pending~~manage ~~patents~~our offerings to integrate new features and solutions.”

Patents and Licenses

Our general policy is to seek patent protection for those inventions likely to be incorporated into our products and services or where obtaining such proprietary rights will improve our competitive position. As of October 31, 2025, our worldwide patent portfolio included approximately 21,000 issued and pending patents.

Patents generally have a term of up to 20 years from the date they are filed. As our patent portfolio has been built over time, the remaining terms of the individual patents across our patent portfolio vary. We believe that our patents and patent applications are important for maintaining the competitive differentiation of our products and services, enhancing our freedom of action to sell our products and services in markets in which we choose to participate, and maximizing our return on research and development investments. No single patent is in itself essential to our company as a whole or to any of our business segments.

In addition to developing our patent portfolio, we license intellectual property from third parties as we deem appropriate. We have also granted and continue to grant to others licenses and other rights under our patents when we consider these arrangements to be in our interest. These license arrangements include a number of cross-licenses with third parties. We also integrate licensed third-party technology into certain of our products. From time to time, we need to renegotiate such aforementioned licenses or license additional technology from third parties to develop new offerings, enhance existing offerings, or facilitate new business models. There can be no assurance that third-party licenses will be available, or will continue to be available to us, on commercially reasonable terms or at all. Our inability to maintain or re-license any third-party licenses required and/or used in our products or our inability to obtain third-party licenses necessary to develop new products and product enhancements could require us to obtain substitute technology of lower quality or performance standards or at a greater cost, any of which could harm our business, financial condition, and results of operations.

For a discussion of risks attendant to intellectual property rights, see “Risk ~~factors~~Factors” in Item 1A of Part I of this Annual Report on Form 10-K under the headings “Our financial performance may suffer if we cannot continue to develop, license, or enforce the intellectual property rights on which our businesses depend” and “Our products and services depend in part on intellectual property and technology licensed from third parties.”

Seasonality

From time to time, the markets in which we sell our products, services, and solutions experience weak economic conditions that may negatively affect sales. We also experience ~~some~~ seasonal trends in the sale of our products and services. For example, European sales are often weaker in the summer months., ~~See~~and ~~“Risk~~we ~~factors”~~tend to experience stronger customer demand in ~~Item~~fourth 1Aquarters. ofHistorical ~~Part~~patterns Ior experiences of ~~this~~seasonality ~~Annual~~should ~~Report~~not onbe ~~Form~~considered ~~10-K~~a ~~under~~reliable ~~the~~indicator ~~heading~~of ~~“Our~~our ~~uneven~~future ~~sales~~net ~~cycle~~revenues ~~and~~or ~~supply~~financial ~~chain~~performance. ~~disruptions~~See ~~make~~“Risk ~~planning~~Factors” ~~and~~in ~~inventory~~Item ~~management~~1A ~~difficult~~of ~~and~~Part ~~future~~I ~~financial~~of ~~results~~this ~~less~~Annual ~~predictable.”~~Report on Form 10-K under the

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heading “Our uneven sales cycle and supply chain disruptions make planning and inventory management difficult and future financial results less predictable.”

Competition

We have a broad technology portfolio of enterprise IT infrastructure products, solutions, and services, ~~which~~including ~~includes~~ our aaS offerings., Weand these offerings encounter strong competition ~~in all areas of our business~~. We compete primarily on the basis of technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of products and services, ease of use of our products, account relationships, customer training, service and support, security, and the availability of our IT infrastructure offerings.

The markets in which we compete are characterized by strong competition among major corporations with long-established positions and a large number of new and rapidly growing firms. ~~Most~~Within these markets, most product life cycles are relatively short, and to remain competitive, we must develop new products and services, continuously enhance our existing products and services, and compete effectively on the basis of the factors listed above, among others. In addition, we compete with many of our current and potential partners, including OEMs that design, manufacture, and market their products under their own brand names. Our successful management of these competitive partner relationships is critical to our future success. Moreover, we anticipate that we will have to continue to adjust prices on many of our products and services to stay competitive.

The competitive environments in which our segments operate are described below:

Server business operates in the highly competitive AI and enterprise data center infrastructure market and the ~~markets~~market for data-intensive, high -performance supercomputing, analytics, and ~~artificial~~exascale ~~intelligence~~compute ~~infrastructure~~ solutions, which are characterized by rapid and ongoing technological innovation. Our primary competitors in data center infrastructure are technology vendors, such as Dell Technologies Inc., Super Micro Computer, Inc., Cisco Systems, Inc., and Lenovo Group Ltd. In certain regions, we also experience competition from local companies and from generically branded or “white-box” manufacturers. Our primary competitors in high -performance infrastructure include technology vendors that can design and build solutions that deliver performance scalability and the connectivity necessary to handle super-compute and AIexascale workloads, ~~including~~such as Dell Technologies Inc., Super Micro Computer, Inc., Lenovo Group Ltd., Fujitsu Network Communications, Inc., and Atos Information Technology Incorporated. In our software platform for AI model development and deployment, we both compete and cooperate with cloud service providers and start-up companies that deliver platforms for AI model training, tuning, and inferencing. Our strategy is to deliver superior products, high-value technology support services, and differentiated integrated solutions that combine our infrastructure, software, and services capabilities. Our competitive advantages include our broad end-to-end solutions portfolio, supported by our strong intellectual property portfolio and research and development capabilities, coupled with our global reach and partner ecosystem.

8Hybrid Cloud is our private cloud services solutions business consisting of HPE’s GreenLake and Storage solutions and associated private cloud software offerings. Hybrid cloud solutions enable HPE to take care of the infrastructure, so customers can focus on managing workloads and fostering innovation. Our primary competitors are other infrastructure and cloud management software technology vendors, such as Broadcom, Cisco Systems Inc., Dell Technologies Inc., IBM, NetApp Inc., Nutanix, and Pure Storage and public cloud vendors like Amazon Web Services, Google Cloud, and Microsoft Azure. Our strategy is to deliver a secure and scalable cloud-like experience across any application or mission-critical workload traditional or cloud-native.

Networking operates in the highly competitive networking and connectivity infrastructure market, which is characterized by rapid and ongoing technological innovation and price competition. Our primary competitors are technology vendors, such as Cisco Systems, Inc., Arista Networks Inc, Nokia Corporation, Huawei Technologies Co. Ltd., Ciena Corporation, NVIDIA Corporation, Extreme Networks, Inc., Palo Alto Networks, Fortinet, Inc., Zscaler, Inc., Netskope, Inc., Ruckus Networks, and Ubiquiti and networking-as-a-service vendors such as Nile and Meter. As networks continue to be central to IT transformations to enable AI-driven use cases, customers require solutions that offer secure end-to-end connectivity and a network experience that meets their target business outcomes. Our strategy is to deliver solutions for high-performance, end-to-end networks that are easy to deploy and scale, resolve issues quickly and proactively assure network performance that meets business outcomes and are secure by design. We do this through our AIOps platform, superior products, and differentiated AI-enabled support for secure local-area networks (wireless, wired, software-defined, wide-area, next-generation firewalls, network access control, and SSE), wide-area networks that leverage our superior routing and security technology, and data-center networking for both automated datacenters and clusters of accelerated compute for the next-generation of AI workloads. Our competitive advantage includes our broad end-to-end solutions portfolio, supported by our strong intellectual property portfolio and research and development capabilities, coupled with our global reach and partner ecosystem.

Financial Services primarily competes with captive financing companies, such as IBM Global Financing, Dell Financial Services, and Cisco Capital, as well as banks and other financial institutions. Our primary IT Asset Disposition (“ITAD”)

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~~integrated~~competitors ~~solutions~~are ~~that~~ERI, ~~combine~~Ingram ~~our infrastructure~~Micro, ~~software~~Sage Sustainable Electronics, and ~~services~~Sims ~~capabilities~~Recycling Solutions. ~~Our~~We believe our competitive ~~advantages~~advantage ~~include~~over banks, other financial institutions, and ITAD providers is our ~~broad~~ability ~~end-~~to~~-end~~ ~~solutions~~bring ~~portfolio,~~together ~~supported~~our byinvestment solutions with our ~~strong~~expertise ~~intellectual~~in ~~property~~managing ~~portfolio~~technology ~~and~~assets. ~~research~~Not ~~and~~only ~~development~~are ~~capabilities~~we able to deliver investment solutions that help customers create unique technology deployments based on specific business needs, ~~coupled~~but ~~with~~we ~~our~~also ~~global~~help ~~reach~~them extract value from existing IT investments while more efficiently managing the retirement of those assets. All of these solutions can help customers accelerate digital transformation, create new budget streams, and ~~partner~~meet ~~ecosystem~~Circular Economy objectives.

~~Hybrid~~For ~~Cloud~~a isdiscussion ~~our~~of ~~private~~certain ~~cloud~~risks ~~services~~attendant ~~solutions~~to ~~business~~these ~~consisting~~competitive ~~of HPE’s GreenLake and Storage solutions~~environments, ~~and~~see ~~associated~~“Risk ~~private~~Factors” ~~cloud~~in ~~software~~Item ~~offerings.~~1A ~~Hybrid~~of ~~cloud~~Part ~~solutions~~I ~~enable HPE to take care~~ of ~~the~~this ~~infrastructure,~~Annual soReport ~~customers can focus~~ on ~~managing~~Form ~~workloads~~10-K ~~and~~under ~~fostering~~the ~~innovation.~~heading ~~Our~~“We ~~primary~~operate ~~competitors~~in ~~are~~an ~~other~~intensely ~~infrastructure~~competitive ~~and cloud management software technology vendors~~industry, ~~such as Broadcom/VMware, Cisco Systems Inc., Dell Technologies Inc., IBM, NetApp Inc., Nutanix,~~ and ~~Pure~~competitive ~~Storage~~pressures ~~and~~could ~~public~~harm ~~cloud~~our ~~vendors~~business ~~like Amazon Web Services, Google Cloud,~~ and ~~Microsoft~~financial ~~Azure~~performance. ~~Our strategy is to deliver a secure and scalable cloud-like experience across any app or mission-critical workload—traditional or cloud-native.~~ ”

Intelligent Edge operates in the highly competitive networking and connectivity infrastructure market, which is characterized by rapid and ongoing technological innovation and price competition. Our primary competitors are technology vendors, such as Cisco Systems, Inc., Extreme Networks, Inc., Arista Networks Inc, Palo Alto Networks, Fortinet, Juniper Networks, Ruckus Networks, and Ubiquiti and networking-as-a-service vendors such as Nile and Meter. Our strategy is to deliver superior enterprise wired and wireless local-area, wide-area and data-center networking components and software, routing technology, high-value technology support services, and differentiated integrated solutions that combine our infrastructure, software, and services capabilities. Our competitive advantage includes our broad end-to-end solutions portfolio, supported by our strong intellectual property portfolio and research and development capabilities, coupled with our global reach and partner ecosystem.

Financial Services. In our financing business, our primary competitors are captive financing companies, such as IBM Global Financing, Dell Financial Services, and Cisco Capital, as well as banks and other financial institutions. Our primary IT Asset Disposition (“ITAD”) competitors are ERI, Ingram Micro, Sage Sustainable Electronics, and Sims Recycling Solutions. We believe our competitive advantage over banks, other financial institutions, and ITAD providers is our ability to bring together our investment solutions with our expertise in managing technology assets. Not only are we able to deliver investment solutions that help customers create unique technology deployments based on specific business needs, but we also help them extract value from existing IT investments while more efficiently managing the retirement of those assets. All of these solutions can help customers accelerate digital transformation, create new budget streams, and meet Circular Economy objectives.

For a discussion of certain risks attendant to these competitive environments, see “Risk factors” in Item 1A of Part I of this Annual Report on Form 10-K under the heading “We operate in an intensely competitive industry, and competitive pressures could harm our business and financial performance.”

Human Capital Resources

At HPE we are united by our purpose, which is to advance the way people live and work. We believe technology’s greatest promise lies in its potential for positive change. This is the guidepost for each decision we make at HPE. We believe it not only helps guide our contribution to society, but also makes good business sense. Our company strives to be an engine of innovation, and our approximately 6167,000 employees as of October 31, ~~2024~~2025, are proud of the ways our technology enables our customers to achieve meaningful outcomes like curing disease, modernizing farming, addressing world-hunger, and democratizing transportation through autonomous vehicles.

Our Culture - We recognize ~~the~~that ~~importance of~~ talent and culture are integral to the success of HPE and our ability to fulfill our purpose. We have identified four key cultural beliefs that guide how we lead on a daily basis: accelerating what’s next, bold moves, the “power of yes we can,” and being a force for good. We embed these beliefs in a deep-rooted DNA that puts customers first, enabling us to partner, innovate, and act with integrity. HPE has remained committed to its focus on internalizing these values into a vibrant culture that ~~creates~~delivers a superior team member experience and a highly engaged workforce, driving improvements across our communications, our reward programs, our talent/performance programs, and our work environment. Through such efforts, we aim to foster a collaborative, inclusive, and inspiring experience for all our team members and to make HPE a destination for talent while driving high-performance and growth opportunities for our team members, and innovation and excellence for our customers. In the midst of the above, we ~~continually~~regularly seek feedback from our team members to better understand and improve their experiences and identify opportunities to continually strengthen our culture.

~~Diversity,~~Unconditional ~~Equity, and~~ Inclusion - At HPE, we are committed to cultivating inclusion and advancement by empowering all team members to contribute a ~~diverse~~breadth of perspectives, ideas, and experiences that fuel innovation and strengthen our business. Unconditional Inclusion is ingrained in our cultural blueprint and in the behaviors that we expect from all team members. Our leadership is directly engaged in making HPE an inclusive workplace for all. ByWe ~~fostering~~hold avarious ~~culture~~types ~~where~~of ~~our~~listening ~~people~~sessions so HPE leaders can ~~freely~~hear ~~contribute~~real-time feedback from team members about their ~~perspectives~~workplace experiences, ~~ideas~~identify areas of concern, and ~~experiences,~~capture weideas ~~can~~on ~~fuel~~how ~~innovation,~~to ~~drive~~move ~~transformational~~forward ~~changes~~together. This input helps us refine and continuously improve our programs, policies, and bepractices. aWe ~~force~~continue ~~for~~to ~~good~~develop bynew ~~harnessing~~and ~~the~~inclusive ~~potential~~pipelines of ~~our~~talent ~~technologies~~in science, technology, engineering, and math (“STEM”) professions through our dedicated HPE STEM Discovery Program. This program equips and enables HPE team members. Into ~~2024~~serve as STEM education and digital volunteers in their local communities, weexposing ~~continued~~learners to ~~advance~~cutting-edge ~~our~~technology ~~global~~and ~~approach~~raising ofawareness ~~enhancing~~about ~~the~~careers ~~composition~~in technology. We promote inclusive behaviors throughout each stage of ~~our~~the ~~workforce~~talent lifecycle — from identifying and recruiting candidates to fostering their growth — enabling us to attract, byretain, ~~selecting~~and ~~regional~~develop ~~leaders~~talent. ~~responsible~~We implement accountability frameworks that reinforce how every team member, spanning from executive to the most junior employee, is expected to foster an environment where everyone feels respected, included, and valued for ~~engaging~~their contributions. We developed an Inclusivity Index using data from our Voice of the Workforce survey to help us measure important indicators, including how respected and valued all team members, ~~core~~feel ~~human~~for ~~resources~~contributing ~~professionals~~a broad range of perspectives and ideas. Our Board, ~~business~~Chief ~~stakeholders~~Executive Officer (“CEO”), and ~~external~~Executive Committee model high standards for our efforts to drive an unconditionally inclusive environment and oversee efforts throughout the Company leadership to continuously develop their inclusive leadership acumen.

9Talent - We are dedicated to attracting, developing, and retaining top talent through substantial investment. Our commitment extends to all career stages. We establish transparent goals, promote accountability, and continuously evaluate and nurture talent. About 94% of employees engaged in HPE’s “My Success Plan” program, which entails informal and formal 1:1 conversations with leaders, centered on performance, progress, and career aspirations. We have consistently achieved over 90% formal conversation completion rates. The dynamic nature of our industry allows team members to thrive in their current roles while acquiring new skills. Over the past year, our approximately 67,000 team members completed over 721,000 online and instructor-led courses across various categories, including leadership, inclusion, professional skills, technical training, and compliance. We are particularly focused on identifying and cultivating the next generation of exceptional leaders, emphasizing technical expertise. Our annual talent and succession review, conducted with our CEO and Executive Committee, aims to accelerate talent development, enhance succession pipelines, and improve inclusivity in our key positions.

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~~partners~~Pay toEquity ~~identify~~- ~~areas~~We ofbelieve ~~focus~~people toshould ~~advance~~be ~~unconditional~~paid ~~inclusion.~~equitably Wefor ~~also~~what ~~expanded~~they ~~our~~do ~~voluntary,~~ and ~~confidential~~how ~~self-identification~~they ~~program~~do it, ~~“Count~~regardless meof ~~in.~~their Igender, ~~belong!”~~race, ~~from~~or ~~the~~other ~~US,~~personal ~~Puerto~~characteristics. ~~Rico~~We ~~and~~maintain ~~the~~policies ~~U.K,~~ to ~~include~~promote ~~Mexico,~~equal ~~Brazil~~pay, ~~Costa~~and ~~Rica,~~we ~~Colombia~~regularly ~~and~~review ~~India~~our ~~for~~global ~~the~~pay ~~first~~practices ~~time.~~with Wean ~~continue~~aim to ~~develop~~pay ~~new~~team ~~and~~members ~~inclusive~~in ~~pipelines~~similar ofroles ~~talent~~and inlocations ~~science,~~commensurately ~~technology,~~with ~~engineering,~~their experience and ~~math~~responsibilities. ~~(“STEM”)~~We ~~professions~~partner ~~through~~with ~~our~~independent ~~dedicated~~third-party ~~HPE~~experts ~~STEM~~to ~~Discovery~~conduct ~~Program.~~pay ~~This~~assessments ~~program equips~~ and ~~enables~~identify ~~HPE~~unexplained ~~team~~gaps ~~members~~between toour ~~serve~~present asstate ~~STEM education~~ and ~~digital~~our ~~inclusion~~goal ~~volunteers~~of inequitable ~~their~~pay ~~local~~treatment ~~communities,~~for ~~exposing~~all ~~learners~~team tomembers. ~~cutting-edge~~Where ~~technology~~these ~~and~~reviews ~~raising~~identify ~~awareness~~such ~~about~~gaps ~~careers~~at ina ~~technology.~~country-wide ~~The Diversity~~level, ~~Equity,~~we ~~and~~adjust ~~Inclusion~~compensation ~~Voice~~to ofeliminate the ~~Workforce~~gap. ~~index~~Our ~~within~~most ~~our~~recent ~~annual~~pay ~~global~~equity ~~engagement~~review ~~survey~~demonstrated ~~continued~~that towe ~~reveal~~have ~~strong~~achieved ~~engagement~~pay ~~scores~~parity ~~across~~for ~~our~~base ~~ethnically~~compensation ~~diverse~~and bonus targets between male and female team members. ~~Our~~in ~~Board~~the U.S., ~~Chief~~and ~~Executive~~a ~~Officer~~dozen ~~(“CEO”),~~additional ~~and~~countries ~~Executive~~throughout ~~Committee~~the ~~model~~world, ~~high~~when ~~standards~~accounting for ~~our~~job ~~efforts~~title, totime-in-role, ~~drive~~experience, anand ~~unconditionally~~location. ~~inclusive~~We ~~environment~~conduct ~~and~~a ~~oversee~~number ~~efforts~~of ~~throughout~~compensation ~~the~~analyses ~~Company~~in ~~leadership~~other countries to ~~continuously~~provide ~~develop~~competitive ~~their~~and ~~inclusive~~equitable ~~leadership acumen~~pay.

Talent - We are dedicated to attracting, developing, and retaining top talent through substantial investment. Our commitment extends to all career stages. We establish transparent goals, promote accountability, and continuously evaluate and nurture talent. About 95% of employees engaged in HPE’s “My Success Plan” program, which entails quarterly 1:1 conversations with leaders, centered on performance, progress, and career aspirations. The dynamic nature of our industry allows team members to thrive in their current roles while acquiring new skills. Over the past year, our approximately 61,000 team members completed over 821,000 online and instructor-led courses across various categories, including leadership, inclusion and diversity, professional skills, technical training, and compliance. We are particularly focused on identifying and cultivating the next generation of exceptional leaders, emphasizing technical expertise. Our annual talent and succession review, conducted with our CEO and Executive Committee, aims to accelerate talent development, enhance succession pipelines, and improve diversity in our key positions.

Pay Equity - We believe people should be paid equitably for what they do and how they do it, regardless of their gender, race, or other personal characteristics. We maintain policies to promote equal pay, and we regularly review our global pay practices with an aim to pay team members in similar roles and locations commensurately with their experience and responsibilities. We partner with independent third-party experts to conduct annual pay assessments and identify unexplained gaps between our present state and our goal of equitable pay treatment for all team members. Where these reviews identify such gaps at a country-wide level, we adjust compensation to eliminate the gap. As a result of our efforts, our most recent pay equity review demonstrated that we have achieved pay parity for base compensation and bonus targets between male and female team members in the U.S. (including among underrepresented ethnicities), and a dozen additional countries throughout the world, when accounting for job title, time-in-role, experience, and location. We conduct a number of compensation analyses in other countries to provide competitive and equitable pay.

Work That Fits Your Life - This global initiative, which was launched in 2019, is an important example of how HPE is investing in our culture and creating a team member experience that aims to make HPE a destination of choice for the best talent in the industry. It includes an industry-leading paid parental leave program (minimum 6 months), part-time work opportunities for new parents or team members transitioning to retirement, and “Wellness Fridays” that allows team members a full Friday off four times per year to focus on their well-being. The HPE Global Wellness Program is a comprehensive program that promotes overall health and well-being by providing team members with programs and resources that offer flexibility built around team member needs while continuing to deliver on critical business results. The program consists of four pillars: physical health, financial well-being, mental and emotional health, and community well-being. Additionally, we offer a hybrid work environment for the majority of our team members, encouraging two days in the office per week for collaboration.

Total Rewards - HPE requires a uniquely talented workforce and is committed to providing total rewards that are market-competitive and performance -based, designed to drive innovation and operational excellence. Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives stockholder value. Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract and retain key talent.

Board Oversight - Our Board of Directors oversees our human capital management strategy and programs. Our HR and Compensation Committee provides oversight of our human resources and workforce management programs, including but not limited to those related to corporate culture; compensation plans and policies; ~~diversity and~~ inclusion; and talent acquisition, development, and retention.

HPE’s strong and healthy culture is critical to accelerating what’s next for our customers and partners – and the success of our company. We believe that a workforce that is energized and more engaged will fuel our ability to pivot and grow, which will, in turn, power the next chapter at Hewlett Packard Enterprise.

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Environmental Sustainability

Living Progress is our business strategy for creating more sustainable and responsible IT solutions that meet the technology demands of the future, while advancing the way people live and work. Anchored to our edge-to-cloud offerings and bolstered by our sustainability credentials, our Living Progress strategy provides us with a competitive advantage in the market as we help our customers ~~achieve~~pursue ~~not only~~ their business objectives, ~~but~~through ~~also~~more ~~their~~efficient ITand ~~sustainability~~sustainable ~~goals~~practices. A legacy of sustainability leadership supports talent acquisition and retention and enables ongoing access to global markets. The HPE Board of Directors, including through its committees, provides oversight of our Living Progress strategy, risks, practices, policies, and disclosures, to support integration with our core business strategy.

Sustainability performance is a core ~~business~~ discipline within HPE., and HPE ~~aims~~will continue to ~~become~~work atowards ~~net-zero~~our ~~enterprise~~ambitions byand ~~2040~~progressing our targets. In 2025, ~~with~~the ~~interim~~majority ~~targets~~of ~~set~~our ~~across~~greenhouse gas emissions resulted from our ~~value~~customers' ~~chain~~use ~~for~~of ~~2030~~our products and solutions. ~~These~~The ~~climate~~rising ~~targets~~demand ~~are~~for ~~approved~~compute-intensive bytechnologies—particularly ~~the~~those ~~Science~~that ~~Based~~support ~~Target~~artificial ~~initiative~~intelligence—is ~~and~~contributing ~~align~~to ~~with~~increased ~~the~~energy ~~latest~~consumption ~~climate~~across ~~science.~~the ~~Our~~technology ~~commitment~~sector, ispresenting ~~supported~~decarbonization bychallenges ~~our~~for ~~Net-Zero~~leading ~~Roadmap,~~solutions ~~which~~providers ~~defines~~such ~~the~~as ~~levers~~HPE. Accordingly, we ~~plan~~are committed to ~~prioritize~~delivering toproducts ~~enable~~and ussolutions tothat ~~deliver~~may onhelp our ~~near-~~customers ~~and~~minimize ~~long-term~~the electricity consumption and carbon ~~emissions~~footprints ~~reduction~~of ~~targets~~their IT estates while also enhancing productivity, and ~~outlines~~potentially ~~key~~reducing ~~assumptions~~costs. ~~with~~For ~~respect~~instance, the latest generation of HPE ProLiant Gen 12 Servers enables customers to ~~our~~consolidate ~~reduction~~and ~~targets~~grow compute capabilities, while potentially lowering the use and cost of power and cooling.

InTo ~~2024,~~enable ~~the~~market ~~majority~~access ofacross ~~our~~the ~~greenhouse~~globe ~~gas~~and ~~emissions~~aid ~~resulted from our~~ customers' ~~use~~in ofselecting ~~our~~more ~~products~~sustainable ~~and~~IT solutions., Wemany ~~recognize~~of ~~the~~our ~~opportunity~~products toare ~~innovate~~certified ~~technologies~~by ~~for a carbon~~eco-~~constrained~~labels, ~~world~~such ~~and~~as ~~are committed to delivering products and solutions that empower our customers to reduce~~ the ~~carbon~~Electronic ~~footprints~~Product ofEnvironment ~~their~~Assessment ITTool, ~~estates~~Energy ~~while~~STAR, ~~also~~China ~~gaining maximum productivity from their IT investments and reducing costs. For instance~~SEPA, ~~the latest generation of HPE ProLiant Gen 11 Servers enables customers to consolidate~~ and ~~grow compute capabilities while lowering~~ the ~~cost~~China ofEnergy ~~power,~~Conservation ~~cooling, floor space, and licensing~~Program.

To enable market access across the globe and aid customers in selecting more sustainable IT solutions, many of our products are certified by eco-labels such as Electronic Product Environment Assessment Tool, Energy STAR, China SEPA and the China Energy Conservation Program.

Supply Chain Responsibility and Human Rights

We manage our supply chain to help reduce risk, improve product quality, achieve environmental and social goals, and improve overall performance and value creation for our customers, partners, and suppliers. We are conscious of the importance of the responsible use of our products. In an effort to prevent intended and unintended harm, we continue to consider who purchases our offerings and how they are used by, among other things, limiting features, including responsible use clauses, monitoring for risk of alternate end uses, and promoting deployment of AI with safeguards, such as user training and ongoing checks and refinement to mitigate bias and improve accuracy.

Human rights principles are embedded in how we do business, and we are committed to holding our entire value chain to high ethical standards that respect such principles. We have processes in place to enable the early detection of forced labor and have implemented due diligence procedures to monitor and help prevent human rights violations or abuses at our suppliers and in our operations. Additionally, through our Responsible Minerals Program, we work to advance the responsible sourcing of minerals used in our products and within our supply chain.12

Our commitment to diversity, equity, and inclusion extends beyond our workforce and to our suppliers, as well. We believe a diverse supply chain and equity in sourcing not only creates opportunities for underrepresented and underserved communities, but also contributes to the resiliency of our supply chain and of our communities.

We are also committed to the responsible and ethical development and deployment of new technologies to advance how we live and work, and we continue to build on our existing responsible development work, particularly in relation to AI. We have an executive level AI Ethics Responsibility Committee and an operational AI Ethics Working Group, through which we aim to align the development, deployment, and use of AI with HPE's AI Ethical Principles, promoting privacy-enabled and secure, human focused, inclusive, robust, and responsible use of AI. In 2022, we refined our approach to assessing ethical AI and rolled out AI Ethical Principles training. In 2023, we further advanced this initiative by launching three new sub-committees to help us operationalize our principles for: Products (AI we develop), Processes (AI we source to use), and Partnerships (AI we source to incorporate into our solutions). In 2024, we rolled out a broader AI Governance model and developed tools to drive efficiency in the AI ethics assessment process.

While the HPE Board of Directors and all of its committees take an integrated, rather than siloed, approach to providing oversight of Living Progress matters, including environmental sustainability, supply chain responsibility, and human rights, our Nominating, Governance and Social Responsibility Committee is primarily responsible for oversight of our broader Living Progress strategy, initiatives, risks, and policies.

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of fostering the responsible use of our products. In an effort to prevent intended and unintended harm, we continue to consider who purchases our offerings and how they are used by, among other things, limiting features, including responsible use clauses, monitoring for risk of alternate end uses, and promoting deployment of AI with safeguards, such as user training and ongoing checks and refinement to mitigate bias and improve accuracy.

HPE aims to demonstrate respect for the human rights of all individuals in our value chain and where we live and work, with particular concern for identifying, understanding, and reducing the risk of negative impact to those most vulnerable to those impacts.

We are also committed to the responsible and ethical development and deployment of new technologies to advance how we live and work, and we continue to build on our existing responsible development work, particularly in relation to AI. We have an executive level AI Ethics Responsibility Committee and an operational AI Ethics Working Group, through which we aim to align the development, deployment, and use of AI with HPE's AI Ethics Principles, promoting privacy-enabled and secure, human focused, inclusive, robust, and responsible use of AI. In 2022, we refined our approach to assessing ethical AI and rolled out AI Ethics Principles training. In 2023, we further advanced this initiative by operationalizing our principles for: Products (AI we develop), Processes (AI we source to use), and Partnerships (AI we source to incorporate into our solutions). In 2024, we rolled out a broader AI Governance model and developed tools to drive efficiency in the AI ethics assessment process.

Material Government Regulations

Our business activities are subject to various federal, state, local, and foreign laws, and our products and services are governed by a number of rules and regulations. Costs and accruals incurred to comply with these governmental regulations are presently not material to our capital expenditures, results of operations, and competitive position. Although there is no assurance that existing or future government laws applicable to our operations, services or products will not have a material adverse effect on our capital expenditures, results of operations and competitive position, we do not currently anticipate material expenditures for government regulations. Nonetheless, as discussed below, we believe that global trade and certain environmental regulations could potentially materially impact our business.

Environment

Our products and operations are, or may in the future be, subject to various federal, state, local, and foreign laws and regulations concerning the environment, including, among others, laws addressing the discharge of pollutants into the air and water; supply chain due diligence, and sustainability, environment and emissions-related reporting; the management, movement, and disposal of hazardous substances and wastes and the clean-up of contaminated sites; product compliance and safety, such as repairability, chemical composition, packaging and labeling; energy consumption of our products and services; and the manufacture and distribution of chemical substances. We proactively evaluate, and at times replace materials in our products and supply chain, taking into account, among other things, published lists of substances of concern, new and upcoming legal requirements, customer preferences and scientific analysis that indicates a potential impact to human health or the environment. We are also subject to legislation in an increasing number of jurisdictions that makes producers of electrical goods, including servers and networking equipment, subject to certain repairability requirements or financially responsible for specified collection, recycling, treatment, and disposal of past and future covered products ~~(sometimes referred to as “product take-back legislation”)~~. We are also subject to standards set by public and private entities related to sustainability issues such as energy consumption, carbon emissions, reusing or recycling. Finally, as climate change and other environmental-related laws, regulations, treaties, and similar initiatives and programs are adopted and implemented throughout the world, we will be required to comply or potentially face market access limitations or other sanctions, including fines. In the event our products are impacted by these laws or standards, our products could be restricted from entering certain jurisdictions or from being procured by certain governments or private companies, and we could face other sanctions, including fines. However, we believe that technology will be fundamental to finding solutions to achieve compliance with and manage those requirements, and we are collaborating with industry, business groups and governments to find and promote ways that our technology can be used to address climate change and other environmental-related issues, and to facilitate compliance with related laws, regulations and treaties. We are committed to maintaining compliance with all environmental and environmental-related laws applicable to our operations, products and services, and to reducing our environmental impact across all aspects of our business. We support this commitment with a range of comprehensive policies, including relating to environmental, health and safety, climate, water, and electronic waste; a strict environmental management of our operations and worldwide environmental programs and services; an extensive supply chain responsibility program; and an approach to ethical standards and strong governance that are the foundations of our business.

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environmental management of our operations and worldwide environmental programs and services; an extensive supply chain responsibility program; and an approach to ethical standards and strong governance that are the foundations of our business.

Global Trade

As a global company, the import and export of our products and services are subject to laws and regulations including international treaties, U.S. export controls and sanctions laws, customs regulations, and local trade rules around the world. Such laws, rules, and regulations may delay the introduction of some of our products or impact our competitiveness through restricting our ability to do business in certain places or with certain entities and individuals, or the need to comply with domestic preference programs, laws concerning transfer and disclosure of sensitive or controlled technology or source code, unique technical standards, localization mandates, and duplicative in-country testing and inspection requirements. The consequences of any failure to comply with domestic and foreign trade regulations could limit our ability to conduct business globally. We continue to support open trade policies that recognize the importance of integrated cross-border supply chains that will continue to contribute to the growth of the global economy and measures that standardize compliance for manufacturers to ensure that products comply with safety and security requirements.

For a discussion of the risks associated with government regulations that may materially impact us, see “Regulatory and Government Risks” within “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K.

Additional Information

This Annual Report on Form 10-K may include trademarks and trade names owned by other parties, and all other such trademarks and trade names mentioned in this Annual Report on Form 10-K are the property of their respective owners.

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Information about our Executive Officers

The following are our current executive officers:

Name	Age	Position
Antonio Neri	5758	President and Chief Executive Officer
Marie Myers	5657	Executive Vice President, and Chief Financial Officer
John F. Schultz	6061	Executive Vice President, and Chief Operating and Legal Officer
Kristin Major	52	Executive Vice President and Chief People Officer
Stacy Dillow	51	Executive Vice President and Chief People Officer
Gerri A. Gold	66	Executive Vice President, President and Chief Executive Officer, HPE Financial Services
Maeve Culloty	47	Executive Vice President, President and Chief Executive Officer of HPE Financial Services
Fidelma Russo	6162	Executive Vice President, ~~Chief Technology Officer, and~~ General Manager of Hybrid Cloud, and Chief Technology Officer
Neil B. MacDonald	5657	Executive Vice President, and General Manager of Server
Philip J. Mottram	56	Executive Vice President, General Manager of Intelligent Edge
Rami Rahim	54	Executive Vice President, President and General Manager of Networking
Jeremy K. Cox	4748	Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer
Kirt P. Karros	5556	Senior Vice President, Treasurer and ~~Financial~~Head ~~Planning~~of &Corporate ~~Analysis~~Development

Antonio Neri; President and Chief Executive Officer

Mr. Neri has served as our President and Chief Executive Officer since June 2017 and February 2018, respectively. Previously, he served as Executive Vice President and General Manager of our Enterprise Group from November 2015 to June 2017. Prior to that, Mr. Neri served in a similar role for HP Co.'s Enterprise Group from October 2014 to November 2015. Mr. Neri served as Senior Vice President and General Manager of the HP Servers business unit from September 2013 to October 2014 and concurrently as Senior Vice President and General Manager of the HP Networking business unit from May 2014 to October 2014. Prior to that, he served as Senior Vice President and General Manager of the HP Technology Services business unit from August 2011 to September 2013 and as Vice President, Customer Services for the HP Personal Systems Group from 2007 to August 2011, having first joined HP Co. in 1996. Since December 2017, Mr. Neri has served as a director of Elevance Health, Inc. (formerly Anthem, Inc.), a health insurance provider in the U.S.

Marie Myers; Executive Vice President, and Chief Financial Officer

Ms. Myers has served as our Executive Vice President, and Chief Financial Officer since January 2024, responsible for leading all aspects of our finance and strategy organizations. She partners closely with the CEO to develop and execute the long-term strategy for the Company. Prior to that, she served as the Chief Financial Officer of HP Inc. from February 2021 to January 2024, as well as numerous other leadership positions at HP Inc.: Interim Chief Financial Officer from October 2020 to February 2021, Chief Transformation Officer from June 2020 to February 2021, and Chief Digital Officer from March 2020 to October 2020. Prior to that, she served as Chief Financial Officer of UiPath, Inc., a robotic process automation company, from December 2018 to December 2019.

~~John F. Schultz; Executive Vice President, Chief Operating and Legal Officer~~14

Mr. Schultz has served as our Executive Vice President, Chief Operating and Legal Officer since July 2020, responsible for overseeing all aspects of our operations and shaping our operational strategies. Prior to that, he served as Executive Vice President, Chief Legal and Administrative Officer and Secretary from December 2017 to July 2020 and as Executive Vice President, General Counsel and Secretary from November 2015 to December 2017, performing a similar role at HP Co. from April 2012 to November 2015. Prior to that, Mr. Schultz served as Deputy General Counsel for Litigation, Investigations and Global Functions at HP Co. from September 2008 to April 2012 and as a partner in the litigation practice at Morgan, Lewis & Bockius LLP, a law firm, where, among other clients, he supported HP Co. as external counsel on a variety of litigation and regulatory matters.

Kristin Major; Executive Vice President and Chief People Officer

Ms. Major has served as our Executive Vice President, Chief People Officer since February 2024, leading the global HR function, driving business growth and transformation through employee engagement; performance-led talent management; comprehensive rewards; and culture development. Prior to that, she served as Chief Talent Officer from March 2023 to January 2024, as Senior Vice President, Human Resources from January 2020 to March 2023, and as Senior Vice President, Deputy General Counsel of Global Functions and Security from December 2011 until January 2020. Before joining Hewlett Packard

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~~Enterprise~~long-term strategy for the Company. Prior to that, she served as athe ~~counsel~~Chief inFinancial ~~the~~Officer ~~labor~~of ~~and~~HP ~~employment~~Inc. ~~practice~~from February 2021 to January 2024, as well as numerous other leadership positions at ~~Skadden~~HP Inc.: Interim Chief Financial Officer from October 2020 to February 2021, ~~Arps~~Chief Transformation Officer from June 2020 to February 2021, ~~Slate~~and Chief Digital Officer from March 2020 to October 2020. Prior to that, ~~Meagher~~she &served ~~Flom~~as ~~LLP~~Chief Financial Officer of UiPath, Inc., a ~~law~~robotic ~~firm.~~process automation company, from December 2018 to December 2019.

~~Gerri~~John AF. ~~Gold~~Schultz; Executive Vice President, ~~President~~ and Chief ~~Executive~~Operating ~~Officer,~~and ~~HPE~~Legal ~~Financial Services~~Officer

MsMr. Schultz ~~Gold~~ has served as our Executive Vice President, ~~President~~ and Chief ~~Executive~~Operating and Legal Officer since July 2020, responsible for overseeing all aspects of ~~HPE~~our ~~Financial~~operations ~~Services~~and ~~since~~shaping ~~February~~our ~~2023~~operational strategies. InPrior ~~this~~to ~~role~~that, ~~she~~he ~~leads~~served ~~HPE~~as ~~Financial~~Executive ~~Services~~Vice President, ~~the~~Chief ~~global~~Legal ~~financing~~ and ~~asset~~Administrative ~~management organization~~Officer ~~that~~and ~~supports~~Secretary ~~HPE’s~~from ~~edge-~~December 2017 to~~-cloud~~ ~~strategy,~~July 2020 and ~~helps~~as ~~customers~~Executive ~~and~~Vice ~~partners~~President, ~~accelerate~~General ~~their~~Counsel ~~transformation.~~and ~~From~~Secretary ~~May~~from ~~2018~~November 2015 to ~~February~~December ~~2023~~2017, ~~she~~performing ~~served~~a assimilar ~~the~~role ~~Senior~~at ~~Vice~~HP Co. ~~President~~from ~~and~~April ~~Chief~~2012 ~~Operating~~to ~~Officer~~November of2015. ~~HPE~~Prior ~~Financial~~to ~~Services~~that, Mr. Schultz served as Deputy General Counsel for Litigation, Investigations and ~~from~~Global ~~August~~Functions at HP ~~2015~~Co. from September 2008 to ~~May~~April ~~2018,~~2012 and as a partner in the ~~Vice~~litigation ~~President~~practice at Morgan, Lewis ~~Global~~& ~~Accounts~~Bockius LLP, ~~Sales~~a law firm, ~~Marketing~~where, ~~and~~among ~~Managing~~other ~~Director~~clients, ~~Asset~~he ~~Management~~supported HP Co. as external counsel on a variety of ~~HPE~~litigation ~~Financial~~and ~~Services.~~regulatory matters.

Stacy Dillow; Executive Vice President and Chief People Officer

Ms. Dillow has served as our Executive Vice President and Chief People Officer since May 2025, leading the global HR function, driving business growth and transformation through employee engagement; performance-led talent management; comprehensive rewards; and culture development. Prior to that, she served as Executive Vice President and Chief Human Resources Officer at Fluor Corporation, an engineering and construction company, from September 2019 to April 2025. Prior to that, she served as the Head of Supply Chain Transformation for Southeast Asia and Australia at Unilever from 2017 to September 2019.

Maeve Culloty; Executive Vice President, President and Chief Executive Officer of HPE Financial Services

Ms. Culloty has served as Executive Vice President, President and Chief Executive Officer of HPE Financial Services since May 2025. In this role, she leads HPE Financial Services, the global financing and asset management organization that supports HPE’s broader technology and financial strategy and helps customers and partners accelerate their transformation. Prior to that, Ms. Culloty served as Vice President and Chief of Staff to President and CEO Antonio Neri, from November 2022 to February 2025. Prior to that, Ms. Culloty served, as Managing Director of HPE Ireland, with responsibility over HPE’s financial performance in that geography, from November 2019 to November 2022.

