DEF 14A of Hewlett Packard Enterprise Co, Feb 11, 2026

DEF 14A of Hewlett Packard Enterprise Co

Filed Feb 11, 2026 · FY20250001645590-26-000019

Open on EDGAR

  1. Director compensation and stock ownership guidelines

    Director compensation and stock ownership guidelines Non-employee director compensation is determined by the Board, acting on the recommendation of the HRC Committee. When determining and recommending such compensation, the HRC Committee annually considers market data for our peer group, which is the same group used for HPE’s executive compensation benchmarking purposes (see “Executive compensation—Compensation discussion and analysis—Other compensation-related matters—Fiscal 2025 peer companies”) as well as input from Frederic W. Cook & Co., Inc. (“FW Cook”), the independent compensation consultant retained by the HRC Committee. Directors who are employees of the Company or its affiliates — currently, only our President and CEO, Antonio Neri — do not receive separate compensation for their Board service. The HRC Committee sets director compensation levels to align with our peer group companies and reflect the directors’ time commitment and responsibilities. A competitive compensation package is important because it enables attraction and retention of highly qualified directors who are critical to our long-term success. For board year 2025, FW Cook conducted a review of director compensation levels relative to our peer group. Results of their review indicated HPE’s director compensation program was aligned with the Company’s overall philosophy. As such, the HRC Committee determined not to recommend changes for the 2025 board year. The HRC Committee intends to conduct director compensation reviews annually. As set forth above, during fiscal 2025, HPE established two ad hoc committees of the Board - the Strategy Committee and the Integration Committee. These ad hoc committees were formed following the closing of the acquisition of Juniper Networks to support the Board and management in reviewing the strategy of the Company and opportunities for value creation and oversee Juniper Networks integration efforts, respectively. With input from FW Cook, the board adopted the following compensation structure for these committees effective August 1, 2025: Strategy Committee annual chair cash fee of $20,000; Integration Committee annual chair cash fee of $30,000 per year and, given the expected incremental time commitment associated with the Integration Committee, an annual cash fee of $20,000 for non-chair members in lieu of eligibility for excess meeting fees. In light of the increased demands on members’ time, the HRC Committee and the Board approved a change in December 2025, whereby after December 1, 2025, Strategy Committee members receive an annual cash fee of $15,000 in lieu of eligibility for excess meeting fees.

  2. Director compensation and stock ownership guidelines

    | 36 | HPE 2026 PROXY STATEMENT |

  3. Director compensation and stock ownership guidelines

    During board year 2025, non-employee directors received compensation for their service as shown in the chart below:

  4. Director compensation and stock ownership guidelines

    | Pay component | Director compensation(1) | Additional information | | Annual cash retainer(2) | $115,000 | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Annual equity retainer | $240,000 granted in RSUs(5) | May defer up to 100%(4) | | Meeting fees | $2,000 for each board meeting in excess of ten $2,000 for each committee meeting in excess of ten (per committee; excludes Integration Committee and Strategy Committee(7)) | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Board Chair fee (2) | $200,000 | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Committee chair fees(2,6) | Audit committee: $30,000 Integration committee: $30,000 HRC committee: $25,000 All others: $20,000 | May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Committee member fees(2,6,7) | Integration committee: $20,000 Strategy committee: $15,000(7) | Not eligible for excess meeting fees; May elect to receive up to 100% in HPE stock(3), which may be deferred(4) | | Stock ownership guidelines | 5x annual cash retainer (i.e., $575,000) | Shares counted toward the guideline include those held by the director, directly or indirectly, and deferred vested RSUs. Should be met within five years of election to the Board |

  5. Director compensation and stock ownership guidelines

    1.For purposes of determining director compensation, we use a compensation year that generally commences with the date on which the annual stockholders meeting is held and ends one day prior to the following year’s annual stockholders meeting date. However, this does not coincide with our November through October fiscal year. Therefore, the pay components for the director compensation program for fiscal 2025 reflect program guidelines during both the 2024 and 2025 board years. The 2024 board year began in April 2024 and ended April 2025. The 2025 board year began in April 2025 and will continue until April 2026. 2.Annual cash retainers, as well as Chair, committee chair and committee fees paid in cash, are paid in quarterly installments. 3.Annual cash retainers and Chair, committee chair and committee fees received in shares of HPE stock in lieu of cash are delivered quarterly in four equal grants. Meeting fees received in shares of HPE stock are delivered at the end of the board year. 4.Deferral elections are made annually and are effective for the following calendar year. For calendar year 2025, directors were permitted to elect to defer, until termination of service from the Board, all or a portion of any compensation received in the form of RSUs or shares of HPE stock. 5.RSUs generally vest on the earlier of the date of the annual stockholder meeting in the following year or after one year from the date of grant. Directors receive dividend equivalent units with respect to RSUs. 6.The Integration Committee and Strategy Committee commenced in fiscal 2025 and committee chairs and members received a prorated fee for their service beginning August 2025, as applicable. 7.In light of the increased demands on members’ time, the HRC Committee and the Board approved a change in December 2025, whereby after December 1, 2025, Strategy Committee members receive an annual cash fee of $15,000 in lieu of eligibility for excess meeting fees. Given the timing of the approval and effectiveness of the change, such changes were not reflected in, and did not impact, director compensation during fiscal 2025. Non-employee directors are reimbursed for their expenses in connection with attending Board meetings.

  6. Director compensation and stock ownership guidelines

    | HPE 2026 PROXY STATEMENT | 37 |

  7. Fiscal 2025 director compensation

    Fiscal 2025 director compensation The following table provides information regarding compensation for directors who served during fiscal 2025:

  8. Fiscal 2025 director compensation

    | Name | Fees earned or paid in cash(1) ($) | Stock awards(2)(3) ($) | All other compensation ($) | Total ($) | | Patricia F. Russo | 157,500 | 397,501 | — | 555,001 | | Robert M. Calderoni(4) | 38,750 | 159,992 | — | 198,742 | | Pamela L. Carter | 145,000 | 240,002 | — | 385,002 | | Frank A. D'Amelio | 122,500 | 240,002 | — | 362,502 | | Regina E. Dugan | 115,000 | 240,002 | — | 355,002 | | Jean M. Hobby | 145,000 | 240,002 | — | 385,002 | | Raymond J. Lane | — | 355,011 | — | 355,011 | | Ann M. Livermore | 115,000 | 240,002 | — | 355,002 | | Bethany J. Mayer | 120,000 | 240,002 | — | 360,002 | | Antonio F. Neri(5) | — | — | — | — | | Charles H. Noski | 135,000 | 240,002 | — | 375,002 | | Raymond E. Ozzie | 135,000 | 240,002 | — | 375,002 | | Gary M. Reiner | — | 374,990 | — | 374,990 |

  9. Fiscal 2025 director compensation

    1.The dollar amounts shown represent the cash portion of the annual retainers, committee chair fees, chair fees, committee member fees and additional meeting fees earned with respect to service during fiscal 2025. See “Additional information about fees earned or paid in cash in fiscal 2025” below. Any amounts elected to be received as HPE stock in lieu of cash are reflected in the stock awards column. 2.The amounts in this column reflect the grant date fair value of the annual equity retainer in the amount of $240,002, granted in the form of RSUs in fiscal 2025, as well as the following compensation voluntarily elected to be received in shares or deferred units of HPE stock in lieu of all or a portion of the annual cash retainer, and chair and additional meeting fees (where applicable) during fiscal 2025: Ms. Russo received $157,499, Mr. Lane received $115,009, and Mr. Reiner received $134,988 in shares of HPE stock. The number of shares of HPE stock granted in lieu of cash is determined using the closing stock price on the last day of the board quarter (rounded to the nearest share). All or a portion of the stock awards may have been deferred based on the director’s compensation election. 3.Represents the grant date fair value of the annual equity retainer granted in fiscal 2025, calculated in accordance with applicable accounting standards relating to share-based payment awards. For awards of RSUs, that amount is calculated by multiplying the closing price of HPE’s stock on the date of grant by the number of units awarded. 4.Mr. Calderoni joined as a board member during board year 2025. Amounts represent a prorated amount paid in fiscal 2025 for his time served in board year 2025. 5.As our CEO, Mr. Neri did not receive any compensation for his board service. Please see the “Executive compensation—Compensation discussion and analysis” section (the “CD&A”) for details regarding Mr. Neri’s fiscal 2025 compensation.

  10. Fiscal 2025 director compensation

    | 38 | HPE 2026 PROXY STATEMENT |

  11. Director nominee experience and qualifications

    Director nominee experience and qualifications The Board annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements, and the long-term interests of our stockholders. The Board believes that its members should possess a variety of skills, professional experience, and backgrounds in order to effectively oversee our business. In addition, the Board believes that each director should possess certain attributes, as reflected in the Board membership criteria described below. Our Corporate Governance Guidelines and our Bylaws contain the current Board membership criteria that apply to nominees recommended for a position on the Board. Under those criteria, members of the Board should have the highest professional and personal ethics and values, consistent with our long-standing values and standards. They should have broad experience at the policy-making level in business, government, technology, or public service. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. In addition, the NG Committee takes into account a potential director’s ability to contribute to the diversity of background, experience, and skills represented on the Board, and it balances these considerations when assessing the composition of the Board. Directors’ service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to effectively and responsibly perform all director duties. Each director must represent the interests of all of our stockholders. The Board uses these, the minimum criteria for directors and director nominees set forth in our Bylaws, and other criteria as appropriate to evaluate potential nominees. The Board believes that all the nominees named below are highly qualified and have the skills and experience required for effective service on the Board. The nominees’ individual biographies below contain more specific information about their experiences, qualifications, and skills that led the Board to nominate them. There are no family relationships among our executive officers and directors. All of the nominees have indicated that they will be available to serve as directors. In the event that any nominee should become unavailable, the proxy holders, Antonio F. Neri, Marie Myers, and David Antczak, will vote for a nominee or nominees designated by the Board or the Board may decrease the size of the Board.

