Registration No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________________________________________
Hewlett Packard Enterprise Company
(Exact Name of Registrant as Specified in its Charter)
______________________________________________________________________________
Delaware
47-3298624
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1701 East Mossy Oaks Road
Spring, TX		77389
(Address of Principal Executive Offices)
(Zip Code)

Hewlett Packard Enterprise Company 2021 Stock Incentive Plan
(Full Title of the Plan)
David Antczak
Senior Vice President, General Counsel and Corporate Secretary
Hewlett Packard Enterprise Company
1701 East Mossy Oaks Road,
Spring, TX 77389
(Name and Address of Agent for Service)
(678) 259-9860
(Telephone Number, Including Area Code, of Agent for Service)
_____________________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o


Explanatory Note
Pursuant to General Instruction E of Form S-8, Hewlett Packard Enterprise Company, a Delaware corporation (the “Company” or the “Registrant”), is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register an additional 22,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) for issuance pursuant to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (as amended from time to time, the “2021 Plan”).

In connection with the 2021 Plan, the Registrant previously filed with the Commission a registration statement on Form S-8 (Registration No. 333-272379) on June 2, 2023, a registration statement on Form S-8 (Registration No. 333-265378) on June 2, 2022, a registration statement on Form S-8 (Registration No. 333-255839) on May 6, 2021, and two registration statements on Form S-8 POS (Registration Nos. 333-217152 and 333-207671) on May 6, 2021 (collectively, the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.

Part I
Information Required in the Section 10(A) Prospectus
Item 1. Plan Information.
Not required to be filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.
The prospectus containing information required by Part I of Form S-8 and related to this Registration Statement is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8.

The documents containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission, such documents are not being filed with the Commission as part of this Registration Statement.

Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 filed with the Commission on December 22, 2023 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);





(d) The description of the Common Stock set forth in Exhibit 4.12 to the Registrant’s Form 10-K (No. 001-37483) for the fiscal year ended October 31, 2023 filed with the Commission on December 22, 2023.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished, but not filed, on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.
Not applicable.

Item 5. Interests of Named Experts and Counsel.
David Antczak, Senior Vice President, General Counsel and Corporate Secretary of the Registrant, will pass upon the validity of the issuance of the shares of Common Stock offered by this Registration Statement. Mr. Antczak is an officer and employee of the Registrant and holds restricted stock units granted by the Registrant.

Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes corporations to limit or eliminate the personal liability of directors, officers, employees or agents to corporations and their stockholders in certain situations for monetary damages for breaches of directors’ officers' fiduciary duties as directors or officers, as applicable, in the circumstances therein provided and the Registrant’s restated certificate of incorporation includes such an exculpation provision. The Registrant’s restated certificate of incorporation and second amended and restated bylaws include provisions that indemnify directors or officers, to the fullest extent allowable under the DGCL, for monetary damages for actions taken as a director or officer, as applicable, of the Registrant or any predecessor of the Registrant, or for serving at the Registrant’s request or the request of any predecessor of the Registrant as a director or officer or another position at another corporation or enterprise, as the case may be. Article VIII of the Registrant’s restated certificate of incorporation includes such an indemnification provision. The Registrant’s second amended and restated bylaws also provide that the Registrant must indemnify and advance actual and reasonable expenses to its directors and officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL. The Registrant’s second amended and restated bylaws expressly authorize the Registrant to carry directors’ and officers’ insurance to protect the Registrant, its directors, officers, agents and employees for certain liabilities.

The foregoing description is intended as a summary only and is qualified in its entirety by reference to the Registrant’s restated certificate of incorporation, second amended and restated bylaws and the DGCL.

Item 7. Exemption from Registration Claimed.
Not applicable.

Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.



Exhibit NumberDescription of Exhibit
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
*5.1
*23.1
*23.2
*24
*107
* Filed herewith.

Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;



provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.




Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spring, State of Texas, on June 5, 2024.