Fidelma Russo; Executive Vice President, General Manager of Hybrid Cloud and Chief Technology Officer

Ms. Russo has served as our Executive Vice President, General Manager of our Hybrid Cloud business ~~segment~~, and Chief Technology Officer since November 2023, responsible for overseeing the day-to-day operations and shaping the Hybrid Cloud business’ strategy, as well as HPE’s technology and innovation strategy. Prior to that, Ms. Russo served as Executive Vice President, Chief Technology Officer from September 2021 to October 2023. Prior to joining Hewlett Packard Enterprise, Ms. Russo was Senior Vice President and General Manager of the Cloud Services business unit at VMware from May 2020 to September 2021 and the Chief Technology Officer and Executive Vice President of Global Technology & Operations at Iron Mountain, Inc. from March 2017 to May 2020. ~~Additionally, Ms. Russo has served on the board of directors at Equinix, Inc. as a member of its audit committee since 2022.~~

Neil B. MacDonald; Executive Vice President, and General Manager of Server

Mr. MacDonald has served as Executive Vice President and General Manager of our Server business since February 2024, responsible for overseeing the day-to-day operations and shaping the strategy of the Server business ~~unit~~. Prior to that, he served as Executive Vice President and General Manager of our Compute business from March 2022 to January 2024, as Senior Vice President and General Manager of our Compute business from February 2020 to March 2022, and as Senior Vice President and General Manager of the Compute Solutions group of the then Hybrid IT business segment, from November 2018 to February 2020.

~~Philip~~Rami ~~J. Mottram~~Rahim; Executive Vice President, President and General Manager of ~~Intelligent Edge~~Networking

Mr. ~~Mottram~~Rahim has served as Executive Vice President, President and General Manager of our ~~Intelligent~~Networking ~~Edge~~ business since ~~March 2022. Previously,~~ he ~~served~~joined asHPE ~~the~~in ~~President~~July of2025, following our ~~Intelligent~~acquisition ~~Edge~~of ~~business~~Juniper ~~from June 2021 to March 2022. Prior to that~~Networks, MrInc. ~~Mottram~~He served as ~~Senior~~the ~~Vice~~Chief ~~President~~Executive ~~and~~Officer ~~General Manager~~ of ~~the~~Juniper ~~Communications~~Networks ~~Technology~~and ~~Group from April 2019 to June 2021. Before joining Hewlett Packard Enterprise, he served~~ as ~~the~~a ~~Chief~~member ~~Revenue Officer~~ of ~~Zayo~~its ~~Group,~~board aof ~~communications~~directors ~~infrastructure provider,~~ from November ~~2017~~2014 to ~~February~~July ~~2019, where he was responsible for all customer-facing functions~~2025. Prior to that, Mr. ~~Mottram~~Rahim served as ~~Director~~Executive ofVice ~~the~~President ~~Enterprise~~and ~~Business~~General ~~Unit~~Manager of ~~Vodafone~~the ~~from~~Juniper ~~May~~Development ~~2014~~and toInnovation ~~November~~organization, ~~2017~~Executive Vice President, ~~the~~Platform ~~Chief~~Systems ~~Executive~~Division ~~Officer~~and ofSenior ~~Hong~~Vice ~~Kong~~President ~~CSL~~and ~~from~~General ~~September~~Manager ~~2012~~of toJuniper ~~May~~Networks’ ~~2014,~~Edge and ~~Executive~~Aggregation ~~Director~~Business ofUnit. ~~Global~~Prior ~~Sales~~to atthese ~~Telstra~~roles, ~~International~~Mr. ~~from~~Rahim ~~September~~spent ~~2010~~time toat ~~September~~Juniper ~~2012~~Networks’ development organization, aswhere ~~well~~he ashelped awith ~~variety~~the architecture, design and implementation of ~~different~~many ~~operational~~core, ~~roles~~edge, atand ~~other~~carrier ~~telecommunications~~Ethernet ~~companies~~products.

~~Jeremy K. Cox; Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer~~ 15

Mr. Cox has served as our Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer since January 2024. Prior to that, he served as Senior Vice President, Interim Chief Financial Officer, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer from August 2023 to January 2024, as Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer from July 2022 to August 2023, as Senior Vice President, Global Tax and Head of Products and Services Finance from May 2021 to July 2022, and as Senior Vice President, Global Tax, Financial Planning and Analysis, and Global Functions Finance from November 2018 to May 2021, among numerous other leadership positions. Prior to joining HP Inc. in 2008, Mr. Cox was Senior Tax Counsel for Electronic Data Systems.

Kirt P. Karros; Senior Vice President, Treasurer and Financial Planning & Analysis

Mr. Karros has served as our Senior Vice President, Treasurer and Financial Planning & Analysis since March 2024, responsible for all treasury operations and overseeing financial planning and strategy for HPE and our business units. Prior to that, he served as Senior Vice President, Treasurer and Investor Relations from May 2022 to March 2024, overseeing all treasury and investor relations-related activities. Previously, he served as our Senior Vice President, Finance and Treasurer from November 2015 to May 2022. Prior to that, Mr. Karros served in a similar role at HP Co., leading its treasury and investor relations functions.

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Jeremy K. Cox; Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer

Mr. Cox has served as our Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer since January 2024. Prior to that, he served as Senior Vice President, Interim Chief Financial Officer, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer from August 2023 to January 2024; as Senior Vice President, Corporate Controller, Chief Tax Officer, and Principal Accounting Officer from July 2022 to August 2023; as Senior Vice President, Global Tax and Head of Products and Services Finance from May 2021 to July 2022; and as Senior Vice President, Global Tax, Financial Planning and Analysis, and Global Functions Finance from November 2018 to May 2021, among numerous other leadership positions. Prior to joining HP Inc. in 2008, Mr. Cox was Senior Tax Counsel for Electronic Data Systems.

Kirt P. Karros; Senior Vice President, Treasurer and Head of Corporate Development

Mr. Karros has served as our Senior Vice President, Treasurer and Head of Corporate Development since July 2025, responsible for all treasury operations and leading corporate development initiatives. Prior to that, in addition to such roles, he also served as Head of Financial Planning & Analysis from February 2025 to July 2025, overseeing financial planning and strategy for HPE and our business units. Prior to that, he served as Senior Vice President, Treasurer and Financial Planning & Analysis from March 2024 to February 2025. From May 2022 to March 2024, Mr. Karros was Senior Vice President, Treasurer and Investor Relations, where in addition to overseeing our treasury function, he also led our investor relations strategies and activities. Previously, he served as our Senior Vice President, Finance and Treasurer from November 2015 to May 2022, and prior to that, he served in a similar role at HP Co., leading its treasury and investor relations functions.

Available Information

Our website is located at www.hpe.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, on our website at http://investors.hpe.com, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the Securities and Exchange Commission. Hewlett Packard Enterprise's Corporate Governance Guidelines, Board of Directors' committee charters (including the charters of the Audit Committee, Finance and Investment Committee, HR and Compensation Committee, Technology Committee, and Nominating, Governance and Social Responsibility Committee) and code of ethics entitled “Standards of Business Conduct” are also available at that same location on our website. ~~Stockholders may request free printed copies of these documents from:~~

~~Hewlett Packard Enterprise Company~~16

Attention: Investor Relations

1701 East Mossy Oaks Road,

Spring, Texas 77389

http://investors.hpe.com/financial/requested-printed-reports

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ITEM 1A. Risk Factors.

You should carefully consider the following risks and other information in this Annual Report on Form 10-K in evaluating Hewlett Packard Enterprise. Any of the following risks could materially and adversely affect our results of operations or financial condition. Some of the factors, events, and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future. The following risk factors should be read in conjunction with Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operation,” and the Consolidated Financial Statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report Form 10-K.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations, and financial results.

~~Business~~Risks ~~and~~Related ~~Operational~~to ~~Risks~~Our Business Strategy and Industry

•IfOur wesuccess ~~cannot~~depends on our ability to successfully execute our go-to-market strategy, including offering ~~our~~solutions ~~entire portfolio~~ as-a-Service, effectively planning and managing our ~~business~~resources, ~~operating~~and ~~results,~~continuing to develop and ~~financial~~manage ~~performance~~our ~~may~~offerings ~~suffer.~~to integrate new features and solutions.

•We depend on third-party suppliers, contract manufacturers (including original equipment and original design manufacturers), as well as single-source and limited source suppliers, and our financial results could suffer if we fail to manage ~~our~~these ~~supplier~~third party relationships ~~properly~~effectively.

•System security risks, data protection incidents, cyberattacks and systems integration issues could disrupt our internal operations or IT services provided to customers, and any such disruption could reduce our revenue, increase our expenses, damage our reputation, and adversely affect our stock price.

•We operate in an intensely competitive industry, and competitive pressures could harm our business and financial performance

•Any failure by us to identify, manage, and complete acquisitions and subsequent integrations (including the integration of Juniper Networks following the Merger), divestitures, and other significant transactions successfully could harm our financial results, business, prospects, and stock price.

•Uncertainty and fluctuations in geopolitical and macroeconomic conditions may adversely impact our business, financial condition, and operating results.

•If we experience or fail to properly manage disruption in the distribution of our products and services properly, our business and financial performance could suffer.

•Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.

•~~Failure~~Long tosales ~~complete~~and ~~the~~implementation ~~Merger~~cycles ~~with~~for ~~Juniper~~our ~~Networks~~offerings ~~may~~and ~~adversely~~dynamics ~~affect~~related to large orders may cause our ~~business~~revenues and ~~our~~operating ~~stock~~results ~~price~~to vary significantly from quarter-to-quarter.

•~~Failure~~Our touneven ~~realize~~sales ~~the~~cycle ~~benefits~~and ~~expected~~supply ~~from~~chain ~~the~~disruptions ~~Merger~~make ~~with~~planning ~~Juniper~~and ~~Networks~~inventory ~~could~~management ~~adversely~~difficult ~~affect~~and ~~our~~future ~~business~~financial orresults ~~our~~less ~~stock price~~predictable.

•~~Any~~Our ~~failure~~ability ~~by us~~ to ~~identify,~~achieve ~~manage,~~our ~~and~~strategy ~~complete~~could ~~acquisitions~~be ~~and~~harmed ~~subsequent~~if ~~integrations,~~we ~~divestitures,~~are ~~and~~unable ~~other~~to ~~significant~~attract, ~~transactions~~retain, ~~successfully~~train, ~~could~~motivate, ~~harm our financial results~~develop, ~~business~~ and ~~prospects~~transition key personnel.

•If we cannot continue to produce quality products and services, our reputation, business, and financial performance may suffer.

•In order to be successful, we must attract, retain, train, motivate, develop, and transition key employees, and failure to do so could seriously harm us.

•If we fail to manage the distribution of our products and services properly, our business and financial performance could suffer.

•Issues in the development and use of artificial intelligence may result in reputational harm, liability or impact to our results of operations.

•Changes in the macroeconomic environment have, at times, impacted and may in the future negatively impact our results of operations.

•Failure to meet responsible and sustainable business expectations or standards or achieve our Living Progress goals could adversely affect our business, results of operations, financial condition, or stock price.

•Risks arising from climate change and the transition to a lower-carbon economy may impact our business.

~~Industry~~ Risks Related to Our Technology and Business Operations

•WeIssues ~~operate~~ in anthe ~~intensely~~development ~~competitive~~and ~~industry,~~use ~~and~~of ~~competitive~~artificial ~~pressures~~intelligence ~~could~~may result in reputational harm, ~~our~~liability, ~~business~~or ~~and~~impact ~~financial~~to ~~performance~~our results of operations.

International Risks

•Due to the international nature of our business, political or economic changes and the laws and regulatory regimes applying to international transactions or other factors could harm our future revenue, costs and expenses, and financial condition.

•We are exposed to fluctuations in foreign currency exchange rates.

Intellectual Property Risks

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•Our financial performance may suffer if we cannot continue to develop, license, or enforce the intellectual property rights on which our businesses depend.

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•We may not achieve some or all of the expected benefits of our cost reduction actions, some or all of which may be disruptive to our business.

•Our products and services depend in part on intellectual property and technology licensed from third parties.

•~~Third-party~~We ~~claims~~rely ofon ~~intellectual~~the ~~property~~performance ~~infringement,~~of ~~including~~our ~~patent~~business ~~infringement,~~systems ~~are~~and ~~commonplace~~processes, inas ~~our~~well ~~industry~~as ~~and~~those ~~successful~~of third-~~party~~parties ~~claims~~with ~~may~~whom ~~limit~~we ordo ~~disrupt our ability to sell our products and services~~business.

•If we cannot continue to produce quality products and services, our reputation, business, and financial performance may suffer.

•Our sustainable and responsible business expectations and actions towards achieving our Living Progress objectives may expose us to operational, legal, or reputational risks and could adversely affect our business, results of operations, financial condition, or stock price.

Financial Risks

•Our revenue, profitability, and margins have historically varied, and we expect them to continue to vary over time.

•We are exposed to fluctuations in foreign currency exchange rates.

•Adverse developments affecting our liquidity, capital position, borrowing costs, and access to capital markets could adversely impact our business, financial condition, and results of operations or those of the third parties with whom we do business.

•Our debt obligations may adversely affect our business and our ability to meet our obligations and pay dividends.

•The revenue and profitability of our operations have historically varied, which makes our future financial results less predictable.

•Our uneven sales cycle and supply chain disruptions make planning and inventory management difficult and future financial results less predictable.

•We make estimates and assumptions in connection with the preparation of our Consolidated Financial Statements and any changes to those estimates and assumptions could adversely affect our results of operations.

•Declaration, payment and amounts of dividends, if any, to holders of our shares will be uncertain.

Legal, Regulatory, and ~~Government~~Compliance Risks

•~~Our~~Unfavorable ~~business~~results isof ~~subject~~legal ~~to various federal~~proceedings, ~~state~~investigations, ~~local~~ and ~~foreign~~other ~~laws~~disputes ~~and regulations that~~ could ~~result~~harm ~~in costs or other sanctions that adversely affect~~ our business and ~~results~~result ofin ~~operations~~substantial costs.

•Third-party claims of intellectual property infringement, including patent infringement, are commonplace in our industry and successful third-party claims may limit or disrupt our ability to sell our products and services.

•Our business is subject to various federal, state, local, and foreign laws and regulations that could result in costs or other sanctions that adversely affect our business and results of operations.

•Contracts with federal, state, provincial, and local governments are subject to a number of challenges and risks that may adversely impact our business.

•Unanticipated changes in our tax provisions, the adoption of new tax legislation, or exposure to additional tax liabilities could affect our financial performance.

Risks Related to Prior Separations

•The stock distribution in either or both of the completed separations of our former Enterprise Services business and our former Software segment could result in significant tax liability, and DXC Technology Company or Micro Focus International plc (as applicable) may in certain cases be obligated to indemnify us for any such tax liability imposed on us.

•We continue to face a number of risks related to our separation from HP Inc., our former parent, including those associated with ongoing indemnification obligations, which could adversely affect our financial condition and results of operations, and shared use of certain intellectual property rights, which could in the future adversely impact our reputation.

General Risks

•Our stock price has fluctuated and may continue to fluctuate, which may make future prices of our stock difficult to predict.

For a more complete discussion of the material risks facing our business, see below.

Business and Operational Risks

If we cannot successfully execute our go-to-market strategy, including offering our entire portfolio as-a-Service, our business, operating results, and financial performance may suffer.

Our long-term strategy is focused on leveraging our portfolio of hardware, software, and services as we deliver global edge-to-cloud platform as-a-service to help customers accelerate outcomes by unlocking value from all of their data, everywhere. We provide our entire portfolio through a range of subscription and consumption-based, pay-per-use, and aaS offerings. We will also continue to provide our hardware and software in a capital expenditure and license-based model, giving our customers choices in consuming HPE products and services. Furthermore, subject to our anticipated consummation of the acquisition of Juniper Networks, Inc. (“Juniper Networks”) (the “Merger”), we will seek to offer secure, unified cloud- and AI-native networking to enhance innovation across edge to cloud. To successfully execute on these strategic pillars, we must continue to improve cost structures, align sales coverage with strategic goals, improve channel execution, and strengthen our capabilities in our areas of strategic focus, while continuing to pursue new product innovation that builds on our strategic

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capabilities in areas such as edge computing, hybrid cloud, artificial intelligence, data center networking, network security, and high-performance compute. We must make sufficient long-term investments in strategic growth areas, such as developing, obtaining, and protecting appropriate intellectual property, and commit or transition significant R&D and other resources before knowing whether our projections will reasonably reflect customer demand for our solutions. Should such efforts fail to produce actionable insights, or our offerings not perform as designed or promised, our business results and financial condition may be adversely affected. Furthermore, such incremental capital requirements may negatively impact cash flows in the near term and may require us to dedicate additional resources, including sales and marketing costs.

The process of improving our HPE GreenLake cloud offerings, enhancing existing hardware, software, and cloud-based solutions, and developing and improving the systems necessary for new and evolving data-intensive artificial intelligence-based workloads are all complex, costly, and uncertain, and any failure by us to anticipate customers’ changing needs and emerging technological trends accurately, to invest sufficiently in strategic growth areas, or to otherwise successfully execute this strategy could significantly harm our market share, results of operations, and financial performance.

Having developed a cloud platform product in HPE GreenLake and the hardware capabilities to support artificial intelligence computing, we must be able to continue integrating new features that are relevant to our customers and to scale quickly, while also managing costs and preserving margins, which means accurately forecasting volumes, mixes of products, and configurations that meet customer requirements, which we may not succeed at doing. These offerings face competition from peer companies with their own cloud platform and artificial intelligence computing offerings, and any delay in the development, production, or marketing of a new product, service, or solution could result in our offerings being late to reach the market, which could harm our competitive position. In addition, should we successfully consummate the Merger, the process of integrating and streamlining our offerings (including integrating Juniper Networks’ offerings with ours) or developing new solutions based on our respective technological portfolios may be complex, costly, time-consuming, and uncertain, and failure by us to successfully do so could adversely impact our future results of operations and financial performance. Furthermore, we anticipate needing to adapt our go-to-market structure from time to time with new sales and marketing approaches, to better align with aaS business models and to capture unique market opportunities, such as in hybrid cloud and artificial intelligence. Changing our go-to-market structure may affect employee compensation models and ultimately our ability to retain employees. There is no assurance that we will be able to implement these adjustments in a timely or cost-effective manner, or that we will be able to realize all or any of the expected benefits from them.

Our HPE GreenLake solutions generally are multiyear agreements, which result in recurring revenue streams over the term of the arrangement. As customer demand for our aaS offerings increases, we have experienced, and will continue to experience, differences in the timing of revenue recognition between our traditional offerings (for which revenue is generally recognized at the time of delivery) and our aaS offerings (for which revenue is generally recognized ratably over the term of the arrangement). As such, our financial results and growth depend, in part, on customers continuing to purchase our services and solutions over the contract life on the agreed terms. Additionally, implementing this business model also means that our historical results, especially those from before the transition, may not be indicative of future results, which may adversely affect our ability to accurately forecast our future operating results. Our aaS offerings also could subject us to increased risk of liability related to the provision of services as well as operational, technical, legal, regulatory, or other costs.

We depend on third-party suppliers, and our financial results could suffer if we fail to manage our supplier relationships properly.

Our operations depend on our ability to anticipate our needs for components, products, and services, as well as our suppliers’ abilities to deliver sufficient quantities of quality components, products, and services at reasonable prices and in time for us to meet critical schedules for the delivery of our own products and services. Given the wide variety of solutions that we offer, the large and diverse distribution of our suppliers and contract manufacturers, and the long lead times required to manufacture, assemble, and deliver certain solutions, problems have, from time to time in the past, arisen, and could in the future arise, in production, planning, and inventory management that could harm our business. In addition, our ongoing efforts to optimize the efficiency of our supply chain could cause supply disruptions and be more expensive, time-consuming, and resource-intensive than expected. Furthermore, certain of our suppliers have at times decided, and may in the future decide, to discontinue conducting business with us. Other supplier problems that we have faced, and could again face in the future, include component shortages, excess supply, and contractual, relational, and labor risks, each of which is described below.

•Component shortages. We have in the past experienced, and may experience again in the future, delays and shortages of certain components as a result of strong demand, supplier transitions, raw material or capacity constraints, and other problems experienced by suppliers in certain geographies and markets, resulting in insufficient supply to meet total market demand. In the past, we have experienced shortages or delays, which led to higher prices of certain components and exposure to quality issues and delivery delays, which may occur again in the future. We may not be able to secure enough components at reasonable prices, of acceptable quality, or at all, to build products or provide services in a timely manner in the quantities needed or according to our specifications. Accordingly, our business and financial performance could suffer from a loss of time-sensitive sales, additional freight costs incurred, or the inability to pass

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onRisks ~~price~~Related ~~increases~~ to ~~our~~Our ~~customers.~~Business IfStrategy ~~we cannot adequately address supply issues, we may have to reengineer some product or service offerings, which could result in further costs~~ and ~~delays.~~Industry

~~•Excess~~Our ~~supply.~~success Independs ~~order~~on ~~to secure components for~~ our ~~products~~ability orto ~~services,~~successfully atexecute ~~times~~our ~~we may make advance payments~~ go-to-market ~~suppliers~~strategy, orincluding ~~enter~~offering ~~into~~solutions ~~long term agreements, non~~as-~~cancellable commitments~~a-Service, oreffectively ~~other~~planning ~~inventory~~and ~~management~~managing ~~arrangements~~our ~~with vendors. In addition~~resources, weand ~~may~~continuing ~~purchase components strategically in advance of demand~~ to ~~take~~develop ~~advantage~~and ofmanage ~~favorable~~our ~~pricing~~offerings or to ~~address~~integrate ~~concerns~~new ~~about~~features the availability of future components. If we fail to anticipate customer demand properly, a temporary oversupply can result in excess or obsolete components (which has happened at times in the past), which has at times adversely impacted and ~~could in the future adversely impact our business and financial performance~~solutions.

~~•Contractual~~Our ~~terms.~~long-term Asgo-to-market astrategy ~~result~~is offocused ~~binding~~on ~~long-term~~leveraging ~~price~~our orportfolio ~~purchase~~composed ~~commitments~~of ~~with~~hardware, ~~vendors~~software, weand ~~may~~services beas ~~obligated~~we deliver global edge-to-cloud ~~purchase~~platform ~~components~~as-a-Service or(“aaS”) ~~services~~to athelp ~~prices~~customers ~~that~~accelerate ~~are~~outcomes ~~higher~~by ~~than~~unlocking ~~those~~value ~~available~~from intheir ~~the~~data, ~~current~~everywhere. ~~market~~We ~~and~~offer bea ~~limited~~substantial inportion of our ~~ability~~portfolio tothrough ~~respond~~a torange ~~changing~~of ~~market~~subscription ~~conditions~~and consumption-based offerings. IfWe wewill ~~commit~~also continue to ~~purchasing~~provide ~~components~~our orhardware ~~services~~and ~~for~~software ~~prices~~ in ~~excess~~capital ofexpenditure ~~the~~and ~~then~~license-~~current~~based ~~market price~~models, weto ~~may~~give beour atcustomers achoices ~~disadvantage~~in toconsuming ~~competitors~~HPE ~~who~~products ~~have~~and ~~access~~services. toFollowing ~~components~~the oracquisition ~~services~~of atJuniper ~~lower~~Networks ~~prices~~on July 2, 2025 (the “Merger”), we seek to enhance our ~~gross~~networking ~~margin~~solutions ~~could~~by ~~suffer~~offering secure, unified cloud and weAI-native ~~could~~networking ~~incur~~to ~~charges~~enhance ~~relating~~innovation toacross ~~inventory~~edge ~~obsolescence~~to cloud.

~~•Contingent~~To ~~workers.~~successfully Weexecute ~~also~~our ~~rely~~strategy onin ~~third-party~~a ~~suppliers~~rapidly ~~for~~evolving ~~the~~market, ~~provision~~we ofmust ~~contingent~~maintain ~~workers~~effective planning, forecasting, and ~~our~~management ~~failure~~processes to ~~manage~~enable ~~our~~us ~~use~~to ofcontinue ~~such~~to ~~workers~~improve ~~effectively~~cost ~~could~~structures, ~~adversely~~align ~~affect~~sales ~~our~~coverage ~~results~~with ofstrategic ~~operations.~~goals, Weimprove ~~have~~channel ~~been~~execution, ~~exposed~~and tostrengthen ~~various~~our ~~legal~~capabilities ~~claims~~in ~~relating~~our toareas ~~the~~of ~~status~~strategic offocus, ~~contingent~~while ~~workers~~continuing to pursue new product innovation in ~~the~~areas ~~past~~such ~~and~~as ~~could~~edge ~~face~~computing, ~~similar~~hybrid ~~claims~~cloud, inAI, ~~the~~high ~~future~~performance computing, and networking. We ~~may~~must bealso ~~subject~~make sufficient long-term investments in strategic growth areas to ~~shortages~~develop, ~~oversupply~~obtain, orand ~~fixed~~protect ~~contractual~~our ~~terms~~intellectual ~~relating~~property, toand ~~contingent~~commit ~~workers.~~to ~~Our~~transition ~~ability~~significant toresearch ~~manage~~and ~~the~~development ~~size~~(“R&D”) and ~~cost~~other ofresources ~~our~~before ~~contingent~~knowing ~~workforce~~whether ~~may~~our beprojections ~~subject~~will toalign ~~additional~~with ~~constraints~~customer ~~imposed~~demand byfor ~~local~~our ~~laws~~solutions.

~~•Single-source suppliers.~~ We ~~obtain~~anticipate ~~certain~~adapting ~~components~~our ~~from single~~go-~~source~~to-market ~~suppliers~~structure ~~due~~from time-to-time ~~technology,~~with ~~availability,~~new ~~price,~~approaches ~~quality,~~to ~~scale,~~sales ~~or customization needs. Certain of such suppliers have, in the past decided,~~ and ~~may in the future decide~~marketing, to ~~discontinue~~better ~~manufacturing~~align ~~components~~with ~~used~~aaS inbusiness ~~our~~models ~~products,~~and ~~which may cause us~~ to ~~discontinue~~capture ~~certain~~unique ~~products~~market opportunities, ~~incur~~such ~~additional costs to redesign our products so~~ as ~~not~~in tohybrid ~~incorporate~~cloud, ~~such discontinued components~~AI, ~~or incur time~~ and ~~expense~~AI-native ~~to find replacement suppliers~~networking. ~~Replacing~~This aincremental ~~single-source~~capital ~~supplier~~investment ~~has~~approach ~~at times delayed, and could delay, production of some products as replacement suppliers~~ may ~~initially~~require beadditional ~~unable to meet demand or be subject to other output limitations. For some components~~sales, ~~such as customized components~~marketing, ~~alternative sources either may not exist~~ or may be unable to produce the quantities of those components necessary to satisfy our production requirements. In addition, we sometimes purchase components from single-source suppliers under short-term agreements that contain favorable pricing and other ~~terms~~expenses ~~but~~ that ~~may~~negatively beimpact ~~unilaterally~~cash ~~modified~~flows orin ~~terminated by~~ the ~~supplier~~near ~~with limited notice and with little or no penalty~~term. ~~The~~Further, ~~performance~~should of such ~~single-source~~efforts ~~suppliers~~fail ~~under~~to ~~those~~produce ~~agreements~~actionable ~~(and~~insights, ~~the renewal~~ or ~~extension of those agreements upon similar terms) may affect the quality, quantity, and price of~~ our ~~components.~~offerings ~~The~~not ~~loss~~perform ofas adesigned ~~single-source~~or ~~supplier~~promised, ~~the deterioration of~~ our ~~relationship~~business ~~with~~results aand ~~single-source~~financial ~~supplier,~~condition ormay ~~any~~be ~~unilateral modification to the contractual terms under which we are supplied components by a single-source supplier could~~ adversely ~~affect our business and financial performance~~affected.

~~System~~Our ~~security~~ongoing ~~risks~~process of improving HPE GreenLake; expanding our offerings across all our businesses (including cloud, ~~data~~AI, ~~protection~~and ~~incidents~~networking offerings); enhancing existing hardware, ~~cyberattacks~~software, and cloud-based solutions; and developing and improving the systems ~~integration~~necessary ~~issues~~for ~~could~~new ~~disrupt~~and ~~our~~evolving ~~internal~~data-intensive ~~operations~~AI-based orworkloads ITare ~~services~~all ~~provided~~complex, tocostly, ~~customers~~and uncertain, and any ~~such~~failure ~~disruption~~by ~~could~~us ~~reduce~~to ~~our~~anticipate ~~revenue~~customers’ changing needs and emerging technological trends accurately, ~~increase~~to ~~our~~invest ~~expenses~~sufficiently in strategic growth areas, ~~damage~~or to otherwise successfully execute this strategy could significantly harm our ~~reputation~~market share, ~~and~~results ~~adversely~~of ~~affect~~operations, ~~our~~and ~~stock~~financial ~~price~~performance.

AsHaving developed a ~~leading~~cloud ~~technology~~platform ~~firm,~~product wein ~~are~~HPE ~~exposed~~GreenLake toand ~~attacks~~the ~~from~~hardware ~~criminals,~~capabilities ~~nation~~to ~~state~~support ~~actors,~~AI ~~malicious insiders~~computing, ~~and~~we ~~activist~~must ~~hackers~~be ~~(collectively,~~able ~~“malicious~~to ~~parties”)~~continue ~~who~~integrating ~~have~~new atfeatures ~~times~~that ~~been~~are ~~able~~relevant to ~~circumvent or bypass~~ our ~~cyber~~customers ~~security~~and ~~measures.~~to ~~Although~~scale ~~some~~quickly, ofwhile ~~these~~also ~~attacks~~managing ~~have~~costs ~~caused~~and ~~disruptions~~preserving ~~or exposure of information~~margins, sowhich ~~far,~~means ~~these~~accurately ~~attacks~~forecasting ~~have not resulted in material negative impacts to HPE~~volumes, ~~nor~~mixes ~~have any~~ of ~~HPE’s consumers~~products, ~~customers,~~and orconfigurations ~~employees informed HPE~~ that ~~these~~meet ~~attacks~~customer ~~resulted in material harm to them~~requirements. ~~While~~In ~~we investigate and remediate incidents~~addition, ~~there~~through ~~can~~HPE beNetworking ~~no assurance that~~ we ~~will~~now dooffer soa ~~comprehensively~~full ornetworking ~~that~~IP ~~the~~stack: ~~threat~~from ~~actor~~silicon, ~~will~~to ~~not~~infrastructure, ~~identify alternative means of intrusion or opportunities~~ to ~~otherwise utilize~~ the ~~information~~operating itsystem, ~~accessed~~ to ~~adversely~~security, ~~affect~~to ~~our~~software ~~business~~and orservices, ~~results~~in ofa ~~operations.~~cloud-native Itand isAI-driven ~~also~~approach ~~possible~~following ~~that~~the ~~incidents~~Merger. ~~may~~The ~~embolden~~process ~~other~~of ~~malicious~~integrating ~~actors~~and tostreamlining ~~perpetrate~~our ~~future~~offerings ~~attacks~~(including ~~that~~integrating ~~may~~Juniper ~~result~~Networks’ inofferings ~~material~~with ~~misappropriation,~~ours) ~~system disruptions~~ or ~~shutdowns,~~developing ~~malicious~~new ~~alteration,~~solutions orbased ~~destruction~~on of our ~~confidential~~respective ortechnological ~~personal~~portfolios ~~information~~may orbe ~~that~~complex, ofcostly, ~~third parties. Further~~time-consuming, ~~there has been an increase in the frequency~~ and ~~sophistication of such attacks~~uncertain, and wefailure ~~expect~~by ~~these~~us ~~activities~~ to ~~continue~~successfully todo ~~increase,~~so ~~including~~could ~~malicious~~adversely ~~actors~~impact ~~potentially~~our ~~leveraging~~future AIresults toof ~~develop~~operations ~~malicious~~and ~~code~~financial ~~or sophisticated phishing attempts~~performance. ~~Malicious~~These ~~parties~~offerings ~~may~~face ~~also~~competition befrom ~~able~~peer tocompanies, ~~otherwise~~and ~~develop~~any ~~and~~delay ~~deploy~~in ~~viruses,~~our ~~worms~~development, ~~ransomware~~production, ~~and~~or ~~other~~marketing ~~malicious~~of ~~software~~a ~~programs~~new ~~that~~product, ~~attack~~service, ~~our products~~ or ~~otherwise~~solution ~~exploit~~could ~~any~~result ~~security~~in ~~vulnerabilities of~~ our ~~products,~~offerings ~~including~~being ~~within~~late ~~our~~to ~~cloud-based~~reach ~~environments~~the ~~and offerings~~market, ~~such~~which ~~that~~could weharm ~~may~~our becompetitive ~~unable~~position. toThese ~~anticipate~~offerings ~~such~~also ~~malicious~~depend ~~parties’~~on ~~techniques,~~the ~~implement~~continued ~~adequate~~growth ~~preventative~~of ~~measures,~~demand orfor ~~remediate~~secure ~~any~~network ~~intrusion~~and oninternet aprotocol ~~timely~~(“IP”) orinfrastructure ~~effective~~from ~~basis~~customers ~~even~~that ~~if our security measures~~ are ~~appropriate,~~able ~~reasonable,~~to ~~and~~build ~~comply~~their ~~with~~network ~~applicable legal requirements. Further~~capacity, ~~cyberattacks~~grow ortheir ~~incidents~~IP ~~have in the past gone~~services, and ~~could~~choose into ~~the~~deploy ~~future~~our ~~go,~~products ~~undetected~~ in ~~our~~their ~~environments~~networks ~~for a period of time,~~ and weIP ~~may~~infrastructures. ~~discover~~There ~~additional~~is ~~impacts~~no ofassurance ~~earlier incidents~~ that we ~~believe~~will ~~were~~be ~~remediated.~~able ~~For~~to ~~example,~~implement asthese ~~previously~~adjustments ~~disclosed~~ in ~~our~~a ~~Form~~timely 8or cost-Keffective ~~filed~~manner, ~~with~~or ~~the~~that ~~Securities~~we ~~and~~will ~~Exchange~~be ~~Commission~~able onto ~~January~~realize ~~24,~~all ~~2024,~~or weany ~~learned~~of inthe ~~December~~expected ~~2023~~benefits ~~that,~~from ~~beginning~~them. ~~in May 2023, a nation-state-~~

Our HPE GreenLake and networking solutions generally are multiyear agreements, which result in recurring revenue streams over the term of the arrangement. As customer demand for our aaS offerings increases, we have experienced, and will continue to experience, differences in the timing of revenue recognition between our traditional offerings (for which revenue is generally recognized at the time of delivery) and our aaS offerings (for which revenue is generally recognized ratably over the term of the contract). As such, our financial results and growth depend, in part, on customers continuing to purchase our services and solutions over the contract life on the agreed terms. Additionally, implementing this business model means that our historical results, especially those from before the Merger, may not be indicative of future results, which may adversely affect our ability to accurately forecast our future operating results. Our aaS offerings also could subject us to increased risk of liability related to the provision of services as well as operational, technical, legal, regulatory, or other costs.

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~~associated~~We ~~threat~~depend ~~actor~~on ~~gained unauthorized access to and exfiltrated data from HPE’s cloud~~third-~~based~~party ~~email~~suppliers, ~~and~~contract ~~SharePoint~~manufacturers ~~environments.~~(including ~~While~~original ~~this~~equipment ~~incident has been investigated~~ and ~~remediated~~original ~~with~~design ~~no material impact experienced by HPE to date~~manufacturers), ~~this~~as ~~may~~well ~~have~~as ~~nevertheless~~single-source ~~resulted in harm to our reputation~~ and ~~customer~~limited ~~relationships~~source ~~(and may do so in the future~~suppliers, ~~as well),~~ and ~~there can be no assurance that the threat actor will not utilize the information accessed to adversely affect~~ our ~~business~~financial or results ofcould ~~operations.~~suffer ~~Given~~if ~~our broad and diverse network environment, resource limitations, and operational constraints,~~ we ~~have in the past failed, and may in the future~~ fail, to ~~patch~~manage ~~certain~~these ~~security~~third ~~vulnerabilities~~party inrelationships ~~time to prevent successful disruptions of our infrastructure or exposure of information~~effectively.

~~Malicious~~Our ~~parties~~operations ~~may~~depend ~~compromise~~on our ~~manufacturing~~ability ~~supply~~to ~~chain~~anticipate ~~and~~our ~~the~~needs ~~systems~~for ~~or networks of other third parties on whom we rely~~components, ~~and as such, may embed malicious software or hardware in our~~ products, ~~thereby~~and ~~compromising our customers. Geopolitical tensions or conflicts~~services, ~~such~~ as ~~the~~well ~~ongoing~~as ~~conflicts between Russia and Ukraine or in~~ the ~~Middle~~ability ~~East, may heighten the risk~~ of ~~such~~our ~~cyberattacks~~manufacturers or(including ~~exacerbate~~original ~~system~~equipment ~~vulnerabilities~~manufacturers, ~~considering~~original ~~our continued hybrid work environment~~ and ~~our~~outsourced ~~globally~~design ~~dispersed operations~~manufacturers, ~~employees, contractors, suppliers, developers, partners,~~ and ~~other~~contract ~~third parties. In addition~~manufacturers), ~~sophisticated hardware~~ and ~~operating~~suppliers ~~system~~to ~~software~~deliver ~~and~~sufficient ~~applications~~quantities ~~that we produce, procure or integrate from third parties, including those~~ of ~~companies~~quality ~~we have acquired~~components, ~~may contain defects in design or manufacturing~~products, ~~including flaws that could unexpectedly interfere with the operation of the system. The costs associated with cybersecurity tools~~ and ~~infrastructure~~services ~~and competition for cybersecurity and IT talent have~~ at ~~times~~reasonable ~~limited,~~prices and ~~may~~ in ~~the~~time ~~future~~for ~~limit,~~us ~~our ability and the ability of third parties on whom we rely~~ to ~~efficiently~~meet ~~identify,~~critical ~~eliminate,~~schedules orfor ~~remediate cyber or other security vulnerabilities or problems or enact changes to minimize~~ the ~~attack~~delivery ~~surface~~ of our ~~network.~~own ~~Furthermore,~~products ~~our~~and ~~efforts,~~services. ~~and~~Given the ~~efforts~~wide variety of ~~third~~solutions ~~parties~~that ~~on whom~~ we ~~rely,~~offer; ~~to address these problems, at times, have not been, and may in~~ the ~~future~~large ~~not be successful~~ and ~~could~~diverse ~~result in interruptions, delays, cessation of service, compromise of sensitive information, and loss of existing or potential customers, any of which may impede our sales, manufacturing,~~ distribution ~~or other critical functions. Additional impacts from cybersecurity incidents could include reimbursement~~ of ~~remediation costs to~~ our ~~customers,~~ suppliers, ~~or distributors, such as liability for stolen assets or information, repairs of system damage,~~ and ~~incentives~~contract ~~for continued business~~manufacturers; ~~lost~~and ~~revenue resulting from~~ the ~~unauthorized~~long ~~use~~lead oftimes ~~proprietary~~required ~~information or the failure~~ to ~~retain or attract business partners following an incident; increased insurance premiums; and damage to our competitiveness~~manufacture, ~~stock price~~assemble, and ~~long-term~~deliver ~~shareholder~~certain ~~value.~~products ~~Further~~and solutions, itproblems ~~may~~in ~~be difficult to determine the best way to investigate~~production, ~~mitigate~~planning, ~~contain,~~ and ~~remediate~~inventory ~~any~~management ~~harm~~have ~~caused~~harmed byour abusiness ~~cybersecurity~~at ~~incident. Such efforts may not be successful~~times, and we may ~~make~~do ~~errors~~so oragain ~~fail~~in ~~to take necessary actions. It may take considerable time for us to investigate and evaluate~~ the ~~full impact of incidents, particularly for sophisticated attacks~~future. ~~These~~Any ~~factors~~delay ~~may~~in ~~inhibit~~ our ability to ~~provide~~produce ~~prompt, full,~~ and ~~reliable~~deliver ~~information~~our ~~about~~products ~~the~~could ~~incident~~cause to our customers, ~~partners, regulators, and the public. Additionally,~~ to ~~the~~purchase ~~extent~~alternative weproducts ~~carry~~from ~~insurance~~our ~~coverage~~competitors. ~~for~~Manufacturing ~~such~~and ~~possibilities,~~supply weproblems ~~cannot be certain~~ that ~~any~~we ~~such~~have ~~coverage will be adequate or otherwise protect us with respect to claims~~faced, ~~expenses,~~and ~~fines,~~could ~~penalties,~~face ~~business~~in ~~loss,~~the ~~data loss~~future, ~~litigation,~~are ~~regulatory~~described ~~actions, or other impacts arising from security breaches or incidents, or that such coverage will continue to be available on acceptable terms or at all~~below.