  12. Fiscal 2025 compensation results

    | Fiscal 2025 incentive program results | | | | | 92% | 105% | 85% | 77% | | Average corporate NEO annual incentive payout as percentage of target(1) | Average business segment NEO annual incentive payout as percentage of target(1) | First segment achievement of the fiscal 2024 PARSUs based on the 2-year performance period as percentage of target(2) | Second segment achievement of the fiscal 2023 PARSUs based on the 3-year performance period as percentage of target(2) |

  13. Fiscal 2025 compensation results

    1.As described in the “Fiscal 2025 annual incentive - Fiscal 2025 results” section in the CD&A below, on September 19, 2025 the HRC Committee increased the target goal levels of the HPE financial performance metrics (with corresponding revisions to the threshold and maximum goals consistent with the originally approved performance curves) related to the annual incentive opportunity for our executive officers to reflect the acquisition of Juniper Networks. This process was intended to avoid an artificial inflation of the payout by holding management accountable to Juniper Networks results for the portion of the fiscal year in which it was reflected in our financial statements. 2.As described in the “Modification of PARSUs related to the Juniper Networks Acquisition” section in the CD&A below, on November 10, 2025, the HRC Committee increased the target goal levels of the non-GAAP net income growth goals (i.e., non-GAAP net earnings attributable to HPE in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025) (with corresponding increases to the threshold and maximum goals consistent with the originally approved performance curves) related to the PARSU measurement for fiscal 2025, fiscal 2026, and fiscal 2027 (as applicable) to reflect the expected profit contribution associated with the acquisition of Juniper Networks. As a result of this modification, payout for all affected portions of the fiscal 2023, fiscal 2024, and fiscal 2025 PARSUs will not be greater than what the total payout for these PARSUs would have been had this modification not been made.

  14. Fiscal 2025 leadership changes

    Fiscal 2025 leadership changes In connection with Mr. Rahim’s onboarding as President and GM of HPE’s Networking business unit upon acquisition of Juniper Networks, we entered into an offer letter with him on January 9, 2024 (the “Rahim Offer Letter”) that took effect upon the close of the transaction. The Rahim Offer Letter included the following ongoing compensation elements: (a) an initial annual base salary of $1,000,000 for the first three years of employment; (b) a target annual bonus opportunity of 175% of base salary and a maximum bonus opportunity of 200% of target bonus for the three-year period commencing with the year following the end of the year in which the Merger closing occurs, and (c) an annual long-term incentive award for each of the first three years of employment, each with an $11,000,000 target grant date value, the first to be granted within ninety days of the acquisition close and the subsequent grants to occur in December 2026 and December 2027. For each annual long-term incentive grant, 50% of the target grant date value will be granted in the form of time-based RSUs that vest in equal annual installments over three years, subject to continued service. The other 50% will be granted in the form of performance-adjusted RSUs that will vest based on operating profit goals for the Networking business unit after the completion of a three-year performance period (“Mr. Rahim’s PARSUs”), subject to continued employment through the applicable performance periods. Mr. Rahim’s PARSUs will vest at a rate of 50% of target for threshold achievement of the applicable operating profit goals, and up to 200% of target for maximum achievement of such goals, with a total shareholder return modifier of plus or minus 20% (but in no event will Mr. Rahim’s PARSUs vest at a rate greater than 200% of target). In addition to the ongoing compensation described above, to compensate Mr. Rahim for certain of the change-in-control related benefits that he was entitled to upon a voluntary termination of employment at closing of the transaction but that he forfeited upon agreeing to continued employment with HPE, the Rahim Offer Letter also included (a) a one-time RSU Award with a grant date value of $3,000,000 that will vest in equal installments on each of the first three anniversaries of the acquisition close, subject to continued employment through each vesting date (“Retention RSU Award”), and (b) a one-time $9,000,000 cash award with the same vesting terms as the Retention RSU Award (“Retention Cash Award”). All compensation terms applicable to Mr. Rahim were established prior to closing of the transaction and acquisition of Juniper Networks by HPE, and the collective total does not represent additive compensation; rather, the ongoing components represent market-competitive amounts for Mr. Rahim’s role, and the one-time awards represent replacement of certain change-in-control severance benefits that he forfeited. The Committee believes that these amounts reflect the substantial value that Mr. Rahim will bring to HPE and facilitate his continued service and leadership of the expanded Networking business.

  15. Role of the HRC Committee and its advisors

    Role of the HRC Committee and its advisors The HRC Committee oversees and provides strategic direction to management regarding all aspects of HPE’s pay program for senior executives. It makes recommendations regarding the compensation of the CEO to the independent members of the Board for approval, and it reviews and approves the compensation of the remaining Section 16 officers. All HRC Committee members are independent, non-employee directors with significant experience in executive compensation matters. The HRC Committee engages its own independent compensation consultant as well as its own independent legal counsel. The HRC Committee continued to retain both FW Cook as its independent compensation consultant and Vedder Price, P.C. (“Vedder Price”) as its independent legal counsel in fiscal 2025. FW Cook provided analyses, market comparator benchmarking, and recommendations that informed the HRC Committee’s decisions. All changes to the compensation programs for our NEOs and other Section 16 officers were assessed by FW Cook on behalf of the HRC Committee, and were discussed and approved by the HRC Committee. Pursuant to SEC rules, the HRC Committee assessed the independence of its advisors, and concluded each is independent and that no conflict of interest exists that would prevent FW Cook or Vedder Price from independently providing service to the HRC Committee. Neither FW Cook nor Vedder Price performs other services for the Company, and neither will do so without the prior consent of the HRC Committee chair. FW Cook regularly attends HRC Committee meetings and engages with the HRC Committee chair and the HRC Committee members outside the presence of management. The HRC Committee met six times in fiscal 2025. FW Cook participated in each meeting, as well as preparatory meetings and executive sessions in the absence of management.

  16. Components and mix of compensation

    | Pay component | Role | Determination factors | | Base salary | •Provides fixed portion of annual cash income | •Value of role in competitive marketplace •Criticality of the role •Skills, experience, and performance of individuals compared to the market, as well as internal equity | | Annual incentive (i.e., Pay-for-Results or “PfR” Program) | •Provides variable portion of annual cash income •Focuses executives on annual objectives that support long-term strategy and value creation | •Target opportunities based on competitive marketplace, internal equity, and level of experience •Actual payouts based on performance against annual goals at the corporate, business unit (where applicable), and individual level. | | Long-term incentives: •Performance-adjusted restricted stock units (“PARSUs”) •Restricted stock units (“RSUs”) | •Incentivizes long-term sustained financial and stock price performance •Aligns interests of executives with stockholders •Encourages equity ownership •Encourages retention | •Target awards based on competitive marketplace, internal equity, and skills and performance of executive •Realized value based on actual performance against corporate goals, and absolute and relative stock price performance | | All other: •Benefits •Perquisites •Severance protection | •Supports the health and security of our executives, and their ability to save on a tax-deferred basis •Enhances executive productivity | •Competitive marketplace •Level of executive •Standards of good governance |

  17. Process for setting and awarding fiscal 2025 executive compensation

    Process for setting and awarding fiscal 2025 executive compensation The Board and the HRC Committee regularly discuss ways to further align our executive compensation program with our business strategy and stockholders’ interests. Fiscal 2025 target total direct compensation levels for HPE executives (other than the CEO) were determined by the HRC Committee based on recommendations from our CEO, and for the CEO, the total direct compensation level was recommended by the HRC Committee to the full Board and then approved by the full Board. In making changes for fiscal 2025, the HRC Committee considered the evolution of HPE’s business and business needs, as well as appropriate levels of compensation in comparison to HPE’s peer companies. The objectives were to drive strong performance, pay commensurately with performance, and align the interests of HPE’s executives with those of HPE’s stockholders. The HRC Committee and the Board considered a broad range of facts and circumstances in setting our overall executive compensation levels. Among the factors considered for our executives generally, and for the NEOs in particular, were market competitiveness, our CEO’s recommendations for all NEOs excluding himself, internal equity, business performance, and individual performance. The weight given to each factor may differ from year to year, is not formulaic, and may differ among individual NEOs in any given year. For example, when we recruit externally, market competitiveness, experience, and the circumstances unique to a particular candidate may weigh more heavily when determining compensation levels. In contrast, when determining year-over-year compensation for current NEOs, internal equity and individual performance may weigh more heavily in the analysis. Because such a large percentage of NEO pay is performance-based, the HRC Committee spent significant time discussing and determining the appropriate metrics and goals for HPE’s annual and long-term incentive programs. For fiscal 2025, management made an initial recommendation of goals, which were discussed and approved by the HRC Committee after consultation with FW Cook. Major factors considered in setting goals for each fiscal year include business results from the most recently completed fiscal year, business-specific strategic plans approved by the full board, macroeconomic factors, peer company practices, and financial guidance provided by management to investors.

  18. Compensation program revisions for fiscal 2025

    Compensation program revisions for fiscal 2025 As disclosed in our fiscal 2024 proxy statement (filed in February 2025), the fiscal 2025 annual incentive program was refined to align the financial performance for all corporate and business segment NEOs under companywide metrics and to revise the manner in which MBO performance affects payout under our annual incentive program. Specifically, the MBOs in prior years served as a modifier that adjusted the financial performance metric results upwards or downwards. For fiscal 2025, the MBOs function as a stand-alone set of goals that are weighted 20%, with the portion earned not affecting the outcome on the financial performance metrics that carry an 80% weighting. The fiscal 2025 long-term incentive programs remained largely consistent with those from the prior year.

  19. Fiscal 2025 annual incentives

    Fiscal 2025 annual incentives

  20. Pay-for-Results (“PfR”) program design

    Pay-for-Results (“PfR”) program design Our NEOs were eligible to earn an annual cash incentive award under the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as amended (the “Plan”), for fiscal 2025. The target annual incentive awards for fiscal 2025 were set at 200% of base salary for Mr. Neri, 175% of base salary for Mr. Rahim, 150% of base salary for Ms. Myers and Mr. Schultz, and 125% of base salary for Ms. Russo.