HEWLETT PACKARD ENTERPRISE COMPANY
By:/s/ David Antczak
Name:David Antczak
Title:Senior Vice President, General Counsel and Corporate Secretary



KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints each of Marie Myers and David Antczak as his or her true and lawful agent, proxy and attorney-in-fact, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments and supplements (including post-effective amendments) to this Registration Statement on Form S-8 together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming that all such agents, proxies and attorneys-in-fact, any of them or any of his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

To effect the above, each of the undersigned has executed this Power of Attorney as of the date indicated beside each name.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.


Signature
Date
/s/ Antonio F. Neri
Antonio F. Neri
President, Chief Executive Officer and Director (Principal Executive Officer)
June 5, 2024
/s/ Marie Myers
Marie Myers
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
June 5, 2024
/s/ Jeremy Cox
Jeremy Cox
Senior Vice President, Controller and Chief Tax Officer (Principal Accounting Officer)
June 5, 2024
/s/ Patricia F. Russo
Patricia F. Russo
Chair
June 5, 2024
/s/ Pamela L. Carter
Pamela L. Carter
Director
June 5, 2024
/s/ Frank A. D’Amelio
Frank A. D’Amelio
Director
June 5, 2024


/s/ Regina E. Dugan
Regina E. Dugan
Director
June 5, 2024
/s/ Jean M. Hobby
Jean M. Hobby
Director
June 5, 2024
/s/ Raymond J. Lane
Raymond J. Lane
Director
June 5, 2024
/s/ Ann M. Livermore
Ann M. Livermore
Director
June 5, 2024
/s/ Bethany J. Mayer
Bethany J. Mayer
Director
June 5, 2024
/s/Charles H. Noski
Charles H. Noski
Director
June 5, 2024
/s/ Raymond E. Ozzie
Raymond E. Ozzie
Director
June 5, 2024
/s/ Gary M. Reiner
Gary M. Reiner
Director
June 5, 2024


Exhibit 5.1
June 5, 2024

Hewlett Packard Enterprise Company
1701 East Mossy Oaks Road
Spring, TX 77389

Re:22,000,000 Additional Shares of Common Stock of Hewlett Packard Enterprise Company offered pursuant to Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan
Ladies and Gentlemen:

I have examined the proceedings taken and the instruments executed in connection with the reservation for issuance and authorization of the sale and issuance from time to time of an additional 22,000,000 shares (the “Shares”) of the common stock, par value $0.01 per share, of Hewlett Packard Enterprise Company pursuant to the terms of Amendment No. 3 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (together, with Amendment No. 1 and Amendment No. 2 to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan and the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as amended from time to time, the “Plan”). The Shares are the subject of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which is being filed with the Securities and Exchange Commission and to which this opinion is to be attached as an exhibit.

Upon the basis of such examination, I am of the opinion that the Shares, when issued and sold pursuant to the terms and conditions set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Act, will be validly issued, fully paid and non-assessable.

You are further advised that I consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,
/s/ David Antczak
David Antczak
Senior Vice President, General Counsel
and Corporate Secretary


image_0a.jpg
Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan, as amended, of our reports dated December 22, 2023, with respect to the consolidated financial statements of Hewlett Packard Enterprise Company and the effectiveness of internal control over financial reporting of Hewlett Packard Enterprise Company included in its Annual Report (Form 10-K) for the year ended October 31, 2023, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP

Houston, Texas
June 5, 2024


A member firm of Ernst & Young Global Limited

Exhibit 107


Calculation of Filing Fee Table

Form S-8
(Form Type)

Hewlett Packard Enterprise Company
(Exact Name of the Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Share
Maximum
Aggregate Offering Price
Fee RateAmount of Registration Fee
EquityCommon stock, par value $0.01 per shareOther
22,000,000(2)
$17.87(3)
$393,140,000(3)
0.0001476
$58,027.47(3)
Total Offering Amounts
$393,140,000
$58,027.47
Total Fee Offsets$0.00
Net Fee Due
$58,027.47

(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock, as applicable.
(2)Represents 22,000,000 additional shares of Common Stock reserved for future issuance under the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan.
(3)
Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h)(1) of the Securities Act, based on the average of the high and low prices of Common Stock as reported in the consolidated reporting system by the New York Stock Exchange on June 3, 2024.






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