We•Manufacturing ~~manage~~Issues. ~~and~~We ~~store~~may ~~various~~experience ~~proprietary~~supply ~~information,~~shortfalls ~~intellectual property, and sensitive~~ or ~~confidential~~delays ~~data~~in ~~relating~~shipping products to our ~~business.~~customers Inif ~~addition,~~ our ~~business~~manufacturers ~~may~~experience ~~process~~delays, ~~store~~disruptions, ~~and~~or ~~transmit~~quality ~~customer~~control ~~data,~~problems ~~including~~in ~~commercially~~their ~~sensitive,~~manufacturing ~~government-related~~operations, ~~and/~~or ~~personal~~if ~~data,~~we ~~subject~~have to ~~the~~change ~~European~~or ~~General~~add ~~Data~~manufacturers ~~Protection~~or ~~Regulation,~~contract ~~United~~manufacturing ~~Kingdom~~locations. ~~General~~We ~~Data~~have ~~Protection~~contracts ~~Regulation,~~with ~~and~~our ~~various~~manufacturers ~~U.S.~~that ~~state~~include ~~and~~terms ~~foreign~~to ~~data~~protect ~~security~~us ~~and~~in ~~privacy~~the ~~laws~~event of an early termination or breach, ~~which~~yet ~~give~~we ~~new~~may ~~data~~not ~~privacy~~have ~~rights~~adequate time to ~~their~~transition ~~residents~~all ~~and~~of ~~impose~~our ~~significant~~manufacturing ~~obligations~~needs ~~related~~ to ~~the~~an ~~handling~~alternative ofmanufacturer ~~personal~~under ~~data~~comparable commercial terms. ~~Compliance~~We ~~with~~have ~~data~~experienced ~~security~~in the past, and ~~privacy~~may ~~laws~~experience isin ~~complex~~the ~~and~~future, ~~costly.~~an ~~With~~increase in the expected time required to manufacture our ~~business~~products ~~increasingly~~or ~~providing~~ship ~~aaS~~products. ~~offerings~~Moreover, ~~malicious~~a ~~parties~~significant ~~could~~portion ~~target~~of ~~such~~our ~~services,~~manufacturing ~~potentially~~is ~~resulting~~performed in anforeign ~~increased~~countries. ~~risk~~The manufacture of ~~compromise~~product ofcomponents, ~~customer~~the orfinal ~~employee~~assembly ~~data~~of ~~resulting~~our inproducts ~~regulatory~~and ~~exposure.~~other ~~Incidents~~critical ~~involving~~operations ~~our~~are ~~cyber~~concentrated orin ~~physical~~certain ~~security~~geographic ~~measures~~locations, orincluding the ~~accidental~~United ~~loss~~States, ~~inadvertent~~Puerto ~~disclosure~~Rico, orVietnam, ~~unapproved~~Thailand, ~~dissemination~~Costa ofRica, ~~proprietary information~~Brazil, ~~intellectual~~Czech ~~property~~Republic, orMalaysia, ~~sensitive~~Mexico, ~~confidential~~China, orTaiwan, ~~personal~~India, ~~data~~South ~~about us~~Korea, ~~our~~Saudi ~~clients~~Arabia, orand ~~our~~Singapore. ~~customers,~~We ~~including~~also ~~the~~rely ~~potential~~on ~~loss~~major orlogistics ~~disclosure~~hubs, ofwhich ~~such~~are ~~data~~strategically aslocated anear ~~result~~manufacturing offacilities ~~fraud~~in orthe ~~other~~major ~~forms~~regions ofand ~~deception,~~in ~~could~~proximity ~~expose~~to ~~us,~~HPE’s ~~our~~distribution channels and customers,. orThese ~~the~~operations ~~individuals~~are ~~affected~~therefore subject to arisks ~~risk~~associated ofwith ~~loss~~doing orbusiness ~~misuse~~outside of ~~this~~the ~~information;~~U.S., ~~result~~including intrade ~~regulatory~~restrictions ~~fines~~and related costs, ~~litigation~~government sanctions, ~~and~~disruptions ~~potential~~to ~~liability~~our ~~for~~supply ~~us;~~chain, ~~damage~~cyberattacks, ~~our~~cyberwarfare, ~~brand~~pandemics, ~~and~~regional ~~reputation;~~health emergencies, regional climate-related events, or ~~otherwise~~regional ~~harm~~conflicts. ~~our~~Other critical business. Weoperations ~~also~~and ~~could~~some ~~lose~~of ~~existing~~our orsuppliers ~~potential~~are ~~customers~~located ofin ~~services~~California orand ~~other~~Asia, ITnear ~~solutions~~major orearthquake ~~incur~~faults ~~significant~~known ~~expenses~~for inseismic ~~connection~~activity. ~~with~~Our ~~our~~operations ~~customers’~~could ~~system~~be ~~failures~~adversely oraffected ~~any~~if ~~actual~~manufacturing, logistics, or ~~perceived~~other ~~security~~operations ~~vulnerabilities~~ in ~~our~~these ~~products~~locations ~~and~~are ~~services.~~disrupted Infor ~~addition,~~any ~~the~~reason ~~cost~~or ~~and~~due ~~operational~~to ~~consequences~~natural ofdisasters ~~managing~~and anpublic ~~incident~~health ~~and~~issues ~~implementing~~in ~~further~~the ~~data~~United ~~protection~~States, ~~measures~~Puerto ~~could~~Rico, beand ~~significant~~China.

~~Additionally,~~•Supply weChain ~~have~~Disruption. atAny ~~times~~disruptions ~~experienced,~~to ~~and~~our ~~may~~supply ~~experience~~chain, ~~other~~significant ~~security~~increase ~~issues~~in ~~that~~component ~~are~~costs ~~not~~or ~~the~~logistics ~~results~~costs, or shortages of ~~any~~critical ~~action~~components, could decrease our sales, earnings, and liquidity or ~~attack~~otherwise ~~from~~adversely ~~malicious~~affect ~~parties~~our business and result in increased costs. Disruptions could occur as a result of any number of events, ~~whether~~including, ~~due~~but not limited to: ~~employee~~an orextended ~~insider~~closure ~~error~~of, or ~~malfeasance,~~any ~~system~~slowdown ~~errors~~at our suppliers' plants or ~~vulnerabilities~~shipping delays; market shortages due to the surge in ~~our~~demand orfrom other ~~parties’~~purchasers ~~systems.~~for ~~Portions~~critical ofcomponents; ~~our~~increases ITin ~~infrastructure~~prices ~~also~~(including ~~have~~fuel ~~experienced,~~prices and ~~may~~increases ~~experience~~in prices due to inflation); the imposition of regulations, ~~interruptions~~quotas, ~~delays~~embargoes, or ~~cessations~~tariffs ofon ~~service~~components; orlabor ~~produce~~stoppages; ~~errors~~transportation delays, including due to labor strikes; third-party interference in ~~connection~~the ~~with~~integrity ~~systems~~of ~~integration~~the orproducts ~~migration~~sourced ~~work~~through ~~that~~the ~~takes~~supply ~~place~~chain; ~~from~~cyberattacks; ~~time~~the tounavailability ~~time.~~of Asraw ~~our~~materials; ITsevere ~~environment~~weather ~~continues~~conditions toand ~~evolve~~adverse effects of climate change, or natural disasters; geopolitical developments, war or terrorism; and disruptions in utilities and other services, some of which we have, atexperienced. ~~times~~In addition, ~~been~~the ~~unsuccessful~~development, ~~and~~licensing, ~~may~~or acquisition of new products in the future bemay ~~unsuccessful,~~increase inthe ~~adopting~~complexity orof ~~implementing~~supply ~~new~~chain ~~systems~~management. Failure to effectively manage the supply of components and ~~transitioning~~products ~~data,~~would ~~which~~adversely affect our business. Our ongoing efforts to geographically diversify and optimize the efficiency of our supply chain could cause ~~business~~supply disruptions and be more expensive, time-consuming, ~~disruptive~~and resource-intensive than expected, and ~~resource~~such ~~intensive~~impacts may be more pronounced as a result of increased tariffs between the U.S. ~~Furthermore~~and its trading partners. In this environment of heightened trade restrictions, we have experienced, and may continue to experience, cost increases from certain of our ~~data~~suppliers ~~centers~~that ~~depend~~result onin ~~predictable~~price ~~and~~increases ~~reliable~~for ~~energy~~some of our offerings and ~~networking~~could ~~capabilities,~~subsequently ~~the~~limit ~~cost~~demand for such offerings. If we are unable to pass on all or ~~availability~~some of ~~which~~such ~~could~~cost beincreases ~~adversely~~to ~~affected~~our customers, such increased prices may reduce our current margins and future margins. Furthermore, certain of our suppliers have discontinued conducting business with us or failed to perform under their contracts with us.

•Component Supply Shortages. We provide demand forecasts for our products to our manufacturers, who order components and plan capacity based on these forecasts. We have experienced, and may experience again in the future, delays and shortages of certain components as a result of strong demand, supplier transitions, raw material or capacity constraints, and other problems experienced by suppliers in certain geographies and markets, resulting in insufficient

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~~disrupted~~supply byto ameet ~~variety~~total market demand. We have experienced shortages or delays, which led to higher prices of ~~factors~~certain components and exposure to quality issues and delivery delays, ~~including~~and ~~but~~may experience such delays and associated impacts in the future. We may not ~~limited~~be able to ~~the~~secure ~~effects~~enough ofcomponents ~~climate~~at ~~change.~~reasonable ~~Such~~prices, ~~disruptions~~of ~~could~~acceptable ~~adversely~~quality, ~~impact~~or ~~our~~at ~~ability~~all, to ~~fulfill~~build ~~orders~~products ~~and~~or ~~respond~~provide services in a timely manner in the quantities needed or according to ~~customer~~our ~~requests~~specifications. Accordingly, our business and ~~interrupt~~financial ~~other~~performance ~~processes.~~could ~~Delayed~~suffer from a loss of time-sensitive sales, ~~lower~~additional ~~margins~~freight costs incurred, or ~~lost~~the ~~customers~~inability ~~resulting~~to ~~from~~pass ~~these~~on ~~events~~price ~~could~~increases ~~reduce~~to our ~~revenue~~customers. If we cannot adequately address supply issues, ~~increase~~we ~~our~~may ~~expenses~~have to reengineer some product or service offerings, ~~and~~which ~~adversely~~could ~~affect~~result ~~our~~in ~~reputation~~further costs and ~~stock price~~delays.

~~While~~•Excess weSupply. ~~seek~~In order to ~~identify~~secure ~~and~~components ~~remediate~~for ~~vulnerabilities in~~ our products, or services, ITat ~~systems,~~times ~~controls,~~we ~~and~~have ~~software~~made ~~that~~advance ~~could~~payments beto ~~exploited~~suppliers byor ~~any~~entered ~~malicious~~into ~~parties~~long term agreements, wenon-cancellable ~~may~~commitments, ~~not~~or beother ~~aware~~inventory ofmanagement ~~all~~arrangements ~~such~~with ~~vulnerabilities,~~vendors. ~~and~~In addition, we have also, at times ~~failed~~, ~~and~~purchased ~~may~~components ~~fail,~~strategically toin ~~anticipate,~~advance ~~detect,~~of ~~identify,~~demand ~~and/or~~to ~~remediate~~take ~~such~~advantage ~~vulnerabilities~~of ~~before~~favorable ~~they~~pricing, ~~are~~to ~~exploited~~address orconcerns ~~such~~about ~~vulnerabilities~~the ~~may~~availability ~~persist~~of ~~after~~future ~~issuing~~components, ~~security~~or ~~patches~~to ~~because~~prepare ~~system~~to ~~software~~fulfill ~~updates~~large ~~may~~orders. ~~occur~~If ~~asynchronously across~~ our ~~customer~~manufacturers ~~base.~~assess ~~Additionally~~charges, we have ~~acquired~~liabilities ~~and~~for ~~may~~excess ~~continue~~inventory toor ~~acquire~~raw ~~companies~~materials ~~with~~(each ~~cybersecurity~~of ~~vulnerabilities~~which orcould ~~different~~negatively ~~security~~affect ~~standards,~~our ~~which~~gross ~~exposes~~margins), uswe fail to ~~related~~adequately ~~cybersecurity,~~anticipate ~~operational,~~customer demand and ~~financial~~overestimate ~~risks.~~our ~~Further~~requirements, ascontinue ~~our~~to ~~products~~take ~~and~~actions ~~services~~to inmake ~~some~~strategic ~~instances~~purchases ~~are~~in ~~integrated~~advance ~~with~~of ~~our~~demand, ~~customers'~~or ~~systems~~these ~~and~~dynamics ~~processes,~~are ~~even~~exacerbated ifdue weto ~~are~~order ~~successful~~delays inor ~~identifying vulnerabilities~~cancellations, a ~~successful~~temporary ~~attack~~oversupply onmay usresult ~~could~~in ~~compromise~~excess ~~customers’~~or ITobsolete ~~systems and sensitive data~~components, ~~despite~~which ~~active~~may ~~monitoring~~result ~~and~~in ~~development~~additional ofcharges ~~tools~~from ~~designed~~our tomanufacturers, ~~identify~~or ~~and~~we ~~remediate~~may ~~such~~have ~~vulnerabilities.~~liabilities ~~There~~for isexcess noinventory ~~guarantee~~or ~~that~~raw amaterials, ~~series~~each of ~~issues~~which ~~may~~could ~~not~~negatively beaffect ~~determined~~our togross bemargins. ~~material~~We inhave ~~the~~experienced ~~aggregate~~adverse atimpacts ato ~~future~~our ~~date~~business ~~even~~and iffinancial ~~they~~performance ~~may~~due ~~not~~to beexcess ~~material~~supply ~~individually~~and atcould ~~the~~do ~~time~~so ofagain ~~their~~in ~~occurrence~~the future.

~~Business~~•Contractual ~~disruptions~~Terms. ~~could~~As ~~seriously~~a ~~harm~~result ~~our~~of ~~future~~binding ~~revenue~~long-term ~~and~~price ~~financial~~or ~~condition~~purchase commitments with vendors, we may be obligated to purchase components or services at prices that are higher than those available in the current market and ~~increase~~be limited in our ~~costs~~ability to respond to changing market conditions. If we commit to purchasing components or services for prices in excess of the then-current market price, we may be at a disadvantage to competitors who have access to components or services at lower prices, our gross margin could suffer, and ~~expenses~~we could incur charges relating to inventory obsolescence.

~~Our~~•Single-Source ~~worldwide~~Suppliers. ~~operations~~We ~~and~~obtain ~~supply~~certain ~~chain~~components ~~could~~from besingle-source ~~disrupted~~suppliers bydue ~~natural~~to technology, availability, price, quality, scale, or ~~human-induced~~customization ~~disasters~~needs. ~~including~~Certain single source suppliers have discontinued, ~~but~~and ~~not~~may ~~limited~~again toin the future discontinue, ~~earthquakes;~~manufacturing ~~tsunamis;~~components ~~floods;~~used ~~hurricanes~~in our products, ~~cyclones~~which ormay ~~typhoons;~~cause ~~fires;~~us ~~other~~to ~~extreme~~discontinue ~~weather~~certain ~~conditions;~~products, ~~power~~incur oradditional ~~water~~costs ~~shortages;~~to ~~telecommunications~~redesign ~~failures;~~our ~~materials~~products ~~scarcity~~so ~~and~~as ~~price~~not ~~volatility;~~to ~~terrorist~~incorporate ~~acts,~~such ~~civil~~discontinued ~~unrest~~components, ~~conflicts~~ or ~~wars;~~incur time and ~~health~~expense ~~epidemics~~to orfind ~~pandemics~~replacement suppliers. ~~The~~Replacing ~~impacts~~a ~~and~~single-source ~~frequency~~supplier ofhas ~~any~~at oftimes ~~the~~delayed, ~~above~~and could bedelay, ~~further~~production ~~exacerbated~~of bysome ~~climate~~products ~~change,~~as ~~particularly~~replacement insuppliers ~~countries~~may ~~where~~initially webe ~~operate~~unable ~~that~~to ~~have~~meet ~~limited~~demand ~~infrastructure~~or ~~and~~be ~~disaster~~subject ~~recovery~~to ~~resources~~other output limitations. ~~While~~In addition, we ~~are~~may ~~predominantly~~purchase ~~self~~components from single-~~insured~~source tosuppliers ~~mitigate~~under ~~the~~agreements ~~impact~~that ofcontain ~~most~~favorable ~~catastrophic~~pricing ~~events~~and other terms for us, but allow the ~~occurrence~~supplier ofto ~~business~~modify ~~disruptions~~or ~~could,~~terminate ~~among~~the ~~other~~contract ~~impacts,~~with ~~harm~~limited ~~our~~notice ~~revenue,~~to ~~profitability,~~us and ~~financial~~with ~~condition;~~little ~~adversely~~or ~~affect~~no ~~our~~penalty. ~~competitive~~The ~~position;~~performance ~~increase~~of ~~our~~such ~~costs~~single-source ~~and~~suppliers ~~expenses;~~under ~~make~~those itagreements ~~difficult~~(and the renewal or ~~impossible~~extension toof ~~provide~~those ~~our~~agreements ~~offerings~~upon tosimilar ~~our~~terms) ~~customers~~may oraffect tothe ~~receive~~quality, ~~components~~quantity, ~~from~~and price of our ~~suppliers;~~components. ~~create~~The ~~delays~~loss ~~and~~of ~~inefficiencies~~a insingle-source supplier, the deterioration of our ~~supply~~relationship ~~chain;~~with a single-source supplier, or ~~require~~any ~~substantial~~unilateral ~~expenditures~~modification ~~and~~to ~~recovery~~the ~~time~~contractual interms ~~order~~under towhich ~~fully~~we ~~resume~~receive ~~operations~~components from a single-source supplier could adversely affect our business and financial performance.

~~Public~~•Alternative ~~health~~Sources ~~crises,~~of ~~such~~Supply. asThe ~~the~~development ~~COVID~~of alternate sources for components is time-19consuming, ~~pandemic~~complex, and ~~the~~costly. ~~measures~~For ~~taken~~some incomponents, ~~response to~~ such ~~events~~as ~~have~~customized incomponents, ~~the~~alternative ~~past~~sources ~~negatively~~may ~~impacted~~not exist, ~~and~~we may ~~again~~not inbe ~~the~~able ~~future~~to ~~negatively~~locate ~~impact,~~alternative ~~our~~sources ~~operations~~in ~~and~~a ~~workforce~~timely manner, asor ~~well~~we asmay ~~those~~be ofunable ~~our~~to ~~partners,~~secure ~~customers~~quantities ~~and~~of ~~suppliers.~~those ~~Additionally,~~components ~~concerns~~necessary ~~over~~to ~~the~~satisfy ~~economic~~our ~~impact~~production ofrequirements. ~~such~~As ~~events~~a ~~have~~result, ~~from~~if ~~time~~an toexisting ~~time,~~source ~~caused~~of ~~increased~~supply ~~volatility~~is inunable ~~financial~~to ~~and~~provide ~~other~~components ~~capital~~in ~~markets,~~quantities ~~adversely~~sufficient ~~impacting~~to meet our ~~stock~~requirements ~~price~~on a timely basis, ~~our~~we ~~ability~~may not be able to ~~access~~deliver, ~~the~~or ~~capital~~be ~~markets~~delayed in delivering, products and ~~our~~services ~~ability~~ to ~~fund~~our ~~liquidity needs~~customers, ~~and~~which may doaffect sopresent ~~again~~and ~~in the~~ future sales. ~~The~~If ~~negative~~we ~~impacts~~are ofunable ~~any~~to ~~such~~buy ~~events~~components onin ~~business~~quantities ~~operations~~sufficient ~~and~~to ~~demand~~meet ~~for~~ our ~~offerings~~requirements ~~will~~on ~~depend~~a ontimely ~~future~~basis, ~~developments~~we ~~and~~will ~~actions~~not ~~taken~~be inable ~~response~~to deliver products and services to ~~such~~our ~~events~~customers, which ~~may~~would beseriously ~~outside~~affect ~~our~~present ~~control,~~and ~~highly~~future ~~uncertain~~sales, and ~~cannot~~would, bein ~~predicted~~turn, atadversely ~~this~~affect ~~time~~our business, financial condition, and results of operations.

~~The~~•Contingent manufacture of product components, the final assembly of our products and other critical operations are concentrated in certain geographic locations, including the United States, Puerto Rico, Costa Rica, Czech Republic, Malaysia, Mexico, China, Taiwan, South Korea, and SingaporeWorkers. We also rely on ~~major~~third-party ~~logistics~~suppliers ~~hubs,~~for ~~which~~the ~~are~~provision ~~strategically~~of ~~located~~contingent ~~near~~workers, ~~manufacturing facilities in the major regions~~ and inour ~~proximity~~failure to ~~HPE’s~~effectively ~~distribution~~manage ~~channels~~our ~~and~~use ~~customers. Other critical business operations and some~~ of ~~our~~such ~~suppliers~~workers ~~are located in California and Asia, near major earthquake faults known for seismic activity. Our operations~~ could be adversely ~~affected~~affect ifour ~~manufacturing,~~results ~~logistics,~~of ~~or other~~ operations. inWe ~~these~~have ~~locations~~been ~~are~~exposed ~~disrupted~~to ~~for~~various ~~any~~legal ~~reason,~~claims ~~including~~relating ~~those~~to ~~enumerated~~the ~~above,~~status asof ~~they~~contingent ~~have~~workers ~~been~~ in the past ~~by natural disasters~~ and ~~public~~could ~~health~~face ~~issues~~similar claims in the ~~United States, Puerto Rico, and China~~future. ToWe ~~the~~may ~~extent~~be ~~such~~subject ~~disruptions~~to ~~adversely~~shortages, ~~affect our business~~oversupply, ~~results~~or offixed ~~operations,~~contractual ~~financial~~terms ~~condition,~~relating ~~and~~to ~~stock~~contingent ~~price,~~workers. ~~they~~Our ~~may~~ability ~~also~~to ~~have~~manage the ~~effect~~size ofand ~~heightening~~cost ~~many~~ of ~~the~~our ~~other~~contingent ~~risks~~workforce ~~described~~may inbe ~~this~~subject ~~Item~~to 1Aadditional ofconstraints ~~Part~~imposed Iby oflocal ~~this Form 10-K~~laws.

Failure to complete the Merger with Juniper Networks may adversely affect our business and our stock price.

In January 2024, we entered into a definitive agreement to acquire Juniper Networks, Inc., a leader in AI-native networks. Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including but not limited to (i) the adoption of the Agreement and Plan of Merger (the “Merger Agreement”), by and among Juniper Networks, HPE and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (“Merger Sub”), by Juniper Networks’ stockholders (which was completed on April 2, 2024); (ii) the absence of any injunction, order or law preventing, prohibiting or making illegal the consummation of the Merger; (iii) the expiration or termination of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the receipt of all other required approvals, consents or clearances under specified foreign antitrust laws and foreign investment laws without imposition of a Burdensome Condition (as defined in the Merger Agreement); and (iv) in the case of the obligations of HPE and Merger Sub to effect the Merger, the absence of a material adverse effect with respect to Juniper Networks that is continuing as of the closing. There can be no assurance that these or other closing conditions will be satisfied in a timely manner or at all. Any delay in completing the Merger could cause us not to realize some or all of the anticipated benefits when expected, if at all.

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IfSystem ~~the~~security ~~Merger is not completed~~risks, ~~our~~data ~~stock~~protection ~~price could be impacted to the extent it reflects an assumption that we will complete the Merger~~incidents, cyberattacks and ~~additionally,~~systems weintegration ~~may~~issues ~~suffer other consequences that~~ could ~~adversely~~disrupt ~~affect~~ our ~~business,~~internal ~~results of~~ operations, ~~and~~or ~~stock~~IT ~~price,~~services ~~including~~provided ~~incurring significant acquisition costs that we would be unable~~ to ~~recover~~customers, ~~negative publicity,~~ and aany ~~negative~~such ~~impression~~disruption ofcould usreduce inour ~~the investment community. Furthermore~~revenue, ~~under~~increase ~~certain~~our ~~specified circumstances~~expenses, ~~including~~damage ~~the~~our ~~termination of the Merger Agreement by either us or Juniper Networks because certain required regulatory clearances are not obtained or the terms of the Merger Agreement are materially breached by us~~reputation, ~~upon~~and ~~termination~~adversely weaffect ~~would~~our bestock ~~required to pay Juniper Networks a termination fee of $815 million~~price.

~~Failure~~ toIn ~~realize~~ the ~~benefits~~ordinary ~~expected~~course ~~from~~of ~~the~~business, ~~Merger~~we ~~with~~store ~~Juniper~~sensitive ~~Networks~~data, ~~could~~including ~~adversely~~intellectual ~~affect~~property, personal data, our proprietary business information and that of our employees, contractors, customers, vendors, partners, suppliers, and other third parties with whom we do business. In addition, we store sensitive data through cloud-based services that may be hosted by third parties and in data center infrastructure maintained by third parties. We have been, and expect to be, subject to cyberattacks and other attempted intrusions into our networks and systems by a wide range of actors, including, but not limited to, nation state actors, criminal enterprises, terrorist organizations, and other organizations or individuals, as well as errors, wrongful conduct or malfeasance by employees and third-party service providers, (collectively, “malicious parties”) who have at times been able to circumvent or bypass our ~~stock~~cyber ~~price~~security measures. Geopolitical tensions or conflicts may also heighten the risk of such cyberattacks or exacerbate system vulnerabilities, considering our continued hybrid work environment and our globally dispersed operations, employees, contractors, suppliers, developers, partners, and other third parties.

~~There~~Despite our security measures, our information systems, infrastructure, and data have experienced security incidents and breaches and may be subject to or vulnerable to security incidents and breaches in the future, including ransomware and distributed denial-of-service attacks. These attacks have not resulted in material negative impacts to HPE, nor have any of HPE’s consumers, customers, or employees informed HPE that these attacks resulted in material harm to them. While we investigate and remediate incidents, there can be no assurance that we ~~will~~can ~~realize~~remediate ~~any~~all ofincidents ~~the~~completely, ~~significant benefits~~ that we ~~expect~~won’t make errors or fail to ~~result~~take ~~from~~necessary actions, or that the ~~Merger,~~threat actor will not identify alternative means of intrusion or ~~realize~~opportunities ~~them~~to ~~within~~otherwise utilize the ~~anticipated~~information ~~timeframe~~it accessed to adversely affect our business or results of operations. ~~Achieving~~It ~~these~~may ~~benefits~~take ~~will~~considerable ~~depend~~time for us to investigate and evaluate the full impact of incidents, inparticularly ~~part~~for sophisticated attacks, onlimiting our ability to ~~integrate~~provide ~~Juniper~~prompt, ~~Networks’~~full, ~~business~~and ~~successfully~~reliable information about the incident to our customers, partners, regulators, and ~~efficiently~~the public. The ~~challenges~~costs ~~involved~~associated with cybersecurity tools and infrastructure and competition for cybersecurity and IT talent have limited, and may in ~~this~~the ~~integration~~future continue to limit, ~~which~~our ~~will~~ability to efficiently identify, eliminate, or remediate cyber or other security vulnerabilities or problems or enact changes to minimize the attack surface of our network. Furthermore, our efforts to address these problems, at times, have not been, and may in the future not be, ~~complex~~successful and ~~time-consuming~~have resulted and could result in interruptions, ~~include~~delays, ~~the~~cessation ~~following:~~of service, compromise of sensitive information, and loss of existing or potential customers, any of which may impede our sales, manufacturing, distribution or other critical functions.

~~•preserving~~Additional ~~customer~~impacts from cybersecurity incidents have included and ~~other~~could ~~important~~include ~~relationships~~reimbursement of ~~Juniper~~remediation ~~Networks~~costs ~~and~~to ~~attracting~~our ~~new~~customers, suppliers, or distributors; lost revenue resulting from the unauthorized use of proprietary information or the failure to retain or attract business ~~and~~partners ~~operational~~following ~~relationships~~an incident; increased insurance premiums; and damage to our competitiveness, reputation, stock price, and long-term shareholder value. To the extent we carry insurance coverage for such possibilities, we cannot be certain that any such coverage will be adequate or otherwise protect us with respect to claims, expenses, fines, penalties, business loss, data loss, litigation, regulatory actions, or other impacts arising from security breaches or incidents, or that such coverage will continue to be available on acceptable terms or at all.

~~•integrating~~The ~~financial~~cybersecurity ~~forecasting~~threat landscape is rapidly evolving and ~~controls~~becoming increasingly sophisticated, and there can be no assurance that our controls and procedures will be sufficient to address future threats or remediate future incidents. Further, there has been an increase in the frequency and ~~reporting~~sophistication ~~cycles;~~of attacks, and we expect these activities to continue to increase, including malicious actors potentially leveraging AI to develop malicious code or sophisticated phishing attempts. It is possible that such incidents may embolden other malicious actors to perpetrate future attacks that may result in material misappropriation, system disruptions or shutdowns, malicious alteration, or destruction of our confidential or personal information or that of third parties. Additionally, the proliferation of generative AI models within the internal systems, processes, and tools of HPE, our suppliers, our customers, or other third parties with whom we do business may create new attack methods for threat actors. The emergence of deepfakes and advanced social engineering tactics presents new challenges in preventing deception and unauthorized access, underscoring the importance of advanced verification and detection mechanisms. Zero-day vulnerabilities may include newly discovered security flaws in software that are exploited before patches are released, requiring proactive monitoring and immediate remediation efforts. Quantum computing may in the future present a risk to our business by potentially breaking traditional cryptographic methods on which we rely, thereby necessitating the shift to quantum-resistant encryption techniques.

~~•consolidating~~Malicious parties may also be able to otherwise develop and ~~integrating~~deploy ~~corporate~~viruses, ~~information~~worms, ~~technology~~ransomware, ~~finance~~and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products, including within our cloud-based environments and ~~administrative~~offerings, ~~infrastructures;~~such that we may be unable to anticipate such malicious parties’ techniques, implement adequate preventative measures, or remediate any intrusion on a timely or effective basis even if our security measures are appropriate, reasonable, and comply with applicable legal requirements. Advanced persistent threats can include

•coordinating sales and marketing efforts to effectively position our capabilities;

•coordinating and integrating operations, including in countries in which we have not previously operated; and

•integrating employees and related human capital management systems and benefits, maintaining employee morale and retaining key employees.

If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business, then we may not achieve the anticipated benefits of the Merger on our anticipated timeframe or at all, and our revenue, expenses, operating results, financial condition and stock price could be materially adversely affected. The successful integration of Juniper Networks will require significant management attention both before and after the completion of the Merger with Juniper Networks, and may divert the attention of management from our business and operational issues.

Any failure by us to identify, manage, and complete acquisitions and subsequent integrations, divestitures, and other significant transactions successfully could harm our financial results, business and prospects.

•We may not successfully combine product or service offerings or realize all of the anticipated benefits of any particular business combination and investment transaction, which may result in (1) failure to execute on our business strategy; (2) failure to coordinate sales and marketing efforts to effectively position our capabilities; (3) failure to retain employees, customers, distributors, and suppliers or attract new business and operational relationships; (4) increase in unanticipated delays or failure to meet contractual obligations which may cause financial results to differ from expectations; and (5) pay, early retirement costs, employee benefit costs, charges from the elimination of duplicative facilities and contracts, inventory adjustments, assumed litigation and other liabilities, legal, accounting and financial advisory fees, and required payments to executive officers and key employees under retention plans.

•We may fail to successfully and efficiently (1) integrate financial forecasting and controls, procedures and reporting cycles; (2) consolidate and integrate corporate, information technology, finance and administrative infrastructures; (3) coordinate and integrate operations, including in countries in which we have not previously operated; (4) integrate employees and related human capital management systems and benefits; or (5) address redundant processes and functions in an adequate manner (thereby impacting our ability to achieve all or any of the anticipated synergies)

•Our ability to conduct due diligence with respect to business combination and investment transactions, and our ability to evaluate the results of such due diligence, is dependent upon the veracity and completeness of statements and disclosures made or actions taken by third parties or their representatives. We may fail to identify significant issues with the acquired company’s product quality, financial disclosures, workplace culture, accounting practices or internal control deficiencies or all of the factors necessary to estimate reasonably accurate costs, timing and other matters.

•In order to complete a business combination and investment transaction, we may issue common stock, potentially creating dilution for our existing stockholders or we may enter into financing arrangements, which could affect our liquidity and financial condition.

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~~•For~~highly ansophisticated ~~acquisition~~intrusions orby ~~other~~threat ~~combination~~actors aiming to establish prolonged access within our network. Such intrusions have in the past gone, and could in the ~~acquisition~~future ~~partner~~go, undetected in our environments for a period of time, and we may ~~have~~discover ~~differing~~additional impacts of earlier incidents that we believe were remediated. Given resource limitations, operational constraints, and our broad and diverse network environment, when vulnerabilities are discovered, we evaluate the risk, prioritize our responses, apply patches or ~~inadequate~~take ~~cybersecurity~~other remediation actions and ~~data~~notify ~~protection~~customers, ~~controls~~business partners, ~~which~~and ~~could~~suppliers, ~~impact~~as appropriate. Exploitation of vulnerabilities and critical security defects have occurred and may occur in the future if we fail to patch certain security vulnerabilities in time to prevent successful disruptions of our infrastructure or exposure of information, or the failure of third-party providers to ~~data~~remedy vulnerabilities or security ~~incidents~~defects, ~~and~~or ~~potentially~~customers ~~increase~~not ~~anticipated~~deploying ~~costs~~security releases or ~~time~~deciding not to ~~integrate~~upgrade ~~the~~products, services or solutions, could, in each case, result in claims of liability against us, damage our reputation or otherwise harm our business.

With our business increasingly providing aaS offerings, malicious parties could target such services, potentially resulting in an increased risk of compromise of customer or employee data resulting in regulatory exposure. Incidents involving our cyber or physical security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information, intellectual property, or sensitive, confidential, or personal data about us, our clients, or our customers, including the potential loss or disclosure of such data as a result of fraud or other forms of deception, could expose us, our customers, or the individuals affected to a risk of loss or misuse of this information; result in regulatory fines, litigation, and potential liability for us; damage our brand and reputation; or otherwise harm our business. We also could lose existing or potential customers of services or other IT solutions or incur significant expenses in connection with our customers’ system failures or any actual or perceived security vulnerabilities in our products and services. In addition, the cost and operational consequences of managing an incident and implementing further data protection measures could be significant.

Additionally, we have acquired and may continue to acquire companies with cybersecurity vulnerabilities, gaps or different security standards, which exposes us to related cybersecurity, operational, and financial risks. Further, as our products and services in some instances are integrated with our customers' systems and processes, even if we are successful in identifying vulnerabilities, a successful attack on us could compromise customers’ IT systems and sensitive data, despite active monitoring and development of tools designed to identify and remediate such vulnerabilities. There is no guarantee that a series of issues may not be determined to be material in the aggregate at a future date even if they may not be material individually at the time of their occurrence.

Our suppliers, vendors, partners, and other third parties with whom we do business also face similar cybersecurity threats, risks, and concerns as those set forth above, which introduces vulnerabilities to our business and operations, including our manufacturing supply chain. Although HPE requires strict cybersecurity and data controls through its contractual agreements with third parties, if these third parties do not have adequate safeguards or their safeguards fail, it may result in breaches of their systems, networks, or applications, potentially leading to breaches of our networks and systems or unauthorized access to or disclosure of our and/or our customers' confidential data, thereby compromising us and our customers. While HPE relies on independent audit reports, in addition to our own security assessments and diligence of third parties with whom we do business as part of our third-party risk management practices, these efforts may not detect or identify all cybersecurity risks or vulnerabilities.

We operate in an intensely competitive industry, and competitive pressures could harm our business and financial performance.

The markets that we serve are rapidly evolving and highly competitive and include well-established companies. We also compete with other companies that are developing technologies that compete with our products. Our ability to implement solutions for our customers, anticipate and respond to rapid and continuing changes in technology (such as cloud-, AI-, networking- and security-related offerings), and develop new service offerings or incorporate technological improvements into our existing offerings that meet our customers’ needs and evolving industry standards, is critical to our competitiveness and success. We encounter aggressive competition from numerous competitors in all areas of our business (which we expect will continue across a wider array of networking offerings due to the Merger), and our competitors have targeted and are expected to continue targeting our key market segments. We compete primarily on the basis of technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of products and services, ease of use of our products, account relationships, customer training, service and support, security, and the availability of our IT infrastructure offerings. If our products, services, support, and cost structure do not enable us to compete successfully based on any of those criteria, our results of operations and business prospects could be harmed.

We have a large portfolio of products and services and must allocate our financial, personnel, and other resources, including R&D efforts, across all of our products and services while competing with companies that have smaller portfolios or specialize in one or more of our product or service lines. As a result, we may invest less in certain areas of our business than our

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competitors do, and our competitors may have greater financial, technical, and marketing resources available to them compared to the resources allocated to our products and services that compete against theirs. We may also spend a proportionately greater amount of our revenues on R&D than some of our competitors. If we do not sufficiently manage our cost structure and R&D priorities while investing in new technologies, successfully adapt to industry developments and changing demand, and evolve and expand our business at sufficient speed and scale to keep pace with the demands of the markets we serve, we may be unable to develop and maintain a competitive advantage and execute on our growth strategy, which would adversely affect our business, results of operations, and financial condition. Industry consolidation may also affect competition by creating larger, more homogeneous, and potentially stronger competitors in the markets in which we operate. Additionally, our competitors may affect our business by entering into exclusive arrangements with our existing or potential customers or suppliers.

Companies with whom we have vertical relationships in certain areas may be or become our competitors in other areas. In addition, companies with whom we have vertical relationships also may acquire or form relationships with our competitors, which could reduce their business with us. If we are unable to effectively manage these complicated relationships with vertical partners, our business and results of operations could be adversely affected.

We face aggressive price competition. As a consequence of inflation and higher supply chain and manufacturing costs, from time-to-time we take pricing actions to increase the prices of many of our products and services to maintain or improve our revenue and gross margin. In addition, competitors who have a greater presence in some of the lower-cost markets in which we compete, or who can obtain better pricing, more favorable contractual terms and conditions, or more favorable allocations of products and components during periods of limited supply, may be able to offer lower prices than we are able to offer. As a consequence, and to maintain our competitive position, from time-to-time we take pricing actions to offer heavier than normal discounts or elect not to pass on cost increases to customers on the sale of certain products and services, which has had and could have a negative impact on our financial results. Additionally, we have at times purchased, and may continue to purchase components strategically in advance of demand to take advantage of favorable pricing to lower costs and secure supply for future orders, which have and could in the future negatively affect our margins, especially if we don’t accurately anticipate customer demand.

Our results of operations (particularly revenue, margins, and cash flows) and financial condition may be adversely affected by these and other industry-wide pricing pressures and our actions in response thereto.

Any failure by us to identify, manage, and complete acquisitions and subsequent integrations (including the integration of Juniper Networks following the Merger), divestitures, and other significant transactions successfully could harm our financial results, business, prospects, and stock price.

As part of our strategy, we may acquire businesses, divest businesses or assets, enter into strategic alliances and joint ventures, and make investments to further our business (collectively, “business combination and investment transactions”). Risks associated with business combination and investment transactions include the following, any of which could adversely affect our financial results, including our effective tax rate: Any of these risks could be more significant due to the size and complexity of the business combination and investment transactions. Further, there can be no assurance that we will realize all or any of the anticipated benefits that we expect from any acquisition or other significant transaction (including the Merger) or realize them within the anticipated timeframe. Achieving these benefits will depend, in part, on our ability to integrate such acquired company or asset successfully and efficiently with our existing business and portfolio of offerings.

•We may not successfully combine product or service offerings or realize all of the anticipated benefits of any particular business combination and investment transaction, which may result in (1) failure to execute on our business strategy; (2) failure to integrate disparate technological offerings into a coherent portfolio of solutions; (3) failure to coordinate sales and marketing efforts to effectively position our capabilities; (4) failure to retain employees, customers, distributors, suppliers, and other important relationships, or attract new business and operational relationships; and (5) unanticipated delays or failure to meet contractual obligations which may cause financial results to differ from expectations.

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disclosures made or actions taken by third parties or their representatives. We may fail to identify significant issues with the acquired company’s product quality, financial disclosures, workplace culture, accounting practices or internal control deficiencies or all of the factors necessary to estimate reasonably accurate costs, timing and other matters.

•In order to complete a business combination and investment transaction, we may (1) issue common stock, potentially creating dilution for our existing stockholders, (2) enter into financing arrangements, which could affect our liquidity and financial condition, or (3) incur early retirement costs, employee benefit costs, charges from the elimination of duplicative facilities and contracts, inventory adjustments, assumed litigation and other liabilities, legal, accounting and financial advisory fees, and required payments to executive officers and key employees under retention plans.

•For an acquisition or other combination, the acquisition partner may have differing or inadequate cybersecurity and data protection controls or vulnerabilities, which could expose us to cybersecurity, operational, and financial risk; increase the likelihood of data security incidents; and potentially increase anticipated costs or time to integrate the business. In addition, sophisticated hardware, operating system software, and applications that we integrate from acquired companies may contain defects that could interfere with the operations of our systems. We may also face other risks if acquired companies use technology that is managed outside the scope of our information technology organization, resulting in incomplete coverage by our cybersecurity threat risk management tools.

•Business combination and investment transactions may lead to litigation, which could impact our financial condition and results of operations.

•We have incurred and will incur additional depreciation and amortization expense over the useful lives of certain assets acquired in connection with business combination and investment transactions and, to the extent that the value of goodwill or intangible assets acquired in connection with a business combination and investment transaction becomes impaired, we may be required to incur additional material charges relating to the impairment of those assets.

•For a divestiture, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, or we may dispose of a business at a price or on terms that are less desirable than we had anticipated.

•The impact of divestitures on our revenue growth may be larger than projected, as we may experience greater dis-synergies than expected. If we do not satisfy pre-closing conditions and necessary regulatory and governmental approvals on acceptable terms, it may prevent us from completing the transaction. Dispositions may also involve continued financial involvement in the divested business, such as through continuing equity ownership, guarantees, indemnities or other financial obligations. Under these arrangements, performance by the divested businesses or other conditions outside of our control could affect our future financial results.

•Our certificate of incorporation and bylaws could make it difficult or discourage an acquisition of Hewlett Packard Enterprise if our Board of Directors deems it to be undesirable. Provisions such as indemnification, meeting requirements, and blank check stock authorizations could deter or delay hostile takeovers, proxy contests, or changes in control or management of Hewlett Packard Enterprise.

Management’s attention or other resources may be diverted during business combination and investment transactions and may be further impacted if we fail to successfully complete or integrate ~~business~~such ~~combination and investment~~ transactions that further our strategic objectives. In particular, the integration of Juniper Networks has required significant management attention both before and after the completion of the Merger and will continue to require sustained management attention, diverting the attention of management from other areas of our business and operational issues. Furthermore, recent procedural developments in the court’s Tunney Act review of the settlement reached by HPE and the United States Department of Justice in the litigation relating to the Merger may disrupt or delay our ongoing integration efforts and our ability to realize some or all of the anticipated benefits or synergies from the Merger. Such disruptions or delays to the integration may also damage our reputation in the market and result in uncertainty from customers, partners, and other third parties with whom we do business regarding our offerings and go-to-market strategy. See also the risk factors below under the heading “Risks Related to Prior Separations.”