  21. Pay-for-Results (“PfR”) program design

    | HPE Annual Incentive Program | | | | | | HPE Financial Performance Metrics - 80% weight | | | | MBO Performance - 20% weight | | 35% | 15% | 50% | | Individual quantitative and qualitative goals | | HPE Revenue | HPE ARR | HPE Operating Profit | | |

  22. Pay-for-Results (“PfR”) program design

    •The funding for each metric and overall funding is capped at 200% of target. •To drive profitable growth and strong margins, HPE revenue and ARR cannot pay above 100% if operating profit is below threshold. Financial performance metrics of HPE revenue, HPE ARR, and HPE non-GAAP operating profit (i.e., non-GAAP earnings from operations) comprised 80% of the overall fiscal 2025 annual incentive program weighting, while the achievement of certain individual performance-based MBO goals, which include certain business unit-specific goals, as applicable, comprised the remaining 20% weighting. The MBO goals were established at the beginning of the performance period and were measured objectively following the end of the fiscal year. The specific financial performance metrics, their linkage to HPE results, and the weighting that was placed on each, were chosen because the HRC Committee believed: •performance against these metrics enhances value for stockholders by creating focus on both the top and bottom line; •a balanced weighting with caps on maximum payouts mitigates the likelihood of rewarding executives for taking excessive risk; and •using different measures promotes attention to key value drivers and a balanced focus on the key drivers of growth. The financial performance metrics applicable to our PfR program for fiscal 2025 are defined and explained in greater detail below:

  23. Pay-for-Results (“PfR”) program design

    | Fiscal 2025 PfR | | | | Financial performance metrics | Definition(1) | Rationale for metric | | HPE revenue | Net revenue as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2025 | Reflects top line financial performance, which is a strong indicator of our long-term ability to drive stockholder value | | HPE operating profit | Non-GAAP earnings from operations(2), as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2025 | Reflects operational financial performance which is directly tied to stockholder value on a short-term basis | | HPE annualized revenue run-rate(3) | Annualized revenue run-rate, as defined and reported in HPE’s Annual Report on Form 10-K for fiscal 2025 | Reinforces the importance of our as-a-service transition |

  24. Fiscal 2025 financial results

    Fiscal 2025 financial results As was reported in our Current Report on Form 8-K filed with the SEC on September 22, 2025, the HRC Committee increased the target goal levels of the HPE financial performance metrics (with corresponding revisions to the threshold and maximum goals consistent with the originally approved performance curves) related to the annual incentive opportunity for our executive officers to reflect the acquisition of Juniper Networks. The HRC Committee’s approach in this respect was to combine the initial HPE standalone goals established by the HRC Committee at the beginning of HPE’s fiscal 2025 with approximately four months of the Juniper Networks standalone goals established by Juniper Networks at the beginning of Juniper Networks’ fiscal 2025 to reflect the approximately four months of fiscal 2025 operating as a combined company. The increased goal levels for the fiscal 2025 annual incentive opportunity were then assessed against HPE’s actual fiscal 2025 results. This process was intended to avoid an artificial inflation of the payout by holding management accountable to Juniper Networks results for the portion of the fiscal year in which it was reflected in our financial statements. For Mr. Rahim, following the close of the Juniper Networks acquisition the HRC Committee approved that: (1) his prorated fiscal 2025 annual incentive opportunity would be based on performance from January 1, 2025 (the beginning of Juniper Networks’ fiscal year) through HPE’s October 31, 2025 fiscal year end, (2) incentive funding for the pre-acquisition period (January 1, 2025 through July 1, 2025) would be aligned to Juniper Networks’ pre-acquisition results against its 2025 bonus plan goals resulting in 130% funding (151% achievement on the 23.3% Juniper revenue weighting, 130% achievement on the 23.3% Juniper ARR weighting, 148% achievement on the 23.3% Juniper non-GAAP operating margin weighting, and 100% achievement on the 30% Juniper strategic metric weighting), and (3) incentive funding for the post-acquisition period would be aligned with HPE’s fiscal 2025 PfR plan consistent with the other NEOs including 80% weighting on HPE financial performance metric results for fiscal 2025 and 20% weighting on MBO performance.

  25. Discussion of fiscal 2025 MBOs

    | Annual base salaryx | Target annual incentive %x | (Financial Funding x 80% | + | MBO Funding x 20%) | = | Annual incentive payout ($) |

  26. Discussion of fiscal 2025 MBOs

    | Fiscal 2025 PfR program annual incentive payout | | | | | | | | | | Annual incentive target (% of salary) | % of target annual incentive funded | | | | | Named executive officer | Annual salary ($) | | Financial metrics (1) (% of target) | MBO (% of target) | Actual payout (1)(2) (% of target) | Actual payout ($) | | Antonio F. Neri | 1,350,000 | 200 | 85 | 105 | 89 | 2,408,832 | | Marie E. Myers | 850,000 | 150 | 85 | 120 | 92 | 1,175,754 | | Rami Rahim (3) | 833,333 | 175 | 130%/85% | 100 | 113 | 1,651,291 | | John F. Schultz | 800,000 | 150 | 85 | 140 | 96 | 1,154,592 | | Fidelma M. Russo | 750,000 | 125 | 85 | 120 | 92 | 864,525 |

  27. Discussion of fiscal 2025 MBOs

    1.Financial metrics funding and actual payout percentages are rounded. 2.Actual payout percentage calculated using 80% weighting for financial metrics and 20% weighting for MBO, other than for Mr. Rahim’s pre-acquisition incentive funding calculation. 3.Mr. Rahim’s annual salary and target annual incentive are prorated based on the ten-month performance period from January 1, 2025 through October 31, 2025. Funding for the pre-acquisition portion of his annual incentive was determined to be 130% target aligned to Juniper Networks’ pre-acquisition results against its 2025 bonus plan. Funding for the post-acquisition portion of his annual incentive is aligned with the HPE PfR program.

  28. Long-term incentives

    Long-term incentives

  29. Fiscal 2025 award mix

    Fiscal 2025 award mix The HRC Committee maintained a fiscal 2025 long-term incentive (“LTI”) design for our NEOs that consisted of a value-based mix of two equity vehicles illustrated in the following chart: •PARSUs support the objectives of linking realized value to the achievement of critical financial and operational objectives, and stockholder alignment. The earned award is based on two- and three-year results against predetermined corporate performance goals and relative long-term stockholder returns. •RSUs support retention and are linked to stockholder value and ownership, which are also important goals of HPE’s executive compensation program. Annual RSUs vest ratably over three years from the date of grant.

  30. Fiscal 2025 annual LTI grant values

    Fiscal 2025 annual LTI grant values The HRC Committee, and in the case of Mr. Neri, the independent members of the Board, approved the value of fiscal 2025 annual LTI awards for the NEOs based on factors such as competitive market data, internal equity, individual performance, and the executives’ potential future contributions. The Plan grants the HRC Committee the authority to manually make certain adjustments to PARSU performance metrics when certifying PARSU vesting results, including in cases where unforeseen or extraordinary events outside of the control of management result in impacts on HPE’s financial results. As discussed in the “Fiscal 2025 leadership changes” section above, Mr. Rahim’s fiscal 2025 LTI grants consisted of the Retention RSU Award granted in July 2025, and an annual LTI grant comprised of 50% RSUs and 50% PARSUs awarded in September 2025. Per the terms of the Rahim Offer Letter, Mr. Rahim’s September 2025 annual RSU and Networking PARSU grant is considered his annual LTI grant for fiscal 2026. Therefore, Mr. Rahim’s next annual LTI grant is expected to be awarded during HPE’s 2027 fiscal year grant cycle in December 2026.

  31. Fiscal 2025 annual LTI grant values

    | Fiscal 2025 annual LTI target award values ($) | | | | | Named executive officer | PARSUs (50%) | RSUs (50%) | Total LTI value (100%) | | Antonio F. Neri | 9,425,000 | 9,425,000 | 18,850,000 | | Marie E. Myers | 4,437,500 | 4,437,500 | 8,875,000 | | Rami Rahim (1) | 5,500,000 | 5,500,000 | 11,000,000 | | John F. Schultz | 4,000,000 | 4,000,000 | 8,000,000 | | Fidelma M. Russo | 3,250,000 | 3,250,000 | 6,500,000 |

  32. Fiscal 2025 annual LTI grant values

    1.For Mr. Rahim, represents his annual LTI grant awarded September 30, 2025 per the terms of the Rahim Offer Letter, which is in lieu of his eligibility to receive a fiscal 2026 grant during December 2025. Excludes the Retention RSUs granted July 17, 2025 as described in the “Fiscal 2025 leadership changes” section above. These values represent the target dollar value of awards granted. The actual grant date fair value used for accounting and disclosure purposes may vary. For more information on NEO grants of PARSUs and RSUs during fiscal 2025, see the “Fiscal 2025 grants of plan-based awards” table.

  33. Fiscal 2025 PARSUs

    Fiscal 2025 PARSUs The PARSUs were structured to have two- and three-year performance periods that began at the start of fiscal 2025 and continue through the end of fiscal 2026 and 2027, respectively (other than for Mr. Rahim). Under this program, fifty percent of the PARSUs are eligible for vesting based on performance over two years with continued service, and fifty percent are eligible for vesting based on performance over three years with continued service. The two- and three-year performance measures are each based on HPE’s non-GAAP net income growth and a modifier dependent upon relative TSR performance against the S&P 500 constituents. We use both two- and three-year performance and vesting periods to reward for achieving mid- and long-term results given business mix transformation, market volatility and unpredictability, and talent retention needs. The PARSUs granted to our NEOs, other than Mr. Rahim, measure non-GAAP net income growth to drive accountability for all aspects of revenue, costs, expenses, depreciation on past capital expenditures, and taxes, which we believe are all key drivers of stockholder value. Internal non-GAAP net income goals were set after consideration of historical performance, internal budgets, and external expectations. Additional details regarding the fiscal 2025 PARSU design are illustrated and further described below.

  34. Fiscal 2025 PARSUs

    | | | Two- and three-year performance periods | | | | | Target PARSUs grantedx | Corporate non-GAAP net income performance % | X | Relative TSR modifier (+/- 20% of financial funding) | = | Final PARSUs vested |

  35. Fiscal 2025 PARSUs

    | Fiscal 2025 PARSUs | | | | | | | | Segment | Vesting(1) | Non-GAAP net income growth vs. internal goals(2)(3)(4) | | Relative TSR vs. S&P 500 +/- 20% modifier(4) | | Overall payout | | Segment one | 50% after two-year performance period | Max Target Threshold < Threshold | 200% 100% 50% 0% | ≥ 90th percentile 50th percentile ≤ 25th percentile | 1.2x 1.0x 0.8x | 0 – 200% of target | | Segment two | 50% after three-year performance period | Max Target Threshold < Threshold | 200% 100% 50% 0% | ≥ 90th percentile 50th percentile ≤ 25th percentile | 1.2x 1.0x 0.8x | 0 – 200% of target |

  36. Fiscal 2025 PARSUs

    1.Performance measurement and vesting occur fifty percent each at the end of the two- and three-year periods, subject to continued service. 2.Non-GAAP net income goals are determined based on the most recent preceding fiscal-year results adjusted by the predetermined year-over-year net income growth rates approved by the HRC Committee at the beginning of the performance period. See the “GAAP to non-GAAP reconciliations” attached as Annex B for additional details regarding non-GAAP net income (i.e., non-GAAP net earnings attributable to HPE in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025). 3.Targets to be disclosed only following the end of the performance periods out of concern for competitive harm. 4.Interpolated for performance between threshold/target and target/maximum achievement levels for net income and relative TSR.

  37. Modification of PARSUs related to the Juniper Networks Acquisition

    Modification of PARSUs related to the Juniper Networks Acquisition As reported in our Current Report on Form 8-K filed with the SEC on November 12, 2025, on November 10, 2025, the HRC Committee increased the target goal levels of the non-GAAP net income growth goals (with corresponding increases to the threshold and maximum goals consistent with the originally approved performance curves) related to the PARSU measurement for fiscal 2025, fiscal 2026, and fiscal 2027 (as applicable) to reflect the expected profit contribution associated with the acquisition of Juniper Networks. All other PARSU terms and conditions remain unchanged. The HRC Committee believed that this modification was necessary to support the objectives of the program design and to ensure that payouts were not artificially inflated due to inclusion of Juniper Networks results that were not contemplated when the original goals were established. The modified growth goals for fiscal 2025 were increased to include pro forma non-GAAP net income for Juniper Networks, which includes Juniper Networks’ results prior to the acquisition as if we were a combined company starting November 1, 2024. This pro forma non-GAAP goal was not prepared in accordance with Article 11 guidance. For consistency with these modified goals, fiscal 2025 year over year (“YoY”) growth was measured using fiscal 2025 pro forma non-GAAP net income compared to reported HPE standalone fiscal 2024 results. As described below in the “Vesting achievement under the fiscal 2024-2025 PARSU award cycle” and “Vesting achievement under the fiscal 2023-2025 PARSU award cycle” sections, the resulting funding for the fiscal 2025 performance period was 0%. The modified growth goals for fiscal 2026 and fiscal 2027 were increased to include the level of Juniper contributions to net income contemplated in HPE’s long-term financial plan. YoY growth for fiscal 2026 will be measured based on reported fiscal 2026 compared to pro forma fiscal 2025 non-GAAP net income. YoY growth for fiscal 2027 will be measured based on reported fiscal 2027 compared to reported fiscal 2026 results.

  38. Vesting achievement under the fiscal 2024-2025 PARSU award cycle

    Vesting achievement under the fiscal 2024-2025 PARSU award cycle The number of segment one fiscal 2024 PARSUs earned was based on our performance against two-year non-GAAP net income growth rates approved by the HRC Committee at the beginning of the performance period, other than for the fiscal 2025 performance period as described above in the “Modification of PARSUs related to the Juniper Networks Acquisition” section above and a modifier dependent upon relative TSR performance against the S&P 500 constituents. The actual performance achievement as a percent of target for the completed two-year performance period as of October 31, 2025, inclusive of the adjustment described above, is summarized in the table below:

  39. Vesting achievement under the fiscal 2024-2025 PARSU award cycle

    | | | Non-GAAP net income growth (% of target earned) | | | | Relative TSR vs. S&P 500(1) (modifier of achievement %) | | Total payout (% of target vesting) | | | Performance period | YoY target (%) | YoY result (%) | Achievement (%) | 2-year average achievement (%) | | | | | Segment | | | | | | Percentile | Modifier (%) | | | Segment one(2) | FY24(3) | 98 | 100 | 152.0 | 76.0(5) | 74th Percentile | 112.1 | 85.2(5) | | | FY25(4) | 132 | 124 | 0.0 | | | | |

  40. Vesting achievement under the fiscal 2024-2025 PARSU award cycle

    1.Relative TSR as reported by Bloomberg and calculated using the closing price of HPE and the S&P 500 companies’ common stock for the beginning and end of the performance period, assuming reinvestment of dividends. 2.Segment one of the fiscal 2024 PARSU performance period began on November 1, 2023 and ended on October 31, 2025. 3.The non-GAAP net income growth threshold and maximum for fiscal 2024 were 92% and 103% respectively. 4.The original non-GAAP net income growth threshold, target, and maximum for fiscal 2025 were 102%, 104%, and 106%, respectively. The modified non-GAAP net income growth threshold and maximum for fiscal 2025 were 130% and 135%, respectively. For consistency with the modified goals, fiscal 2025 performance was measured using fiscal 2025 pro forma non-GAAP net income compared to reported HPE standalone fiscal 2024 results. Absent the Juniper Networks-related modification, the fiscal 2025 YoY growth result would have been 104% and Achievement would have been 92%. 5.Absent the Juniper Networks-related modification, the 2-year average achievement would have been 122.1% and Total payout would have been 136.9%.

  41. Vesting achievement under the fiscal 2023-2025 PARSU award cycle

    Vesting achievement under the fiscal 2023-2025 PARSU award cycle The number of segment two fiscal 2023 PARSUs earned was based on our performance against three-year non-GAAP net income growth rates approved by the HRC Committee at the beginning of the performance period, other than for the fiscal 2025 performance period as described above in the “Modification of PARSUs related to the Juniper Networks Acquisition” section above, and a modifier dependent upon relative TSR performance against the S&P 500 constituents. The actual performance achievement as a percent of target for the completed three-year performance period as of October 31, 2025, inclusive of the adjustment described above, is summarized in the table below:

  42. Vesting achievement under the fiscal 2023-2025 PARSU award cycle

    | | | Non-GAAP net income growth (% of target earned) | | | | Relative TSR vs. S&P 500(1) (modifier of achievement %) | | Total payout (% of target vesting) | | | Performance period | YoY target (%) | YoY result (%) | Achievement (%) | 3-year average achievement (%) | | | | | Segment | | | | | | Percentile | Modifier (%) | | | Segment two(2) | FY23(3) | 101 | 106 | 200.0 | 66.7(6) | 81st percentile | 115.6 | 77.0(6) | | | FY24(4) | 105 | 100 | 0.0 | | | | | | | FY25(5) | 131 | 124 | 0.0 | | | | |

  43. Vesting achievement under the fiscal 2023-2025 PARSU award cycle

    1.Relative TSR as reported by Bloomberg and calculated using the closing price of HPE and the S&P 500 companies’ common stock for the beginning and end of the performance period, assuming reinvestment of dividends. 2.Segment two of the fiscal 2023 PARSU performance period began on November 1, 2022 and ended on October 31, 2025. 3.The non-GAAP net income growth threshold and maximum for fiscal 2023 were 99% and 103%, respectively. 4.The non-GAAP net income growth threshold and maximum for fiscal 2024 were 102% and 108%, respectively. 5.The original non-GAAP net income growth threshold, target, and maximum for fiscal 2025 were 102%, 105%, and 108%, respectively. The modified non-GAAP net income growth threshold and maximum for fiscal 2025 were 127% and 134%, respectively. For consistency with the modified goals, fiscal 2025 performance was measured using fiscal 2025 pro forma non-GAAP net income compared to reported HPE standalone fiscal 2024 results. Absent the Juniper Networks-related modification, the fiscal 2025 YoY growth result would have been 104% and Achievement would have been 72%. 6.Absent the Juniper Networks-related modification, the 3-year average achievement would have been 90.6% and Total payout would have been 104.7%.

  44. Mr. Rahim’s PARSUs

    Mr. Rahim’s PARSUs As described in the “Fiscal 2025 leadership changes” section above, Mr. Rahim’s annual PARSU grants for the first three years of employment will each be structured to have a three-year performance period with vesting measured based on non-GAAP operating profit achievement for the Networking business unit and a +/- 20% modifier depended upon HPE’s relative TSR performance against the S&P 500 constituents. The first annual PARSU grant to Mr. Rahim was awarded on September 30, 2025 and is scheduled to vest in December 2028 based on performance through October 31, 2028.

  45. Use of comparative compensation data and compensation philosophy

    Use of comparative compensation data and compensation philosophy The HRC Committee reviewed Section 16 officer compensation and compared it to that of executives in similar positions with HPE’s peers for purposes of benchmarking target pay levels. The HRC Committee’s annual review of our peer group resulted in no changes to the following group of 19 peer companies that informed the HRC Committee’s decision making for fiscal 2025 target pay levels.

  46. Use of comparative compensation data and compensation philosophy

    | Fiscal 2025 peer companies | | | | Accenture | HP Inc. | NetApp | | ADP | IBM | Qualcomm | | Cisco Systems, Inc. | Intel Corporation | Seagate Technology | | Cognizant | Jabil | Western Digital | | DXC Technology | Juniper Networks | Xerox | | Flex Ltd. | Kyndryl Holdings | | | Honeywell | Micron Technology | |

  47. Use of comparative compensation data and compensation philosophy

    For fiscal 2025, FW Cook used the following screening criteria to develop a pool of potential peers: •Industry — companies operating in similar or comparable industry space. •Size — companies that would position HPE in a range around the peer median on size characteristics mainly focused on revenue and market cap. HPE is positioned within a reasonable range around peer median on several size characteristics (e.g., revenue, operating income, and market cap). At the time the fiscal 2025 peer group was approved, the Company was between the median and 75th percentile for revenue and between the 25th percentile and median for market capitalization. In reviewing comparative pay data from these companies against pay for our Section 16 officers (including our NEOs), the HRC Committee also evaluated survey data provided by Aon encompassing a broader set of technology companies, using regression analysis where necessary to adjust for size differences between HPE and the expanded set of companies included in the analysis. The HRC Committee continued to set target total direct compensation levels for fiscal 2025 that were generally within a competitive range of the market median, although in some cases it sets higher levels for attraction and retention purposes. The HRC Committee reviews HPE’s peer group annually to assess the appropriateness for competitive benchmarking of executive pay and compensation design.

  48. Fiscal 2026 peer companies

    Fiscal 2026 peer companies In July 2025, the HRC Committee undertook its annual evaluation of the peer group with FW Cook’s assistance. Given the close of the Juniper Networks acquisition and HPE’s larger resulting size, the HRC Committee approved the following group of 16 peer companies to inform the HRC Committee’s decision making for fiscal 2026 pay levels:

  49. Fiscal 2026 peer companies

    | Fiscal 2026 peer companies | | | | Accenture | DXC Technology | NetApp | | Advanced Micro Devices | Flex Ltd. | Pure Storage | | Applied Materials | HP Inc. | Qualcomm | | Arista Networks | IBM | Texas Instruments | | ADP | Intel Corporation | | | Cisco Systems | Micron Technology | |

  50. Fiscal 2026 peer companies

    HPE is positioned within a reasonable range around fiscal 2026 peer median on several size characteristics (e.g., revenue, operating income, and market cap). At the time the fiscal 2026 peer group was approved, the Company was between the median and 75th percentile for revenue and between the 25th percentile and median for market capitalization.