IfUncertainty weand ~~cannot~~fluctuations ~~continue~~in togeopolitical ~~produce~~and ~~quality~~macroeconomic ~~products~~conditions ~~and~~may ~~services,~~adversely impact our ~~reputation,~~ business, ~~and~~ financial ~~performance~~condition, ~~may~~and ~~suffer.~~operating results.

InOur ~~the course of conducting our~~ business, wefinancial ~~must adequately address quality issues associated with our products~~condition, ~~services,~~ and ~~solutions~~operating ~~(whether~~results ~~developed~~depend bysignificantly uson orgeneral bymacroeconomic aconditions ~~company we acquire), including defects in our engineering, design,~~ and ~~manufacturing~~the ~~processes~~demand ~~and~~for ~~unsatisfactory performance under service contracts, as well as defects in third-party components included in~~ our ~~products~~solutions and ~~unsatisfactory~~offerings. ~~performance~~Economic orweakness ~~even malicious acts by third-party contractors~~ or ~~subcontractors~~uncertainty orhas ~~their employees. In order to address quality issues~~contributed, ~~we work extensively with our customers~~ and suppliers and engage in product testing to determine the causes of problems and to develop and implement appropriate solutions. However, the products, services, and solutions that we offer are complex, and our regular testing and quality control efforts may ~~not be effective in controlling or detecting all quality issues or errors~~contribute, ~~particularly with respect~~ to ~~faulty~~customer ~~components~~financial ~~manufactured by third parties. If we are unable to determine the cause~~difficulties, ~~find~~thereby anconstraining ~~appropriate~~customer ~~solution~~spending oron ~~offer~~IT aprojects ~~temporary fix (~~or ~~“patch”) to address quality issues with our products~~upgrades, weincluding ~~may~~through ~~delay shipment to customers~~reduced, ~~which could delay revenue recognition and receipt of customer payments and could adversely affect our revenue~~postponed, ~~cash~~or ~~flows,~~cancelled ~~and profitability~~orders. InSuch ~~addition,~~dynamics ~~after~~have ~~products~~resulted ~~are delivered~~in, ~~quality issues may require us to repair or replace such products. Addressing quality issues can be expensive~~ and may result in ~~additional warranty~~, ~~repair,~~decreased ~~replacement,~~revenue and ~~other costs, adversely affecting our financial performance~~earnings. IfThese ~~new~~factors ~~or existing customers have difficulty operating our products or are dissatisfied with our services or solutions, our results of operations~~ could be adversely affected, and we could face possible claims if we fail to meet our customers' expectations. In addition, quality issues, including the actual or perceived security or reliability of our offerings or ability to address other data security concerns, can impair our relationships with new or existing customers and adversely affect our brand and reputation, which could adversely affect our results of operations.

In order to be successful, we must attract, retain, train, motivate, develop, and transition key employees, and failure to do so could seriously harm us.

In order to be successful, we must attract, retain, train, motivate, develop, and transition qualified executives and other key employees, including those in managerial, technical, development, sales, marketing, and IT positions. In order to attract and retain executives and other key employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation. These are particularly important considering our growth strategy to capture the market opportunities presented by networking, hybrid cloud, and AI. Certain equity-based incentive awards for certain executives contain conditions relating to our stock price performance and our long-term financial performance that make the future value of those awards uncertain. If the anticipated value of such equity-based incentive awards does not materialize, if our equity-based compensation otherwise ceases to be viewed as a valuable benefit, if our total compensation package is not

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viewed as being competitive, or if we do not obtain the stockholder approval needed to continue granting equity-based incentive awards in the amounts we believe are necessary, our ability to attract, retain, and motivate executives and key employees could be weakened.

Our failure to successfully hire executives and key employees or the loss of any executives and key employees could have a significant impact on our operations and our ability to execute our strategy. Further, changes in our management team may be disruptive to our business, and any failure to successfully transition and assimilate key new hires or promoted employees could adversely affect our business and results of operations. As competition for highly skilled employees in our industry has grown increasingly intense, we have in the past experienced, and may in the future experience, higher than anticipated levels of employee attrition, which has resulted in increased costs to hire new employees with the desired skills and may do so again in the future. In addition, significant or prolonged turnover or revised hiring priorities may negatively impact our operations and culture, as well as our ability to successfully maintain our processes and procedures, including due to the loss of historical, technical, and other expertise. These risks to attracting and retaining the necessary talent may be exacerbated by labor constraints, such as immigration policies which may impair the ability to recruit technical and professional talent, and inflationary pressures, which impact employee wages and benefits. Further, integration of employees and businesses as a result of our acquisitions, including the Merger, may present challenges, which could negatively affect our ability to retain and recruit personnel who are essential to our future success.

If we fail to manage the distribution of our products and services properly, our business and financial performance could suffer.

We use a variety of distribution methods to sell our products and services around the world, including both direct and indirect sales to end-users. Successfully managing the interaction of our direct and indirect channel efforts to reach various potential customer segments for our products and services is a complex process. Moreover, since each distribution method has distinct risks and gross margins, our failure to implement the most advantageous balance in the delivery model for our products and services could adversely affect our revenue and gross margins and therefore our profitability.

Our financial results could be materially adversely affected due to distribution channel conflicts or if the financial conditions of our channel partners were to weaken. Our results of operations may be adversely affected by any conflicts that might arise between our various distribution channels or the loss or deterioration of any alliance or distribution arrangement. Moreover, some of our wholesale distributors may have insufficient financial resources and may not be able to withstand changes in business conditions, including economic weakness, industry consolidation, and market trends. Considerable trade receivables that are not covered by collateral or credit insurance are outstanding with our distribution channel partners. Revenue from indirect sales could suffer, and we could experience disruptions in distribution, if our distributors’ financial conditions, abilities to borrow funds in the credit markets, or operations weaken.

Our inventory management is complex, as we continue to sell a significant mix of products through distributors. We must manage both owned and channel inventory effectively, particularly with respect to sales to distributors, which involves forecasting demand and pricing challenges. Distributors have in the past adjusted orders during periods of product shortages, and may do so in the future, in addition to cancelling orders if their inventory is too high or delaying orders in anticipation of new products. Distributors also may adjust their orders in response to the supply of our products and the products of our competitors and seasonal fluctuations in end-user demand. If we have excess or obsolete inventory, we may have to reduce our prices and write down inventory, and have done so from time to time in the past. Moreover, our use of indirect distribution channels may limit our willingness or ability to adjust prices quickly and otherwise to respond to pricing changes.

Issues in the development and use of artificial intelligence may result in reputational harm, liability or impact to our results of operations.

We believe the proliferation of AI, especially as it relates to our products and solutions that enable AI workloads, will have a significant impact on customer preferences and market dynamics in our industry, and our ability to effectively compete in this space will be critical to our financial performance. We currently incorporate AI capabilities into certain offerings and manufacture hardware designed to support AI capabilities, and our research into and continued development of such capabilities and manufacturing processes remain ongoing. We have invested, and expect to continue to invest, significant resources to build and support the development of these capabilities and manufacturing processes, and if our AI-related offerings fail to operate as anticipated or as well as competing offerings or otherwise do not meet customer needs or if we are unable to bring AI-related offerings to market as effectively as our competitors, we may fail to recoup our investments in AI, our competitive position may be harmed, and our business and reputation may be adversely impacted.

As with many innovations, AI presents risks, challenges, and unintended consequences that could affect its adoption, and therefore our business and our overall strategy. While we review proposed implementations and use cases ahead of deployment, we may not always identify the risks or deficiencies of an AI capability or offering and the market may respond differently than we anticipate, potentially impacting our results of operations. AI algorithms and training methodologies may be flawed. Ineffective or inadequate AI development or deployment practices by us or others could result in incidents that impair the

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acceptance of AI solutions or cause harm to individuals or society. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. If we enable or offer AI solutions that are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience competitive, brand, or reputational harm or legal and/or regulatory action. Further, incorporating AI gives rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed and which may vary from jurisdiction to jurisdiction, creating complex compliance issues (including potential liability for breaching intellectual property or privacy rights or laws or for the misuse of personal data). While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings. The resulting impact of such regulations on our customers’ desire for AI capabilities and demand for our offerings more generally could negatively impact our results of operations.

Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents further risks and challenges. While we aim to use AI ethically and attempt to identify and mitigate ethical or legal issues presented by its use, we may nevertheless be unsuccessful in identifying or resolving issues before they arise. The use of AI to support business operations carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary or sensitive information, as well as challenges related to implementing and maintaining AI tools, such as developing and maintaining appropriate datasets for such support. Further, dependence on AI without adequate safeguards to make certain business decisions may introduce additional operational vulnerabilities by impacting our relationships with customers, partners, and suppliers; by producing inaccurate outcomes based on flaws in the underlying data; or other unintended results.

Changes in the macroeconomic environment have, at times, impacted and may in the future negatively impact our results of operations.

Changes in macroeconomic conditions have, at times, affected and may in the future affect consumer and enterprise spending, and as a result, our customers have postponed or cancelled, and may also in the future postpone or cancel, spending in response to numerous reasons, including but not limited to volatility in credit and equity markets, negative financial news and/or declines in income or asset values, all of which may have an adverse effect on the demand for our products and/or result in changes in our product prices. Other factors that have had, and could again in the future have, an adverse effect on demand for our products, financial condition and results of operations include inflation, slower economic growth or economic recession, conditions in the labor market, healthcare costs, access to credit, consumer confidence, and other macroeconomic factors affecting consumer and business spending behavior. These changes could happen rapidly and we may not be able to react quickly to prevent or limit our losses or exposures. Additionally, other macroeconomic developments, such as efforts of governments to stimulate or stabilize the economy, international conflicts, trade disputes, sanctions, increased tariffs internationally, including between the United States and China and on imports into the United States from various countries, have at times impacted, and may in the future impact our business in an adverse manner, whether directly or indirectly, such as through their impacts on the financial positions and operations of our customers, suppliers, and other third parties with whom we do business or on whom we rely, and as a consequence, their ability to perform their obligations under their agreements with us. Persistent inflation has negatively affected our business in recent quarters and could do so again in the future, as well. A general weakening of, and related declining corporate confidence in, the global economy or the curtailment in government or corporate spending have at times caused current or potential customers to reduce their IT budgets or be unable to fund data storage products, which have led them to delay, decrease or cancel purchases of our products or to not pay us or to delay paying us for previously purchased products and services, all of which may occur again in the future.

Failure to meet responsible and sustainable business expectations or standards or achieve our Living Progress goals could adversely affect our business, results of operations, financial condition, or stock price.

There has been an increased focus from regulators and stakeholders on sustainability and corporate responsibility matters. Given our commitment to sustainable and responsible business, we actively manage these issues through our Living Progress Strategy and have established and publicly announced certain goals, which we may refine or even expand further in the future. These goals reflect our current plans and aspirations, are based on available data and estimates, and are not guarantees that we will be able to achieve them. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. Initiatives to address sustainability and corporate responsibility issues may be costly and may not have the desired effect. Evolving stakeholder expectations and our efforts and ability to manage these issues and accomplish our goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which may be outside of our control or could have adverse impacts on our business, including on our stock price. Further, there is uncertainty around the accounting standards and climate-related disclosures associated with emerging laws and reporting requirements and the related costs to comply with the emerging regulations.

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~~Our~~make ~~failure~~it ordifficult ~~perceived~~to ~~failure~~accurately toforecast ~~achieve~~revenues ~~our~~and ~~Living~~operating ~~Progress~~results, ~~goals~~effectively plan business actions and allocate resources, ~~maintain~~and ~~responsible~~manage our contract manufacturer relationships and ~~sustainable~~other ~~business~~expenses ~~practices~~and to make decisions about future investments. In addition, economic and/or ~~comply~~geopolitical ~~with~~instability ~~emerging~~or ~~sustainability~~uncertainty ~~regulations~~resulting ~~that~~from ~~meet~~inflationary ~~evolving~~pressures, ~~regulatory~~recessionary risks, tariffs and other trade restrictions in the U.S. and internationally, trade conflicts, the effects of global health emergencies, the ongoing conflict between Russia and Ukraine, the continuous geopolitical instability in the Middle East, and efforts of governments to stimulate or ~~stakeholder~~stabilize ~~expectations~~the economy have, and may continue to, put pressure on economic conditions, including volatility in global and regional financial markets, which has led and could ~~harm~~lead to reduced income or asset values, reduced demand for our ~~reputation~~offerings, ~~adversely~~delays ~~impact~~or reductions in spending on and implementation of IT investments, and/or higher costs of production which could have an adverse effect on our ~~ability~~business, tofinancial ~~attract~~condition, and ~~retain~~results ~~customers~~of operations. Such geopolitical and ~~talent~~macroeconomic changes can happen rapidly, and ~~expose~~we usmay not be able to ~~increased~~react ~~scrutiny~~quickly ~~from~~to prevent or limit our losses or exposures. Additionally, any of the ~~investment~~above ~~community~~dynamics could result in price concessions in certain markets, with certain customer groups, and/or ~~enforcement~~for ~~authorities~~certain offerings. ~~Our~~These ~~reputation~~events ~~also~~have ~~may~~at betimes ~~harmed~~impacted, byand may in the ~~perceptions~~future ~~that~~impact our ~~stakeholders~~business ~~have~~in ~~about~~an ~~our~~adverse ~~action~~manner, whether directly or ~~inaction~~indirectly, such as through their impacts on ~~certain~~the ~~sustainability-~~financial positions and ~~corporate~~operations ~~responsibility-related~~of ~~issues~~our customers, orsuppliers, ~~because~~and ~~they~~other ~~may~~third ~~disagree~~parties with ~~our~~whom ~~goals~~we ~~and~~do ~~initiatives~~business or on whom we rely, ~~either~~and ofas ~~which~~a ~~may~~consequence, ~~cause~~their usability to ~~face~~perform ~~scrutiny,~~their ~~lawsuits~~obligations under their agreements with us. In addition, orwe ~~other~~may ~~market~~not ~~access~~be ~~restrictions~~able ~~from~~to ~~certain~~react ~~parties~~quickly ~~related~~enough to prevent or limit our ~~action~~losses or ~~inaction~~exposures onfrom such ~~issues.~~geopolitical ~~Damage~~or tomacroeconomic ~~our~~events ~~reputation~~or changes, and ~~loss~~any ofmitigation ~~brand~~plans ~~equity~~or response we do employ may ~~reduce~~not ~~demand~~mitigate ~~for~~the adverse impacts on our ~~products~~business ~~and~~completely, ~~services~~or ~~and~~at ~~thus~~all. Any such failure could have an adverse effect on our ~~future financial performance~~reputation, asdemand ~~well~~for asour ~~require~~products, ~~additional~~and ~~resources~~consequently, ~~to rebuild~~ our ~~reputation.~~financial condition.

~~Risks~~If ~~arising~~we ~~from~~experience ~~climate~~or ~~change~~fail ~~and~~to properly manage disruption in the ~~transition~~distribution toof aour ~~lower-carbon~~products ~~economy~~and ~~may~~services ~~impact~~properly, our business. and financial performance could suffer.

~~Climate~~We ~~change~~use ~~serves as~~ a ~~risk~~variety ~~multiplier~~of ~~that~~direct ~~could increase both the frequency~~ and ~~severity~~indirect ofdistribution ~~natural~~methods ~~disasters~~ that ~~may~~differ ~~affect~~by ~~our worldwide~~ business ~~operations~~ and ~~those~~region ofto ~~suppliers~~sell ~~and customers. Our corporate headquarters is located in Spring, Texas, which suffers from floods, hurricanes, and other extreme weather, and a portion of~~ our ~~research~~products and ~~development~~services ~~activities~~to ~~are~~end-users ~~located~~around inthe ~~California,~~world. ~~which~~Successfully ~~suffers~~managing ~~from drought conditions and catastrophic wildfires, each affecting~~ the ~~health~~interaction ~~and safety~~ of our ~~employees.~~direct ~~In California, to mitigate wildfire risk, electric utilities have, at times periodically deployed,~~ and ~~may~~indirect inchannel ~~the~~efforts ~~future, periodically deploy public safety power shutoffs, which affect electricity reliability~~ to ~~our~~reach ~~facilities and~~ our ~~communities.~~customer ~~Certain~~segments ~~sites~~is ~~located~~a incomplex ~~the~~process ~~United States, Middle East, China,~~ and ~~India~~each ~~experience~~distribution ~~exposure~~method tohas ~~extreme~~distinct ~~heat~~risks and ~~water~~potential ~~stress,~~impacts ~~which~~on ~~could potentially jeopardize the health and well-being of~~ our ~~employees,~~financial ~~consequently impacting our operations~~performance. ~~While~~Failure ~~we seek~~ to ~~mitigate~~implement ~~business~~the ~~risks,~~most ~~including~~advantageous ~~those~~balance associated with climate change, through site selection, infrastructure technological investments, business continuity planning, and robust environmental programs, this may require us to incur substantial costs, and we may be unsuccessful in ~~doing so as there are inherent climate-related risks wherever business is conducted. Furthermore, climate change may reduce~~ the ~~availability~~delivery ormodel ~~increase the cost of insurance~~ for ~~these~~our ~~negative~~products ~~impacts~~and ofservices ~~natural~~could ~~disasters~~adversely byaffect ~~contributing~~our torevenue anand ~~increase~~gross inmargins ~~the incidence~~ and ~~severity~~therefore ofour ~~such natural disasters~~profitability.

~~The~~Our ~~increasing~~financial ~~concern~~results ~~over climate change~~ could ~~also~~be ~~result~~adversely inaffected ~~transition~~due ~~risks, such as efforts and expenditures related~~ to ~~carbon~~distribution ~~abatement,~~channel ~~shifting customer preferences~~conflicts, orif ~~compliance~~the ~~risks~~financial ~~from~~conditions ~~changing~~of ~~regulatory~~our ~~and~~channel ~~legal~~partners ~~requirements.~~were Weto ~~have~~weaken, ~~already~~if ~~observed~~we ~~changing~~experience ~~customer~~the ~~preferences~~loss ~~resulting~~or indeterioration ~~increased~~of ~~demands~~any ~~for~~alliance ~~sustainable~~or ~~solutions,~~distribution ~~products~~arrangement, ~~and~~or ~~services.~~if ~~While we have been integrating such trends into~~ our ~~business~~wholesale ~~and~~distributors ~~sales~~are ~~strategies thus far, we may~~ not be able to ~~successfully~~withstand dochanges so in ~~the~~business ~~future. Further~~conditions, ~~continually~~including ~~changing~~economic ~~customer~~weakness, ~~preferences~~industry ~~may cause us to incur additional costs~~consolidation, ~~invest more in R&D~~tariffs, and/or ~~make~~market ~~other~~trends. ~~changes~~Considerable totrade ~~other~~receivables ~~operations~~that toare ~~respond to such demands, which may~~ not becovered ~~carried~~by ~~out~~collateral ~~successfully,~~or ~~and~~credit ifinsurance ~~so,~~are ~~could~~outstanding ~~adversely~~with ~~affect~~ our ~~financial~~distribution ~~results~~channel partners. WeRevenue ~~may~~from ~~also~~indirect ~~confront~~sales ~~higher~~could ~~electricity prices as the grid decarbonizes~~suffer, and ~~higher~~we ~~costs~~could ~~for~~experience ~~supplies~~disruptions orin ~~components that comply with certain environmental regulatory thresholds~~distribution, ~~potentially~~if ~~impacting~~ our ~~margins~~distributors’ orfinancial ~~the~~conditions, ~~pricing~~abilities ~~of our offerings. If we fail~~ to ~~manage~~borrow ~~these~~funds ~~and other transition risks~~ in anthe ~~effective~~credit ~~manner~~markets, ~~customer~~or ~~demand~~operations ~~for our solutions, products, and services could diminish, and our profitability could suffer~~weaken.

~~Industry~~Our ~~Risks~~inventory management is complex, as we continue to sell a significant mix of products through distributors. We must manage both owned and channel inventory effectively, particularly with respect to sales to distributors, which involves forecasting demand and meeting pricing challenges. Our distributors may adjust orders during periods of product shortages, cancel orders if their inventory is too high, or delay orders in anticipation of new products. They may also adjust their orders in response to the supply of our products and the products of our competitors and seasonal fluctuations in end-user demand. As a result of these considerations, we have experienced, and may in the future again experience, abnormally high inventory levels. When we have excess or obsolete inventory, which we have experienced from time to time, we may have to reduce our prices and/or write down inventory, either of which may adversely impact our gross margin and our results of operations. These dynamics are accentuated for larger orders, including some orders for our AI systems, and particularly so if they are delayed or cancelled. Moreover, our use of indirect distribution channels may limit our willingness or ability to adjust prices quickly and otherwise to respond to pricing changes or tariffs.

WeBusiness ~~operate~~disruptions incould anseriously ~~intensely~~harm ~~competitive~~our ~~industry,~~future revenue and ~~competitive~~financial ~~pressures~~condition ~~could~~and ~~harm~~increase our ~~business~~costs and ~~financial performance~~expenses.

Our ~~ability~~worldwide tooperations ~~implement~~and ~~solutions~~supply ~~for~~chain ~~our~~could ~~customers,~~be ~~anticipate~~disrupted ~~and~~by ~~respond~~natural toor ~~rapid~~human-induced ~~and~~events ~~continuing~~including, ~~changes~~but innot ~~technology~~limited ~~(such as cloud-~~to, ~~AI-,~~earthquakes; ~~and~~tsunamis; ~~security-related~~floods; ~~offerings~~hurricanes, ~~which~~cyclones ~~are~~or ~~continually~~typhoons; ~~evolving),~~fires; ~~and~~other ~~develop~~extreme ~~new~~weather ~~service~~conditions; ~~offerings~~power or ~~incorporate~~water ~~technological~~shortages; ~~improvements~~telecommunications ~~into~~failures; ~~our~~materials ~~offerings~~scarcity ~~that~~and ~~meet~~price ~~current~~volatility; ~~and~~terrorist ~~prospective~~acts, ~~customers’~~civil ~~needs~~unrest, asconflicts ~~well~~or aswars; ~~evolving~~trade ~~industry~~tensions, ~~standards~~tariffs, isquotas, ~~critical~~or toimport ~~our~~or ~~competitiveness~~export restrictions, and ~~success.~~changes Wethereto, ~~encounter~~which ~~aggressive~~are ~~competition~~difficult ~~from~~to ~~numerous~~accurately predict; and ~~varied~~health ~~competitors~~epidemics inor ~~all~~pandemics. ~~areas~~The impacts and frequency of ~~our~~any ~~business,~~of ~~and~~the ~~our~~above ~~competitors~~could ~~have~~be ~~targeted~~further ~~and~~exacerbated ~~are~~by ~~expected~~climate tochange, ~~continue~~particularly ~~targeting~~in ~~our~~countries ~~key~~where ~~market~~we ~~segments.~~operate Wethat ~~compete~~have ~~primarily~~limited oninfrastructure ~~the~~and ~~basis~~disaster ofrecovery ~~technology,~~resources. ~~innovation,~~While ~~performance,~~we ~~price,~~are ~~quality,~~predominantly ~~reliability,~~self-insured ~~brand,~~to ~~reputation,~~mitigate ~~distribution,~~the ~~range~~impact of ~~products~~most ~~and~~catastrophic ~~services~~events, ~~ease~~the ofoccurrence ~~use~~ of ~~our~~business ~~products,~~disruptions ~~account relationships~~could, ~~customer~~among ~~training~~other impacts, ~~service~~harm ~~and~~our ~~support~~revenue, ~~security~~profitability, and ~~the~~financial ~~availability~~condition; ofcause ~~our~~derivative ITimpacts ~~infrastructure~~on ~~offerings.~~our Ifemployees; adversely affect our ~~products,~~competitive ~~services,~~position; ~~support,~~increase our costs and ~~cost~~expenses; ~~structure~~make doit ~~not~~difficult ~~enable~~or usimpossible to ~~compete~~provide ~~successfully~~our ~~based~~offerings onto ~~any~~our ofcustomers ~~those~~or ~~criteria,~~to receive components from our ~~results~~suppliers; ofcreate ~~operations~~delays and ~~business~~inefficiencies ~~prospects~~in ~~could~~our besupply ~~harmed.~~chain; or

We have a large portfolio of products and services and must allocate our financial, personnel, and other resources across all of our products and services while competing with companies that have smaller portfolios or specialize in one or more of our product or service lines. As a result, we may invest less in certain areas of our business than our competitors do, and our competitors may have greater financial, technical, and marketing resources available to them compared to the resources allocated to our products and services that compete against theirs. If we do not sufficiently invest in new technologies, successfully adapt to industry developments and changing demand, and evolve and expand our business at sufficient speed and scale to keep pace with the demands of the markets we serve, we may be unable to develop and maintain a competitive advantage and execute on our growth strategy, which would adversely affect our business, results of operations, and financial condition. Industry consolidation may also affect competition by creating larger, more homogeneous, and potentially stronger

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~~competitors~~require insubstantial ~~the~~expenditures ~~markets~~and recovery time in ~~which~~order weto ~~operate~~fully resume operations. ~~Additionally,~~To ~~our~~the ~~competitors~~extent ~~may~~such disruptions adversely affect our business, byresults ~~entering~~of ~~into~~operations, ~~exclusive~~financial ~~arrangements~~condition, ~~with~~and ~~our~~stock ~~existing~~price, orthey ~~potential~~may ~~customers~~also orhave ~~suppliers~~the effect of heightening many of the other risks described in this Item 1A of Part I of this Annual Report on Form 10-K.

~~Companies~~Long ~~with~~sales ~~whom~~and weimplementation ~~have~~cycles ~~vertical~~for ~~relationships in certain areas may be or become~~ our ~~competitors~~offerings inand ~~other~~dynamics ~~areas.~~related Into ~~addition,~~large ~~companies~~orders ~~with whom we have vertical relationships also~~ may ~~acquire~~cause ~~or form relationships with~~ our ~~competitors,~~revenues ~~which~~and ~~could~~operating ~~reduce~~results ~~their business with us. If we are unable~~ to ~~effectively~~vary ~~manage~~significantly ~~these~~from ~~complicated relationships with vertical partners, our business and results of operations could be adversely affected~~quarter-to-quarter.

We ~~face~~have ~~aggressive~~experienced, ~~price competition~~ and may continue experiencing, lengthy sales cycles because our customers' decisions to dopurchase ~~so.~~certain Asof our products, particularly new products, involve a ~~consequence~~significant commitment of ~~inflation~~their resources and ~~higher~~a ~~supply~~lengthy ~~chain~~evaluation and ~~manufacturing~~product ~~costs~~qualification process. Customers design and implement large IT deployments following lengthy procurement processes, wewhich ~~have~~may inimpact ~~the~~expected ~~past~~future ~~increased~~orders. ~~the~~Following ~~prices~~a ofpurchase, ~~many~~customers ofmay also deploy our products and ~~services~~offerings toslowly ~~maintain~~and ordeliberately. ~~improve~~Furthermore, larger orders, including some orders for our ~~revenue~~AI ~~and~~systems, ~~gross~~have ~~margin~~typically required, and may docontinue soto ~~again~~require, ingreater ~~the~~commitments ~~future.~~of Inworking ~~addition~~capital, ~~competitors~~such ~~who~~as ~~have~~for apurchases ~~greater~~of ~~presence~~key components, which could introduce variability in ~~some~~our ofquarterly ~~the~~cash ~~lower-cost~~flow ~~markets~~and inresults ~~which~~of operations more generally. While we ~~compete,~~have orseen ~~who~~the ~~can~~customer ~~obtain~~base ~~better~~for ~~pricing,~~our ~~more~~AI ~~favorable~~systems ~~contractual~~offerings ~~terms~~expand and ~~conditions~~expect it to continue expanding, orour ~~more~~AI ~~favorable~~solutions ~~allocations~~have historically been purchased primarily by a small number of ~~products~~larger customers and ~~components~~cloud ~~during~~service ~~periods~~providers. Sales of ~~limited~~AI ~~supply~~systems ~~may~~to besuch ~~able~~customers have caused, and may continue to ~~offer~~cause, ~~lower~~fluctuations ~~prices~~in ~~than~~our weresults of operations, as such large orders may occur in some periods and not others and are ~~able~~generally subject to ~~offer.~~intense ~~Our~~competition ~~cash~~and ~~flows~~pricing pressure, which can have an impact on our margins and results of operations. If we are not successful in continuing to expand sales to a broader base of customers, ~~and~~our financial ~~condition~~results may be adversely affected. byThese ~~these~~sales and ~~other~~similar ~~industry~~implementation cycle-~~wide~~related ~~pricing~~factors, ~~pressures~~including our expectation that customers may place large orders with the potential for widely varying implementation timelines, may cause our revenues and operating results to vary significantly from quarter-to-quarter.

~~Because~~Our ~~our~~uneven ~~business~~sales ~~model~~cycle isand ~~based~~supply onchain ~~providing~~disruptions ~~innovative~~make ~~and~~planning ~~high-quality products~~ and ~~services,~~inventory wemanagement ~~may~~difficult spend a proportionately greater amount of our revenues on R&D than some of our competitors. If we cannot proportionately decrease our cost structure (apart from R&D expenses) on a timely basis in response to competitive price pressures, our profitability could be adversely affected. In addition, if our pricing and ~~other~~future ~~facets of our offerings are not sufficiently competitive, or if there is an adverse reaction to our product decisions, we may lose market share in certain areas, which could adversely affect our~~ financial ~~performance~~results ~~and~~less ~~business prospects~~predictable.

~~Even~~In some of our businesses, our quarterly sales have periodically reflected a pattern in which a disproportionate percentage of each quarter's total sales occurs towards the end of the quarter. This uneven sales pattern makes predicting revenue, earnings, cash flow from operations, and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition, and places pressure on our inventory management and logistics systems. If predicted demand is substantially greater than orders, there may be excess inventory and greater risk of inventory write downs, which we have experienced from time to time. Larger orders, including some orders for our AI systems, may be particularly susceptible to this risk. Alternatively, if orders substantially exceed predicted demand, we ~~are~~may not be able to ~~maintain~~fulfill orall ~~increase~~of ~~market~~the ~~share~~orders ~~for~~received in each quarter and such orders may be canceled. As a ~~particular~~result ~~product~~of such variations in predicted demand, ~~its~~we ~~financial~~have ~~performance~~experienced ~~could~~these ~~decline~~impacts ~~because~~from time to time and may do so again in the ~~product~~future. isDepending on when they occur in a ~~maturing~~quarter, ~~industry~~developments orsuch ~~market~~as ~~segment~~a systems failure, component pricing movements, component shortages, or ~~contains~~global ~~technology~~logistics disruptions, have in the past adversely impacted, and could in the future adversely impact, our inventory levels and results of operations in a manner that is ~~becoming~~disproportionate ~~obsolete~~to the number of days in the quarter affected. ~~Financial~~We ~~performance~~experience ~~could~~some ~~decline~~seasonal ~~due~~trends toin ~~increased~~the ~~competition~~sale ~~from~~of ~~other~~our ~~types~~solutions that also have produced, and may in the future produce, variations in our quarterly results and financial condition. Many of ~~products~~the factors that ~~perform~~create ~~similar~~and ~~functions~~affect asseasonal trends are beyond our ~~offerings~~control.

~~International~~Separately, ~~Risks~~periodic supply chain shortages and constraints have, in some instances, resulted in, and may result in, increases to the costs of production of our hardware products that we have, at times, not been able to, and may, in the future, not be able to pass on to our customers. For a further discussion of such risks, see also the risk factor titled “We depend on third-party suppliers, contract manufacturers (including original equipment and original design manufacturers), as well as single-source and limited source suppliers, and our financial results could suffer if we fail to manage these third party relationships effectively.”

~~Due~~Our ability to ~~the~~achieve ~~international nature of~~ our ~~business,~~strategy ~~political~~could orbe ~~economic~~harmed ~~changes~~if ~~and~~we ~~the~~are ~~laws~~unable ~~and regulatory regimes applying~~ to ~~international~~attract, ~~transactions~~retain, ortrain, ~~other factors could harm our future revenue~~motivate, ~~costs and expenses~~develop, and ~~financial~~transition ~~condition.~~key personnel.

~~Our~~In ~~business~~order ~~and~~to ~~financial~~achieve ~~performance~~our ~~depend~~growth ~~significantly~~strategy ~~on worldwide economic conditions~~ and capture the ~~demand~~market ~~for~~opportunities ~~technology~~presented ~~hardware,~~by ~~software~~networking, ~~and~~hybrid ~~services in~~cloud, and ~~continued access to~~AI, ~~the~~we ~~markets~~must inattract, ~~which~~retain, wetrain, ~~compete.~~motivate, ~~Economic~~develop, ~~weakness~~ and ~~uncertainty~~transition ~~and~~qualified ~~the~~executives ~~volatile inflationary environment have constrained spending on network~~ and ~~enterprise~~other ~~infrastructure.~~key ~~This~~employees, ~~has~~including those in ~~the~~managerial, ~~past~~technical, ~~adversely affected the demand for our products~~development, ~~services~~sales, ~~and solutions~~marketing, ~~which has impacted our financial condition~~ and ~~results~~IT ~~of operations, all of which we may experience again in the future~~positions. ~~These~~We ~~have,~~must atprovide ~~times~~a incompetitive ~~the~~compensation ~~past~~package, ~~resulted~~including incash ~~increased~~and ~~expenses~~equity-based ~~due~~compensation to ~~higher~~attract ~~allowances for doubtful accounts~~ and ~~potential~~retain ~~goodwill~~executives and ~~asset impairment charges (among~~ other ~~financial~~key ~~impacts),~~employees ~~and~~in ~~made~~a itcompetitive ~~more~~marketplace. ~~difficult~~Our ~~for~~ability us to ~~manage~~attract, ~~inventory~~retain, and ~~make~~motivate ~~accurate~~highly ~~forecasts~~qualified ofexecutives ~~revenue, gross margin, cash flows,~~ and ~~expenses,~~key ~~and~~employees ~~may~~could ~~have~~be ~~such~~adversely ~~effects~~affected ~~again~~if in the ~~future.~~anticipated ~~Such~~value ~~factors,~~of ~~including~~our ~~how~~equity-based ~~long~~incentive ~~such~~awards ~~conditions~~does ~~may~~not ~~persist~~materialize, ~~among~~if ~~others, may negatively impact the evenness or volume of demand for~~ our ~~products~~equity-based ~~and~~compensation ~~services,~~otherwise ~~potentially~~ceases ~~resulting~~to inbe ~~impacts~~viewed ~~similar~~as toa ~~those~~valuable ~~mentioned above~~benefit, ~~though~~if ~~the~~our ~~precise~~total ~~extent~~compensation ofpackage ~~such~~is ~~impacts~~not ~~cannot~~viewed beas ~~accurately~~being ~~predicted.~~

Economic weakness and uncertainty could cause our expenses to vary materially from our expectations. Any financial turmoil affecting the banking system and financial markets, or any significant financial services institution failures could negatively impact our treasury operations, as the financial condition of such parties may deteriorate rapidly and without notice in times of market volatility and disruption. Interest and other expenses have varied, and could continue to vary, materially from expectations depending on changes in interest rates, borrowing costs, currency exchange rates, costs of hedging activities, and the fair value of derivative instruments. It is difficult to predict the impact of such events on us, our third-party partners, our customers, or economic markets more broadly, which have been and will continue to be highly dependent upon the actions of governments and businesses in response to macroeconomic events, and the effectiveness of those actions. Such actions have impacted, and may further impact our ability, desire, or the timing of seeking funding for various investment opportunities. Economic downturns also may lead to restructuring actions and associated expenses. Further, reduced U.S. federal government spending may limit demand for our products, services, and solutions from organizations that receive funding from the U.S. government, and could negatively affect macroeconomic conditions in the United States, which could further reduce demand for our products, services, and solutions.

Our business and financial performance also could be adversely affected by changes in U.S. trade policy, U.S. export controls and sanctions, and U.S. regulations concerning imports, as well as international laws and regulations relating to global trade. Current U.S. government trade policy includes the imposition of tariffs on certain foreign goods, including information and communication technology products. These measures have materially increased costs for certain goods imported into the United States. As a result, our business has in the past been impacted by forced material price increases, which in turn resulted

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~~in price increases for our offerings~~competitive, ~~which subsequently limited demand~~ or ~~reduced~~if ~~margins~~we ~~for~~do ~~our~~not ~~offerings,~~obtain ~~all of which may impact us again from time to time in~~ the ~~future.~~stockholder ~~Additionally,~~approval ~~U.S.~~required ~~trading partners may adopt their own trade policies making it more difficult or costly for us~~ to ~~export~~continue ~~our~~granting ~~products~~equity-based toincentive ~~those~~awards ~~countries. Similarly, changes~~ in ~~regulations relating to certain exports, including economic sanctions, have led to export delays and prevented us, and could in~~ the ~~future~~amounts prevent us, from exporting products to certain locations or customers entirely, which have in some instances impacted, and could in the future impact, our financial performance. In addition, changes in requirements relating to making foreign direct investments could increase our cost of doing business in certain jurisdictions, prevent us from shipping products to particular countries or markets, affect our ability to obtain favorable terms for components, increase our operating costs, or lead to penalties or restrictions. While we ~~have~~believe ~~policies~~are ~~and procedures designed to facilitate compliance with global trade laws and regimes around the world, such measures may not guarantee compliance~~necessary.

~~Sales~~Our ~~outside~~failure ~~the~~to ~~United~~successfully ~~States~~hire ~~constituted~~executives ~~approximately~~and ~~64%~~key employees or the loss of any executives and key employees could have a significant impact on our ~~net~~operations ~~revenue~~and inour ~~fiscal~~ability ~~2024.~~to Asexecute ~~such~~our strategy. Further, changes in our ~~future~~management team may be disruptive to our business, and ~~financial~~any ~~performance~~failure to successfully transition and assimilate key new hires or promoted employees could ~~suffer~~adversely ~~due~~affect toour abusiness ~~variety~~and results of ~~international~~operations. ~~factors~~As competition for highly skilled employees in our industry has grown increasingly intense, we have in the past experienced, and may in the future experience, higher than anticipated levels of employee attrition, which has resulted in increased costs to hire new employees with desired skills. In addition, significant or prolonged turnover or revised hiring priorities may negatively impact our operations and our ability to ~~those~~successfully ~~otherwise~~maintain ~~already~~our ~~disclosed~~processes and procedures, including: due to the loss of historical, technical, and other expertise.

~~•ongoing~~These ~~uncertainties~~risks to attracting and retaining highly qualified talent may be exacerbated by labor constraints, such as aimmigration ~~result~~policies which may impair the ability to recruit technical and professional talent, and inflationary pressures, which impact employee wages and benefits. Further, integration of ~~instability~~employees orand ~~changes~~businesses inas ~~geopolitical~~a ~~conditions~~result of our acquisitions, including ~~military~~the Merger, may present additional or ~~political~~unanticipated ~~conflicts~~challenges, ~~such~~which ascould ~~those~~negatively ~~caused~~affect byour ~~the~~ability ~~ongoing~~to ~~conflicts~~achieve ~~between~~our ~~Russia~~future ~~and~~success. ~~Ukraine~~In oraddition, inchanges ~~the~~to ~~Middle~~our ~~East~~go-to-market ~~(the~~structure ~~potential~~may ~~escalation~~affect oremployee ~~geographic~~compensation ~~expansion~~models and ultimately our ability to retain employees. A number of ~~which~~our ~~could~~team ~~heighten~~members ~~other~~are ~~risks~~foreign ~~identified~~nationals who rely on visas and entry permits in ~~this~~order ~~report)~~to legally work in the U.S. and other countries. In recent years, orthe U.S. has increased the ~~relationship~~level ~~between~~of ~~China~~scrutiny in granting such documentation. Compliance with new and ~~the~~unexpected U.S. ~~(which~~immigration and labor laws could, ~~among~~also ~~other~~require ~~things~~us to incur additional, ~~impact~~and ~~the~~unexpected ~~enforceability~~labor ofcosts ~~certain~~and ~~contracts~~expenses, or ~~the~~could ~~timing~~restrain our ability to retain and ~~form~~attract skilled professionals. Any of ~~certain~~these ~~payments);~~restrictions could have an adverse effect on our business, results of operations, and financial condition.

Risks arising from climate change and the transition to a lower-carbon economy may impact our business.

Climate change serves as a risk multiplier that could increase both the frequency and severity of natural disasters that may affect our worldwide business operations and those of suppliers and customers. Our corporate headquarters is located in Spring, Texas, which suffers from floods, hurricanes, and other extreme weather, and a portion of our research and development activities are located in California, which suffers from drought conditions and catastrophic wildfires, each potentially affecting the health and safety of our employees and our business in these locations. In California, to mitigate wildfire risk, electric utilities have periodically deployed, and may in the future, periodically deploy public safety power shutoffs, which affect electricity reliability to our facilities and our communities. Certain sites located in the United States, Middle East, China, and India experience exposure to extreme heat and water stress, which could potentially strain our operational continuity and also jeopardize the health and well-being of our employees, both of which may consequently impact our operations. Furthermore, our data centers depend on predictable and reliable energy and networking capabilities, the cost or availability of which could be adversely affected or disrupted by a variety of factors, including, but not limited to, the effects of climate change. Increased energy consumption, including as a result of AI-related growth, climate-related events, energy market volatility, and power grid disruptions, may increase the operational costs related to inputs across our value chain. While we seek to mitigate business risks, through site selection, infrastructure technological investments, business continuity planning, and robust environmental programs, this may require us to incur substantial costs, and we may be unsuccessful in doing so as there are inherent climate-related risks wherever business is conducted. Furthermore, climate change may reduce the availability or increase the cost of insurance for these negative impacts of natural disasters by contributing to an increase in the incidence and severity of such natural disasters.