  51. Fiscal 2026 peer companies

    | HPE 2026 PROXY STATEMENT | 91 |

  52. Equity grant practices

    Equity grant practices The HRC Committee generally approves the target value of annual equity awards for the Company’s executive officers, including each of the NEOs, in November at the beginning of each fiscal year. The Company does not currently grant stock options, but generally all team members (including NEOs) may enroll to purchase discounted shares of the Company’s common stock under the terms of the Hewlett Packard Enterprise Company 2015 Employee Stock Purchase Plan with purchase dates generally in April and October of each year using payroll deductions accumulated during the prior six-month period. In special circumstances, including the hiring or promotion of an individual or where the HRC Committee determines it is in the best interest of the Company, the HRC Committee may approve grants of equity awards at other times. The Company does not take material nonpublic information into account when determining the timing and terms of equity awards and does not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded.

  53. Equity grant practices

    | 92 | HPE 2026 PROXY STATEMENT |

  54. Fiscal 2026 compensation program

    Fiscal 2026 compensation program The HRC Committee approved a fiscal 2026 compensation structure that continues to align our executives’ and stockholders’ interests and reinforce our business strategy. The fiscal 2026 annual incentive program maintains 80% weighting on financial performance and 20% weighting on individual MBO performance, while refining the financial metrics for business unit NEOs to reinforce alignment to business unit performance. For fiscal 2026, the annual incentive plan performance for corporate NEOs will be based 80% on HPE financial performance against HPE revenue, HPE operating profit (i.e., non-GAAP earnings from operations), HPE free cash flow, and HPE ARR and 20% on individual MBO performance. For business unit NEOs, the fiscal 2026 annual incentive plan will be based 40% against the same HPE financial metrics above, 40% against business unit-specific financials, and 20% on individual MBO performance. The fiscal 2026 long-term incentive program will remain consistent with that of fiscal 2025. In fiscal 2026, the HRC Committee will continue its ongoing evaluation of the overall compensation program so that it best supports the Company’s talent needs, rewards management for the successful execution of short- and long-term operating goals and business strategy, and aligns pay with stockholder interests and strong governance standards.

  55. Fiscal 2025 summary compensation table

    Fiscal 2025 summary compensation table The following table sets forth information concerning the compensation of our CEO, CFO, and three other most highly compensated executive officers who remained employed at the end of fiscal 2025.

  56. Fiscal 2025 summary compensation table

    | Name and principal position(1) | Year | Salary ($)(2) | Bonus ($) | Stock awards ($)(3) | Option awards ($) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($)(5) | All other compensation ($)(6) | Total ($) | | Antonio F. Neri President and Chief Executive Officer | 2025 | 1,350,000 | — | 19,628,955 | — | 2,408,832 | 13,695 | 81,239 | 23,482,721 | | | 2024 | 1,300,000 | — | 17,646,855 | — | 2,350,318 | 35,225 | 78,799 | 21,411,197 | | | 2023 | 1,300,000 | — | 15,577,803 | — | 3,053,361 | — | 135,385 | 20,066,549 | | Marie E. Myers(7) Executive Vice President, Chief Financial Officer | 2025 | 850,000 | 500,000 | 9,241,730 | — | 1,175,754 | — | 46,800 | 11,814,284 | | | 2024 | 676,136 | 500,000 | 11,137,583 | — | 916,809 | — | 12,255 | 13,242,783 | | Rami Rahim Executive Vice President, President and General Manager of Networking | 2025 | 334,430 | — | 14,509,942 | — | 1,651,291 | — | 1,000 | 16,496,663 | | John F. Schultz Executive Vice President, Chief Operating and Legal Officer | 2025 | 800,000 | — | 8,330,581 | — | 1,154,592 | — | 56,774 | 10,341,947 | | | 2024 | 800,000 | — | 7,504,666 | — | 1,039,564 | — | 104,000 | 9,448,230 | | | 2023 | 800,000 | — | 6,750,387 | — | 1,476,350 | — | 94,429 | 9,121,166 | | Fidelma M. Russo Executive Vice President, General Manager of Hybrid Cloud and Chief Technology Officer | 2025 | 750,000 | — | 6,768,619 | — | 864,525 | — | 44,997 | 8,428,141 | | | 2024 | 750,000 | — | 6,051,172 | — | 306,892 | — | 152,481 | 7,260,545 |

  57. Fiscal 2025 summary compensation table

    1.Ms. Myers was hired as CFO effective January 15, 2024. Mr. Rahim commenced employment with HPE on July 2, 2025 in connection with the close of the Juniper Networks acquisition. Ms. Russo was not a NEO in fiscal 2023. 2.Amounts shown represent base salary earned during the fiscal year, as described in the “Fiscal 2025 base salary” section. 3.Amounts shown represent the grant date fair value of all stock awards granted during the applicable fiscal year, calculated in accordance with applicable accounting standards. For information on the assumptions used to calculate the fair value of the awards, refer to Note 5, “Stock-Based Compensation” to our “Consolidated Financial Statements” in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as filed with the SEC on December 18, 2025. In the case of RSUs, the value is determined by multiplying the number of units granted by the closing price of HPE’s stock on the grant date. For PARSUs awarded in fiscal 2025, amounts shown reflect the grant date fair value of the PARSUs for the two- and three-year performance periods (three-year performance period for Mr. Rahim) beginning with fiscal 2025, based on the probable outcome of performance conditions related to these PARSUs on the grant date. The 2025 PARSUs include both market-related (relative TSR) and internal (non-GAAP net income, or for Mr. Rahim, Networking business unit non-GAAP operating profit) performance goals as described under “Determination of fiscal 2025 executive compensation—long-term incentives.” Consistent with the applicable accounting standards, the grant date fair value of the relative TSR component has been determined using a Monte Carlo simulation model. The table below sets forth the grant date fair value for the PARSUs granted to our NEOs in fiscal 2025.

  58. Fiscal 2025 summary compensation table

    | 94 | HPE 2026 PROXY STATEMENT |

  59. Fiscal 2025 summary compensation table

    | Name | Probable outcome of performance conditions grant date fair value ($)* | Maximum outcome of performance conditions grant date fair value ($)* | | Antonio F. Neri | 10,203,957 | 20,407,914 | | Marie E. Myers | 4,804,240 | 9,608,480 | | Rami Rahim | 5,958,689 | 11,917,378 | | John F. Schultz | 4,330,587 | 8,661,174 | | Fidelma M. Russo | 3,518,613 | 7,037,226 |

  60. Fiscal 2025 summary compensation table

    * Other than for Mr. Rahim, all amounts represent the grant date fair value of the PARSUs awarded on December 9, 2024 subject to the internal non-GAAP net income performance goals and relative TSR modifier (i) based on the probable or target outcome as of the date the goals were set and (ii) based on achieving the maximum level of performance (i.e., 200% of target) for the two- and three-year performance periods beginning in fiscal 2025. For Mr. Rahim, amounts represent the grant date fair value of performance-based RSUs awarded on September 30, 2025 as described in the “Fiscal 2025 leadership changes” section above. The grant date fair value of the PARSUs awarded on December 9, 2024 was $25.02 per unit, and for Mr. Rahim’s performance-based RSUs awarded on September 30, 2025 was $26.61 per unit, which were determined using a Monte Carlo simulation model. 4.Other than for Mr. Rahim, all amounts shown represent payouts under the PfR program. For Mr. Rahim, represents payout aligned with the Juniper Networks pre-acquisition results against its 2025 bonus plan as of the close of the acquisition and payout under the HPE PfR program results for the post-acquisition period, as described in the “Fiscal 2025 financial results” section above. All such amounts were earned during the applicable fiscal year but paid after the end of that fiscal year. 5.Amounts shown represent the increase in actuarial present value of NEO pension benefits during the applicable fiscal year, as described in more detail under “Narrative to the fiscal 2025 pension benefits table” below. The amounts reported do not reflect additional accruals, but reflect the passage of one additional year from the prior present value calculation and changes in other actuarial assumptions. The assumptions used in calculating the changes in pension benefits are described in footnote 3 to the “Fiscal 2025 pension benefits table” below. 6.The amounts shown are detailed in the “Fiscal 2025 all other compensation table” below. 7.Ms. Myers’ Bonus amounts represent each of two equal installments of the make-whole cash award, as described in HPE’s fiscal 2024 proxy statement, paid on January 15, 2024 and January 15, 2025.

  61. Fiscal 2025 grants of plan-based awards

    Fiscal 2025 grants of plan-based awards The following table provides information on awards granted under the PfR program for fiscal 2025, and awards of RSUs and PARSUs granted as part of the fiscal 2025 long-term incentive compensation, all of which are provided under the HPE 2021 Stock Incentive Plan:

  62. Fiscal 2025 grants of plan-based awards

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: number of shares of stock or units(3) (#) | Grant-date fair value of stock and option awards(4) ($) | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Antonio F. Neri | | | | | | | | | | | PfR | | — | 2,700,000 | 5,400,000 | | | | | | | Annual RSU | 12/9/2024 | | | | | | | 407,832 | 9,424,998 | | Annual PARSU | 12/9/2024 | | | | 163,133 | 407,832 | 815,664 | | 10,203,957 | | Marie E. Myers | | | | | | | | | | | PfR | | — | 1,275,000 | 2,550,000 | | | | | | | Annual RSU | 12/9/2024 | | | | | | | 192,016 | 4,437,490 | | Annual PARSU | 12/9/2024 | | | | 76,806 | 192,016 | 384,032 | | 4,804,240 | | Rami Rahim | | | | | | | | | | | PfR | | — | 1,458,333 | 2,916,667 | | | | | | | Retention RSU (5) | 7/17/2025 | | | | | | | 146,484 | 3,051,262 | | Annual RSU | 9/30/2025 | | | | | | | 223,941 | 5,499,991 | | Annual PARSU | 9/30/2025 | | | | 89,576 | 223,941 | 447,882 | | 5,958,689 | | John F. Schultz | | | | | | | | | | | PfR | | — | 1,200,000 | 2,400,000 | | | | | | | Annual RSU | 12/9/2024 | | | | | | | 173,085 | 3,999,994 | | Annual PARSU | 12/9/2024 | | | | 69,234 | 173,085 | 346,170 | | 4,330,587 | | Fidelma M. Russo | | | | | | | | | | | PfR | | — | 937,500 | 1,875,000 | | | | | | | Annual RSU | 12/9/2024 | | | | | | | 140,632 | 3,250,006 | | Annual PARSU | 12/9/2024 | | | | 56,253 | 140,632 | 281,264 | | 3,518,613 |

  63. Fiscal 2025 grants of plan-based awards

    1.Amounts represent the range of possible cash payouts for fiscal 2025 awards under the PfR Program. There is no threshold value for these awards. 2.PARSU amounts represent the range of shares that may vest at the end of the two- and three-year (three-year only for Mr. Rahim) performance periods applicable to the award, assuming achievement of threshold, target, and maximum performance. Under this program, other than for Mr. Rahim, fifty percent of the PARSUs are eligible for vesting based on performance over two years with continued service, and fifty percent are eligible for vesting based on performance over three years with continued service. The two- and three-year performance measures are each based on HPE’s non-GAAP net income results and a modifier dependent upon relative TSR performance against the S&P 500 constituents. For Mr. Rahim, the PARSUs are eligible for vesting based on performance over three years with continued service, based on achievement of Networking business unit non-GAAP operating profit and a modifier dependent upon relative TSR performance against the S&P 500 constituents. To the extent that our non-GAAP net income performance, or Networking business unit non-GAAP operating profit for Mr. Rahim, is below threshold for the performance period, no shares will vest for the applicable tranche. For additional details, see the discussion of PARSU awards under “Determination of fiscal 2025 executive compensation—Long-term incentives—Fiscal 2025 PARSUs” and “Mr. Rahim’s PARSUs.”

  64. Fiscal 2025 grants of plan-based awards

    | 96 | HPE 2026 PROXY STATEMENT |

  65. Fiscal 2025 grants of plan-based awards

    3.Other than for Mr. Rahim, RSUs vest as to one third of the units on each of the first three anniversaries of the grant date, subject to continued service. For Mr. Rahim, the Retention RSUs granted July 17, 2025 vest as to one third of the units on each of first three anniversaries of July 2, 2025, and the annual RSUs granted September 30, 2025 vest as to one third of the units on each of December 15, 2026, 2027, and 2028, subject to continued service. 4.See footnote 3 to the “Fiscal 2025 summary compensation table” for a description of the method used to determine the grant date fair value of stock awards. This value may differ from the value represented in the “Fiscal 2025 summary compensation table” due to rounding. 5.Represents the Retention RSU grant pursuant to the terms of the Rahim Offer Letter as described in the “Fiscal 2025 leadership changes” section above.

  66. Fiscal 2025 year-end outstanding equity awards

    Fiscal 2025 year-end outstanding equity awards The following table provides information on stock and option awards held by the NEOs as of October 31, 2025:

  67. Fiscal 2025 year-end outstanding equity awards

    | | | | | | | Stock awards | | | | | | | Option awards | | | | | | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(4) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3)(4) ($) | | Name | Grant date | Number of securities underlying unexercised options exercisable(1) (#) | Equity incentive plan awards number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (2) (#) | Market value of shares or units of stock that have not vested(3) ($) | | | | Antonio F. Neri | 12/8/2022 | | | | | 160,211 | 3,912,353 | 249,368 | 6,089,567 | | | 12/7/2023 | | | | | 336,061 | 8,206,610 | 523,088 | 12,773,809 | | | 12/9/2024 | | | | | 418,454 | 10,218,647 | 418,454 | 10,218,647 | | Marie E. Myers | 1/20/2024 | | | | | 314,777 | 7,686,854 | 267,987 | 6,544,243 | | | 12/9/2024 | | | | | 197,017 | 4,811,155 | 197,018 | 4,811,180 | | Rami Rahim | 2/18/2022 | 589,830 | | 16.02 | 2/18/2029 | — | — | — | — | | | 2/20/2024 | | | | | 461,481 | 11,269,366 | — | — | | | 2/20/2025 | | | | | 394,379 | 9,630,735 | — | — | | | 6/20/2025 | | | | | 394,379 | 9,630,735 | — | — | | | 7/17/2025 | | | | | 148,228 | 3,619,728 | — | — | | | 9/30/2025 | | | | | 225,209 | 5,499,604 | 225,209 | 5,499,604 | | John F. Schultz | 12/8/2022 | | | | | 68,471 | 1,672,062 | 108,060 | 2,638,825 | | | 12/7/2023 | | | | | 141,775 | 3,462,146 | 220,677 | 5,388,932 | | | 12/9/2024 | | | | | 177,593 | 4,336,821 | 177,593 | 4,336,821 | | Fidelma M. Russo | 12/8/2022 | | | | | 99,747 | 2,435,822 | — | — | | | 12/7/2023 | | | | | 130,772 | 3,193,452 | 196,158 | 4,790,178 | | | 12/9/2024 | | | | | 144,295 | 3,523,684 | 144,296 | 3,523,708 |

  68. Fiscal 2025 year-end outstanding equity awards

    1.Represents option awards assumed in connection with the Juniper Networks acquisition. 2.Stock awards in this column include RSUs and rounded underlying dividend equivalent units accrued through October 31, 2025. Except as specified otherwise in connection with certain of Mr. Rahim’s RSUs, the RSUs vest as to one third of the units on each of the first three anniversaries of the grant date, subject to continued service. Mr. Rahim’s RSUs originally granted by Juniper Networks on February 20, 2024 (which were assumed in connection with the acquisition) are scheduled to vest as to 43,769 units on February 20, 2026 and as to remaining units on July 2, 2026, in each case subject to continued service. Mr. Rahim’s RSUs originally granted by Juniper Networks on February 20, 2025 (which were assumed in connection with the acquisition) are scheduled to vest as to 134,089 units on February 20, 2026 and as to remaining units on July 2, 2026, in each case subject to continued service. Mr. Rahim’s RSUs originally granted by Juniper Networks on June 20, 2025 (which were assumed in connection with the acquisition) are scheduled to vest on July 2, 2026 subject to continued service. Mr. Rahim’s Retention RSUs granted July 17, 2025 are scheduled to vest as to one third of the units on each of first three anniversaries of July 2, 2025 subject to continued service. Mr. Rahim’s annual RSUs granted September 30, 2025 are scheduled to vest as to one third of the units on each of December 15, 2026, 2027, and 2028, in each case subject to continued service. 3.Value calculated based on the $24.42 closing price of HPE stock on October 31, 2025.

  69. Fiscal 2025 year-end outstanding equity awards

    | HPE 2026 PROXY STATEMENT | 97 |

  70. Fiscal 2025 year-end outstanding equity awards

    4.The amounts in this column include the second segment of the fiscal 2024 PARSUs, the first and second segment of the fiscal 2025 PARSUs, Mr. Rahim’s PARSUs, and rounded underlying dividend equivalent units accrued through October 31, 2025, each at the target level as trending performance as of the close of fiscal 2025 did not exceed target. Final vested shares are subject to actual performance of HPE’s non-GAAP net income growth and relative TSR within two- and three-year performance periods, and for Mr. Rahim, actual performance of Networking business unit non-GAAP operating profit and relative TSR over a three-year performance period, subject to continued service.

  71. Fiscal 2025 options exercises and stock vested

    Fiscal 2025 options exercises and stock vested The following table provides information regarding options exercised and stock awards vested for the NEOs during fiscal 2025:

  72. Fiscal 2025 options exercises and stock vested

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting(2) (#) | Value realized on vesting(3) ($) | | Antonio F. Neri | — | — | 901,663 | 21,639,276 | | Marie E. Myers | — | — | 649,979 | 14,173,947 | | Rami Rahim | — | — | 535,817 | 11,386,111 | | John F. Schultz | — | — | 389,169 | 9,335,581 | | Fidelma M. Russo | — | — | 339,214 | 8,084,045 |

  73. Fiscal 2025 options exercises and stock vested

    1.Intended to reflect the amounts realized based on the number of shares purchased multiplied by the difference between the market price and the exercise price of shares of HPE stock on the date of exercise. 2.Reflects RSUs, the first segment of the fiscal 2024 PARSUs, the second segment of the fiscal 2023 PARSUs, and accrued dividend equivalent shares. For Mr. Rahim, reflects Juniper Networks awards that vested in connection with the acquisition of Juniper Networks pursuant to the terms of the Rahim Offer Letter. 3.Reflects the fair market value of HPE stock on the vesting date for PARSUs, RSUs, and accrued dividend equivalent shares. Fair market value is determined based on the closing price of HPE stock on the applicable vesting date.

  74. Fiscal 2025 pension benefits table

    Fiscal 2025 pension benefits table The following table provides information about the present value of accumulated pension benefits payable to each NEO:

  75. Fiscal 2025 pension benefits table

    | Name(1) | Plan name(2) | Number of years of credited service (#) | Present value of accumulated benefit(3) ($) | Payments during last fiscal year ($) | | Antonio F. Neri | Nederland Plan | 3.2 | 105,884 | — | | | IRG | 29.5 | 109,887 | — | | Marie E. Myers | — | — | — | — | | Rami Rahim | — | — | — | — | | John F. Schultz | — | — | — | — | | Fidelma M. Russo | — | — | — | — |

  76. Fiscal 2025 pension benefits table

    1.Mr. Neri is the only NEO who is eligible to receive benefits under any HPE defined benefit pension plan. 2.The “Nederland Plan” refers to the Centraal Beheer Algemeen Pensioenfonds or CB APF. “IRG” refers to the International Retirement Guarantee. 3.Because the change in the pension table amounts from those in the prior fiscal year determine the increase in pension value, both the current assumptions as of October 31, 2025, and for the prior fiscal year as of October 31, 2024, have been included in the following description. Mr. Neri participated in an HP Inc. pension plan while employed in the Netherlands. As of October 31, 2025, the present value for this plan is based on a discount rate of 3.96% and mortality in accordance with the AG forecast table 2024. As of October 31, 2024, the assumptions included a discount rate of 3.53% and mortality in accordance with the AG forecast table 2024. The earliest unreduced retirement age in the Nederland Plan is age 67. Due to his transfer from the Netherlands to the U.S. at the request of the Company, Mr. Neri is also covered under the IRG. As of October 31, 2025, the present value of IRG benefits is based on a discount rate of 4.47%, lump sum interest rates of 4.10% for the first five years, 5.10% for the next 15 years and 5.90% thereafter, and applicable mortality. As of October 31, 2024, the assumptions included a discount rate of 4.86%, lump sum interest rates of 4.17% for the first five years, 4.76% for the next 15 years, and 5.25% thereafter, and applicable mortality. The earliest unreduced retirement age for the IRG based on Mr. Neri’s employment history is age 65.