The increasing concerns over climate change could also result in transition risks, such as efforts and expenditures related to carbon abatement, shifting customer preferences, or compliance risks from changing regulatory and legal requirements. We continue to observe increased customer demand for more sustainable and energy-efficient solutions, products, and services. While we have been integrating such trends into our business and sales strategies thus far, we may not be able to successfully do so in the future. Further, continually changing customer preferences may cause us to incur additional costs, invest more in R&D, or make other changes to other operations to respond to such demands, which may not be carried out successfully, and if so, could adversely affect our financial results. We may also confront higher electricity prices, and higher costs for supplies or components that comply with certain environmental regulatory thresholds, potentially impacting our margins or the pricing of our offerings. If we fail to manage these and other transition risks in an effective manner, customer demand for our solutions, products, and services could diminish, and our profitability could suffer.

Risks Related to Our Technology and Business Operations

Issues in the development and use of artificial intelligence may result in reputational harm, liability, or impact to our results of operations.

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We believe the proliferation of AI, especially as it relates to our products and solutions that enable AI workloads, has had a significant impact on customer preferences and market dynamics in our industry, and our ability to effectively compete in this space has been and will remain critical to our financial performance. We incorporate AI capabilities into certain product and service offerings and internal operations, and this technology will increasingly become a more significant element of our business and certain of our partners’ businesses. As with many developing technologies, AI presents risks and challenges and may result in unintended consequences that could affect its further development, adoption, and use, and therefore our business and our overall strategy. We manufacture hardware designed to support AI capabilities, and our research into and continued development of such capabilities and manufacturing processes remain ongoing. We have invested, and expect to continue to invest, significant resources to use, acquire, build, and support the development of these capabilities and manufacturing processes, and if our AI-related offerings fail to operate as anticipated or as well as competing offerings or otherwise do not meet customer needs or if we are unable to bring AI-related offerings to market as effectively as our competitors, we may fail to recoup our investments in AI, our competitive position may be harmed, and our business and reputation may be adversely impacted. We may also be exposed to these and other risks through the increased use of AI by our manufacturers, suppliers, and other business partners. Reliance on AI by these third parties could introduce operational vulnerabilities, disrupt our supply chain management, increase cybersecurity risks, and impact our relationships with customers, partners, and suppliers.

While we review proposed implementations and use cases ahead of deployment, we may not always identify the risks or deficiencies of an AI capability or offering and the market may respond differently than we anticipate, potentially impacting our results of operations. AI algorithms and training methodologies may be flawed. Ineffective or inadequate AI development or deployment practices by us or others could result in incidents that impair the acceptance of AI solutions or cause harm to individuals or society. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. If we enable or offer AI solutions that are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience competitive, brand, or reputational harm or legal and/or regulatory action.

Further, incorporating AI gives rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed and which may vary from jurisdiction to jurisdiction, creating complex compliance issues (including potential liability for breaching intellectual property or privacy rights or laws or for the misuse of personal data and the lack of effective legal protections for software source code created with the assistance of AI). While new AI initiatives, laws, and regulations are emerging and evolving, including in the U.S. from a statewide and federal perspective as well as globally (such as the EU's Artificial Intelligence Act that became effective in August 2024), what they ultimately will look like remains uncertain. We may not always be able to anticipate how to respond to these legal frameworks, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings and operations. The resulting impact of such regulations on our customers’ desire for AI capabilities and demand for our offerings more generally could negatively impact our results of operations.

Our financial performance may suffer if we cannot continue to develop, license, or enforce the intellectual property rights on which our businesses depend.

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adversely affect our ability to sell products or services and our competitive position. Furthermore, changes in intellectual property laws or their interpretation may impact our ability to protect and assert our intellectual property rights, increase costs and uncertainties in the prosecution of patent applications or related enforcement actions, and diminish the value and competitive advantage conferred by our intellectual property assets.

Monitoring and detecting any unauthorized access, use or disclosure of our intellectual property is complex, and we cannot be certain to discover such unauthorized use or that the protective measures we have implemented will completely prevent misuse. Our ability to enforce our intellectual property rights is subject to litigation risks and uncertainty as to the protection and enforceability of those rights in some countries. If we seek to enforce our intellectual property rights, we may be subject to claims that those rights are invalid or unenforceable, and others may seek counterclaims against us, which could have a negative impact on our business. Effective protection of intellectual property rights is expensive and difficult to maintain, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights.

Due to the international nature of our business, political or economic changes and the laws and regulatory regimes applying to international transactions or other factors could harm our future revenue, costs and expenses, financial condition, and results of operations.

We derive a substantial portion of our revenues from our international operations, and we plan to continue our business in international markets. As a result, our business and financial performance depend significantly on worldwide economic conditions and the demand for technology hardware, software, and services in, and continued access to, the markets in which we compete. Economic weakness and uncertainty and the volatile inflationary and geopolitical environment have constrained spending on enterprise infrastructure. This has in the past adversely affected the demand for our products, services, and solutions, which has impacted our financial condition and results of operations. We may experience similarly adverse impacts in the future. These have, at times in the past, resulted in increased expenses due to higher allowances for doubtful accounts and potential goodwill and asset impairment charges (among other financial impacts), and made it more difficult for us to manage inventory and accurately forecast financial performance and/or expenses, and may have such effects again in the future.

In addition, economic weakness, tariffs, and geopolitical uncertainty have, at times caused, and could, in the future cause our financial performance to vary materially from our expectations. Turmoil affecting the financial markets or any significant financial services institution failures could negatively impact our treasury operations. Interest and other expenses have varied, and could continue to vary, materially from expectations depending on changes in borrowing costs, currency exchange rates, costs of hedging activities, and the fair value of derivative instruments. It is difficult to predict the impact of such events on us, our third-party partners, our customers, or economic markets more broadly, which have been and will continue to be highly dependent upon the actions of governments and businesses in response to macroeconomic events, and the effectiveness of those actions. Such actions have impacted, and may further impact our ability, desire, or the timing of funding decisions for various investment opportunities. Further, reduced spending by governments and their agencies may limit demand for our products, services, and solutions from such entities, as well as organizations that receive funding from such governments, around the world, and could negatively affect macroeconomic conditions in the countries which we operate, which could further reduce demand for our products, services, and solutions.

Our business and financial performance have been adversely affected by changes in U.S. and international trade policies, export controls, and sanctions, U.S. regulations concerning imports, tariffs, and resultant retaliatory countermeasures from other countries, as well as international laws and regulations relating to global trade and access to global markets. As a result, our business has, from time to time, been impacted by forced price increases of materials and higher barriers and costs to import and export certain components and/or our products to and from particular countries, which in turn has resulted in price increases to customers, and consequently has softened demand for our offerings and/or reduced our margins. We may experience all of these impacts in the future, especially in light of the current international tariff environment. While we have been evaluating, and continue to evaluate, supply chain diversification and resilience strategies to mitigate the adverse impacts of such measures, the actions we’ve taken or may take in the future may not be effective or able to be effectuated in a timely manner, or at all. Trade policy remains fluid and has changed rapidly at times. As such, changes in U.S. and international trade policy and any countermeasures, to any existing trade agreements, and to the scope and timing of any such actions and the ultimate impact of these measures are difficult to predict and may adversely affect our operations and financial condition. In addition, changes in requirements relating to making foreign direct investments could increase our cost of doing business in certain jurisdictions, prevent us from shipping products to particular countries or markets, affect our ability to obtain favorable terms for components, increase our operating costs, or lead to penalties or restrictions. While we have policies and procedures designed to facilitate compliance with global trade laws and regimes around the world, such measures may not guarantee compliance.

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Sales outside the United States constituted approximately 61% of our net revenue in fiscal year 2025. As such, our future business and financial performance could suffer due to a variety of international factors in addition to those otherwise already disclosed, including:

•the imposition of government controls (including for critical infrastructure protection) and any related licensing requirements (particularly for certain AI enabling products) that could affect the timing of shipments of our products and/or our ability to sell certain products in other countries;

•impact of ongoing uncertainties as a result of instability or changes in geopolitical tensions, including trade protection measures, such as import tariffs or import or export restrictions (which may limit our access to raw material and/or components for our products); the revocation or material modification of trade agreements; and political and armed conflicts, such as those caused by the ongoing conflict between Russia and Ukraine or the continuous geopolitical instability in the Middle East (the potential escalation or geographic expansion of which could heighten other risks identified in this report), or the relationship between China and the U.S. (which could, among other things, impact trade dynamics and the enforceability of certain contracts or the timing and form of certain payments);

•inflationary pressures, which have in the past increased, and may in the future increase costs for materials, supplies, and services, including those of third parties with whom we do business;

•adverse or uncertain macroeconomic conditions, including a changing interest rate environment and fears of a potential global economic downturn or recession, which have at times in the past slowed customer demand for our products and services, and may do so again ~~in the future~~;

•network security, privacy, geopolitical, and data sovereignty concerns, which could make foreign customers reluctant to purchase products and services from U.S.-based technology companies;

•longer collection cycles and financial instability among customers, which could impact our ability to collect on accounts receivable and consequently recognize revenue;

•local labor conditions and regulations, including local labor issues faced by specific suppliers, vendors, and ~~OEMs~~manufacturers, or changes to immigration and labor law policies which may adversely impact our access to technical and professional talent;

•managing our geographically dispersed workforce, which has necessitated, and may in the future require, incurring costs to promote seamless workforce connectivity and to comply with changing laws, regulations, and ~~workers’~~our ~~rights~~obligations to engage with works councils or other employee representation bodies across multiple jurisdictions;

•differing technology regulations, standards, or customer requirements, which have required us to incur additional development and production costs to modify or adapt our offerings, and may do so again in the future;

•local content and manufacturing requirements and trade protection measures such as import tariffs or import or export restrictions, which have impacted, and could further impact, our ability to sell into those markets;

•difficulties associated with repatriating earnings in restricted countries, and changes in tax policies, treaties, or laws that could have an unfavorable business impact, or which introduces uncertainty to our results of operations and financial performance; and

•fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important geographic points of exit and entry for our products and shipments, which have from time to time adversely impacted, and any of which could in the future adversely impact, our results of operations and ability to meet customer demand.

~~Certain~~Any or all of ~~the~~these factors ~~described~~has ~~above~~or could have an adverse impact on our business, infinancial condition, and results of operations. Certain of the ~~past,~~factors have disrupted the operations of, and adversely impacted our product and component manufacturing and key suppliers, customers, or vendors located outside of the United States, and could do so again ~~in the future~~. For example, we rely on suppliers in Asia for product assembly and manufacture, the operations of whom are subject to local labor laws and other requirements. Any loss of or limitations on their output or their inability to operate could have an adverse effect on our ability to timely deliver our products and services, which would in turn negatively impact our financial performance.

Further, the ongoing conflict between Russia and Ukraine and the trade sanctions imposed by the U.S., the European Union (the “EU”), and other countries in response have negatively impacted business and financial performance in that region. HPE is continuing to execute on the exit of our remaining business in Russia and Belarus as planned; however, we cannot provide any assurance that such exit will be efficient or uninterrupted, which may negatively impact our operational expenses.

28We implement policies, procedures, and training designed to facilitate compliance with anti-corruption laws around the world, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as U.S. and foreign export controls and trade sanctions. However, such measures do not guarantee compliance, and our employees and third parties with whom we work may take actions in violation of such policies or such laws. Furthermore, in many foreign countries, particularly in those with developing economies, people may engage in business practices prohibited by anti-corruption laws or our policies and procedures. Violations or alleged violations of such laws or key control policies by our employees, contractors, channel

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~~We implement policies~~partners, ~~procedures,~~or ~~and~~agents ~~training~~could ~~designed~~result toin ~~facilitate~~termination ~~compliance~~of ~~with~~our ~~anti-corruption laws around the world~~relationship, ~~including~~financial ~~the~~reporting ~~U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. However~~problems, ~~such measures may not guarantee compliance~~fines, and ~~our employees and third parties with whom we work may take actions in violation of such policies~~ /or ~~such~~penalties ~~anti-corruption~~for ~~laws. Furthermore~~us, inor ~~many~~prohibition ~~foreign~~on ~~countries,~~the ~~particularly~~importation inor ~~those~~exportation ~~with~~of ~~developing~~our ~~economies~~products, ~~people~~ may ~~engage~~result in ~~business~~investigations ~~practices~~or ~~prohibited by anti-corruption laws. Violations of such laws may result in~~ severe criminal or civil sanctions and penalties, and we may be subject to those and other liabilities that could have an adverse effect on our business, results of operations, and financial condition.

We ~~are~~may ~~exposed~~not toachieve ~~fluctuations~~some inor ~~foreign~~all ~~currency~~of ~~exchange~~the ~~rates.~~expected benefits of our cost reduction actions, some or all of which may be disruptive to our business.

~~Conducting~~We ~~business~~have inannounced ~~currencies~~a ~~other~~cost ~~than~~reduction ~~the~~program ~~U.S.~~and ~~dollar,~~a ~~including~~series ~~the~~of ~~euro,~~other ~~the~~cost-saving ~~Japanese~~initiatives ~~yen,~~as ~~and~~part ~~British~~of ~~pound~~our ~~has,~~ongoing ~~from~~efforts ~~time~~ to ~~time~~reduce structural operating costs, ~~adversely~~streamline ~~impacted~~how we operate and do business, and ~~could~~continue inadvancing the ~~future,~~Company's ~~have~~ongoing ancommitment ~~adverse~~to ~~impact~~profitable ongrowth ~~our~~(which ~~results~~we asare ~~expressed~~calling ~~in U~~Catalyst).S. ~~dollars.~~We ~~Currency~~may ~~volatility~~not ~~contributes~~be able to ~~variations~~obtain inthe ~~our~~cost ~~sales~~savings ~~of products~~ and ~~services~~benefits inthat ~~impacted~~are ~~jurisdictions.~~initially ~~Fluctuations~~anticipated in ~~foreign~~connection ~~currency~~with ~~exchange~~such ~~rates~~actions. ~~have~~Additionally, ~~from~~as ~~time~~a toresult ~~time,~~of ~~adversely~~these ~~affected,~~initiatives and ~~could~~the inactions ~~future~~contemplated ~~periods~~thereby, ~~adversely~~we ~~affect~~may ~~our~~experience ~~revenue~~a ~~recognition~~loss of continuity, loss of accumulated knowledge and/or ~~our~~inefficiency ~~revenue~~during ~~growth~~transitional periods. InImplementing ~~addition,~~and ~~currency~~overseeing ~~variations~~such actions can ~~adversely~~require ~~affect~~a ~~our~~significant ~~ability~~amount toof ~~implement~~management ~~price~~and ~~increases~~other employees' time and focus, ~~margins~~which onmay ~~sales~~divert ofattention from operating and growing our ~~products~~business. inIf ~~countries~~we ~~outside~~fail to achieve some or all of the ~~United~~expected ~~States~~benefits ~~and~~of ~~margins~~these onmeasures, ~~sales~~it ofcould ~~products~~have ~~that~~a ~~include~~material ~~components~~adverse ~~obtained~~effect ~~from~~on ~~suppliers~~our ~~located~~competitive ~~outside~~position, business, financial condition, results of ~~the~~operations, ~~United~~and ~~States~~cash flows.

From time to time, we use forward contracts and options designated as cash flow hedges to protect against foreign currency exchange rate risks, and may continue to do so in the future. The effectiveness of our hedges depends on our ability to accurately forecast future cash flows, which is particularly difficult during periods of uncertain demand for our products and services and highly volatile exchange rates. We may incur significant losses from our hedging activities due to factors such as volatility and currency variations. In addition, certain or all of our hedging activities may be ineffective, may expire and not be renewed or may not offset any or more than a portion of the adverse financial impact resulting from currency variations. Losses associated with hedging activities also may impact our revenue and to a lesser extent our cost of sales and financial condition.

Intellectual Property Risks

Our financial performance may suffer if we cannot continue to develop, license, or enforce the intellectual property rights on which our businesses depend.

We rely upon patent, copyright, trademark, trade secret, and other intellectual property laws in the United States, similar laws in other countries, and agreements with our employees, customers, suppliers, and other parties, to establish and maintain intellectual property rights in the products and services we sell, provide, or otherwise use in our operations. However, from time to time our intellectual property rights have been challenged, infringed, or circumvented, and any of such rights could be further challenged, invalidated, infringed, or circumvented or such intellectual property rights may not be sufficient to permit us to take advantage of current market trends or to otherwise provide competitive advantages. Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States. Therefore, in certain jurisdictions we may be unable to protect our proprietary technology adequately against unauthorized third-party copying or use; this, too, could adversely affect our ability to sell products or services and our competitive position. Furthermore, changes in intellectual property laws or their interpretation may impact our ability to protect and assert our intellectual property rights, increase costs and uncertainties in the prosecution of patent applications or related enforcement actions, and diminish the value and competitive advantage conferred by our intellectual property assets.

Monitoring and detecting any unauthorized access, use or disclosure of our intellectual property is complex, and we cannot be certain that the protective measures we have implemented will completely prevent misuse. Our ability to enforce our intellectual property rights is subject to litigation risks and uncertainty as to the protection and enforceability of those rights in some countries. If we seek to enforce our intellectual property rights, we may be subject to claims that those rights are invalid or unenforceable, and others may seek counterclaims against us, which could have a negative impact on our business. Effective protection of intellectual property rights is expensive and difficult to maintain, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights.

Our products and services depend in part on intellectual property and technology licensed from third parties.

Much of our business and many of our products rely on key technologies developed or licensed by third parties. For example, many of our software offerings are developed using software components or other intellectual property licensed from third parties, including through both proprietary and open- source licenses. These third-party software components may become obsolete, defective, or incompatible with future versions of our products, our relationship with the third party may deteriorate or cease, or our agreements with the third party may expire or be terminated. We may face legal or business disputes with licensors that may threaten or lead to the disruption of inbound licensing relationships. In order to remain in compliance with the terms of our licenses, we must carefully monitor and manage our use of third-party software components, including both proprietary and open source license terms that may require the licensing or public disclosure of our intellectual property without compensation or on undesirable terms. Additionally, some of these licenses may not be available to us in the future on terms that are acceptable or that allow our product offerings to remain competitive. Our inability to obtain licenses or rights on favorable terms could have a material effect on our business, including our financial condition and results of operations. In addition, it is possible that as a consequence of a merger or acquisition, we may acquire intellectual property subject to licensing obligations to third parties, other third parties may obtain licenses to some of our intellectual property rights or our business may be subject to certain restrictions that were not in place prior to such transaction. Because the availability and cost of licenses from third parties depends upon the willingness of third parties to deal with us on the terms we request, there is a risk that third parties who license to our competitors will either refuse to license us at all, or refuse to license us on terms equally favorable to those granted to our competitors. Consequently, we may lose a competitive advantage with respect to these intellectual property rights or we may be required to enter into costly arrangements in order to terminate or limit these rights.

29We rely on the performance of our business systems and processes, as well as those of third-parties with whom we do business.

Some of our business processes depend upon our IT systems. Portions of our IT infrastructure have experienced, and may experience, interruptions, delays, or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. As our IT environment continues to evolve, we have, at times, been unsuccessful, and may in the future be unsuccessful, in adopting or implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive, and resource intensive. Such disruptions could adversely impact our ability to fulfill orders and respond to customer requests and interrupt other processes. Delayed sales, lower margins, or lost customers resulting from these events could reduce our revenue, increase our expenses, and adversely affect our reputation and stock price.

Additionally, some of our business processes depend upon the IT systems and processes of third parties, and the interfaces between those and our IT systems, as well as hosted SaaS applications from third parties. For example, we receive a broad range of information technology services, such as applications, including support, development and maintenance; infrastructure management and support, including for server storage and network devices; and end user support. Some of these services are provided to us through cloud providers, third party providers, and off-site facilities that may be vulnerable to damage or interruption, including performance problems from earthquakes, hurricanes, floods, fires, power loss, telecommunications failures, equipment failures, adverse events caused by operator error, cybersecurity attacks, pandemics, and similar events. In addition, because we lease certain off-site data center facilities, we cannot be assured that we will be able to

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~~addition,~~expand itour isdata ~~possible~~center ~~that~~infrastructure asto ameet ~~consequence~~user ofdemand in a ~~merger~~timely ~~or acquisition~~manner, weor ~~may~~on ~~acquire~~favorable ~~intellectual~~financial ~~property~~terms. ~~subject~~If towe ~~licensing~~have ~~obligations~~issues toreceiving ~~third~~and ~~parties~~processing data, ~~other~~this ~~third parties~~ may ~~obtain~~delay ~~licenses~~our ability to ~~some~~provide ofproducts and services to our ~~intellectual~~customers ~~property~~and ~~rights~~business orpartners and damage our business. ~~may~~We bealso ~~subject~~rely toupon ~~certain~~the ~~restrictions~~performance ~~that~~of ~~were~~the ~~not~~systems inand ~~place~~processes ~~prior~~of our contract manufacturers to ~~such~~build ~~transaction~~and ship our products. ~~Because~~If those systems and processes experience interruption or delay, the ~~availability~~manufacture and ~~cost~~shipment of ~~licenses~~our ~~from~~products ~~third~~in ~~parties~~a ~~depends~~timely ~~upon~~manner ~~the~~may ~~willingness~~be ofimpaired. ~~third~~Since ~~parties~~IT is critical to ~~deal~~our ~~with~~operations, usin onaddition to the ~~terms~~risks weoutlined ~~request~~above, ~~there~~problems iswith aany ~~risk~~of ~~that~~the third parties ~~who~~we ~~license~~rely toon for our ~~competitors~~IT ~~will~~systems ~~either~~and ~~refuse~~services could result in liabilities to ~~license~~our uscustomers atand ~~all~~business partners, orlower ~~refuse~~revenue toand ~~license~~unexecuted usefficiencies, onand ~~terms~~impact ~~equally~~our ~~favorable~~results toof ~~those~~operations ~~granted~~and to our ~~competitors~~stock price. ~~Consequently,~~We wecould ~~may~~also ~~lose~~face asignificant ~~competitive~~additional ~~advantage~~costs ~~with~~or ~~respect~~business todisruption if our arrangements with these ~~intellectual~~third ~~property~~parties ~~rights~~are terminated or impaired and we ~~may~~cannot befind ~~required~~alternative toservices ~~enter~~or ~~into~~support ~~costly~~on ~~arrangements~~commercially inreasonable ~~order~~terms toor ~~terminate~~on a timely basis or ~~limit~~if we are unable to hire new employees in order to provide these ~~rights~~services in-house.

~~Third-party~~If ~~claims~~we ofcannot ~~intellectual~~continue ~~property~~to ~~infringement,~~produce ~~including~~quality ~~patent~~products ~~infringement~~and services, ~~are commonplace in~~ our ~~industry~~reputation, business, and ~~successful~~financial ~~third-party~~performance ~~claims~~ may ~~limit or disrupt our ability to sell our products and services~~suffer.

~~Third~~In ~~parties~~the ~~may~~course ~~claim~~of ~~that~~conducting our business, we ormust ~~customers~~adequately ~~indemnified~~address quality issues associated with our products, services, and solutions (whether developed by us ~~are~~or ~~infringing~~by ~~upon~~a orcompany ~~otherwise~~we ~~violating~~acquire), ~~their~~including ~~intellectual~~defects ~~property~~in ~~rights.~~our ~~Patent~~engineering, ~~assertion~~design, ~~entities~~and ~~frequently~~manufacturing ~~purchase~~processes ~~intellectual~~and ~~property~~unsatisfactory ~~assets~~performance ~~for~~under ~~the~~service ~~purpose~~contracts, ofas ~~extracting~~well ~~infringement~~as ~~settlements.~~defects ~~Furthermore,~~in ~~our~~third-party ~~exposure~~components toincluded ~~these~~in ~~risks~~our ~~associated~~products ~~with~~and ~~the~~unsatisfactory ~~use~~performance ofor ~~intellectual~~malicious ~~property~~acts ~~may~~by bethird-party ~~increased~~contractors asor asubcontractors. ~~result~~We ofwork ~~acquisitions;~~with ~~not~~our ~~only~~customers doand wesuppliers ~~have~~and aengage ~~lower~~in ~~level~~product oftesting ~~visibility~~to ~~into~~identify the ~~development~~causes ~~process~~of ~~with~~quality ~~respect~~issues and to ~~such~~develop ~~technology~~and orimplement ~~the~~appropriate ~~care~~solutions. ~~taken~~However, tothe ~~safeguard~~solutions ~~against~~that ~~infringement~~we ~~risks~~offer are complex, ~~but~~and ~~also~~our ~~third~~regular ~~parties~~testing ~~may~~and ~~make~~quality ~~infringement~~control ~~and~~efforts ~~similar~~may ~~claims~~not ~~only~~be ~~after~~effective wein ~~have~~controlling ~~acquired~~or ~~technology~~detecting ~~that~~all ~~had~~quality ~~not~~issues ~~been~~or ~~asserted~~errors, ~~prior~~particularly with respect to ~~our~~faulty ~~acquisition~~components manufactured by third parties. If we ~~cannot~~are ~~license~~unable to determine the cause, find an appropriate solution or ~~replace,~~offer ~~allegedly~~a ~~infringed~~temporary ~~intellectual~~fix ~~property~~(or on“patch”) ~~reasonable~~to ~~terms,~~address quality issues with our ~~operations~~offerings, ~~could~~we bemay ~~adversely~~delay ~~affected.~~shipment Into ~~addition~~customers, ~~there~~which iscould ~~uncertainty~~delay ~~around~~revenue ~~the~~recognition ~~validity~~ and ~~enforceability~~receipt of ~~intellectual~~customer ~~property~~payments ~~rights~~and ~~related~~could toadversely affect our ~~use~~revenue, ~~development~~cash flows, and ~~deployment~~profitability. ofIn AIaddition, ~~and~~after AIproducts ~~systems~~are ~~and~~delivered, ~~solutions.~~quality ~~Our~~issues ~~use~~may ofrequire AIus ~~technologies,~~to ~~whether~~repair ~~created~~or byreplace ussuch ~~for~~products. ~~internal~~Addressing orquality ~~customer~~issues ~~use~~can ~~cases~~be orexpensive ~~otherwise~~and ~~incorporated~~may ~~from~~result ~~external~~in ~~sources~~additional ~~into~~warranty, ~~our~~repair, ~~offerings~~replacement, ~~could~~and ~~lead~~other tocosts, ~~violation~~adversely ofaffecting ~~third-party~~our ~~intellectual~~financial ~~property~~performance. ~~rights~~In addition, ~~and~~the ~~could~~accelerated ~~require~~rate usof toinnovation ~~incur~~of ~~significant~~components ~~expenses~~from ~~to modify~~ our ~~solutions~~suppliers, ~~and~~particularly ~~processes~~for orAI-related ~~otherwise~~offerings, ~~engage~~may result in ~~efforts~~higher todefects ~~remain~~or infailure ~~compliance~~of ~~with~~our ~~the~~offerings ~~law.~~to ~~Even~~perform, ifwhich wecould ~~believe~~cause ~~that~~us ~~intellectual~~to ~~property~~incur ~~claims~~increased ~~are~~warranty ~~without merit~~costs, ~~they~~inventory ~~can~~provisions beor ~~time-consuming~~impairments and ~~costly~~could toimpact ~~defend~~future ~~against~~sales. ~~and~~If ~~may~~new ~~divert~~or ~~management's~~existing ~~attention~~customers ~~and~~have ~~resources~~difficulty ~~away~~operating ~~from~~ our ~~business.~~products ~~Claims~~or ofare ~~intellectual~~dissatisfied ~~property~~with ~~infringement~~our ~~also~~services ~~might~~or ~~require~~solutions, usour toresults ~~redesign~~of ~~affected~~operations ~~products~~could be adversely affected, ~~discontinue~~and ~~certain~~we ~~product~~could ~~offerings,~~face ~~enter~~possible ~~into~~claims ~~costly~~if ~~settlement~~we orfail ~~license~~to ~~agreements,~~meet ~~pay~~our ~~costly~~customers' ~~damage~~expectations. ~~awards~~In addition, orquality ~~face~~issues, aincluding ~~temporary~~the actual or ~~permanent~~perceived ~~injunction~~security ~~prohibiting~~or usreliability ~~from~~of ~~importing,~~our ~~marketing,~~offerings or ~~selling~~ability ~~certain~~to ofaddress ~~our~~other ~~products.~~data ~~Even~~security ifconcerns, wecan ~~have~~impair anour ~~agreement~~relationships towith ~~indemnify~~new usor ~~against~~existing ~~such~~customers ~~costs,~~and ~~the~~adversely ~~indemnifying~~affect ~~party~~our ~~may~~brand beand ~~unable~~reputation, orwhich ~~unwilling~~could toadversely ~~uphold~~affect ~~its~~our ~~contractual~~results ~~obligations~~of ~~to us~~operations.

Our sustainable and responsible business expectations and actions towards achieving our Living Progress objectives may expose us to operational, legal, or reputational risks and could adversely affect our business, results of operations, financial condition, or stock price.

We actively manage sustainability and corporate responsibility issues through our established and publicly announced Living Progress Strategy. This strategy reflects our current plans and aspirations, is based on available data and estimates, and is not a guarantee that we will be able to achieve such plans and aspirations or that we will not refine or modify such plans and aspirations in the future. Our ability to meet our sustainability and/or corporate responsibility ambitions is also subject to external factors outside of our control, including the ability and willingness of our suppliers to take action and the advancement of new technologies. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation, which may expose us to enforcement actions or legal proceedings and the reputational and financial costs associated therewith. Initiatives to address sustainability and corporate responsibility issues may be costly and may not have the desired effect.

Evolving stakeholder expectations and our efforts and ability to manage these issues present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which may be outside of our control or could have adverse impacts on our business, including on our stock price. Regulators and stakeholders have evolving, varied, and sometimes conflicting expectations regarding sustainability and corporate responsibility matters, leading to heightened scrutiny of such corporate programs a. Additionally, there is an increasing number of federal, state, and local initiatives that may conflict with other regulatory requirements or priorities, such as those of the U.S. federal government, resulting in regulatory uncertainty. We may also increasingly see similar conflict between U.S. policy and the regulatory positions taken in other non-U.S. jurisdictions. Not only is there uncertainty due to the patchwork of environmental, social, and governance-related laws and regulations (especially as they may sometimes conflict), but also there remains uncertainty around the accounting standards and

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required disclosures associated with such laws and regulations (including the scope of reporting requirements and the related costs to comply with the emerging regulations).

Our failure or perceived failure to achieve our Living Progress objectives, maintain responsible and sustainable business practices, integrate newly acquired companies into our sustainability programs, continue monitoring or pursuing certain goals, or comply with emerging laws and regulations that meet evolving and potentially conflicting regulatory or stakeholder expectations could harm our reputation, adversely impact our ability to attract and retain customers and talent, and expose us to increased scrutiny from the investment community and enforcement authorities. Additionally, we could become the target of litigation, investigations, or other proceedings initiated by government authorities or private actors alleging that our activities or positions related to sustainability and corporate responsibility matters are anti-competitive, discriminatory or otherwise unlawful. Our reputation also may be harmed by the perceptions that our stakeholders have about our action or inaction on certain sustainability- and corporate responsibility-related issues, or because they may disagree with our strategy and initiatives, either of which may cause us to face scrutiny, legal and/or regulatory proceedings, or other market access restrictions from certain parties related to our action or inaction on such issues. Integrating acquired companies, and the time and resources devoted to such efforts, may also temporarily slow our progress toward certain goals or require us to update our targets, methodologies, or underlying practices to promote alignment across the combined company. Damage to our reputation and loss of brand equity may reduce demand for our products and services and thus have an adverse effect on our future financial performance, as well as require additional resources to rebuild our reputation.

Financial Risks

Our revenue, profitability, and margins have historically varied, and we expect them to continue to vary over time.

Our revenue, gross margin, and profitability have historically varied among our diverse products and services, customer groups, and geographic markets. Therefore, it is likely that these financial metrics will continue demonstrating variability in the future and may deviate from our historical results. Our revenue depends on the overall demand for our products and services, which is difficult to accurately predict, varies from time to time, may be uneven across our portfolio of offerings and our geographies, and is subject to industry-wide or broader macroeconomic market dynamics, all of which have in the past adversely impacted, and may in the future adversely impact, our business and financial condition. Additionally, the varying sizes of customer contracts or orders, variations in customer acceptances of delivered orders, the timing thereof, and cancellations and/or de-bookings of such orders (due to various reasons, including, but not limited to, failure to satisfy terms and compliance matters, whether initiated by us or the customer) can be uneven across our portfolio and have at times impacted, and in the future could impact, our pipeline, bookings, and our ability to recognize revenue, if at all (particularly with respect to contracts and orders involving our AI offerings). Further, larger orders, including some orders for our AI systems, may involve larger amounts of credit or longer payment terms than typical for our business, increasing our risk when customers do not pay in a timely fashion, or at all, particularly where payment terms with major suppliers differ from the terms with our customers. Such variables have in the past negatively impacted our financial performance, and may do so again in the future. Delays or reductions in discretionary IT spending by our customers or potential customers have had, and in the future, could have an adverse effect on demand for our products and services, which could result in a significant decline in revenue. In addition, revenue declines in some of our businesses may affect revenue in our other businesses as we may lose cross-selling opportunities.

Our margins and profitability in any given period are dependent on numerous factors, many of which are unpredictable or challenging to anticipate in advance, such as the product, service, customer, and geographic mix reflected in that period's revenue; variability in price competition in one or more of the markets in which we compete; modifications to our pricing strategy due to inaccurately forecasting demand; currency fluctuations that impact our costs; impacts of inflation; increases in material, labor, logistics, warranty costs, or inventory carrying costs; issues with manufacturing or component availability, including excess product component or obsolescence charges; issues relating to the distribution of our products and provision of our services; or the impact of trade policies, tariffs, or other trade restrictions. In addition, entry into new markets may be relatively less profitable, due to high upfront investments associated with entering those markets and the need to operate within local pricing and cost structures, and we may have difficulty establishing and/or maintaining the operating infrastructure necessary to support margin-rich growth in some of those markets. Failure to sustain or improve our gross margins reduces our profitability and may have a material adverse effect on our business, results of operations, and stock price. Moreover, our efforts to address the challenges facing our business could increase the level of variability in our financial results because the rate at which we are able to realize the benefits from those efforts may vary from period to period.

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uncertainty surrounding heightened trade restrictions or the enforceability of contract obligations, as well as the timing and form of payments from China.

We are exposed to fluctuations in foreign currency exchange rates.

Conducting business in currencies other than the U.S. dollar has, from time to time, adversely impacted, and could in the future, have an adverse impact on our results as expressed in U.S. dollars. Currency volatility contributes to variations in our sales of products and services in impacted jurisdictions. Fluctuations in foreign currency exchange rates have, from time to time, adversely affected, and could in future periods adversely affect our revenue recognition and our revenue growth. In addition, currency variations can adversely affect our ability to implement price increases, margins on sales of our products in countries outside of the United States and margins on sales of products that include components obtained from suppliers located outside of the United States.

Adverse developments affecting our liquidity, capital position, borrowing costs, and access to capital markets could adversely impact our business, financial condition, and results of operations or those of the third parties with whom we do business.

We currently maintain investment grade credit ratings with Moody's Investors Service, Standard & Poor's Ratings Services, and Fitch Ratings Services. Despite these investment grade credit ratings at this time, we may experience downgrades in our credit ratings for various reasons, including but not limited to for reasons in connection with the substantial amount of debt we have incurred ~~and expect to assume~~ in connection with the Merger. Any such downgrades could increase the cost of borrowing under any indebtedness we may incur, jeopardize our ability to incur debt on terms acceptable to us, reduce market capacity for our commercial paper, or require the posting of additional collateral under our derivative contracts. Additionally, increased borrowing costs, including those arising from a credit rating downgrade, can potentially reduce the competitiveness of our financing business. There can be no assurance that we will be able to maintain our credit ratings, and any additional actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, may have a negative impact on our liquidity, capital position, and access to capital markets.

In addition, volatility and disruption in the financial sector and capital markets and other events negatively affecting macroeconomic conditions or contributing to the instability or volatility thereof, such as changing interest rates, have from time to time in the past impacted, and may in the future impact, our liquidity, capital position, and access to capital markets. Our total liquidity depends in part on the availability of funds under the revolving credit facility and our other financing agreements. The failure of any lender's ability to fund future draws on our revolving credit facility or our other financing arrangements could reduce the amount of cash we have available for operations and additional capital for future needs. The future effects of such events are unknown and difficult to predict at this time, and could adversely affect us, our customers, financial institutions, transactional counterparties, or others with which we do business, which may in turn have adverse impacts on our current and/or projected business operations, financial condition, and our results of operations.

Our obligation to consummate the Merger is not subject to a financing condition, and as such, may be subject to events beyond our control, such as the timing of receipt of regulatory approvals. Further, portions of our recently issued debt contain special mandatory redemption provisions, and if we do not consummate the Merger before October 2025, we may be required to redeem certain series of such debt, which would result in less flexibility to address other funding needs.

Our debt obligations may adversely affect our business and our ability to meet our obligations and pay dividends.

In addition to our current total carrying debt, we may also incur additional indebtedness in the future. In order to consummate the Merger, we have incurred a substantial amount of debt. This collective amount of debt could have important adverse consequences to us and our investors, including requiring a substantial portion of our cash flow from operations to make principal and ~~plan~~interest payments; making it more difficult to ~~incur~~satisfy ~~further~~other obligations; increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; increasing our vulnerability to general adverse economic and industry conditions; reducing the cash flows available to fund capital expenditures and other corporate purposes and to grow our business; limiting our flexibility in planning for, or reacting to, changes in our business and industry; and limiting our ability to borrow additional funds as ~~well.~~needed ~~This~~or ~~collective~~take advantage of business opportunities as they arise, pay cash dividends or repurchase our common stock.

30Macroeconomic circumstances are subject to change, resulting in delays or reversals of such policy positions and actions by governments, including by central banks around the world, which may result in a prolonged unfavorable interest rate or

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~~amount~~economic ofenvironment ~~debt~~and ~~could~~affect ~~have~~our ~~important~~ability ~~adverse consequences~~ to usincur ~~and~~debt ~~our~~at ~~investors,~~reasonable ~~including~~prices ~~requiring~~or ~~a substantial portion of~~ our ~~cash~~desire ~~flow from operations~~ to ~~make~~incur ~~principal~~further ~~and~~debt ~~interest~~at ~~payments;~~all. ~~making~~To itthe ~~more~~extent ~~difficult~~that towe ~~satisfy~~incur ~~other~~additional ~~obligations;~~indebtedness, ~~increasing~~ the ~~risk~~risks ofdescribed aabove ~~future~~could ~~credit ratings downgrade of our debt~~increase, ~~which~~including ~~could~~requiring ~~increase~~additional ~~future~~expected ~~debt~~cash ~~costs~~flows ~~and~~from ~~limit~~operations ~~the~~to ~~future~~service ~~availability~~our of debt. ~~financing;~~In ~~increasing~~addition, our ~~vulnerability~~actual tocash ~~general~~requirements ~~adverse~~to ~~economic~~operate ~~and~~our ~~industry~~business ~~conditions;~~in ~~reducing~~ the ~~cash~~future ~~flows~~may ~~available~~be togreater ~~fund~~than ~~capital~~expected. ~~expenditures~~Our ~~and~~cash ~~other~~flow ~~corporate~~from ~~purposes~~operations ~~and~~may tonot ~~grow~~be ~~our~~sufficient ~~business;~~to ~~limiting~~service our ~~flexibility~~outstanding indebt ~~planning~~or ~~for,~~to orrepay ~~reacting~~our ~~to,~~outstanding ~~changes~~debt inas ~~our~~it ~~business~~becomes due, and ~~industry;~~we ~~and~~may ~~limiting~~not ~~our~~be ~~ability~~able to borrow ~~additional~~money, ~~funds~~sell asassets, ~~needed~~ or ~~take~~otherwise ~~advantage~~raise offunds ~~business~~on ~~opportunities~~acceptable asterms, ~~they~~or ~~arise~~at all, ~~pay~~to ~~cash~~service ~~dividends~~ or ~~repurchase~~refinance our ~~common stock~~debt.

While the U.S. Federal Reserve has begun lowering interest rates and signaled its intention to keep doing so, macroeconomic circumstances may change, resulting in delays or reversal of such actions, including by central banks around the world, which may result in a prolonged high interest rate environment and affect our ability to incur debt at reasonable prices or our desire to incur further debt at all. To the extent that we incur additional indebtedness, the risks described above could increase, including requiring additional expected cash flows from operations to service our debt. In addition, our actual cash requirements to operate our business in the future may be greater than expected. Our cash flow from operations may not be sufficient to service our outstanding debt or to repay our outstanding debt as it becomes due, and we may not be able to borrow money, sell assets, or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.

The revenue and profitability of our operations have historically varied, which makes our future financial results less predictable.

Our revenue, gross margin, and profit vary among our diverse products and services, customer groups, and geographic markets and therefore, will likely be different in future periods than our historical results. Our revenue depends on the overall demand for our products and services, which is difficult to accurately predict, varies from time to time, may be uneven across our portfolio of offerings, and is subject to industry-wide or broader macroeconomic market dynamics, all of which have in the past adversely impacted, and may again in the future adversely impact, our business and financial condition. Additionally, the varying sizes of customer contracts or orders, variations in customer acceptances of delivered orders, the timing thereof, and cancellations and/or de-bookings of such orders (due to various reasons, including but not limited to failure to satisfy terms and compliance matters, whether initiated by us or the customer) can be uneven across our portfolio and have at times impacted, and in the future could impact, our pipeline, bookings and our ability to recognize revenue, if at all (particularly with respect to contracts and orders involving our AI offerings). Such variables have in the past negatively impacted our financial performance, and may do so again in the future. Delays or reductions in discretionary IT spending by our customers or potential customers have had, and in the future could have a material adverse effect on demand for our products and services, which could result in a significant decline in revenue. For example, we have seen demand soften unevenly across our portfolio and geographies, which may continue, as certain customers and sectors have been taking longer than anticipated to digest prior large orders. In addition, revenue declines in some of our businesses may affect revenue in our other businesses as we may lose cross-selling opportunities. Overall gross margins and profitability in any given period are dependent partially on the product, service, customer, and geographic mix reflected in that period's net revenue.