  77. Fiscal 2025 pension benefits table

    | 98 | HPE 2026 PROXY STATEMENT |

  78. Narrative to the fiscal 2025 pension benefits table

    Narrative to the fiscal 2025 pension benefits table HPE does not sponsor any qualified U.S. defined benefit pension plans and only participates in one nonqualified U.S. defined benefit retirement plan for selected international transfers. As a result, no NEO currently accrues a benefit under any U.S. qualified defined benefit pension plan. Benefits previously accrued by an NEO under non-U.S. HPE pension plans are payable to them following termination of employment, subject to the terms of the applicable plan. Mr. Neri, who is a participant in the nonqualified U.S. plan for international transfers, has the potential to accrue an additional benefit under the International Retirement Guarantee (“IRG”), but only in the event that HPE requires him to change the country of his employment.

  79. Fiscal 2025 nonqualified deferred compensation table

    Fiscal 2025 nonqualified deferred compensation table The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the EDCP:

  80. Fiscal 2025 nonqualified deferred compensation table

    | Name | Executive contributions in last FY(1) ($) | Registrant contributions in last FY(2) ($) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at FY end ($) | | Antonio F. Neri | — | — | — | — | — | | Marie E. Myers | 203,200 | 13,800 | 26,283 | — | 257,674 | | Rami Rahim | — | — | — | — | — | | John F. Schultz | 108,756 | 13,800 | 234,765 | 375,719 | 2,628,626 | | Fidelma M. Russo | 24,000 | 13,800 | 26,203 | 85,381 | 340,508 |

  81. Fiscal 2025 nonqualified deferred compensation table

    1.The amounts reported here as “executive contributions” are reported as compensation to such NEOs in the “Fiscal 2025 summary compensation table” above as “salary” or “non-equity incentive plan compensation.” 2.The contributions reported here as “registrant contributions” were made in fiscal 2025 with respect to participant base salary deferrals made during fiscal 2024 and 2025 and are reported as compensation to such NEOs in the “Fiscal 2025 summary compensation table” above as “all other compensation.”

  82. Fiscal 2025 nonqualified deferred compensation table

    | HPE 2026 PROXY STATEMENT | 99 |

  83. Narrative to the fiscal 2025 nonqualified deferred compensation table

    Narrative to the fiscal 2025 nonqualified deferred compensation table The amounts reported in the nonqualified deferred compensation table were provided under the EDCP, a nonqualified deferred compensation plan that permits eligible U.S. team members to defer base salary in excess of the amount taken into account under the qualified HPE 401(k) Plan and bonus amounts of up to 95% of the annual incentive bonus payable under the PfR program. In addition, a matching contribution is available under the plan to eligible team members. The matching contribution applies to base salary deferrals on compensation above the Code limits that apply to the qualified HPE 401(k) Plan under the Code, up to a maximum of two times the Code’s compensation limit. In calendar year 2024, the NEOs were eligible for a matching contribution up to 4% on base salary contributions in excess of the Code limit up to a maximum of two times that limit (matching contributions were available on calendar year 2024 base salary from $345,000 to $690,000). In calendar year 2025, the NEOs were eligible for a matching contribution up to 4% on base salary contributions in excess of the Code limit up to a maximum of two times that limit (matching contributions were available on calendar year 2025 base salary from $350,000 to $700,000). In effect, the EDCP permits these executives and all eligible team members to receive a 401(k)-type matching contribution on a portion of base salary deferrals in excess of Code limits. Upon becoming eligible for participation, team members must specify the amount of base salary and/or the percentage of annual incentives to be deferred, as well as the time and form of payment. If termination of employment occurs before retirement (defined under the EDCP as at least age 55 with 15 years of service), distribution is made in the form of a lump sum in January of the year following the year of termination, subject to any delay required under Code Section 409A. At retirement (or earlier, if properly elected), benefits are paid according to the distribution election made by the participant subject to any delay required under Code Section 409A. No withdrawals are permitted prior to the previously elected distribution date, other than hardship withdrawals as permitted by applicable law. Amounts deferred or credited under the EDCP are credited with notional investment earnings based on participant investment elections made from among the investment options available under the HPE 401(k) Plan. Accounts maintained for participants under the EDCP are not held in trust, and all such accounts are subject to the claims of general creditors of HPE. No amounts are credited with above-market earnings.

  84. Potential payments upon termination or change in control

    Potential payments upon termination or change in control The amounts in the following table generally estimate potential payments that would have been due if an NEO had terminated employment with HPE effective October 31, 2025, under each of the circumstances specified below. These amounts are in addition to benefits generally available to U.S. team members upon termination of employment, such as distributions from the HPE 401(k) Plan and payment of accrued vacation where required.

  85. Potential payments upon termination or change in control

    | | | | | Long-term incentive programs | | | | Name | Termination scenario | Total(1) ($) | Severance(2) ($) | Stock options ($) | RSUs(3) ($) | PARSUs(3) ($) | | Antonio F. Neri | Voluntary/For Cause | — | — | — | — | — | | | Disability | 38,943,160 | — | — | 22,337,609 | 16,605,551 | | | Retirement | 38,943,160 | — | — | 22,337,609 | 16,605,551 | | | Death | 38,943,160 | — | — | 22,337,609 | 16,605,551 | | | Not for Cause | 26,916,091 | 7,930,316 | — | 10,470,069 | 8,515,706 | | | Change in Control | 46,873,476 | 7,930,316 | — | 22,337,609 | 16,605,551 | | Marie E. Myers | Voluntary/For Cause | — | — | — | — | — | | | Disability | 20,581,322 | — | — | 12,498,009 | 8,083,313 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Death | 20,581,322 | — | — | 12,498,009 | 8,083,313 | | | Not for Cause | 11,610,724 | 2,890,949 | — | 4,672,934 | 4,046,841 | | | Change in Control | 23,472,271 | 2,890,949 | — | 12,498,009 | 8,083,313 |

  86. Potential payments upon termination or change in control

    | 100 | HPE 2026 PROXY STATEMENT |

  87. Potential payments upon termination or change in control

    | | | | | Long-term incentive programs | | | | Name | Termination scenario | Total(1) ($) | Severance(2) ($) | Stock options ($) | RSUs(3) ($) | PARSUs(3) ($) | | Rami Rahim | Voluntary/For Cause | — | — | — | — | N/A | | | Disability | 54,149,748 | 9,000,000 | — | 39,650,144 | 5,499,604 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Death | 54,149,748 | 9,000,000 | — | 39,650,144 | 5,499,604 | | | Not for Cause | 38,300,295 | 14,541,846 | — | 23,479,988 | 278,461 | | | Change in Control | 59,691,594 | 14,541,846 | — | 39,650,144 | 5,499,604 | | John F. Schultz | Voluntary/For Cause | — | — | — | — | — | | | Disability | 16,502,327 | — | — | 9,471,028 | 7,031,299 | | | Retirement | 16,502,327 | — | — | 9,471,028 | 7,031,299 | | | Death | 16,502,327 | — | — | 9,471,028 | 7,031,299 | | | Not for Cause | 11,115,883 | 3,067,881 | — | 4,444,676 | 3,603,326 | | | Change in Control | 19,570,208 | 3,067,881 | — | 9,471,028 | 7,031,299 | | Fidelma M. Russo | Voluntary/For Cause | — | — | — | — | — | | | Disability | 15,071,746 | — | — | 9,152,958 | 5,918,788 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Death | 15,071,746 | — | — | 9,152,958 | 5,918,788 | | | Not for Cause | 10,633,802 | 2,795,695 | — | 4,773,176 | 3,064,931 | | | Change in Control | 17,867,441 | 2,795,695 | — | 9,152,958 | 5,918,788 |

  88. Potential payments upon termination or change in control

    1.The total excludes amounts earned, or benefits accumulated, due to continued service by each NEO through October 31, 2025, including vested stock options, RSUs, PARSUs, accrued retirement benefits, and vested balances in the EDCP, as those amounts are detailed in the preceding tables. The total also excludes amounts each NEO was eligible to receive under the annual PfR program with respect to fiscal 2025 performance. For Mr. Neri, the total excludes amounts payable from the Netherlands pension and IRG programs in which he participates, as those are fully described in the “Fiscal 2025 pension benefits table” above. 2.For Mr. Neri, the amounts reported represent the cash benefits payable under the SPEO (as defined below) at the rate applicable to the CEO (i.e., using 2.0x multiple of base salary plus the three-year average of annual incentive payments). For Mr. Rahim, the amounts reported represent terms agreed to as part of the Rahim Offer Letter. For the other NEOs, the amounts reported are the cash benefits payable in the event of a qualifying termination under the SPEO (i.e., base salary plus the three-year average of annual incentive payments with a 1.5x multiplier for Executive Vice Presidents and Presidents, or a 1.0x multiplier for Senior Vice Presidents). For each NEO, the amounts also include 18 times the difference between the monthly COBRA premium to continue the NEO’s group medical coverage and the monthly standard premium charged to active team members for that same coverage. 3.Value calculated based on the $24.42 closing price of HPE stock on October 31, 2025.

  89. Narrative to the potential payments upon termination or change in control table

    Narrative to the potential payments upon termination or change in control table This narrative reflects plans and provisions in effect as of October 31, 2025. In fiscal 2025, Section 16 officers (including all of the NEOs other than Mr. Rahim (see “Termination benefit provisions in Mr. Rahim’s offer letter” below)) were covered by our Severance Plan for Executive Officers (the “SPEO”), which is intended to protect HPE and its stockholders, and provide a level of transition assistance in the event of an involuntary termination of employment. Under the SPEO, participants who incur an involuntary termination, not for cause, and who execute a full release of claims following such termination, which release has not been revoked or attempted to be revoked, are eligible to receive severance benefits in an amount determined as a multiple of the sum of base salary and the average of the actual annual incentives paid for the preceding three years. In the case of the CEO, the multiplier is 2.0, and in the case of Executive Vice Presidents and Presidents, the multiplier is 1.5. The multiplier for Senior Vice Presidents who are executive officers is 1.0. In all cases, the SPEO cash benefit will not exceed 2.99 times the sum of the executive’s base salary plus target annual incentive as in effect immediately prior to the termination of employment. In addition to the cash benefit, the participants in the SPEO were eligible to receive (1) a pro rata annual incentive award for the year of termination based on actual performance results, (2) pro rata vesting of unvested equity awards if any applicable performance conditions have been satisfied, and (3) a lump-sum health-benefit stipend in an amount equal to 18 months’ COBRA premiums for continued group

  90. Narrative to the potential payments upon termination or change in control table

    | HPE 2026 PROXY STATEMENT | 101 |

  91. Narrative to the potential payments upon termination or change in control table

    medical coverage for the executive and his or her eligible dependents, to the extent those premiums exceed 18 times the monthly premiums for active team members in the same plan with the same level of coverage as of the date of termination. Under the SPEO, participants who incur an involuntary termination that is not for cause and does not occur within 24 months after a change in control will receive the calculated severance benefit in four equal installments over a period of 18 months. Participants who incur an involuntary termination not for cause that is within 24 months after a change in control will receive the SPEO’s cash severance benefit in a single lump sum within 75 days of termination.

  92. Chief Executive Officer (“CEO”) pay ratio

    Chief Executive Officer (“CEO”) pay ratio For fiscal 2025, the median annual total compensation of all employees of HPE (other than our CEO) was $74,276. The annual total compensation of our CEO was $23,482,721. Based on this information, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was approximately 316 to 1. We identified the “median employee” by using the following methodology and material assumptions, adjustments, and estimates (consistent with all applicable SEC rules): •we selected August 31, 2025 as the date upon which we would identify the “median employee;” •as of this date, our employee population consisted of approximately 58,119 individuals, excluding employees on leaves of absence who are not expected to return to work; •for purposes of determining our median employee, we excluded employees in certain countries that, in total, resulted in the exclusion of approximately 1,323 employees. This exclusion represents less than 5% of HPE’s total number of employees as permitted under SEC rules; •in addition, as permitted under Item 402(u) of Regulation S-K, for purposes of determining our median employee, we excluded all employees of Juniper Networks which, in total, resulted in the exclusion of approximately 11,097 employees; •we used fiscal year-to-date “gross cash earnings” paid through August 31, 2025 as our consistently applied compensation measure. In this context, gross cash earnings includes any salary (including overtime), bonus, and/or commissions. Salaries were annualized for all permanent employees who were hired after the fiscal year began; all foreign currencies were converted to U.S. dollars based on an exchange rate for the relevant period; and •once we identified the median employee, we calculated the elements of the median employee’s fiscal 2025 total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. A summary of employees before and after the de minimis exemption is included below, which does not reflect the Juniper Networks employees who joined HPE during fiscal 2025: HPE’s employee population included 13,756 U.S. based employees and 44,363 employees outside of the U.S. After excluding 1,323 employees (representing less than 5% of HPE’s total number of employees), as permitted under SEC rules, we identified our median employee from a group of 56,796 employees globally.

  93. Chief Executive Officer (“CEO”) pay ratio

    | Excluded employees by country | | | | | Country | # of employees | Country | # of employees | | Portugal | 117 | Peru | 82 | | Argentina | 119 | Chile | 74 | | Greece | 119 | Philippines | 79 | | Denmark | 127 | New Zealand | 84 | | Egypt | 106 | Vietnam | 62 | | Hungary | 93 | Kazakhstan | 36 | | Finland | 95 | Qatar | 28 | | Norway | 88 | Luxembourg | 14 | | | | Total employees excluded | 1323 |

  94. Chief Executive Officer (“CEO”) pay ratio

    This information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the HRC Committee nor HPE management used the pay ratio measure in making compensation recommendations or decisions. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  95. Chief Executive Officer (“CEO”) pay ratio

    | 104 | HPE 2026 PROXY STATEMENT |

  96. Pay versus performance

    Pay versus performance Pursuant to Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid (“CAP”) for the Company’s CEO (also referred to in this section as the “Principal Executive Officer” or “PEO”) and non-PEO NEOs and certain aspects of the financial performance of the Company. The CAP values disclosed do not reflect the actual amount of compensation paid to our NEOs during the applicable year. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For information regarding compensation decisions made by our Compensation Committee, refer to the “Compensation Discussion and Analysis” section beginning on page 73.

  97. Pay versus performance

    | | Summary Compensation Table total for Principal Executive Officer (“PEO”) ($)(1) | Compensation actually paid to PEO ($)(1)(2) | Average Summary Compensation Table total for Non-PEO NEOs ($)(1) | Average compensation actually paid to Non-PEO NEOs ($)(1)(2) | Value of initial fixed $100 investment based on: | | Net income (millions) ($)(5) | Non-GAAP net earnings (millions) ($)(6) | | Year | | | | | HPE Total shareholder return ($)(3) | Peer group total shareholder return ($)(4) | | | | 2025 | 23,482,721 | 30,748,204 | 11,770,259 | 14,398,224 | 329 | 319 | 57 | 2,753 | | 2024 | 21,411,197 | 24,011,398 | 8,419,980 | 9,842,051 | 256 | 232 | 2,579 | 2,655 | | 2023 | 20,066,549 | 27,183,439 | 6,469,361 | 4,718,843 | 196 | 153 | 2,025 | 2,832 | | 2022 | 17,366,365 | 12,260,283 | 6,430,178 | 4,807,054 | 176 | 117 | 868 | 2,664 | | 2021 | 19,052,415 | 31,328,118 | 7,668,183 | 11,531,681 | 175 | 147 | 3,427 | 2,602 |

  98. Pay versus performance

    1.Mr. Neri served as our CEO in fiscal years 2025, 2024, 2023, 2022, and 2021. Non-PEO NEOs in fiscal year 2025 include Mmes. Marie Myers and Fidelma Russo and Messrs. John Schultz and Rami Rahim. Non-PEO NEOs in fiscal year 2024 included Mmes. Marie Myers and Fidelma Russo and Messrs. John Schultz, Neil MacDonald, and Jeremy Cox. Non-PEO NEOs in fiscal year 2023 included Messrs. Jeremy Cox, John Schultz, Phil Mottram, Neil MacDonald, and Tarek Robbiati. Non-PEO NEOs in fiscal year 2022 included Messrs. Tarek Robbiati, John Schultz, Alan May, and Neil MacDonald. Non-PEO NEOs in fiscal year 2021 included Messrs. Tarek Robbiati, John Schultz, Alan May, Tom Black, and Keerti Melkote. 2.The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in the table below. The unvested equity fair values were calculated on each of the required measurement dates using valuation assumptions based on criteria that did not materially differ from those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of:

  99. Pay versus performance

    | | 2025 | | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Total compensation from Summary Compensation Table | 23,482,721 | | 11,770,259 | 21,411,197 | 8,419,980 | 20,066,549 | 6,469,361 | 17,366,365 | 6,430,178 | 19,052,415 | 7,668,183 | | Less: Change in actuarial present value reported in the "change in pension value and nonqualified deferred compensation earnings" column of the SCT | | (13,695) | — | (35,225) | — | — | — | — | — | (16,091) | — | | Less: Amount reported in the "Stock awards" column of the SCT | (19,628,955) | | (9,712,718) | (17,646,855) | (6,716,926) | (15,577,803) | (4,873,350) | (13,386,710) | (4,666,732) | (13,118,823) | (5,096,141) |

  100. Pay versus performance

    | HPE 2026 PROXY STATEMENT | 105 |

  101. Pay versus performance

    | | 2025 | | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Plus: Year end fair value of equity awards granted in the year | 19,993,440 | | 14,652,601 | 16,913,981 | 7,106,175 | 16,871,925 | 3,675,699 | 9,272,474 | 3,316,605 | 19,334,854 | 6,435,366 | | Year over year change in fair value of outstanding and unvested equity awards | | 1,785,398 | (775,543) | 1,514,794 | 504,028 | 1,448,323 | 271,467 | (1,077,275) | (314,568) | 3,119,548 | 1,095,667 | | Fair value as of vesting date of equity awards granted and vested in the year | | — | — | — | — | — | — | — | — | — | 456,387 | | Change from prior year end in fair value of equity awards granted in prior years that vested in the year | 3,639,653 | | (2,033,900) | 775,249 | 226,441 | 3,137,192 | 542,955 | (759,020) | (249,551) | 1,586,632 | 515,924 | | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | | — | — | — | — | — | (1,518,675) | — | — | — | — | | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | | 1,489,642 | 497,525 | 1,078,256 | 302,353 | 1,237,254 | 151,385 | 844,449 | 291,123 | 1,369,583 | 456,296 | | CAP total | | 30,748,204 | 14,398,224 | 24,011,398 | 9,842,051 | 27,183,439 | 4,718,843 | 12,260,283 | 4,807,054 | 31,328,118 | 11,531,681 |

  102. Pay versus performance

    3.Represents the cumulative TSR of the Company of an initial investment of $100 for the measurement period beginning October 31, 2020, and ending October 31, 2025, 2024, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K as required under Item 402(v) of Regulation S-K. 4.The Peer Group TSR is based on the S&P Information Technology Index and the value of an initial fixed investment of $100 on October 31, 2020, assuming the reinvestment of any dividends. 5.Reflects GAAP net earnings (or, in the case of fiscal 2025 and fiscal 2024, GAAP net earnings attributable to HPE) as shown in the Company’s Annual Report on Form 10-K for the fiscal years ended October 31, 2025, 2024, 2023, 2022, and 2021, respectively. 6.Equal to non-GAAP net income. See the “GAAP to non-GAAP reconciliations” attached as Annex B for additional details regarding the calculation of non-GAAP net earnings attributable to HPE. Similar to our fiscal year ended October 31, 2024 and 2023, non-GAAP net earnings, as calculated and described in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025 (described therein as non-GAAP net earnings attributable to HPE in the case of fiscal 2025 and 2024), was selected as the company-selected measure for fiscal year 2025, as it was deemed to be the most important financial performance measure used to link Company performance to CAP to our PEO and average CAP to our other NEOs for fiscal 2025. Please note non-GAAP net earnings may not have been the most important financial performance measure for fiscal years 2022 and 2021, and we may determine a different financial measure to be the company-selected measure in future years.

  103. Pay versus performance

    | 106 | HPE 2026 PROXY STATEMENT |