Furthermore, the relationship between China and the U.S., and any subsequent action that may be taken by either country, may significantly vary the results our operations and financial performance from that region. There could be additional uncertainty surrounding the enforceability of contract obligations, as well as the timing and form of payments from China.

Competition, lawsuits, investigations, increases in component and manufacturing costs that we are unable to pass on to our customers, component supply disruptions, and other risks affecting our businesses may have a significant impact on our overall gross margin and profitability. Variations in our fixed cost structure and gross margins across business units and product portfolios, have from time to time led to, and may lead to significant operating profit volatility on a quarterly or annual basis in the future. In addition, newer geographic market opportunities may be relatively less profitable due to our investments associated with entering those markets and local pricing pressures, and we may have difficulty establishing and maintaining the operating infrastructure necessary to support the high growth rate associated with some of those markets. Market trends, industry shifts, competitive pressures, commoditization of products, increased component or shipping costs, regulatory impacts, and other factors have from time to time resulted in, and may in the future result in, reductions in revenue or pressure on gross margins of certain segments in a given period, which may lead to adjustments to our operations. Moreover, our efforts to address the challenges facing our business could increase the level of variability in our financial results because the rate at which we are able to realize the benefits from those efforts may vary from period to period.

Our uneven sales cycle and supply chain disruptions make planning and inventory management difficult and future financial results less predictable.

In some of our businesses, our quarterly sales have periodically reflected a pattern in which a disproportionate percentage of each quarter's total sales occurs towards the end of the quarter. This uneven sales pattern makes predicting revenue, earnings, cash flow from operations, and working capital for each financial period difficult, increases the risk of unanticipated variations in our quarterly results and financial condition, and places pressure on our inventory management and logistics systems. If predicted demand is substantially greater than orders, there may be excess inventory; and alternatively, if

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orders substantially exceed predicted demand, we may not be able to fulfill all of the orders received in each quarter and such orders may be canceled, all of which we experienced from time to time in the past and may do so again in the future. Depending on when they occur in a quarter, developments such as a systems failure, component pricing movements, component shortages, or global logistics disruptions, have in the past adversely impacted, and could in the future adversely impact, our inventory levels and results of operations in a manner that is disproportionate to the number of days in the quarter affected. We experience some seasonal trends in the sale of our products that also have produced, and may in the future produce, variations in our quarterly results and financial condition. Many of the factors that create and affect seasonal trends are beyond our control.

Separately, periodic supply chain shortages and constraints have, in some instances, resulted in, and may result in, increases to the costs of production of our hardware products that we have, at times, not been able to, and may, in the future, not be able to pass on to our customers. We have, in some instances, responded to such constraints by committing to higher inventory purchases and balances relative to our historical positions in order to secure manufacturing capacity, components to fulfill orders, or both. While these measures have been taken to shorten lead times to deliver products to customers, they may also result in excess or obsolete components in the future if the demand for our products is less than we anticipate or orders are cancelled, which could adversely affect our business and financial performance.

We make estimates and assumptions in connection with the preparation of our Consolidated Financial Statements and any changes to those estimates and assumptions could adversely affect our results of operations.

In connection with the preparation of our Consolidated Financial Statements, we use certain estimates and assumptions based on historical experience and other factors. Our most critical accounting estimates are described in the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations.” in this Annual Report on Form 10-K. In addition, as discussed in Note 1, “Overview and Summary of Significant Accounting Policies—Use of Estimates” and Note 17, “Litigation, Contingencies, and Commitments,” to our Condensed Consolidated Financial Statements in Item  8 of Part II of this Annual Report on Form 10-K, we make certain estimates, including decisions related to purchase price and purchase price adjustments, as well as provisions for legal proceedings and other contingencies. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could adversely affect our results of operations.

We periodically evaluate goodwill and intangible assets to determine whether all or a portion of their carrying values may be impaired, in which case an impairment charge may be necessary. The value of goodwill may be materially and adversely affected if businesses that we acquire perform in a manner that is inconsistent with our assumptions at the time of acquisition. In addition, from time to time, we divest businesses, and any such divestiture could result in significant asset impairment and disposition charges, including those related to goodwill and intangible assets. During fiscal 2025, we recognized an impairment charge of $1.6 billion (which includes the $1.4 billion impairment charge disclosed in our Form 10-Q for the fiscal period ended April 30, 2025) for goodwill related to the Hybrid Cloud reporting unit, which was predominantly driven by an increase in the discount rate used in the analysis, as well as a strategic shift away from Non-IP storage business. Any future evaluations resulting in an impairment of goodwill or intangible assets could materially and adversely affect our results of operations and financial condition in the period in which the impairment is recognized.

Declaration, payment and amounts of dividends, if any, to holders of our shares will be uncertain.

Our board of directors ~~will~~has ~~have~~ the discretion to determine whether any dividends on our common stock will be declared, when dividends, if any, are declared, and the amount of such dividends. We expect that such determination would be based on a number of considerations, including our results of operations and capital management plans, availability of funds, our access to capital markets, as well as industry practice, and other factors deemed relevant by our board of directors.

In addition, on September 13, 2024, we issued 30,000,000 shares of 7.625% Series C Mandatory Convertible Preferred Stock with a dividend rate of 7.625% per annum on the liquidation preference of $50 per share (the “Preferred Stock”). The Preferred Stock ranks senior to our common stock with respect to the payment of dividends. As long as any share of Preferred Stock is outstanding, unless all accumulated and unpaid dividends on the Preferred Stock for all preceding dividend periods have been declared and paid in full or declared and set apart for payment, we may not declare, pay or set apart for payment any dividends on our common stock or any other class or series of stock that ranks junior to the Preferred Stock. Dividends on the Preferred Stock are discretionary and cumulative. Holders of Preferred Stock will only receive dividends on their shares when, as and if declared by our board of directors. If dividends on the Preferred Stock have not been declared and paid for the equivalent of six or more quarterly dividend periods, whether or not consecutive, holders of Preferred Stock, together as a class with holders of any other series of parity stock with like voting rights, will be entitled to vote for the election of two additional directors to our board of directors. This right to elect additional directors to our board of directors will dilute the representation of our stockholders on our board of directors and may adversely affect the market price of our common stock. When quarterly dividends have been declared and set apart for payment in full, the right of the holders of Preferred Stock to elect these two additional directors will cease, the terms of office of these two directors will forthwith terminate and the number of directors constituting our board of directors will be reduced accordingly. Additional risks related to the Preferred Stock are contained in the prospectus supplement dated September 10, 2024.

Legal, Regulatory, and ~~Government~~Compliance Risks

~~Our business is subject to various federal, state, local and foreign laws and regulations that could result in costs or other sanctions that adversely affect our business and results of operations.~~ 36

We are subject to various US (federal, state, and local), and foreign laws and regulations. Laws and regulations may change in ways that will require us to modify our business model and objectives or affect our returns on investments by restricting existing activities and products, subjecting them to escalating costs or prohibiting them outright. For example, as a result of laws and regulations concerning responsible and sustainable business practices, we face increasing complexity related to product design, safety and compliance; the use of regulated, hazardous, and scarce materials; the management, movement and disposal of hazardous substances and waste; the associated energy consumption and efficiency related to operations and the

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~~use~~Unfavorable ofresults ~~products, services, and solutions; the transportation and shipping~~ of products and other materials; supply chain due diligence; climate change adaptation and mitigation; greenhouse gas emissions; sustainability-related regulations and reporting requirements; and the reuse, recycling and/or disposal of products and their components at end-of-use or useful life and associated operational or financial responsibility. A significant portion of our hardware revenues come from international sales. Any changes to current environmental legal ~~requirements may increase our cost of doing business internationally and impact our hardware revenues from the EU~~proceedings, ~~U.S.~~investigations, ~~China, India~~ and~~/or~~ other ~~countries~~disputes ~~proposing~~could orharm ~~adopting~~our ~~similar~~business ~~environmental legal requirements. In addition, other sustainability reporting-related laws, regulations, treaties,~~ and similar initiatives and programs are being proposed, adopted, and implemented throughout the world If we were to violate or become liable under environmental or certain sustainability-related laws or if our products become non-compliant with such laws or market access requirements, it could result in ~~loss~~substantial ~~of market access or limit offerings in those markets or our customers may refuse to purchase our products, and we could incur~~ costs ~~or face other sanctions, such as restrictions on our products entering certain jurisdictions, fines, and/or civil or criminal sanctions~~. Environmental regulations may also impact the availability and cost of energy or emissions related to energy consumption which may increase our cost of manufacturing and/or the cost of powering and cooling owned IT infrastructures.

InWe ~~addition,~~are ~~our~~involved ~~business~~in isvarious ~~subject~~claims, tosuits, aninvestigations, ~~ever-growing~~and ~~number~~legal ofproceedings ~~laws~~that ~~and~~arise ~~regulations~~from ~~addressing~~time ~~privacy~~to ~~and~~time ~~information~~in ~~security, including~~ the ~~use~~ordinary ofcourse ~~AI. In particular, we face an increasingly complex global regulatory environment and patchwork~~ of ~~state~~business ~~laws~~or ~~in the U~~otherwise.~~S.,~~ ~~increasing~~Additional ~~the~~legal ~~risks~~claims ~~addressing~~or ~~these~~ regulatory ~~requirements~~matters ~~and~~affecting inus ~~responding to potential security~~ and ~~data~~our ~~incidents.~~subsidiaries ~~The~~may ~~increase~~arise in ~~aaS~~the ~~offerings~~future ~~may~~and ~~also~~could beinvolve ~~impacted~~stockholder, byconsumer, ~~data~~regulatory, ~~localization~~compliance, ~~and~~intellectual ~~international~~property, ~~data~~antitrust, ~~transfer~~tax, ~~requirements~~trade, ~~under various~~ privacy, ~~laws~~employment, ~~including~~warranty ~~the~~or ~~European~~product ~~Union’s~~claims, ~~General~~and ~~Data~~other ~~Protection~~issues ~~Regulation.~~on ~~Given~~a ~~our~~global ~~significant~~basis. ~~employee~~In ~~and~~addition, ~~operational~~we ~~presence~~have inreceived ~~India~~inquiries, ~~the~~and ~~Digital~~may ~~Personal~~be ~~Data~~subject ~~Protection~~to ~~Act~~demands, ~~(which~~claims, ~~was~~lawsuits, ~~approved~~regulatory ~~in August 2023) has imposed~~investigations, and ~~may~~additional ~~continue~~inquiries to(including ~~impose,~~those ~~additional~~from ~~restrictions~~U.S. ~~and~~or ~~compliance~~foreign ~~costs~~governmental ~~on us~~authorities). ~~Furthermore,~~Litigation ~~the~~is ~~rapid~~inherently ~~development~~unpredictable. ~~and~~Regardless ~~deployment~~ of ~~tools~~the ~~that~~merits ~~leverage~~of AIa isclaim, ~~also~~the ~~causing~~expense ~~governments~~of toinitiating ~~consider~~ and ~~implement regulation of AI~~defending, ~~even~~and ~~for~~in AIsome ~~that~~cases ~~does~~entering ~~not~~into ~~pertain~~settlements toof ~~personal data~~claims, ~~which~~such islitigation ~~impacting~~ and investigations may ~~further~~be ~~impact~~costly, ~~the use~~ and ~~incorporation~~may ofcause AIus ~~capabilities~~to insuffer ~~our~~reputational ~~offerings~~harm, ~~and~~divert ~~in our customer~~management’s ~~demand~~attention ~~for~~from ~~such~~day-to-day ~~offerings.~~operations Weof ~~have~~our ~~received inquiries~~business, and may berequire ~~subject~~us to ~~demands,~~implement ~~claims,~~certain ~~lawsuits,~~remedial ~~regulatory~~measures ~~investigations,~~that ~~and~~could ~~additional~~disrupt ~~inquiries~~our ~~(including~~business, ~~those~~operations, ~~from~~results ~~U.S.~~of oroperations, ~~foreign~~financial ~~governmental authorities)~~condition, ~~relating~~or tocash AIflows. ~~use~~In ~~cybersecurity~~addition, ~~and~~if ~~data incidents that~~ we ~~have~~fail ~~experienced~~to orcomply ~~may~~with in the ~~future~~terms ~~experience.~~of Ifany wesettlement ~~were~~agreement, towe ~~violate~~could orface ~~become~~more ~~liable~~substantial ~~under~~penalties. ~~laws~~An orunfavorable ~~regulations~~resolution ~~associated~~of ~~with~~one ~~privacy~~ or ~~security~~more ~~or the use~~ of ~~AI,~~these wematters could ~~incur~~adversely ~~substantial~~affect ~~costs~~our ~~or be exposed to potential regulatory fines~~business, ~~civil~~results orof ~~criminal sanctions~~operations, ~~third-party~~financial ~~claims~~condition, ~~and~~or ~~reputational~~cash ~~damage~~flows. ~~Our~~Even ~~actual~~if orwe ~~perceived~~are ~~failure~~not tonamed ~~comply~~a ~~with~~party ~~applicable~~to ~~laws~~a ~~and~~particular ~~regulations~~suit, orwe ~~other~~may ~~obligations~~be ~~relating~~subject to ~~these~~indemnification ~~topics~~obligations ~~could subject us~~ to ~~liability~~the tonamed ~~our customers~~parties, ~~data~~including ~~subjects,~~our ~~suppliers,~~directors ~~business partners, employees,~~ and ~~others,~~executive ~~give~~officers ~~rise~~as towell ~~legal~~as ~~and/or~~other ~~regulatory~~third ~~action~~parties, ~~could~~that ~~damage our reputation or~~ could ~~otherwise~~subject ~~materially~~us ~~harm~~to ~~our~~liability ~~business,~~for ~~any~~damages ofor ~~which~~other ~~could~~amounts ~~have~~payable anas ~~adverse~~a ~~effect~~result onof ~~our~~such ~~business,~~judgments ~~operating~~or ~~results, and financial condition~~settlements.

Third-party claims of intellectual property infringement, including patent infringement, are commonplace in our industry and successful third-party claims may limit or disrupt our ability to sell our products and services.

Third parties may claim that we or customers indemnified by us are infringing upon or otherwise violating their intellectual property rights. Patent assertion entities frequently purchase intellectual property assets for the purpose of extracting infringement settlements. Furthermore, our exposure to these risks associated with the use of intellectual property may be increased as a result of acquisitions; not only do we have a lower level of visibility into the development process with respect to such technology or the care taken to safeguard against infringement risks, but also third parties may make infringement and similar claims only after we have acquired technology that had not been asserted prior to our acquisition. If we cannot license, or replace, allegedly infringed intellectual property on reasonable terms, our operations could be adversely affected. In addition, there is uncertainty around the validity and enforceability of intellectual property rights related to our use, development, and deployment of AI and AI systems and solutions. Our use of AI technologies, whether created by us for internal or customer use cases or otherwise incorporated from external sources into our offerings, could lead to claims of infringement of third-party intellectual property rights, or allegations of non-compliance with the law. Even if we believe that intellectual property and non-compliance claims are without merit, they can be time-consuming and costly to defend against and may divert management's attention and resources away from our business. Claims of intellectual property infringement also might require us to redesign affected products, discontinue certain product offerings, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from importing, marketing, or selling certain of our products. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable or unwilling to uphold its contractual obligations to us.

Our business is subject to various federal, state, local, and foreign laws and regulations that could result in costs or other sanctions that adversely affect our business and results of operations.

We are subject to various US (federal, state, and local), and foreign laws, regulations, executive orders and policies affecting the sale of our products and services in a number of areas. Laws and regulations may change in ways that will require us to modify our business model and objectives or affect our returns on investments by restricting existing activities and products, subjecting them to escalating costs or prohibiting them outright.

For example, as a result of laws and regulations concerning responsible and sustainable business practices, we face increasing complexity related to product design, safety and compliance; the use of regulated, hazardous, and scarce materials; the management, movement and disposal of hazardous substances and waste; the associated energy consumption and efficiency related to operations and the use of products, services, and solutions; the transportation and shipping of products and other materials; supply chain due diligence; climate change adaptation and mitigation; greenhouse gas emissions; sustainability-related regulations and reporting requirements; and the reuse, recycling and/or disposal of products and their components at end-of-use or useful life and associated operational or financial responsibility. Since a significant portion of our hardware revenues come from international sales, any changes to current environmental legal requirements may increase our cost of doing business internationally and impact our hardware revenues from the EU, U.S., China, India and/or other countries proposing or adopting similar environmental legal requirements. In addition, other sustainability reporting-related laws, regulations, treaties, and similar initiatives and programs are being proposed, adopted, and implemented in U.S. states, including California, and throughout the world. If we were to violate or become liable under environmental or certain

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sustainability-related laws or if our products become non-compliant with such laws or market access requirements, it could result in loss of market access or limit offerings in those markets or our customers may refuse to purchase our products, and we could incur costs or face other sanctions, such as restrictions on our products entering certain jurisdictions, fines, and/or civil or criminal sanctions. Environmental regulations may also impact the availability and cost of energy or emissions related to energy consumption which may increase our cost of manufacturing and/or the cost of powering and cooling owned IT infrastructures.

In addition, a wide variety of provincial, state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data. Furthermore, our business is also subject to an ever-growing number of laws and regulations addressing privacy and information security, including the use of AI. In particular, we face an increasingly complex global regulatory environment and patchwork of state laws in the U.S., increasing the risks associated with addressing these regulatory requirements and in responding to potential security and data incidents. The increase in aaS offerings may also be impacted by data localization and international data transfer requirements under various global data protection laws that may continue to impose additional restrictions and compliance costs on us. Furthermore, the rapid development and deployment of tools that leverage AI are also causing governments to accelerate efforts to regulate AI and restrict purchases that include AI, even for AI that does not pertain to personal data, which is impacting and may further impact the use and incorporation of AI capabilities in our offerings and in our customers’ demand for such offerings. In addition, the interpretation and application of privacy and data protection-related laws in some cases is uncertain, and our legal and regulatory obligations are subject to frequent changes, including the potential for various regulators or other governmental bodies to enact new or additional laws or regulations, to issue rulings that invalidate prior laws or regulations, or to increase penalties. Further, evolving and changing definitions of personal data and personal information, within the EU, the U.S., the U.K., and elsewhere, to include IP addresses, machine identification information, location data, and other information, may limit or inhibit our ability to operate or expand our business, including limiting business relationships and partnerships that may involve the sharing or uses of data. All of these dynamics create a legal landscape where compliance with these laws and regulations can be costly, distract management and technical personnel, and can delay or impede the development and offering of new products and services, which may ultimately negative impact our business and operating results.

If we were to violate or become liable or subject to enforcement action under laws or regulations associated with any of the above laws or regulations, we could incur substantial costs or be exposed to potential regulatory fines, civil or criminal sanctions, third-party claims, and reputational damage. Our actual or perceived failure to comply with applicable laws and regulations or other obligations relating to these topics could subject us to liability to our customers, data subjects, suppliers, business partners, employees, and others; give rise to legal and/or regulatory action; could damage our reputation; could limit or restrict our ability to sell to government customers in the U.S. and abroad; or could otherwise materially harm our business, any of which could have an adverse effect on our business, operating results, and financial condition.

Jurisdictions in which we have significant operations and assets, such as the U.S., China, India, and the E.U., each have exercised and continue to exercise significant influence over many aspects of their domestic economies including, but not limited to fair competition, tax practices, anti-corruption, anti-trust, responsible sourcing and human rights (including the use of conflict minerals), price controls and international trade, which have had and may continue to have an adverse effect on our business operations and financial condition.

Contracts with federal, state, provincial, and local governments are subject to a number of challenges and risks that may adversely impact our business.

Our contracts with federal, state, provincial, and local governmental customers are subject to various government procurement laws and regulations, required contract provisions, and other requirements relating to contract formation, administration, and performance, as well as local content, manufacturing, information security and security requirements. Furthermore, as a contractor and subcontractor to the U.S. government, our IT systems are subject to federal regulations that require compliance with security and privacy controls. Any violation of government contracting laws and regulations or contract terms could result in the imposition of various civil and criminal penalties, ~~which may include~~ termination of federal government contracts, forfeiture of profits, suspension of payments and fines, treble damages, and suspension from future government contracting. Additionally, changes in underlying regulatory requirements that vary across the geographies in which we operate could increase compliance costs and risks. Such failures could also cause reputational damage to our business. In addition, in the USU.S., we will continue to be subject to qui tam litigation brought by private individuals on behalf of the government relating to our government contracts. If we are suspended or disbarred from government work or if our ability to compete for new government contracts is adversely affected, our financial performance could suffer.

Government contracts impose additional challenges and risks to our sales efforts. ~~Government~~Political ~~demand~~factors, ~~and~~such ~~payment~~as ~~for~~election ~~our products and services may be impacted by public sector budgetary cycles and funding authorizations~~outcomes, ~~including~~changes in ~~connection~~leadership ~~with~~in anone ~~extended~~or ~~government~~more ~~shutdown,~~branches ~~with~~of ~~funding reductions~~government, ~~or delays adversely affecting public sector demand for our products~~ and ~~services.~~the ~~Such~~resulting ~~developments~~potential ~~could~~changes ~~result~~ in ~~material~~government ~~payment~~policies ~~delays,~~have ~~payment reductions~~affected, ~~or contract terminations by our governmental customers, which may impact our results of operations~~ and ~~financial condition. These~~ may ~~also~~in ~~adversely impact~~ the ~~results~~future ofaffect, ~~operations~~the number and ~~financial~~terms ~~condition~~ of government ~~contractors~~contracts ~~with~~entered ~~whom~~into, wethe

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authorizations for programs that we bid on, spending priorities, or how compliance with relevant rules or laws is assessed, and may do so again in the future. Government demand for our products and services has been impacted by public sector staffing and available resources, and government payments may in the future be impacted or delayed for the same reasons (including recent actions taken to reduce the size of the U.S. federal workforce), budgetary cycles and funding authorizations, including in connection with an extended government shutdown, with funding reductions, or delays adversely affecting public sector demand for our products and services. The current U.S. administration's efforts to reduce federal spending and the size of the federal workforce have resulted in and are likely to continue to result in contract terminations, delays, and cancellations of new procurements, and reductions in price and contract scope. While our contracts with government entities are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of or terminate these projects for any or some of the aforementioned reasons. As such, such developments may adversely impact the results of operations and financial condition of government contractors with whom we conduct business., ~~This~~which may in turn cause those government contractors to become unable to meet their obligations under contracts with us, resulting in material payment delays, payment reductions, or contract terminations by our governmental customers, among other adverse consequences. All of the above would negatively impact our results of operations and financial condition.

~~Unanticipated~~The ~~changes~~current inU.S. ~~our~~administration ~~tax~~has ~~provisions~~issued executive orders and taken actions to curtail certain policies and programs that violate federal anti-discrimination laws, ~~the~~including ~~adoption~~requiring U.S. federal contractors and subcontractors to certify that they do not operate any such programs. A violation of ~~new~~these ~~tax~~orders ~~legislation~~or similar federal or ~~exposure~~state toorders, ~~additional~~laws ~~tax~~or ~~liabilities~~regulations or becoming subject to adverse actions could expose us to penalties and sanctions or jeopardize our ability to continue to do work for the U.S. federal government, which may adversely affect our ~~financial~~future ~~performance~~results of operations. An allegation of a violation could result in reputational harm and subject us to increased litigation risk. Additionally, conflicting laws and regulations between federal, state and local governments may make it increasingly difficult for us to do business in every government jurisdiction.

Further, some government customers have implemented and could continue to implement procurement policies that impact our profitability. Procurement policies favoring more non-commercial purchases, different pricing, or evaluation criteria or government contract negotiation offers based upon the customer’s view of what our pricing should be, could affect the margins on such contracts or make it more difficult to compete on certain types of programs. Government customers are continually evaluating their contract pricing and financing practices, and we have no assurance regarding what changes will be proposed, if any, and their impact on our financial position, cash flows, or results of operations.

Unanticipated changes in our tax provisions, the adoption of new tax legislation, or exposure to additional tax liabilities could affect our financial performance.

We are subject to income and other taxes in the United States and numerous foreign jurisdictions. Our tax liabilities are affected by the amounts we charge in intercompany transactions for inventory, services, licenses, funding, and other items. We are subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters, and may assess additional taxes as a result. There can be no assurance that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. In addition, our effective tax rate in the future could be adversely affected by acquisitions, changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the discovery of new information in the course of our tax return preparation process. The carrying value of our deferred tax assets is dependent on our ability to generate future taxable income.

~~The~~Proposals ~~Organization~~to reform U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are taxed on foreign earnings and could increase the U.S. corporate tax rate. Several of the proposals currently being considered, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense, and cash flows. Our future effective tax rate may also be impacted by judicial decisions, changes in interpretation of regulations, as well as additional legislation and guidance. Further, the Organisation for Economic Co-operation and Development (“OECD”), an international association of 38 countries including the United States, has proposed changes to numerous long-standing tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate tax rate of 15%. To date, 4360 countries have enacted portions, or all, of the OECD proposal ~~and a further 22 countries have drafted, or have announced an intent to draft, legislation enacting the proposed rules~~. Where enacted, the rules ~~begin~~are ~~to be~~ effective for us in fiscal 2025. ~~Under~~The USadoption ~~GAAP,~~and ~~the~~effective ~~OECD~~dates ~~Pillar~~of ~~Two~~these rules ~~are~~may ~~considered~~vary anby ~~alternative~~country ~~minimum~~and could increase tax, complexity and ~~therefore~~uncertainty ~~deferred~~and may adversely affect our provision for income taxes. ~~would~~There was not bea ~~recognized~~material orimpact ~~adjusted~~to ~~for~~our ~~the~~fiscal ~~estimated~~2025 ~~effects~~results offrom ~~the~~Pillar ~~future~~Two ~~minimum tax~~legislation. AsWhile awe ~~result,~~do ~~there~~not ~~was~~anticipate noa material adverse impact to our ~~fiscal~~financial ~~2024~~position ~~results.~~in ~~The~~fiscal ~~adoption~~2026, ~~and~~additional ~~effective~~changes ~~dates~~to ofglobal ~~these~~tax ~~rules~~laws ~~may~~are ~~vary~~likely byto ~~country~~occur. ~~and~~For ~~could~~instance, ~~increase~~some ~~tax~~countries ~~complexity~~have enacted, and ~~uncertainty~~others ~~and~~have ~~may~~proposed, ~~adversely~~taxes ~~affect~~based ~~our~~on ~~provision~~gross ~~for~~receipts ~~income~~applicable ~~taxes.~~to Wedigital ~~currently~~services, doregardless ~~not~~of ~~expect~~profitability. aSuch ~~material~~changes ~~impact~~may toadversely affect our ~~fiscal~~tax ~~2025 results~~liability.

During fiscal 2019, we executed a Termination and Mutual Release Agreement which terminated our Tax Matters Agreement with HP Inc. Because we now have limited indemnity rights from HP Inc., we potentially bear more economic risk for certain potential unfavorable tax assessments.39

Risks Related to Prior Separations

The stock distribution in either or both of the completed separations of our former Enterprise Services business and our former Software segment could result in significant tax liability, and DXC Technology Company or Micro Focus International plc (as applicable) may in certain cases be obligated to indemnify us for any such tax liability imposed on us.

The completed separations and mergers of our former Enterprise Services business with DXC Technology Company (“DXC”) (the “Everett Transaction” or “Everett”) and our Software Segment with Micro Focus International plc (“Micro Focus”) (the “Seattle Transaction” or “Seattle”) were conditioned upon the receipt of an opinion from outside counsel regarding the qualification of (i) the relevant distribution and related transactions as a “reorganization” within the meaning of Sections 368(a), 361 and 355 of the Internal Revenue Code of 1986 (the “Code”) and (ii) the relevant merger as a “reorganization” within the meaning of Section 368(a) of the Code. While the Seattle Transaction generally qualified for tax-free treatment for us, Seattle SpinCo and Micro Focus, the acquisition of Seattle SpinCo by Micro Focus resulted in the recognition of gain (but not loss) for U.S. persons who received Micro Focus American Depositary Shares in the Software separation.

Each opinion of outside counsel was based upon and relied on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of us, Everett SpinCo and CSC, or us, Seattle SpinCo and Micro Focus, as applicable. If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if any party breaches any of its covenants in the relevant separation documents, the relevant opinion of counsel may be invalid and the conclusions reached therein could be jeopardized. Notwithstanding the opinions of counsel, the Internal Revenue Service (the “IRS”) could determine that either or both of the distributions should be treated as a taxable transaction if it determines that any of the facts, assumptions, representations, statements or undertakings upon which the relevant opinion of counsel was based are false or have been violated, or if it disagrees with the conclusions in the opinion of counsel. An opinion of counsel is not binding on the IRS and there can be no assurance that the IRS will not assert a contrary position.

If the distribution of Everett SpinCo or Seattle SpinCo, as applicable, together with certain related transactions, failed to qualify as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code, in general, we would recognize taxable gain as if we had sold the stock of Everett SpinCo or Seattle SpinCo, as applicable, in a taxable sale for its fair market value, and our stockholders who receive Everett SpinCo shares or Seattle SpinCo shares in the relevant distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares.

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WeRisks ~~obtained~~Related ~~private letter rulings from the IRS regarding certain U.S. federal income tax matters relating~~ to ~~the~~Our ~~separation~~Prior of our Enterprise Services business and Software Segment. Those rulings concluded that certain transactions in those separations are generally tax-free for U.S. federal income tax purposes. The conclusions of the IRS private letter rulings were based, among other things, on various factual assumptions we have authorized and representations we have made to the IRS. If any of these assumptions or representations are, or become, inaccurate or incomplete, the validity of the IRS private letter rulings may be affected. Notwithstanding the foregoing, we incurred certain tax costs in connection with the completed separation of our former Enterprise Services business and Software Segment, including non-U.S. tax expenses resulting from the completed separation of our former Enterprise Services business and Software Segment in multiple non-U.S. jurisdictions that do not legally provide for tax-free separations, which may be material. If the completed separation of our former Enterprise Services business or Software Segment (including certain internal transactions undertaken in anticipation of those separations) are determined to be taxable for U.S. federal income tax purposes, we, our stockholders that are subject to U.S. federal income tax and/or DXC and/or Micro Focus could incur significant U.S. federal income tax liabilities.Separations

We continue to face a number of risks related to our separation from HP Inc., our former parent, including those associated with ongoing indemnification obligations, which could adversely affect our financial condition and results of operations, and shared use of certain intellectual property rights, which could in the future adversely impact our reputation.

In connection with our separation from HP Inc. on November 1, 2015 (the “Separation”), Hewlett Packard Enterprise and HP Inc. entered into several agreements that determine the allocation of assets and liabilities between the companies following the Separation and include any necessary indemnifications related to liabilities and obligations. In these agreements, HP Inc. agreed to indemnify us for certain liabilities, and we agreed to indemnify HP Inc. for certain liabilities, including cross-indemnities that are designed and intended to place financial responsibility for the obligations and liabilities of our business with us, and financial responsibility for the obligations and liabilities of HP Inc.'s business with HP Inc. We may be obligated to fully indemnify HP Inc. for certain liabilities under the Separation agreements or HP Inc. may not be able to fully cover their indemnification obligations to us under the same Separation agreements. Each of these risks could negatively affect our business, financial position, results of operations, and cash flows.

In addition, the terms of the Separation also include licenses and other arrangements to provide for certain ongoing use of intellectual property in the operations of both businesses. For example, through a joint brand holding structure, both Hewlett Packard Enterprise and HP Inc. retain the ability to make ongoing use of certain variations of the legacy Hewlett-Packard and HP branding, respectively. As a result of this continuing shared use of the legacy branding there is a risk that conduct or events adversely affecting the reputation of HP Inc. could also adversely affect our reputation.

General Risks

Our stock price has fluctuated and may continue to fluctuate, which may make future prices of our stock difficult to predict.

Investors should not rely on recent or historical trends to predict future stock prices, financial condition, results of operations, or cash flows. Our stock price, like that of other technology companies, can be volatile and can be affected by, among other things, speculation, coverage, or sentiment in the media or the investment community; the announcement and anticipated timing of new, planned or contemplated products, services, technological innovations, acquisitions, divestitures, or other significant transactions by us or our competitors; developments in our ~~as-a-service~~aaS business model; our perceived progress in integrating acquired companies; our quarterly financial results and comparisons to estimates by the investment community or financial outlook provided by us; the financial results and business strategies of our competitors; inflation; market volatility or downturns caused by outbreaks, epidemics, pandemics, geopolitical tensions or conflicts, or other macroeconomic dynamics; developments relating to pending investigations, claims, and disputes; or the timing and amount of our share repurchases. General or industry specific market conditions or stock market performance or domestic or international macroeconomic and geopolitical factors unrelated to our performance also may affect the price of our stock. Volatility in the price of our securities could result in the filing of securities class action litigation matters, which could result in substantial costs and the diversion of management time and resources.

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ITEM 1B. Unresolved Staff Comments.

None.

ITEM 1C. Cybersecurity.

Risk Management and Strategy

Our Cybersecurity and Digital Risk Management (“CDRM”) organization, under the leadership of a Global Chief Information Security Officer (“Global CISO”), operates a cybersecurity program that is designed to help us ~~assess~~identify, ~~identify~~assess, manage, and mitigate risks relating to cybersecurity threats and incidents. We design our cybersecurity standards, policies, processes and controls to operate in an integrated manner, leveraging applicable industry standards and security frameworks, including the NIST Cybersecurity Framework, as ~~guides~~guidance in supporting our ability to perform such functions.

CDRM manages our cybersecurity program, including by fostering collaboration with partners across business units and ~~functional~~global ~~areas~~functions to identify and assess material cybersecurity threats, evaluate their severity, and ~~explore~~establish ~~ways~~actions to mitigate and manage such risks. Business units and ~~functional~~global ~~areas~~functions are responsible for ~~managing~~addressing risks and implementing our policies and standards within the respective business unit or function. Compliance with our policies and standards is assessed by ~~CDRM~~our ininternal ~~conjunction~~audit organization, through periodic cybersecurity audits. The results of these audits, together with our learnings from internal ~~audit~~and ~~function~~external threats, ~~through~~drive periodic reassessment of and structured updates to our cybersecurity ~~audits~~framework, as deemed necessary or appropriate. As part of our cybersecurity program, we also evaluate data collected from our attack surface management tools using a framework that quantifies the likelihood and severity of risks to produce a prioritized set of vulnerabilities for remediation. We also require mandatory cybersecurity training for employees and periodically conduct Company-wide phishing simulations.

As part of our cybersecurity program, we maintain a Cyber Risk Management Program that seeks to address key risk management concepts, including mission and vision, escalation path for risk mitigation, risk assessments, and risk treatment. We do so by conducting a variety of planning and preparedness activities, including employing monitoring tools to identify suspicious or anomalous activity, vulnerabilities, or signs of compromise across our networks, systems, and data. We utilize data from attack surface management tools to produce a prioritized set of vulnerabilities for remediation. We also require mandatory cybersecurity training for employees and periodically conduct Company-wide phishing simulations.

To aide in assessing material risks from cybersecurity threats, our enterprise risk management (“ERM”) program incorporates cybersecurity risks as part of its process to assess overall risk of the Company. The ERM organization supports management by facilitating a semi-annual risk assessment, which documents the priority and status of these risks and aligns them with our strategic mitigation efforts. ERM is structured using a framework based on guidance from the Committee of Sponsoring Organizations of the Treadway Commission on Enterprise Risk Management Integrating Strategy with Performance.

Within CDRM, our Cybersecurity Defense Center (“CDC”) has established policies, processes, and controls that are designed to monitor, detect, investigate, respond to, and escalate management of cybersecurity threats and incidents. If we experience a cybersecurity incident, the CDC activates anour incident response plan, which includes processes to enable us to triage, assess severity of, escalate, contain, investigate, and remediate the incident, as well as to comply with applicable legal obligations and mitigate brand and reputational harm. Based on initial investigation into such incident’s impact to the Company, the actor(s) involved, and other factors, the CDC assigns a severity level to an incident, which dictates the escalation path for a given incident. For incidents rising to higher levels of severity, the Cyber Governance and Incident Disclosure Committee, a cross-functional committee spanning cybersecurity, IT, legal, finance, enterprise risk management, and compliance teams, assesses the severity and potential materiality of such incidents and, as appropriate, escalates to designated members of our senior management for further assessment, response, and remediation. Additionally, we have established a Cyber Crisis Management Team, which is responsible for addressing and responding to the most severe cyber incidents. If warranted, senior management notifies the Audit Committee and/or the full Board of Directors, as appropriate. Throughout this process, the CDC continues to investigate the incident and, as its understanding of the incident evolves, updates its severity assessment, as necessary.

We engage third-party security experts, assessors, and consultants, as appropriate, to assess our cybersecurity risk management processes; support our ongoing certification efforts; help identify areas for continued focus, improvement, and compliance; and support incident response functions, to the extent necessary, all of which support our cybersecurity program. From time to time, we conduct third-party-administered, as well as internally administered, tabletop exercises, ~~which~~that simulate cybersecurity threats, to assess our existing cybersecurity infrastructure and incident response processes. We also periodically conduct offensive security assessments and vulnerability tests, and continuously monitor our computing environments to gain visibility into our security posture and detect vulnerabilities, abnormalities, or signs of compromise.

In addition to monitoring risks from threats to our own assets, we ~~administer~~apply third-party risk management practices that endeavor to help identify and manage supply chain and vendor risk arising from ~~some of~~ our ~~key~~critical suppliers and other service provider organizations. We do so in a variety of ways, such as gathering information on third parties’ cybersecurity programs and controls, performing due diligence, undertaking cybersecurity reviews and/or audits, and/or mandating certain contractual requirements, such as notification of cybersecurity incidents and return or destruction of all HPE data upon termination of the relationship.

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Governance

Our Global CISO, who reports to our Chief Operating and Legal Officer (“COLO”), has principal management-level responsibility for our cybersecurity program, which includes assessing and managing our cybersecurity risks, along with developing and implementing cybersecurity processes, policies, and controls that are used for managing cybersecurity risk across the Company. Our Global CISO isjoined ~~supported~~HPE ~~by the CISO of Cyber Defense and the CISO of Cyber Governance – both of whom have extensive experience~~ in ~~private~~January ~~sector~~2025, ~~cybersecurity roles –~~ and apreviously ~~team~~held ~~of cybersecurity professionals with~~ relevant ~~educational~~leadership ~~and~~positions ~~industry~~at ~~experience.~~other The Global CISO periodically meets with the Cyber Governance and Incident Disclosure Committee, our enterprise risk management function and chief-level executives to discuss cybersecurity risks, as well as related mitigation and remediation activities. The CDC monitors the prevention, detection, investigation, mitigation, response to, and remediation of cybersecurity incidents, and regularly reports to our CISO of Cyber Defense, who then subsequently reports to the Global CISO.

Our Board of Directors is responsible for overseeing cybersecurity risk, primarily through the Audit Committee. Cybersecurity reviews by the Audit Committee and the Board of Directors are scheduled to occur at least quarterly and annually, respectively, or more frequently, as deemed necessary or advisable. Such presentations to the Audit Committee and Board of Directors, as applicable, are made by our COLO and Global CISO and address topics such as cybersecurity threats, incidents, risks, results from internal and third-party assessments, progress towards risk-mitigation goals, the functioning of our incident response program, and regulatory developments. At times, the Audit Committee may receive additional cybersecurity risk reviews from other members of management and/or internal cybersecurity experts on certain of our key business segments and products. The Audit Committee regularly reports to our Board of Directors regarding the committee’s oversight of such cybersecurity matters. Additionally, the COLO and Global CISO may provide ad hoc updates to the Board of Directors and/or the Audit Committee if necessitated by a security incident or other significant developments. 41

HPE, like all organizations operating in the technology landscape, faces significant and persistent cybersecurity risks. To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incident, have materially affected us, including our business strategy, results of operations, or financial condition. Notwithstanding our cybersecurity program, we may not be successful in identifying a cybersecurity risk or preventing or mitigating a cybersecurity incident or vulnerability, which if realized, could reasonably likely materially affect us. Additional information on the cybersecurity risks we face can be found in the section titled “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K.

Our prior Global CISO departed HPE at the end of October 2024. We have identified a successor, who will join HPE in January 2025, previously served in relevant leadership positions at other public and private companies, and will bring over two decades of technology experience spanning information security and IT, including serving as CISO at other large companies. In the interim, our CDRM organization has been and will be led by our CISO of Cyber Defense and CISO of Cyber Governance, both reporting directly to our COLO.

ITEM 2. Properties.

As of October 31, 2024, we owned or leased approximately 11 million square feet of space worldwide, which included 3 million square feet of vacated space. A summary of the Company's operationally utilized space is provided below.

	As of October 31, 2024
	Owned		Leased		Total
	(Square feet in millions)
Administration and support	2		4		6
(Percentage)	33	%	67	%	100	%
Core data centers, manufacturing plants, research and development facilities, and warehouse operations	1		1		2
(Percentage)	50	%	50	%	100	%
Total	3		5		8
(Percentage)	37	%	63	%	100	%

We believe that our existing properties are in good condition and are suitable for the conduct of our business. Substantially all of our properties are utilized in whole or in part by our Server, Hybrid Cloud, and Intelligent Edge segments.

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public and private companies. He brings over two decades of technology experience spanning information and cyber security, including serving as CISO at other large companies. Our Global CISO is supported by a leadership team managing Cyber Defense; Governance, Risk, and Compliance; Security Strategy; Cybersecurity Architecture and Engineering; and Identity and Access Management, all of whom have extensive experience in private sector cybersecurity roles. Supporting these leaders is a team of cybersecurity professionals with relevant educational and industry experience. The Global CISO periodically meets with the Cyber Governance and Incident Disclosure Committee, our enterprise risk management function, and chief-level executives, as well as the Audit Committee of our Board of Directors, to discuss cybersecurity risks, as well as related mitigation and remediation activities. The CDC monitors the detection, investigation, mitigation, response to, and remediation of cybersecurity incidents, and regularly reports to our Global CISO, engaging with the Executive Committee and the Cyber Crisis Management Team, as appropriate.

Our Board of Directors is responsible for overseeing cybersecurity risk, primarily through the Audit Committee. Cybersecurity reviews by the Audit Committee and the Board of Directors are scheduled to occur at least quarterly and annually, respectively, or more frequently, as deemed necessary or advisable. Such presentations to the Audit Committee and Board of Directors, as applicable, are made by our COLO and Global CISO, utilizing performance metrics established by CDRM and reported through the ERM framework, and address topics such as cybersecurity threats, incidents, risks, results from internal and third-party assessments, progress towards risk-mitigation goals, the functioning of our incident response program, and regulatory developments. At times, the Audit Committee may receive additional cybersecurity risk reviews from other members of management and/or internal cybersecurity experts on certain of our key business segments and products. The Audit Committee regularly reports to our Board of Directors regarding the committee’s oversight of such cybersecurity matters. Additionally, the COLO and Global CISO may provide ad hoc updates to the Board of Directors and/or the Audit Committee if necessitated by a security incident or other significant developments.

HPE, like all organizations operating in the technology landscape, faces significant and persistent cybersecurity risks, which influence business strategy and operations. To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incident, have materially affected us, including our business strategy, results of operations, or financial condition. Notwithstanding our cybersecurity program, we may not be successful in identifying a cybersecurity risk or preventing or mitigating a cybersecurity incident or vulnerability, which if realized, could reasonably likely materially affect us. Additional information on the cybersecurity risks we face can be found in the section titled “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K.

ITEM 2. Properties.

As of October 31, 2025, we owned or leased approximately 13 million square feet of space worldwide, which included 3 million square feet of vacated space. A summary of the Company's operationally utilized space is provided below.


	As of October 31, 2025
	Owned		Leased		Total
	(Square feet in millions)
Administration and support	1		5		6
(Percentage)	17	%	83	%	100	%
Core data centers, manufacturing plants, research and development facilities, and warehouse operations	2		2		4
(Percentage)	50	%	50	%	100	%
Total	3		7		10
(Percentage)	30	%	70	%	100	%

Principal Executive Offices

Our principal executive offices, including our global headquarters, are located at 1701 East Mossy Oaks Road, Spring, Texas, 77389, United States of America.

Product Development, Services and Manufacturing

The location of our major product development, services, manufacturing, and Hewlett Packard Labs facilities are as follows:

Americas Puerto Rico—Aguadilla United States—Alpharetta, Andover, Chippewa Falls, Colorado Springs, Fort Collins, Houston, Milpitas, Roseville, Santa Clara, Spring, Sunnyvale Europe, Middle East, Africa United Kingdom—Erskine Asia Pacific China—Beijing India—Bangalore Japan—TokyoSingapore—SingaporeTaiwan—Taipei42

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Americas Puerto Rico—Aguadilla United States—Alpharetta, Andover, Chippewa Falls, Colorado Springs, Fort Collins, Herndon, Houston, Milpitas, Roseville, San Jose, Spring, Sunnyvale, Westford						Europe, Middle East, Africa Netherlands—Amsterdam United Kingdom—Erskine
Asia Pacific India—Bangalore Singapore—Singapore Taiwan—Taipei

ITEM 3. Legal Proceedings.

Information with respect to this item may be found in Note 17, “Litigation, Contingencies, and Commitments,” to the Consolidated Financial Statements in Item 8 of Part II, which is incorporated herein by reference.

ITEM 4. Mine Safety Disclosures.

Not applicable.

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PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

The common stock of Hewlett Packard Enterprise is listed on the New York Stock Exchange with the ticker symbol “HPE.”

Holders

As of December 910, ~~2024~~2025, there were 4340,~~102~~736 stockholders of record of Hewlett Packard Enterprise common stock.

Dividends

During fiscal ~~2024~~2025, we paid a quarterly dividend of $0.13 per share of common stock to our holders of common stock. On December 54, ~~2024~~2025 we declared a quarterly dividend of $0.131425 per share of common stock, payable on January 16, ~~2025~~2026, to stockholders of record as of the close of business on December 2019, ~~2024~~2025.

We also declared a cash dividend of $0.~~82604167~~953125 per share of our 7.625% Series C Mandatory Convertible Preferred Stock (the “Preferred Stock”), which was paid on December 1, ~~2024~~2025, to holders of record as of the close of business on November 15, ~~2024~~2025.

The payment of any dividends in the future on shares of our common stock and our Preferred Stock, and the timing and amount thereof, is within the sole discretion of our Board of Directors. Our Board of Directors' decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt, industry practice, legal requirements, regulatory constraints, and other factors that our Board of Directors deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. Furthermore, so long as any share of our Preferred Stock remains outstanding, no dividend on shares of common stock (or any other class of stock junior to the Preferred Stock) shall be declared or paid unless all accumulated and unpaid dividends for all preceding dividend periods for the Preferred Stock have been declared and paid in full in cash, shares of our common stock or a combination thereof, or a sufficient sum of cash or number of shares of our common stock has been set apart for the payment of such dividends, on all outstanding shares of the Preferred Stock. We cannot guarantee that we will continue to pay a dividend in any future period.

Issuer Purchases of Equity Securities

Fourth Quarter of Fiscal 2024	Total Number of Shares Purchased and Settled	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
Fourth Quarter of Fiscal 2025	Total Number of Shares Purchased and Settled	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
	In thousands, except per share amounts
Month 1 (August 2024)	115	$	19.84	115	$	861,886
Month 1 (August 2025)	—	$	—	—	$	711,642
Month 2 (September 2024)	—	—		—	861,886
Month 2 (September 2025)	1,310	24.69		1,310	679,298
Month 3 (October 2024)	2,363	20.35		2,363	$	813,792
Month 3 (October 2025)	2,787	24.28		2,787	$	3,611,641
Total	24,~~478~~097	$	2024.3341	24,~~478~~097

On October 13, 2015, the Company's Board of Directors approved a share repurchase program with a $3.0 billion authorization, which was refreshed with additional share repurchase authorizations of $3.0 billion, $5.0 billion, ~~and~~ $2.5 billion and $3.0 billion on May 24, 2016, October 16, 2017, ~~and~~ February 21, 2018 and October 15, 2025 respectively. This program, which does not have a specific expiration date, authorizes repurchases in the open market or in private transactions. The Company may choose to repurchase shares when sufficient liquidity exists and the shares are trading at a discount relative to estimated intrinsic value. As of October 31, ~~2024~~2025, the Company had a remaining authorization of approximately $03.86 billion for future share repurchases.

Stock Performance Graph and Cumulative Total Return

The graph below shows a comparison of cumulative total stockholder return, the S&P 500 Index, and the S&P Information Technology Index. This graph covers the period from October 31, ~~2019~~2020 through October 31, ~~2024~~2025. This graph assumes the investment of $100 in the stock or the index on October 31, ~~2019~~2020 (and the reinvestment of dividends thereafter).

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The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, future performance of our common stock.

	10/2019		10/2020		10/2021		10/2022		10/2023		10/2024
	10/2020		10/2021		10/2022		10/2023		10/2024		10/2025
Hewlett Packard Enterprise	$	100.00	$	54175.8841	$	96176.2648	$	96195.8499	$	~~107~~255.5545	$	~~140~~328.1865
S&P 500 Index	$	100.00	$	~~109~~142.7089	$	~~156~~122.7500	$	~~133~~134.8235	$	~~147~~185.3638	$	~~203~~225.3510
S&P Information Technology Index	$	100.00	$	~~134~~146.4793	$	~~197~~117.5616	$	~~157~~153.5330	$	~~206~~231.1283	$	~~311~~318.7288

ITEM 6. [Reserved]

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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

For purposes of this Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section, we use the terms “Hewlett Packard Enterprise,” “HPE,” “the Company,” “we,” “us,” and “our” to refer to Hewlett Packard Enterprise Company.

This section of this Form 10-K generally discusses fiscal ~~2024~~2025 and fiscal ~~2023~~2024 items and year-to-year comparisons between fiscal ~~2024~~2025 and fiscal ~~2023~~2024. Discussions of fiscal ~~2022~~2023 items and year-to-year comparisons between fiscal ~~2023~~2024 and fiscal ~~2022~~2023 that are not included in this Form 10-K can be found in “Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the fiscal year October 31, ~~2023~~2024, as filed with the SEC on December 2219, ~~2023~~2024, which is available on the SEC's website at www.sec.gov.

We intend the discussion of our financial condition and results of operations that follows to provide information that will assist the reader in understanding our Consolidated Financial Statements, changes in certain key items in these financial statements from year to year, and the primary factors that accounted for these changes, as well as how certain accounting principles, policies and estimates affect our Consolidated Financial Statements. This discussion should be read in conjunction with our Consolidated Financial Statements and the related notes that appear elsewhere in this document.

This MD&A is organized as follows:

•Trends and Uncertainties. A discussion of material events and uncertainties known to management, such as the mixed macroeconomic environment ofand ~~supply~~heightening ~~chain~~global ~~constraints~~trade ~~(though easing)~~restrictions, uneven demand across our portfolio, increased demand for and adoption of new technologies, ~~conservative~~increased ~~(though~~inventory ~~recovering)~~levels, conservative customer spending environment (though recovering), persistent inflation, foreign exchange pressures, recent tax developments, and ~~pending~~competitive ~~merger~~pricing ~~with Juniper Networks, Inc~~pressures. ~~(“Juniper Networks”).~~

•Executive Overview. A discussion of our business and a summary of our financial performance and other highlights, including non-GAAP financial measures, affecting the Company in order to provide context to the remainder of the MD&A.

•Critical Accounting Policies and Estimates. A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

•Results of Operations. A discussion of the results of operations at the consolidated level is followed by a discussion of the results of operations at the segment level.

•Liquidity and Capital Resources. An analysis of changes in our cash flows, financial condition, liquidity, and cash requirements and commitments.

•GAAP to Non-GAAP Reconciliations. Each non-GAAP financial measure has been reconciled to the most directly comparable GAAP financial measure. This section also includes a discussion of the use, usefulness and economic substance of the non-GAAP financial measures, along with a discussion of material limitations, and compensation for those limitations, associated with the use of non-GAAP financial measures.

TRENDS AND UNCERTAINTIES

During fiscal ~~2024~~2025, the effects of the evolving macroeconomic environment on demand persisted and certain significant developments impacted our operations as follows:

Technological Advancements: We have observed market trends and demand (of customers of various segments and sizes) gravitating towards ~~artificial intelligence (“~~AI”), hybrid cloud, edge computing, data security capabilities, and related offerings. The volume of data at the edge continues to grow, driven by the proliferation of more devices. The need for a unified cloud experience everywhere has grown, as well, in order to manage the growth of data at the edge. Increasing demand for AI is also contributing to changes in the competitive landscape. With the abundance of data, there are opportunities to develop AI tools with powerful computational abilities to extract insights and value from the captured data. ~~Increasing~~Secure ~~demand~~networking that is purpose-built for AI workloads is ~~also~~the ~~contributing~~foundation that enables users to ~~changes~~seamlessly connect and apply AI learnings to such data that lives in various ecosystems. While we believe our recent acquisition of Juniper Networks positions us to capitalize on the ~~competitive~~growing ~~landscape.~~market ~~Our~~opportunities across AI-accelerated computing, data, cloud and networking, our major competitors and emerging competitors are expanding their product and service offerings with integrated products and solutions and exerting increased competitive pressure. We expect these market dynamics and trends to continue in the longer term.

Macroeconomic Uncertainty: The effect of the evolving macroeconomic environment has been impacting industry-wide demand, as customers take longer to work through prior orders and have been adopting a more conservative approach to discretionary IT spending. This has resulted in uneven demand across our portfolio and geographies, particularly for certain of our hardware offerings, as customers have focused investments on modernizing infrastructure, such as migrating to cloud-based 46

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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Macroeconomic Uncertainty: The evolving macroeconomic environment has impacted industry-wide demand, as customers have been taking longer to work through prior orders and, to this day, have been adopting a more strategic approach to discretionary IT spending. While this dynamic has been easing, this has resulted in uneven demand across our portfolio and geographies, particularly for certain of our hardware offerings, as customers have focused investments on modernizing infrastructure, such as migrating to cloud-based offerings, including our own. WeAdditionally, there continues to be significant uncertainty surrounding the tariff environment and import/export regulations due to numerous factors, including but not limited to tariff imposition delays, changes to tariff rates and policies, and enactment of reciprocally restrictive trade policies and measures around the world. These have enhanced global trade uncertainty and contributed to higher prices of components and end products and services. While we have sought to mitigate these adverse impacts by relying on our global supply chain and implementing pricing measures, we expect such a mixed macroeconomic environment to largely continue ~~(though ease slightly)~~ and possibly limit revenue and margin growth in the near term.

Supply Chain: ~~During~~We ~~fiscal 2024, we~~ experienced supply chain constraints for certain components, including graphics processing units (“GPUs”) and accelerated processing units,. ~~but~~Though they have ~~since~~ eased, inat ~~part~~times ~~due~~during tothe ~~increased~~fiscal ~~availability~~year, ofwe ~~supply~~are ~~and~~once ~~lower~~again ~~material~~experiencing such constraints and ~~logistics~~expect ~~costs~~such dynamics to continue in the medium term. ~~Logistics~~The ~~costs~~future ~~decreased~~remains ~~from~~uncertain ~~previously~~due ~~elevated~~to ~~levels~~the asmacroeconomic adynamics ~~result~~discussed ofabove, ~~declines~~which inhave ~~both~~thus ~~expedited~~far ~~shipments~~impacted our ability to import and ~~overall~~export ~~rate~~components ~~costs~~and infinished products and the ~~freight~~costs ~~network~~of doing so. WeAdditionally, logistics costs have been, inand ~~fact~~may continue to remain, high with such changes in trade policies. We have been experiencing higher-than-normal inventory levels, primarily due to frequent component part updates, customers transitioning to the next generation of GPUs, our securing supply ahead of demand, and longer customer acceptance timelines on AI-related orders;. While we ~~expect~~have ~~this~~been ~~trend~~working to ~~continue~~reduce ininventory, any or all of the ~~medium~~aforementioned ~~term~~factors could contribute to sustained higher-than-normal levels and further uncertainty. We have experienced, and expect to continue experiencing, rising input component costs due to various factors, including but not limited to the global trade uncertainties referenced above and a competitive pricing environment, all of which may impact our financial results. We plan to mitigate the impact of these dynamics through continued disciplined cost and pricing management. and supply chain diversification; however, such actions may not be successful.

Recurring Revenue and Consumption Models: We continue to strengthen our core server and storage-oriented offerings and expand our offerings on the HPE GreenLake cloud, to deliver our entire portfolio as-a-service (“aaS”) and become the edge-to-cloud company for our customers and partners. We expect that such flexible consumption model will continue to strengthen our customer relationships and contribute to growth in recurring revenue.

Foreign Currency Exposure: We have a large global presence, with more than half of our revenue generated outside of the U.S. As a result, our financial results can be, and particularly in recent periods have been, impacted by fluctuations in foreign currency exchange rates. We utilize a comprehensive hedging strategy intended to mitigate the impact of foreign currency volatility over time, and we adjust pricing when possible to further minimize foreign currency impacts.

~~Recent~~Public ~~Tax Developments~~Sector: ~~The~~We ~~Organisation~~have ~~for~~a ~~Economic~~number ~~Co-operation~~of ~~and~~engagements ~~Development~~with ~~(“OECD”),~~various anpublic ~~international~~sector ~~association~~entities, ~~of 38 countries~~ including the ~~United~~U.S. ~~States,~~federal ~~has~~government ~~proposed~~and ~~changes to numerous long-standing tax principles, namely,~~ its ~~Pillar Two framework~~agencies, ~~which~~as ~~imposes~~direct aor ~~global~~indirect ~~minimum~~customers ~~corporate tax rate~~ of ~~15%.~~our ToIT ~~date,~~services ~~43 countries have enacted portions, or all, of the OECD proposal~~ and ~~a further 22 countries have drafted, or have announced an intent to draft, legislation enacting the proposed rules~~hardware. ~~Where~~Significant ~~enacted,~~staffing ~~the~~and ~~rules~~resource ~~begin~~reductions toat becertain ~~effective~~public ~~for~~sector usentities increate ~~fiscal 2025. Under US GAAP, the OECD Pillar Two rules are considered~~ an ~~alternative~~uncertain ~~minimum~~environment ~~tax~~ and ~~therefore~~as ~~deferred taxes would not be recognized or adjusted for the estimated effects of the future minimum tax. As~~ a result, ~~there was no impact to~~ our ~~fiscal~~financial ~~2024~~ results. ~~The~~have ~~adoption~~been, and ~~effective dates of these rules~~ may ~~vary~~continue byto ~~country~~be, ~~and~~impacted ~~could~~in ~~increase~~the ~~tax~~near ~~complexity and uncertainty and may adversely affect our provision for income taxes~~term. ~~We currently do not expect a material impact to our fiscal 2025 results.~~

~~The~~Recent ~~Internal~~Tax ~~Revenue~~Developments: ~~Service~~Proposals ~~(“IRS”)~~to isreform ~~conducting audits of our fiscal 2017 through 2022~~ U.S. ~~federal~~and ~~income~~foreign tax ~~returns.~~laws ~~During~~could ~~fiscal~~significantly ~~2023,~~impact ~~the~~how ~~IRS~~U.S. ~~issued~~multinational ~~notices~~corporations ofare ~~proposed~~taxed ~~adjustments~~on ~~(“NOPAs”)~~foreign ~~for~~earnings ~~2017, 2018,~~ and ~~2019~~could ~~relating~~increase tothe ~~our~~U.S. ~~intercompany~~corporate ~~transfer~~tax ~~pricing~~rate. ~~During~~Several of the ~~first~~proposals ~~quarter~~currently ofbeing ~~fiscal 2024~~considered, ~~the~~if ~~IRS~~enacted ~~issued~~into alaw, ~~Revenue~~could ~~Agent~~have ~~Report~~an ~~finalizing~~adverse ~~their~~impact ~~position~~ on ~~the~~our ~~NOPAs~~effective ~~for~~tax ~~the~~rate, ~~same~~income ~~issues~~tax expense, and ~~same~~cash ~~fiscal years~~flows. ~~However,~~Our wefuture ~~disagreed~~effective ~~with~~tax ~~the~~rate ~~IRS’~~may ~~adjustments~~also ~~and~~be ~~believe~~impacted ~~the~~by ~~positions~~judicial ~~taken~~decisions, onchanges ~~our~~in ~~tax~~interpretation ~~returns~~of ~~are~~regulations, ~~more~~as ~~likely~~well ~~than~~as ~~not~~additional tolegislation ~~prevail on technical merits~~ and ~~have~~guidance. ~~continued~~Further, ~~with~~the ~~settlement~~Organisation ~~discussions~~for ~~with~~Economic ~~the~~Co-operation ~~IRS.~~and ~~During~~Development ~~the~~(“OECD”), ~~third~~an ~~quarter~~international association of ~~fiscal~~38 ~~2024,~~countries weincluding ~~submitted~~the aUnited ~~formal~~States, ~~settlement~~has ~~offer~~proposed changes to ~~the~~numerous ~~IRS~~long-standing totax ~~facilitate~~principles, ~~the~~namely, ~~closing~~its ofPillar ~~the~~Two ~~audit~~framework, ~~and~~which ~~recorded~~imposes ~~increased~~a ~~reserves~~global ~~for~~minimum ~~unrecognized~~corporate tax ~~benefits~~rate of ~~$122 million~~15%. ~~The~~To ~~impact~~date, of60 ~~the~~countries ~~increase~~have inenacted ~~reserves~~portions, isor ~~almost~~all, ~~entirely~~of ~~offset~~the ~~with~~OECD aproposal. ~~valuation~~Where ~~allowance release~~enacted, ~~and~~ the ~~net~~rules ~~impact~~are toeffective ~~income~~for ~~tax~~us ~~expense~~in ~~for~~ fiscal ~~2024~~2025. ~~was~~The ~~not~~adoption ~~material.~~and Iteffective isdates ~~reasonably~~of ~~possible~~these ~~that~~rules ~~the~~may ~~IRS~~vary ~~audit~~by ~~for~~country ~~fiscal~~and ~~2017~~could ~~through~~increase ~~2019~~tax complexity and uncertainty and may beadversely ~~concluded~~affect inour ~~the~~provision ~~next~~for 12income ~~months,~~taxes. ~~and~~There itwas isnot ~~reasonably~~a ~~possible~~material ~~that~~impact ~~existing~~to ~~unrecognized~~our ~~tax~~fiscal ~~benefits~~2025 ~~related~~results tofrom ~~these~~Pillar ~~years~~Two ~~may~~legislation. beWhile ~~reduced~~we bydo annot ~~amount~~anticipate upa tomaterial ~~$358~~adverse ~~million~~impact ~~within~~to ~~the~~our ~~next~~financial 12position ~~months~~in fiscal 2026, ~~the~~additional ~~majority~~changes ofto ~~which~~global ~~relates~~tax tolaws ~~adjustments~~are likely to ~~foreign~~occur. ~~tax~~For ~~credits~~instance, ~~that~~some ~~carry~~countries ahave ~~full~~enacted, ~~valuation~~and ~~allowance~~others orhave toproposed, ~~the~~taxes ~~timing~~based ofon ~~intercompany~~gross ~~royalty~~receipts ~~revenue~~applicable ~~recognition~~to digital services, ~~neither~~regardless of ~~which~~profitability. ~~affects~~Such ~~the~~changes ~~Company’s~~may ~~effective~~adversely affect our tax ~~rate~~liability.

~~Other Trends and Uncertainties:~~ The ~~impacts~~Internal ofRevenue ~~trade~~Service ~~protection measures, including increases in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical volatility~~ (~~including the ongoing conflict in the Middle East~~“IRS”), ~~and~~is ~~global~~conducting ~~macroeconomic~~audits ~~challenges~~of ~~(including~~our ~~the~~fiscal ~~relationship~~2020 ~~between~~through ~~China~~2022 ~~and the~~ U.S.), ~~may~~federal ~~impact~~income ~~our~~tax ~~operations,~~returns. ~~financial~~In ~~performance,~~the ~~and~~second ~~ability~~quarter toof ~~conduct~~fiscal ~~business~~2025, inthe ~~some~~IRS ~~non-U.S.~~issued ~~markets.~~a WeRevenue ~~monitor~~Agent ~~and~~Report ~~seek~~(“RAR”) toregarding ~~mitigate~~the ~~these~~audit ~~risks~~of ~~with adjustments to~~ our ~~manufacturing,~~fiscal ~~supply chain, and distribution networks.~~

4247

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Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

~~Pending~~2017 ~~Merger~~through ~~with~~2019 ~~Juniper~~U.S. ~~Networks,~~federal ~~Inc:~~income Ontax ~~January 9~~returns, ~~2024,~~with which we ~~entered~~agreed. ~~into~~The aaudit ~~definitive~~cycle ~~Agreement~~for ~~and~~fiscal ~~Plan~~2017 ofthrough ~~Merger~~2019 ~~(the~~is ~~“Merger~~now ~~Agreement”)~~considered ~~under~~effectively ~~which~~settled, weresulting ~~will acquire Juniper Networks~~ in ana ~~all-cash~~reduction ~~transaction~~of ~~for~~existing ~~$40.00~~unrecognized ~~per~~tax ~~share~~benefits ~~(the “Merger”), representing an equity value~~ of approximately $14340 ~~billion. On April 2~~million, ~~2024,~~which ~~Juniper~~did ~~Networks~~not ~~shareholders~~result ~~approved~~in ~~the~~a ~~transaction.~~material ~~The~~impact ~~transaction is expected~~ to beour ~~funded~~Consolidated ~~based~~Statement ~~on senior unsecured delayed draw term loans from a syndicate~~ of ~~banks,~~Earnings ~~the~~and ~~post-tax proceeds from~~ our ~~sale~~Consolidated toBalance ~~Unisplendour~~Sheet. ~~International~~The ~~Technology~~resolution ~~Limited (“UNIS”)~~ of ~~30% of~~ the ~~total~~audit ~~issued~~resulted ~~share~~in ~~capital of H3C Technologies Co., Limited (“H3C”),~~ the ~~net~~release ~~proceeds (including after repayments~~ of ~~maturing~~tax ~~debt)~~reserves ofthat ~~our~~were ~~September~~predominantly ~~2024~~related ~~issuances~~either ofto ~~senior~~adjustments ~~unsecured~~to ~~notes~~foreign ~~and~~tax ~~the~~credits ~~Preferred~~that ~~Stock~~carried ~~(as~~a ~~further~~full ~~described~~valuation inallowance ~~Note~~or ~~15, “Stockholders’ Equity”~~ to the ~~Consolidated~~timing ~~Financial~~of ~~Statements~~intercompany inroyalty ~~Item~~revenue ~~8 of Part II)~~recognition, ~~and~~neither ~~cash on the balance sheet. The closing~~ of ~~the~~which ~~transaction~~affected ~~remains~~our ~~subject~~effective totax ~~receipt of regulatory approvals and satisfaction of other customary closing conditions~~rate.

~~For~~On ~~further~~July ~~information~~4, ~~about~~2025, the ~~Merger,~~U.S. ~~see~~government ~~Note~~enacted ~~10,~~the ~~“Acquisitions~~One ~~and~~Big ~~Dispositions~~Beautiful Bill Act (“OB3”) into law. OB3 introduces several changes to tax regulations, including the ~~Consolidated~~permanent ~~Financial~~restoration ~~Statements~~of in100% ~~Item~~depreciation 8and the permanent restoration of ~~Part~~immediate ~~II,~~deductibility of costs associated with research and ~~for~~development ~~further~~activities ~~discussion~~performed ~~about~~in the ~~risks~~United ~~related~~States. There was not a material impact of OB3 to ~~the~~our ~~Merger~~fiscal 2025 results, ~~see~~and ~~the~~we ~~section~~do ~~titled~~not ~~“Risk~~expect ~~Factors”~~a material impact in ~~Item~~fiscal 1A2026, ofbut ~~Part~~we Iwill ofcontinue ~~this~~to ~~Annual~~evaluate ~~Report~~the full impact of these changes on ~~Form~~our ~~10-K~~future results.

~~The~~Other ~~foregoing~~Trends ~~summary~~and Uncertainties: The impacts of geopolitical volatility (including the ~~Merger,~~continued instability in the ~~adoption~~Middle ofEast, the ~~Merger~~ongoing ~~Agreement~~conflict in Ukraine, and the ~~transactions~~relationship ~~contemplated~~between ~~thereby~~China ~~does~~and ~~not~~the ~~purport~~U.S.) tomay beimpact ~~complete~~our ~~and~~operations, isfinancial ~~subject to~~performance, and ~~qualified~~ability to conduct business in ~~its~~some ~~entirety~~non-U.S. bymarkets. We have, in the ~~full~~past, ~~text~~entered ofinto contracts for the ~~Merger~~sale ~~Agreement~~of certain products and services that reflect heavier-than-normal discounting due to competitive pressures, which ishave ~~filed~~resulted asin ~~Exhibit~~lower ~~2.1~~margins than expected, and we expect will continue to negatively impact our ~~Current~~margins ~~Report~~in onthe ~~Form~~near ~~8-K~~term. ~~filed~~We have been monitoring and seeking to mitigate these risks with ~~the~~adjustments ~~Securities~~to our manufacturing, supply chain, and ~~Exchange~~distribution ~~Commission~~networks, as well as our pricing and discounting practices. We remain focused on ~~January~~executing 10our key strategic priorities, ~~2024~~building long-term value creation for our stakeholders, and addressing our customers’ needs while continuing to make prudent decisions in response to the environment.

The following “Executive Overview,” “Results of Operations,” and “Liquidity” discussions and analysis compare fiscal ~~2024~~2025 to fiscal ~~2023~~2024, unless otherwise noted. The “Capital Resources” and, “Cash Requirements and Commitments” sections present information as of October 31, ~~2024~~2025, unless otherwise noted.

EXECUTIVE OVERVIEW

~~Net~~Acquisition ~~revenue~~ of ~~$30.1 billion~~Juniper represented an increase of 3.4% (increased 3.3% on a constant currency basis) primarily due to higher average unit prices (“AUPs”) in the Server segment, moderated by lower volume and product mix effect in the Intelligent Edge segment. The gross profit margin of 32.8% (or $9.9 billion) represents a decrease of 2.3 percentage points from the prior-year period due to decline in revenue in the Intelligent Edge segment and higher mix of lower margin products in the Server segment. The operating profit margin of 7.3% was relatively flat as compared to the prior-year period.Networks

On July 2, 2025, we completed the Juniper Networks merger (the “Merger”). Under the terms of the Agreement and Plan of Merger, dated January 9, 2024, by and among Juniper Networks, HPE and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (the “Merger Agreement”), HPE agreed to pay $40.00 per share of Juniper Networks common stock, issued and outstanding as of July 2, 2025, representing cash consideration of approximately $13.4 billion. The results of operations of Juniper Networks are included in the Consolidated Financial ~~Results~~Statements commencing on July 2, 2025. See Note 10, “Acquisitions and Dispositions,” to the Consolidated Financial Statements for additional information.

	For the fiscal years ended October 31,
	2024			2023			Change
	In millions, except per share amounts
Net revenue	$	30,127		$	29,135		3.4%
Gross profit	$	9,878		$	10,239		(3.5)%
Gross profit margin	32.8		%	35.1		%	(2.3)pts
Earnings from operations	$	2,190		$	2,089		4.8%
Operating profit margin	7.3		%	7.2		%	0.1pts
Net earnings attributable to HPE	$	2,579		$	2,025		27.4%
Net earnings attributable to common stockholders	2,554			2,025			26.1%
Diluted net earnings per share attributable to common stockholders(1)	1.93			1.54			$0.39
Cash flow from operations	$	4,341		$	4,428		$(87)

Pending Divestiture of H3C Technologies Co., Limited Shares

43On November 17, 2025, our subsidiary, H3C Holdings Limited (“H3C Holdings”), entered into (i) share purchase agreements with five counterparties, including Unisplendour International Technology Limited (“UNIS”), whereby such counterparties, in the aggregate, agreed to purchase 10% of the total issued share capital of H3C Technologies Co., Limited (“H3C”) for cash consideration of approximately $714 million and (ii) a side letter with UNIS, amending the Agreement on Subsequent Arrangements that was previously entered into on May 24, 2024, whereby, among other things, H3C Holdings and UNIS shall retain their put option and call option, respectively, relating to the remaining issued share capital of H3C held by H3C Holdings and have the right to exercise their respective option rights in respect of such shares up to three times, subject to the timing and terms as set forth therein. The agreement referenced in clause (ii) above revises the arrangements governing the sale of all of the remaining issued share capital of H3C held by us through H3C Holdings. On November 28, 2025, H3C Holdings entered into three additional share purchase agreements, including one with UNIS, whereby such counterparties, in the aggregate, agreed to purchase the remaining 9% of the total issued share capital of H3C for cash consideration of approximately $643 million. Such transactions and the transactions referenced in clause (i) remain subject to regulatory approvals.

Cost Savings Actions

On March 6, 2025, the Board of Directors approved a cost reduction program (the "Program") intended to reduce structural operating costs and continue advancing our ongoing commitment to profitable growth. The Program is expected to be

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Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

implemented through fiscal year 2026 and deliver gross savings of approximately $350 million by fiscal year 2027 through reductions in our workforce. The Program has since become a part of Catalyst, a set of broader company-wide actions to reduce costs and enhance efficiency throughout the Company.

The estimates of the duration of the Program, the charges and expenditures that we expect to incur in connection therewith, and the timing thereof are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Program. In connection with the Program, we incurred charges of $275 million in fiscal 2025.

In addition, the Company expects to achieve at least $600 million in cost savings from synergies by fiscal 2028, related to the integration of Juniper Networks. These synergies will require approximately $800 million of investment, primarily tied to headcount, supply chain optimization, and portfolio rationalization.

Fiscal 2025 compared with fiscal 2024

Net revenue of $34.3 billion represented an increase of 13.8%, primarily due to higher revenue in the Networking segment from the Merger and higher average unit prices (“AUPs”) in the Server segment. The gross profit margin of 30.3% (or $10.4 billion) represents a decrease of 2.5 percentage points from the prior-year period, primarily due to an increase in cost of sales in the Server, Networking, and Hybrid Cloud segments. The operating profit margin of (1.3)%, represents a decrease of 8.6 percentage points from the prior-year period, primarily due to the impairment of goodwill and costs associated with the Merger.

Financial Results

The following table summarizes our consolidated GAAP financial results:


	For the fiscal years ended October 31,
	2025			2024			Change
	In millions, except per share amounts
Net revenue	$	34,296		$	30,127		13.8%
Gross profit	$	10,377		$	9,878		5.1%
Gross profit margin	30.3		%	32.8		%	(2.5)pts
(Loss) earnings from operations	$	(437)		$	2,190		(120.0)%
Operating profit margin	(1.3)		%	7.3		%	(8.6)pts
Net earnings attributable to HPE	$	57		$	2,579		(97.8)%
Net (loss) earnings attributable to common stockholders	$	(59)		$	2,554		(102.3)%
Diluted net (loss) earnings per share attributable to common stockholders(1)	$	(0.04)		$	1.93		$(1.97)
Cash flow provided by operations	$	2,919		$	4,341		$(1,422)

The following table summarizes our consolidated non-GAAP financial results:

	For the fiscal years ended October 31,
	2024			2023			Change
	2025			2024			Change
	In millions, except per share amounts
Net revenue in constant currency	$	30,107		$	29,135		3.3%
Non-GAAP gross profit	$	10,805		$	9,893		9.2%
Non-GAAP gross profit	$	9,893		$	10,273		(3.7)%
Non-GAAP gross profit margin	31.5		%	32.8		%	(1.3)pts
Non-GAAP gross profit margin	32.8		%	35.3		%	(2.5)pts
Non-GAAP earnings from operations	$	3,353		$	3,168		5.8%
Non-GAAP earnings from operations	$	3,168		$	3,145		0.7%
Non-GAAP operating profit margin	9.8		%	10.5		%	(0.7)pts
Non-GAAP operating profit margin	10.5		%	10.8		%	(0.3)pts
Non-GAAP net earnings attributable to HPE	$	2,753		$	2,655		3.7%
Non-GAAP net earnings attributable to HPE	$	2,655		$	2,832		(6.3)%
Non-GAAP net earnings attributable to common stockholders	$	2,637		$	2,630		0.3%
Non-GAAP net earnings attributable to common stockholders	2,630			2,832			(7.1)%
Non-GAAP diluted net earnings per share attributable to common stockholders(1)	$	1.94		$	1.99		$(0.05)
Non-GAAP diluted net earnings per share attributable to common stockholders(1)	1.99			2.15			$(0.16)
Free cash flow	$	986		$	2,297		$(1,311)
Free cash flow	$	2,297		$	2,238		$59

(1)For purposes of calculating diluted net EPS, the preferred stock dividends are added back to the net earnings attributable to common stockholders and the diluted weighted average share calculation assumes the preferred stock was converted at issuance or as of the beginning of the reporting period.49

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Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

(1)For purposes of calculating diluted net earnings (loss) per share (“EPS”), the 7.625% Series C mandatory convertible preferred stock (“Preferred Stock”) dividends are added back to the net earnings (loss) attributable to common stockholders and the diluted weighted-average share calculation assumes the Preferred Stock was converted at issuance or as of the beginning of the reporting period. For GAAP diluted net EPS, the effect of employee stock plans and Preferred Stock is excluded when calculating diluted net loss per share as it would be anti-dilutive.

Each non-GAAP financial measure has been reconciled to the most directly comparable GAAP financial measure herein. Please refer to the section “GAAP to non-GAAP Reconciliations” included in this MD&A for these reconciliations, a discussion of the use, usefulness and economic substance of the non-GAAP financial measures, along with a discussion of material limitations, and compensation for those limitations, associated with the use of non-GAAP financial measures.

Annualized Revenue Run-rate (“ARR”)

~~Our~~ARR ~~pivot~~represents tothe ~~aaS~~annualized ~~continues~~revenue ~~its~~of ~~strong~~all ~~momentum~~net ~~with~~HPE ~~the~~GreenLake ~~addition~~cloud ofservices ~~HPE~~revenue, ~~GreenLake~~related ~~cloud~~financial services revenue (which includes rental income from operating leases and interest income from finance leases), and software-as-a-service, software consumption revenue, and other aaS offerings, by taking such revenue recognized during a quarter and multiplying by four. ~~Our~~To ~~mix~~better align the calculation of ARR iswith ~~becoming~~Juniper ~~more~~Networks’ ~~software-rich~~business asand weofferings, ~~build~~beginning ~~our~~with ~~HPE~~the ~~GreenLake~~quarter ~~cloud~~ended July 31, ~~which~~2025, iswe ~~improving~~also included revenue from software licenses support and maintenance in our ~~margin~~ARR ~~profile.~~calculation, Weand will continue to ~~invest~~do ~~aggressively~~so ingoing ~~HPE~~forward. ~~GreenLake~~The ~~cloud~~impact ~~services~~of this change was not material to ~~provide~~the current and prior periods presented. We believe that ARR is a ~~true~~metric ~~cloud~~that ~~experience~~allows management to better understand and ~~operating~~highlight ~~model,~~the ~~whether~~potential atfuture performance of our aaS business. We also believe ARR provides investors with greater transparency to our financial information and of the ~~edge,~~performance ~~on-premises~~metric orused ~~across~~in ~~multiple~~our ~~clouds~~financial and operational decision making and allows investors to see our results “through the eyes of management.” We use ARR as a performance metric. ARR should be viewed independently of net revenue and is not intended to be combined with it.

ARR represents the annualized revenue of all net HPE GreenLake cloud services revenue, related financial services revenue (which includes rental income from operating leases and interest income from finance leases), and software-as-a-service (“SaaS”), software consumption revenue, and other aaS offerings, recognized during a quarter and multiplied by four. We believe that ARR is a metric that allows management to better understand and highlight the potential future performance of our aaS business. We also believe ARR provides investors with greater transparency to our financial information and of the performance metric used in our financial and operational decision making and allows investors to see our results “through the eyes of management.” We use ARR as a performance metric. ARR should be viewed independently of net revenue and is not intended to be combined with it.

ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The following table presents our ARR:

	For the fiscal years ended October 31,
	2024			2023
	2025			2024
	Dollars in millions
ARR	$	13,~~938~~151		$	1,~~304~~938
Year-over-year growth rate	4963		%	3949		%

The 4963% year over year increase in ARR was primarily due to growth in ~~our~~the ~~Hybrid~~Networking ~~Cloud,~~segment ~~Server~~due to the Merger and ~~Intelligent~~an ~~Edge~~expanding ~~segments,~~customer ~~which~~installed ~~was~~base. ~~due~~The ARR attributed to anthe ~~expanding~~Hybrid ~~customer~~Cloud ~~installed~~and ~~base,~~Server segments increased due to an expanded range of HPE GreenLake Flex Solutions, ~~Server aaS,~~ and ~~Intelligent~~increased ~~Edge~~Server aaS activity.

44Capital Returns to Stockholders

Returning capital to our stockholders remains an important part of our capital allocation framework, which also consists of strategic investments. We believe our existing balance of cash and cash equivalents, along with commercial paper and other short-term liquidity arrangements, are sufficient to satisfy our working capital needs, capital asset purchases, dividends, debt repayments, and other liquidity requirements associated with our existing operations. As of October 31, 2025, our cash, cash equivalents and restricted cash were $5.9 billion, compared to $15.1 billion as of October 31, 2024, representing a decrease of $9.2 billion.

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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Capital Returns to Shareholders

Returning capital to our shareholders remains an important part of our capital allocation framework, which also consists of strategic investments. We believe our existing balance of cash and cash equivalents, along with commercial paper and other short-term liquidity arrangements, are sufficient to satisfy our working capital needs, capital asset purchases, dividends, debt repayments, and other liquidity requirements associated with our existing operations. As of October 31, 2024, our cash, cash equivalents and restricted cash were $15.1 billion, compared to $4.6 billion as of October 31, 2023, representing an increase of $10.5 billion.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, net revenue and expenses, and the disclosure of contingent liabilities. A summary of significant accounting policies and a summary of recent accounting pronouncements applicable to our Consolidated Financial Statements are included in Note 1, “Overview and Summary of Significant Accounting Policies,” to the Consolidated Financial Statements in Item 8 of Part II. An accounting policy is deemed to be critical if the nature of the estimate or assumption it incorporates is subject to material level of judgment related to matters that are highly uncertain and changes in those estimates and assumptions are reasonably likely to materially impact our Consolidated Financial Statements.

Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis.

We believe the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, or complex judgments.

Revenue Recognition

We enter into contracts with customers that may include combinations of products and services, resulting in arrangements containing multiple performance obligations for hardware and software products and/or various services.

The majority of our revenue is derived from sales of products and services and the associated support and maintenance, and such revenue is recognized when, or as, control of promised products or services is transferred to the customer at the transaction price. Transaction price is adjusted for variable consideration, including rebates, which may be offered in contracts with customers, partners, and distributors ~~and may include rebates, volume-based discounts, price protection, and other incentive programs~~.

Significant judgment is applied in determining the transaction price as we may be required to estimate variable consideration at the time of revenue recognition. When determining the amount of revenue to recognize, we estimate the expected usage of these programs, applying the expected value or most likely estimate and update the estimate at each reporting period as actual utilization becomes available. Variable consideration is recognized only to the extent that it is probable that a significant reversal of revenue will not occur. We also consider the customers' right of return in determining the transaction price, where applicable.

To recognize revenue for the products and services for which control has been transferred, we allocate the transaction price for the contract among the performance obligations on a relative standalone selling price (“SSP”) basis. For products and services sold as a bundle, the SSP is generally not directly observable and requires the Company to estimate SSP based on management judgment by considering available data such as internal margin objectives, pricing strategies, market/competitive conditions, historical profitability data, as well as other observable inputs. For certain products and services, the Company establishes SSP based on the observable price when sold separately in similar circumstances to similar customers. The Company establishes SSP ranges for its products and services and reassesses them periodically.

~~Taxes~~Business ~~on Earnings~~Combinations

We ~~calculate~~account ~~our~~for ~~current~~acquired businesses using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and ~~deferred~~liabilities ~~tax~~assumed ~~provisions~~are ~~based~~recorded onat their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires significant judgment in determining critical estimates and assumptions. ~~that~~Critical ~~could~~estimates ~~differ~~in ~~from~~valuing intangible assets include the ~~final~~projected ~~positions~~revenues, ~~reflected~~technology obsolescence rate, royalty rates, and discount rates for developed technology and IPR&D; the projected revenues, customer retention rate, forecasted growth in ~~our~~earnings ~~income~~before ~~tax~~interest, ~~returns.~~taxes, Wedepreciation ~~adjust~~& ~~our~~amortization, ~~current~~and discount rate for the customer contracts, customer lists and ~~deferred~~distribution ~~tax~~agreements. ~~provisions~~Although ~~based~~the onCompany ~~our~~believes ~~tax~~its ~~returns~~estimates ~~which~~of fair value are ~~generally~~reasonable, ~~filed~~actual infinancial results could differ from those estimates due to the ~~third~~inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or ~~fourth~~other ~~quarters~~underlying assumptions could have a significant impact on the determination of the ~~subsequent~~fair ~~fiscal~~value ~~year~~of the intangible assets acquired. Third-party valuation specialists are utilized for certain estimates.

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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

WeTaxes ~~recognize~~on deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which we expect the differences to reverse.Earnings

We are subject to income taxes in the U.S. and approximately 75 other countries. Significant judgment is required in determining the consolidated provision for income taxes.

We record a valuation allowance to reduce deferred tax assets to the amount that we are more likely than not to realize. In determining the need for a valuation allowance, we consider future market growth, forecasted earnings, future sources of taxable income, the mix of earnings in the jurisdictions in which we operate, and prudent and feasible tax planning strategies. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income, of the appropriate character, in the jurisdictions in which the deferred tax assets are located, prior to their expiration under applicable tax laws.

~~Our~~We ~~effective~~are subject to routine corporate income tax ~~rate~~audits ~~includes~~in the ~~impact~~U.S. ofand ~~certain~~numerous ~~undistributed~~ foreign ~~earnings~~jurisdictions. ~~and~~We ~~basis~~believe ~~differences~~that ~~for~~positions ~~which~~taken weon ~~have~~our tax returns are fully supported, but tax authorities may challenge these positions, which may not ~~provided~~be ~~for~~fully Usustained on examination by the relevant tax authorities.S. ~~federal~~Accordingly, ~~taxes~~our ~~because~~income wetax ~~plan~~provision includes amounts intended to ~~reinvest~~satisfy ~~such~~assessments ~~earnings~~that ~~and~~may ~~basis~~result ~~differences~~from ~~indefinitely~~these ~~outside~~challenges. Determining the Uincome tax provision for these potential assessments and recording the related effects requires management judgments and estimates.S. WeThe ~~will~~amounts ~~remit~~ultimately ~~non-indefinitely~~paid ~~reinvested~~on ~~earnings~~resolution of ~~our~~an ~~non-U.S.~~audit ~~subsidiaries~~could ~~for~~be ~~which~~materially ~~deferred~~different ~~U.S.~~from ~~state~~the amounts previously included in our income ~~and~~tax ~~foreign~~provision ~~withholding~~and, ~~taxes~~therefore, could have ~~been~~a ~~provided~~material ~~where~~impact ~~excess~~on ~~cash~~our ~~has~~Benefit ~~accumulated~~(provision) for taxes, Net earnings and ~~when~~cash weflows. ~~determine~~Our ~~that~~accrual itfor uncertain tax positions is ~~advantageous~~attributable ~~for~~primarily ~~business~~to uncertainties concerning the tax treatment of our international operations, including the allocation of income among different jurisdictions, intercompany transactions and related interest, and uncertain tax positions from acquired companies. For further discussion on taxes on earnings, orrefer ~~cash~~to ~~management~~Note ~~reasons~~6, “Taxes on Earnings,” to the Consolidated Financial Statements in Item 8 of Part II.

We are subject to income taxes in the U.S. and approximately 80 other countries, and we are subject to routine corporate income tax audits in many of these jurisdictions. We believe that positions taken on our tax returns are fully supported, but tax authorities may challenge these positions, which may not be fully sustained on examination by the relevant tax authorities. Accordingly, our income tax provision includes amounts intended to satisfy assessments that may result from these challenges. Determining the income tax provision for these potential assessments and recording the related effects requires management judgments and estimates. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our Provision for taxes, Net earnings and cash flows. Our accrual for uncertain tax positions is attributable primarily to uncertainties concerning the tax treatment of our international operations, including the allocation of income among different jurisdictions, intercompany transactions and related interest, and uncertain tax positions from acquired companies. For further discussion on taxes on earnings, refer to Note 6, “Taxes on Earnings,” to the Consolidated Financial Statements in Item 8 of Part II.

Goodwill

We review goodwill for impairment at the reporting unit level annually on the first day of the fourth quarter, or whenever events or circumstances indicate the carrying amount of goodwill may not be recoverable. We are permitted to conduct a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. We performed interim goodwill impairment tests as of November 1, 2024 and April 30, 2025 and our annual impairment test as of August 1, 2025.

As of October 31, ~~2024~~2025, our reporting units with goodwill are consistent with the reportable segments identified in Note 2, “Segment Information,” to the Consolidated Financial Statements in Item 8 of Part II, ~~with the exception~~ of ~~Server,~~this ~~which~~Annual ~~contains~~Report ~~two~~on ~~reporting~~Form ~~units: Compute~~10-K, ~~and~~with ~~High~~the ~~Performance~~exception ~~Computing~~of &Networking ~~AI (“HPC & AI”),~~ and Corporate Investments and Other ~~which~~segments. The Networking segment contains two reporting units: ~~Advisory~~Intelligent Edge and ~~Professional~~Juniper ~~Services,~~Networks. ~~and~~The ~~legacy~~Corporate ~~Communications~~Investments and ~~Media~~Other ~~Solutions.~~segment contains the A & PS reporting unit.

When performing the goodwill impairment test, we compare the fair value of each reporting unit to its carrying amount. An impairment exists if the fair value of the reporting unit is less than its carrying amount.

Estimating the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. We estimate the fair value of our reporting units using a weighting of fair values derived mostly from the income approach and, to a lesser extent, the market approach. Under the income approach, the fair value of a reporting unit is based on discounted cash flow analysis of management's short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding revenue growth rates, expected operating margins, and timing of expected future cash flows based on market conditions and customer acceptances. The discount rate used is based on the weighted-average cost of capital of comparable public companies adjusted for the relevant risk associated with business specific characteristics and the uncertainty related to the reporting unit's ability to execute on the projected cash flows. Under the market approach, the fair value is based on market multiples of revenue and earnings derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting unit. We weight the fair value derived from the market approach commensurate with the level of comparability of these publicly traded companies to the reporting unit. When market comparables are not meaningful or not available, we estimate the fair value of a reporting unit using the income approach. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to individual reporting units to determine the carrying amount of each reporting unit.

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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

2025 Interim and Annual Goodwill Impairment ~~Review~~Reviews

~~Our~~During ~~annual~~fiscal ~~goodwill impairment analysis~~2025, ~~which~~ we performed ~~as of~~ the ~~first~~following ~~day~~goodwill ofimpairment ~~the fourth quarter of fiscal 2024~~tests, ~~did~~two ~~not result in any impairment charges. The excess~~ of ~~fair~~which ~~value~~resulted over carrying amount for our reporting units ranged from approximately 8% to 198% of the respective carrying amounts. In order to evaluate the sensitivity of the estimated fair value of our reporting units in ~~the~~ goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. Based on the results of this hypothetical 10% decrease all of the reporting units had an excess of fair value over carrying amount, except for HPC & AI and Hybrid Cloud.:

~~The~~•Impairment ~~HPC & AI reporting unit has goodwill of $2.0 billion as of October 31, 2024, and excess of fair value over carrying value of 11% as of the annual~~ test ~~date.~~performed ~~The HPC & AI business is growing at a very fast pace driven primarily by the AI demand from model builders, but~~ as ~~GPUs represent a large portion~~ of ~~the~~November ~~solutions~~1, ~~the~~2024 ~~pricing~~based ison ~~very~~organizational ~~competitive~~changes ~~and~~impacting ~~margins are limited. With~~ the ~~growth~~composition of AIreporting inunits ~~enterprise and sovereign customer segments and key strategic differentiators, such~~ as ~~direct~~of ~~liquid cooling, we believe~~ that ~~there~~date isdid anot ~~potential~~result ~~for~~in ~~continued~~an ~~growth over time.~~impairment;

•Interim ~~Goodwill~~test ~~Impairment~~performed ~~Reviews~~as of April 30, 2025 due to indicators of potential impairment resulted in the Hybrid Cloud reporting unit being impaired; and

In•Annual ~~September~~impairment ~~2024~~test, ~~HPE~~which ~~sold~~was ~~30%~~performed ofas ~~the total issued share capital~~ of ~~H3C~~August to1, ~~UNIS.~~2025, ~~The~~resulted ~~equity investment~~ in ~~H3C primarily benefits~~ the ~~Compute and~~ Hybrid Cloud reporting ~~units.~~unit ~~Subsequent~~being ~~to the sale, on September 30, 2024, we performed an interim goodwill impairment analysis for Compute and Hybrid Cloud reporting units~~impaired. The excess of fair value over carrying amount for these reporting units was 6% for Compute and 5% for Hybrid Cloud. We also applied a hypothetical 10% decrease to the fair value of Compute and Hybrid Cloud, noting that neither had an excess of fair value over carrying amount.

~~The~~April ~~Compute reporting unit has goodwill of $8.2 billion as of October 31, 2024, and excess of fair value over carrying value of 6% as of the September~~ 30, ~~2024~~2025 ~~interim~~Interim ~~test~~Impairment date. The Compute business is cyclical in nature. Over the last several years, digital transformation drove increased investment to modernize infrastructure. However, in the current macroeconomic and inflationary environment, customers have invested selectively resulting in moderate unit growth and competitive pricing. The Compute business continues to focus on capturing market share while maintaining operating margin, leveraging its strong portfolio of ProLiant Gen11 products.Test

~~The~~During ~~Hybrid~~the ~~Cloud~~second ~~reporting~~quarter ~~unit has goodwill~~ of ~~$4.8~~fiscal ~~billion as of October 31~~2025, ~~2024,~~the ~~and~~macroeconomic ~~excess~~environment ofexperienced ~~fair~~a ~~value~~rapid ~~over carrying value of 5% as of the September 30~~deterioration, ~~2024~~primarily ~~interim~~driven ~~test~~by ~~date. Although~~ the ~~Hybrid~~announcement ~~Cloud~~and ~~business~~subsequent ismodifications onof ainternational ~~positive trajectory~~tariffs, wean ~~are~~escalation ~~managing~~in ~~both~~global atrade ~~sales~~tensions, ~~model~~and ~~transition~~increasing ~~and~~geopolitical ~~product~~uncertainty. ~~transition~~These ~~within~~events ~~this~~contributed ~~business.~~to ~~Our~~significant ~~product~~movement ~~model~~in ~~transition~~inputs isused to adetermine ~~more~~the ~~cloud~~weighted-~~native,~~average ~~software-defined~~cost ~~platform~~of ~~with HPE Alletra~~capital. ~~Translating~~As ~~this~~of ~~growth~~April to30, ~~revenue~~2025, ~~and~~we ~~operating~~determined ~~income~~that ~~will~~an ~~take~~indicator ~~time because a greater mix~~ of ~~high~~potential ~~margin~~impairment ~~business~~existed ~~such~~to asrequire ~~ratable~~an ~~software~~interim ~~and~~quantitative ~~services,~~goodwill isimpairment ~~deferred~~test ~~and~~for ~~recognized~~its inreporting ~~future periods~~units.

~~Our~~Based ~~interim~~on ~~2024~~the ~~goodwill~~results of the interim quantitative impairment test performed as of ~~November~~April 130, ~~2023~~2025, the fair value of the Hybrid Cloud reporting unit was below the carrying value assigned to Hybrid Cloud. The decline in the fair value of the Hybrid Cloud reporting unit was primarily driven by an increase in the discount rate used in the discounted cash flows analysis, which reflected heightened macroeconomic uncertainty and changes in market conditions. The fair value of the Hybrid Cloud reporting unit was based on ~~organizational~~a ~~changes~~weighting ~~impacting~~of fair values derived most significantly from the ~~composition~~income approach, and to a lesser extent, the market approach. Under the income approach, we estimate the fair value of a reporting ~~units~~unit asbased on the present value of ~~that~~estimated ~~date~~future ~~did~~cash ~~not~~flows ~~result~~which we consider to be a level 3 unobservable input in ~~any~~the ~~impairment~~fair ~~charges.~~value hierarchy.

~~RESULTS~~Prior OFto ~~OPERATIONS~~the quantitative goodwill impairment test, we tested the recoverability of long-lived assets and other assets of the Hybrid Cloud reporting unit and concluded that such assets were not impaired. The quantitative goodwill impairment test indicated that the carrying value of the Hybrid Cloud reporting unit exceeded its fair value by $1.4 billion. As a result, we recorded a goodwill impairment charge of $1.4 billion in the second quarter of fiscal 2025.

~~Revenue~~August ~~from our international operations has historically represented~~1, ~~and~~2025 weAnnual ~~expect~~Impairment will continue to represent, a majority of our overall net revenue. As a result, our revenue growth has been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. In order to provide a framework for assessing performance excluding the impact of foreign currency fluctuations, we present the year-over-year percentage change in revenue on a constant currency basis, which assumes no change in foreign currency exchange rates from the prior-year period and does not adjust for any repricing or demand impacts from changes in foreign currency exchange rates. This change in revenue on a constant currency basis is calculated as the quotient of (a) current year revenue converted to U.S. dollars using the prior-year period's foreign currency exchange rates divided by (b) the prior-year period revenue. This information is provided so that revenue can be viewed without the effect of fluctuations in foreign currency exchange rates, which is consistent with how management evaluates our revenue results and trends. This constant currency disclosure is provided in addition to, and not as a substitute for, the year-over-year percentage change in revenue on a GAAP basis. Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of this measure for comparative purposes.Test

47Based on the results of the annual quantitative impairment test performed as of August 1, 2025, the fair value of the Hybrid Cloud reporting unit was below the carrying value assigned to Hybrid Cloud. The decline in the fair value of the Hybrid Cloud reporting unit was primarily driven by a strategic shift away from the Non-IP storage business. The fair value of the Hybrid Cloud reporting unit was based on a weighting of fair values derived most significantly from the income approach, and to a lesser extent, the market approach. Under the income approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows which we consider to be a level 3 unobservable input in the fair value hierarchy.

Prior to the quantitative goodwill impairment test, we tested the recoverability of long-lived assets and other assets of the Hybrid Cloud reporting unit and concluded that such assets were not impaired. The quantitative goodwill impairment test indicated that the carrying value of the Hybrid Cloud reporting unit exceeded its fair value by $0.2 billion. As a result, we recorded a goodwill impairment charge of $0.2 billion in the fourth quarter of fiscal 2025.

Subsequent to the impairment of Hybrid Cloud reporting unit, the indicated fair values of the reporting units exceeded their respective carrying amounts by a range of 0% to 240%. In order to evaluate the sensitivity of the estimated fair value of our reporting units in the goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. Based on the results of this hypothetical 10% decrease all of the reporting units had an excess of fair value over carrying amount, except Server and Hybrid Cloud.

The Hybrid Cloud reporting unit has remaining goodwill of $3.3 billion as of October 31, 2025 and an excess of fair value over carrying value of 0% as of the annual test date. Hybrid Cloud business is transitioning to a more cloud-native, software-defined platform with HPE Alletra. Translating this growth to revenue and operating income will take time because a greater mix of high margin business, such as ratable software and services, are deferred and recognized in future periods.

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HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

The excess of fair value over carrying amount for the Server reporting unit was 11%. The Server reporting unit has a goodwill balance of $10.2 billion as of October 31, 2025. In the current macroeconomic and inflationary environment, customers have invested selectively, resulting in moderate unit growth and competitive pricing in the traditional servers business. While the AI servers business is growing at a faster pace, because graphics processing units represent a large portion of the solutions, the pricing is very competitive and margins are limited. The Server business continues to focus on capturing market share in both traditional and AI servers, while maintaining operating margin and leveraging its strong portfolio of products.

If the global macroeconomic or geopolitical conditions worsen, projected revenue growth rates or operating margins decline, weighted-average cost of capital increases, or if we have a significant or sustained decline in our stock price, it is possible the estimates for our Hybrid Cloud and Server reporting units’ ability to successfully address the current challenges may change, which could result in the carrying value of the Hybrid Cloud and Server reporting units exceeding their estimated fair value and potential impairment charges.

RESULTS OF OPERATIONS

Results of operations in dollars and as a percentage of net revenue were as follows:

	For the fiscal years ended October 31,
	2024				2023				2022
	2025				2024				2023
	Dollars		% of Revenue		Dollars		% of Revenue		Dollars		% of Revenue
	Dollars in millions
Net revenue	$	3034,~~127~~296	100.0	%	$	2930,~~135~~127	100.0	%	$	2829,~~496~~135	100.0	%
Cost of sales (exclusive of amortization shown separately below)	2023,~~249~~919		6769.27	%	1820,~~896~~249		6467.92	%	18,~~990~~896		6664.69	%
Gross profit	910,~~878~~377		3230.83	%	109,~~239~~878		3532.18	%	910,~~506~~239		3335.41	%
Research and development	2,~~246~~518		7.53	%	2,~~349~~246		87.15	%	2,~~045~~349		78.21	%
Selling, general and administrative	45,~~871~~704		16.26	%	54,~~160~~871		1716.72	%	45,~~941~~160		17.37	%
Amortization of intangible assets	~~267~~511		01.95	%	~~288~~267		1.0.9	%	~~293~~288		1.0	%
Impairment of goodwill	—		—	%	—		—	%	905		3.2	%
Impairment charges	1,621		4.7		—		—		—		—
Transformation costs	932		~~0.3~~—	%	~~283~~93		1.0.3	%	~~473~~283		1.70	%
Disaster charges	7		—	%	1		—	%	48		0.2	%
Acquisition, disposition and other charges	458		1.3		211		0.7		70		0.2
Acquisition, disposition and other related charges	204		0.6	%	69		0.1	%	19		0.1	%
(Loss) earnings from operations	(437)		(1.3)		2,190		7.3		2,089		7.2
Earnings from operations	2,190		7.3	%	2,089		7.2	%	782		2.7	%
Interest and other, net	(175)		(0.5)		(117)		(0.4)		(104)		(0.4)
Interest and other, net	(117)		(0.4)	%	(104)		(0.3)	%	(121)		(0.4)	%
Gain on sale of equity interest	—		—		733		2.4		—		—
Gain on sale of equity interest	733		2.4	%	—		0.1	%	—		—	%
Gain on sale of a business	248		0.7		—		—		—		—
Earnings from equity interests	~~147~~79		0.52	%	~~245~~147		0.85	%	~~215~~245		0.8	%
Earnings before provision for taxes	2,953		9.8	%	2,230		7.8	%	876		3.1	%
(Loss) earnings before provision for taxes	(285)		(0.9)		2,953		9.8		2,230		7.6
Provision for taxes	(374)		(1.2)	%	(205)		(0.7)	%	(8)		(0.1)	%
Benefit (provision) for taxes	342		1.0		(374)		(1.2)		(205)		(0.7)
Net earnings attributable to HPE	~~2,579~~57		80.62	%	2,~~025~~579		78.06	%	~~868~~2,025		37.0	%
Preferred stock dividends	(25116)		(0.13)	%	—(25)		—(0.1)	%	—		—	%
Net earnings attributable to common stockholders	$	2,554	8.5	%	$	2,025	7.0	%	$	868	3.0	%
Net (loss) earnings attributable to common stockholders	$	(59)	(0.2)	%	$	2,554	8.5	%	$	2,025	7.0	%

~~Fiscal 2024 compared with fiscal 2023~~54

Net revenue

In fiscal 2024, total net revenue of $30.1 billion represented an increase of $992 million, or 3.4% (increased 3.3% on a constant currency basis). U.S. net revenue increased by $521 million, or 5.0% to $10.9 billion, and net revenue from outside of the U.S. increased by $471 million, or 2.5%, to $19.2 billion.

The components of the weighted net revenue change by segment were as follows:

	For the fiscal years ended October 31,
	2024	2023
	Percentage Points
Server	6.4	(3.9)
Hybrid Cloud	(0.4)	0.9
Intelligent Edge	(2.9)	5.3
Financial Services	0.1	0.5
Corporate Investments and Other	0.1	(0.1)
Total segment	3.3	2.7
Elimination of intersegment net revenue and other	0.1	(0.5)
Total HPE	3.4	2.2

Table of Contents

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Fiscal ~~2024~~2025 compared with fiscal ~~2023~~2024

Net revenue

In fiscal 2025, total net revenue of $34.3 billion represented an increase of $4.2 billion, or 13.8%. U.S. net revenue increased by $2.5 billion, or 23.1% to $13.4 billion, and net revenue from outside of the U.S. increased by $1.7 billion, or 8.6%, to $20.9 billion.

The components of the weighted net revenue change by segment were as follows:


	For the fiscal years ended October 31,
	2025	2024
	Percentage Points
Server	5.4	6.3
Hybrid Cloud	0.9	(0.3)
Networking	7.7	(2.9)
Financial Services	—	0.1
Corporate Investments and Other	(0.8)	0.1
Total segment	13.2	3.3
Elimination of intersegment net revenue and other	0.6	0.1
Total HPE	13.8	3.4

Fiscal 2025 compared with fiscal 2024

From a segment perspective, the primary factors contributing to the change in total net revenue are summarized as follows:

•Server net revenue increased $1,~~844~~641 million, or 1210.82%, primarily due to higher net AUPs

•Hybrid Cloud net revenue ~~decreased~~increased $~~107~~267 million, or 14.9%, primarily due to ~~lower~~higher ~~AUPs~~Hybrid Cloud service revenue

•~~Intelligent~~Networking ~~Edge~~ net revenue ~~decreased~~increased $~~847~~2,318 million, or 1551.71%, primarily due to ~~lower~~revenue ~~volume~~attributable ~~and~~to ~~product~~Juniper ~~mix effect~~Networks

•Financial Services net revenue ~~increased~~decreased $328 million, or 0.92%, primarily due to ~~higher~~lower ~~finance~~rental ~~income~~revenue on lower average operating leases

•Corporate Investments and Other net revenue ~~increased~~decreased $29238 million, or 223.95%, primarily due to ~~revenue~~the ~~growth~~divestiture ~~from~~of ~~Advisory~~the ~~and~~Communications ~~Professional~~Technology ~~Services~~Group (“~~A & PS~~CTG”) business

~~Fiscal~~Gross ~~2023 compared with fiscal 2022~~profit

~~From~~Fiscal 2025 total gross profit margin of 30.3% represents a ~~segment~~decrease ~~perspective,~~of ~~the~~2.5 ~~primary~~percentage ~~factors~~points ~~contributing~~as compared to the ~~change~~respective prior year period. The decrease was primarily due to an increase in ~~total~~cost ~~net~~of ~~revenue~~sales ~~are~~in ~~summarized~~the asServer, ~~follows:~~Networking, and Hybrid Cloud segments.

•Server net revenue decreased $1,111 million, or 7.2%, primarily due to lower server unit volume and unfavorable currency fluctuations

•Hybrid Cloud net revenue increased $260 million, or 5.0%, primarily due to higher unit volume

•Intelligent Edge net revenue increased $1,522 million, or 39.5%, primarily due to increased AUPs and volume and product mix effect

•Financial Services net revenue increased $141 million, or 4.2%, primarily due to higher rental revenue from higher average operating leases and higher finance income on finance leases due to an increasing interest rate environment

•Corporate Investments and Other net revenue decreased $27 million, or 2.7%, primarily due to unfavorable currency fluctuations

Gross Profit

Fiscal 2024 total gross profit margin of 32.8% represents a decrease of 2.3 percentage points as compared to the respective prior year period. The decrease was primarily due to decline in revenue in the Intelligent Edge segment and higher mix of lower margin products in the Server segment.

Operating expenses

Research and development (“R&D”)

R&D expense ~~decreased~~increased by $~~103~~272 million, or 412.41%, primarily due to ~~capitalization~~operating expenses associated with Juniper Networks, which contributed 17.3 percentage points to the change. The increase was partially offset by lower operating expenses due to higher mix of ~~software~~capital ~~costs~~versus expense investment, which contributed 48.26 percentage points to the change.

Selling, general and administrative (“SG&A”)

SG&A expense ~~decreased~~increased by $~~289~~833 million, or 517.61%, primarily due to ~~lower~~increased operating expenses associated with Juniper Networks and higher employee costs, which contributed 314.31 percentage points, ~~lower~~to ~~travel~~the change, and ~~marketing~~the expenses ~~and~~incurred ~~lower~~related ~~consulting~~to ~~costs,~~the ~~both~~cost ofreduction program, which contributed 13.41 percentage points to the change.

~~Transformation programs and costs~~ 55

Our transformation programs consist of the Cost Optimization and Prioritization Plan (launched in 2020) and the HPE Next Plan (launched in 2017).

Transformation costs decreased by $190 million, or 67.1%, due to lower charges incurred in the current period as the primary elements of these plans have been substantially completed by the end of fiscal 2023. Refer to Note 3, “Transformation Programs” to the Consolidated Financial Statements in Item 8 of Part II for further discussion.

Acquisition, disposition and other related charges

Acquisition, disposition and other related charges increased by $135 million or 195.7%, primarily due to costs incurred in connection with the pending acquisition of Juniper Networks.

Table of Contents

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Amortization of intangible assets

Amortization of intangible assets increased by $244 million, or 91%, primarily due to the amortization expense of the acquired intangibles as a result of the Merger. The increase was partially offset by certain intangible assets associated with prior acquisitions reaching the end of their amortization periods.

Impairment charges

In fiscal 2025, we recorded goodwill impairment charges and the impairment of certain fixed assets of $1.6 billion. It was determined that the fair value of the Hybrid Cloud reporting unit was below the carrying value of its net assets. The decline in the fair value was primarily driven by an increase in the discount rate used in the discounted cash flows analysis, driven by heightened macroeconomic uncertainty. Refer to Note 11, “Goodwill and Intangible Assets,” to the Consolidated Financial Statements in Item 8 of Part II for more information.

Acquisition, disposition and other charges

Acquisition, disposition and other charges increased by $247 million, or 117.1%, primarily due to the Merger.

Interest and other, net

Interest and other, net expense increased by $1358 million, or 1249.56%, primarily due to ~~lower~~higher ~~gain~~loss ~~from~~on ~~sale~~equity ~~of certain~~ investments ~~and~~of ~~unfavorable~~$122 ~~currency~~million ~~fluctuations~~ in the current fiscal year and ~~the~~increase ~~previous~~in ~~year~~net ~~containing~~interest ~~tax~~expense ~~indemnification~~of ~~income~~$114 ~~due to an audit settlement~~million. The increase was partially offset by aan ~~decrease~~increase in the non-service net ~~interest~~periodic ~~expense~~benefit credit of $104 million and ~~lower~~the ~~loss~~gain onof ~~equity~~$52 ~~investments~~million from the settlement to resolve claims solely against Sushovan Hussain in the ~~current~~ongoing ~~year.~~Autonomy litigation.

Gain on sale of equity interest

On September 4, 2024, the Company divested 30% of the total issued share capital of H3C to UNIS. ~~We continue to possess the option to sell the remaining 19% of the total issued share capital of H3C at a later date.~~ In connection with this sale, we recorded a gain on sale of equity interest of $733 million in fiscal 2024.

Gain on sale of a business

On December 1, 2024, we completed the disposition of CTG. We received net proceeds of $210 million and recognized a gain of $248 million.

Earnings from equity interests

In fiscal ~~2024~~2025, Earnings from equity interests decreased by $9868 million, or 4046.3%, primarily due to lower ~~net~~earnings ~~income~~from ~~earned~~our byequity interest in H3C ~~and~~as a result of the disposition of 30% of the total issued share capital of H3C, ~~partially offset by lower amortization expense from basis difference~~ in ~~the~~fiscal ~~current period~~2024.

~~Provision~~Benefit (provision) for taxes

For fiscal ~~2024~~2025 and ~~2023~~2024, we recorded income tax ~~expense~~benefit of $~~374~~342 million and income tax expense of $~~205~~374 million, respectively, which reflect effective tax rates of 12120.70% and 912.27%, respectively. Our effective tax rate generally differs from the U.S. federal statutory rate of 21% due to favorable tax rates associated with certain earnings from our operations in lower tax jurisdictions throughout the world but ~~may~~is also ~~be materially~~ impacted by discrete tax adjustments during the fiscal year. The ~~jurisdictions~~effective ~~with favorable~~ tax ~~rates~~rate ~~that~~for ~~had~~fiscal ~~the~~2025 ~~most~~also ~~significant~~included ~~impact~~the oneffects ~~our~~of ~~effective tax rate in~~ the ~~periods~~non-deductible ~~presented~~goodwill ~~include Puerto Rico and Singapore~~impairment.

In fiscal ~~2024~~2025, we recorded $43693 million of net income tax ~~charges~~benefits related to various items discrete to the year. These amounts primarily included:

•$~~104~~402 million of net income tax ~~charges~~benefits ~~resulting~~related ~~from~~to ~~the~~costs ~~gain~~incurred onas ~~the~~a ~~H3C~~result ~~divestiture, which includes $215 million~~ of ~~U.S.~~the ~~and~~Merger ~~foreign~~which ~~income~~was ~~tax~~inclusive ~~charges~~of ~~offset~~a by $~~111~~327 million ofnet income tax benefit ~~for~~from the ~~release of an uncertain~~ tax ~~benefit~~impact ~~related~~of tointegration ~~the prior divestiture~~transactions, ~~partially offset by~~

•$5476 million of net income tax benefits related to ~~transformation~~the ~~costs,~~release ~~and~~of ~~acquisition,~~certain ~~disposition~~state ~~and~~valuation ~~other~~allowances ~~related~~due ~~charges~~to ~~and~~changes in tax law,

•$1161 million of net ~~excess~~income tax benefits related to ~~stock-based~~the ~~compensation.~~reduction in uncertain tax positions due to statute of limitations expirations, and

~~In fiscal 2023, we recorded~~ •$~~131~~55 million of net income tax benefits related to ~~items discrete to~~ the ~~year.~~cost ~~These~~reduction ~~amounts primarily included:~~program.

~~•$104 million of income tax benefits related to transformation costs and acquisition, disposition and other related charges and~~56

•$19 million of net excess tax benefits related to stock-based compensation.

Segment Information

Hewlett Packard Enterprise's organizational structure is based on a number of factors that the Chief Operating Decision Maker, who is the CEO, uses to evaluate, view, and run our business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The segments are based on this organizational structure and information reviewed by Hewlett Packard Enterprise's management to evaluate segment results.

A description of the products and services for each segment, along with other pertinent information related to Segments can be found in Note 2, “Segment Information,” to the Consolidated Financial Statements in Item 8 of Part II.

Table of Contents

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

In fiscal 2024, we recorded $43 million of net income tax charges related to various items discrete to the year. These amounts primarily included:

•$104 million of net income tax charges resulting from the gain on the H3C divestiture, which includes $215 million of U.S. and foreign income tax charges offset by $111 million of income tax benefit for the release of an uncertain tax benefit related to the prior divestiture, partially offset by

•$54 million of income tax benefits related to transformation costs, and acquisition, disposition and other charges and

•$11 million of net excess tax benefits related to stock-based compensation.

Segment Information

Hewlett Packard Enterprise's organizational structure is based on a number of factors that the Chief Operating Decision Maker, who is the Chief Executive Officer, uses to evaluate, view, and run our business operations, which include, but are not limited to, customer base and homogeneity of products and technology. The segments are based on this organizational structure and information reviewed by Hewlett Packard Enterprise's management to evaluate segment results.

Segment Results

The following provides an overview of our key financial metrics by segment for fiscal ~~2024~~2025 as compared to fiscal ~~2023~~2024:

	HPEConsolidated			Server			Hybrid Cloud			~~Hybrid Cloud~~Networking			~~Intelligent~~Financial ~~Edge~~Services			~~Financial~~CorporateInvestments ~~Services~~and Other			~~CorporateInvestments and Other~~
	Dollars in millions, except for per share amounts
Net revenue(1)	$	3034,~~127~~296		$	1617,~~205~~745		$	5,754		$	56,~~386~~850		$	43,~~532~~504		$	~~3,512~~776		$	~~1,014~~
Year-over-year change %	313.48%			1210.82%			4.9%			(151.9)1%			(150.72)%			0(23.95)%			~~2.9%~~
Earnings (loss) from operations(2)	$	2,190		$	1,818					$	245		$	1,115		$	316		$	(25)
Gross Profit as a % of net revenue	30.3%			20.9%			37.0%			59.8%			18.5%			22.9%
Earnings (loss) from operations as a % of net revenue	7.3%			11.2%						4.5%			24.6%			9.0%			(2.5)%
(Loss) earnings from operations(2)	$	(437)		$	1,343		$	335		$	1,596		$	361		$	(32)
Year-over-year change percentage points	0.1		pts	(1.5)		pts				0.3		pts	(0.4)		pts	0.9		pts	5.3		pts
(Loss) earnings from operations as a % of net revenue	(1.3)%			7.6%			5.8%			23.3%			10.3%			(4.1)%
Year-over-year change percentage points	(8.6)		pts	(3.6)		pts	1.1		pts	(1.3)		pts	1.3		pts	(1.6)		pts

(1)HPE consolidated net revenue excludes inter-segment net revenue.

(2)Segment earnings (loss) from operations exclude certain unallocated corporate costs and eliminations, stock-based compensation expense, amortization of intangible assets, impairment ~~of goodwill~~charges, transformation costs, ~~disaster~~H3C ~~charges,~~ divestiture related ~~exit~~severance costs, severance costs related to the cost reduction program, and acquisition, disposition and other ~~related~~ charges.

Server

	For the fiscal years ended October 31,
	2024			2023			2022			2024 vs 2023% Change		2023 vs 2022 % Change
	2025			2024			2023			2025 vs 2024% Change
	Dollars in millions
Net revenue	$	1617,~~205~~745		$	1416,~~361~~104		$	1514,~~472~~266		1210.82	%	~~(7.2)~~	%
Earnings from operations	$	1,818		$	1,830		$	1,958		(0.7)	%	(6.5)	%
Cost of sales	14,038			12,060			10,071			16.4	%
Earnings from operations as a % of net revenue	11.2		%	12.7		%	12.7		%
Gross profit	3,707			4,044			4,195			(8.3)	%
Operating expenses	2,364			2,240			2,380			5.5	%
Earnings from operations	$	1,343		$	1,804		$	1,815		(25.6)	%
Earnings from operations as a % of net revenue	7.6		%	11.2		%	12.7		%

~~Fiscal 2024 compared with fiscal 2023~~57

Server net revenue increased by $1,844 million, or 12.8% in actual dollars and constant currency, primarily due to a $1,812 million, or 16.7%, increase in product revenue. The increase in product revenue was primarily due to higher AUPs of $1,769 million, or 16.3%.

Server earnings from operations as a percentage of net revenue decreased 1.5 percentage points primarily due to an increase in costs of products as a percentage of net revenue, moderated by a decrease in operating expenses as a percentage of net revenue. The increase in costs of products as a percentage of net revenue was primarily due to higher mix of lower margin products and competitive pricing pressure. The decrease in operating expenses as a percentage of net revenue was primarily due to lower total operating expenses as a result of cost containment measures.

Fiscal 2023 compared with fiscal 2022

Server net revenue decreased by $1,111 million, or 7.2% (decreased 3.5% on a constant currency basis), primarily due to a $1,061 million, or 8.9%, decrease in product revenue. The decline in product revenue was primarily due to lower server unit volume of $1,281 million, or 10.7%, and unfavorable currency fluctuations of $458 million, or 3.8%. The product revenue decline was moderated by an increase in AUPs of $683 million, or 5.7%, led by higher sales of server configurations with more complex component architectures in our next generation products.

Server earnings from operations as a percentage of net revenue remained relatively flat.

Table of Contents

HEWLETT PACKARD ENTERPRISE COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Fiscal 2025 compared with fiscal 2024

Server net revenue increased by $1,641 million, or 10.2%, primarily due to a $1,691 million, or 13.3%, increase in product revenue. The increase in product revenue was primarily due to higher net AUPs of $2,556 million, or 20.1%, partially offset by a decrease in net unit volume of $827 million, or 6.5%.

Server gross profit decreased by $337 million, or 8.3%, primarily driven by an increase in cost of sales by $1,978 million, or 16.4%, due to the input cost increases and higher mix of lower margin products.

Earnings from operations decreased by $461 million, or 25.6%, primarily driven by lower gross profit and an increase in operating expenses by $124 million, or 5.5%, due to higher SG&A expenses.

Hybrid Cloud

	For the fiscal years ended October 31,
	2024			2023			2022			2024 vs 2023 % Change		2023 vs 2022 % Change
	2025			2024			2023			2025 vs 2024 % Change
	Dollars in millions
Net revenue	$	5,~~386~~754		$	5,~~493~~487		$	5,~~233~~588		(14.9)	%	~~5.0~~	%
Earnings from operations	$	245		$	232		$	468		5.6	%	(50.4)	%
Cost of sales	3,624			3,302			3,314			9.8	%
Earnings from operations as a % of net revenue	4.5		%	4.2		%	8.9		%
Gross profit	2,130			2,185			2,274			(2.5)	%
Operating expenses	1,795			1,926			2,027			(6.8)	%
Earnings from operations	$	335		$	259		$	247		29.3	%
Earnings from operations as a % of net revenue	5.8		%	4.7		%	4.4		%

Fiscal ~~2024~~2025 compared with fiscal ~~2023~~2024

Hybrid Cloud net revenue ~~decreased~~increased by $~~107~~267 million, or 14.9%, ~~(decreased 2.0% on a constant currency basis) primarily~~ due to ~~a decrease in AUPs, partially offset by~~ an increase in ~~unit volume.~~ Hybrid Cloud ~~product~~service revenue ~~decreased~~by $~~267~~285 million, or 811.17%~~, primarily due to a decrease in AUPs of $831 million, or 25~~.~~2%,~~ ~~led~~The byincrease ~~private~~was ~~cloud~~primarily ~~and~~driven ~~storage products, partially offset~~ by ahigher ~~unit~~services ~~volume~~contribution ~~increase~~from ~~of $543 million or 16.5%, led by~~ private cloud ~~and storage products~~solutions. Hybrid Cloud ~~services~~product revenue ~~increased by $160 million, or 7.3%, primarily due to a unit volume increase of $275 million, or 12.5%, led by private cloud and infrastructure SaaS. This increase~~ was ~~partially~~relatively ~~offset by lower AUPs of $107 million, or 4~~flat.~~9%.~~

Hybrid Cloud ~~earnings~~gross ~~from~~profit ~~operations~~decreased asby a$55 ~~percentage~~million, ofor ~~net~~2.5%, ~~revenue~~primarily ~~remained~~driven ~~relatively~~by ~~flat~~an increase in cost of products as ~~compared~~we transition to ~~the~~a ~~prior~~more software-~~year~~defined ~~period~~platform with HPE Alletra.

~~Fiscal~~Hybrid ~~2023~~Cloud ~~compared~~earnings ~~with~~from ~~fiscal~~operations ~~2022~~increased by $76 million, or 29.3%, due to a decrease in operating expenses by $131 million, or 6.8%, primarily driven by capitalization of software costs and cost containment measures, partially offset by a decrease in gross profit as mentioned above.

Hybrid Cloud net revenue increased by $260 million, or 5.0% (increased 8.2% on a constant currency basis) primarily due to an increase in unit volume, partially offset by unfavorable currency fluctuations and decrease in AUPs. Hybrid Cloud product revenue increased by $180 million, or 5.8%, primarily due to an increase in unit volume of $371 million or 11.9%, led by private cloud and infrastructure SaaS. The increase in product revenue was moderated by unfavorable currency fluctuations of $130 million or 4.2%, and a decrease in AUPs of $39 million or 1.3%. Hybrid Cloud services revenue increased by $80 million, or 3.8%, primarily due to a unit volume increase of $178 million, or 8.4%, led by private cloud and infrastructure SaaS. The increase in service revenue was partially offset by decrease in AUPs of $43 million or 2.0% and unfavorable currency fluctuations of $40 million or 1.9%.Networking

Hybrid Cloud earnings from operations as a percentage of net revenue decreased 4.7 percentage points due to an increase in cost of products sold as a percentage of net revenue and an increase in operating expenses as a percentage of net revenue. The increase in cost of products and services as a percentage of net revenue was primarily due to lower margin GreenLake Flex Solutions deals and decrease in storage subscription revenue. The increase in operating expenses as a percentage of net revenue was primarily due to the unfavorable currency fluctuations.


	For the fiscal years ended October 31,
	2025			2024			2023			2025 vs 2024 % Change
	Dollars in millions
Net revenue	$	6,850		$	4,532		$	5,379		51.1	%
Cost of sales	2,756			1,706			2,228			61.5	%
Gross profit	4,094			2,826			3,151			44.9	%
Operating expenses	2,498			1,711			1,808			46.0	%
Earnings from operations	$	1,596		$	1,115		$	1,343		43.1	%
Earnings from operations as a % of net revenue	23.3		%	24.6		%	25.0		%

~~Intelligent Edge~~58

	For the fiscal years ended October 31,
	2024			2023		2022		2024 vs 2023 % Change		2023 vs 2022 % Change
	Dollars in millions
Net revenue	$	4,532		$	5,379	$	3,857	(15.7)	%	39.5	%
Earnings from operations	$	1,115		$	1,343	$	542	(17.0)	%	147.8	%
Earnings from operations as a % of net revenue	24.6		%	25.0

Filing Compare · Hewlett Packard Enterprise Co