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Hewlett Packard Enterprise Co 8-K Report, Material Agreement (Jun 1, 2026)

Reports
Earnings & Results·Leadership Changes·Material Agreements+2
Filing Date
Filed June 1, 2026
Period End
June 1, 2026
Securities
HPEHPE-PC
In the record · 2016–202610-K1010-Q338-K188

HPE filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 188 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Oct ’17Oct ’17
  2. Material agreement8-K · May ’19May ’19
  3. Leadership change8-K · Jun ’21Jun ’21
  4. Leadership change8-K · Jul ’25Jul ’25

01—Abstract

Summary

Summary of the 8-K filed June 1, 2026. Cited figures are marked; the original filing is the authoritative source.

HPE reported fiscal Q2 2026 (quarter ended April 30, 2026) with record revenue of $10.7 billiona, up 40% year over year, and GAAP diluted EPS of $0.44 versus a $0.09-$0.13 outlook range.

Non-GAAP diluted EPS was $0.79b, above its $0.51-$0.55 outlook. Networking revenue rose 148% to $2.7 billion (largely reflecting the Juniper Networks acquisition), while Cloud & AI grew 23% to $7.7 billion. Free cash flow was $915 million, and operating cash flow was $1.4 billion, a $1.9 billion improvement year over year.

Management raised FY26 guidance: revenue growth of 29%-33%, non-GAAP diluted EPS of $3.35c-$3.45 (versus $3.00+ previously targeted for FY28), and free cash flow of at least $3.5 billion. It also introduced an FY27 framework calling for 8%-12% revenue growth, 12%-16% non-GAAP EPS growth, and at least $4.5 billion of free cash flow. The filing also details governance and portfolio actions.

HPE completed the sale of its remaining 19% stake in H3C on May 28, 2026, receiving about $1.357 billiond in cash (about $370 million under the Item 7.01 disclosure for a 5.2% tranche), with total pretax consideration of about $3.5 billion since the exit was announced. Under the July 2025 cooperation agreement with Elliott, the company amended the board-size cap to 14 directors through the 2027 Annual Meeting and appointed Elliott Partner Christopher Hsu to the Board, the Strategy Committee, and the Finance & Investment Committee.

For investors, the quarter shows strong profitability and cash generation, though the top-line jump is heavily acquisition-driven and GAAP results still carry substantial amortization and stock-based compensation charges. The H3C monetization adds liquidity, and the declared quarterly dividend of $0.1425 per share is payable July 15, 2026 to holders of record on June 16, 2026.

02—Key points

Key Highlights

  1. Record Q2 FY26 revenue of $10.7B (+40% YoY); Networking up 148% to $2.7B, Cloud & AI up 23% to $7.7B
  2. Non-GAAP diluted EPS of $0.79 and GAAP diluted EPS of $0.44, both above outlook ranges
  3. Free cash flow of $915M in the quarter, up $1.8B YoY, with a record second-quarter FCF
  4. FY26 guidance raised: revenue growth 29%-33%, non-GAAP EPS $3.35-$3.45, FCF of at least $3.5B
  5. Introduced FY27 framework: 8%-12% revenue growth, 12%-16% non-GAAP EPS growth, FCF of at least $4.5B
  6. Completed the H3C stake sale on May 28, 2026 for about $1.357B in cash, with total pretax consideration of about $3.5B
  7. Elliott-related governance: board cap set at 14 directors through 2027 and Christopher Hsu appointed to the Board; quarterly dividend of $0.1425 declared

03—Questions

Frequently Asked Questions

  1. Why did HPE's revenue grow 40% year over year?

    The growth was driven largely by the Juniper Networks acquisition, which lifted Networking revenue 148% to $2.7B (Routing went from $1M to $775M). Cloud & AI also grew 23% to $7.7B, led by Server revenue up 33%.

  2. How does HPE's FY26 outlook compare with its prior long-term targets?

    Raised FY26 non-GAAP diluted EPS guidance of $3.35-$3.45 and FCF of at least $3.5B now sit above the FY28 targets set in October 2025 (at least $3.00 non-GAAP EPS and more than $3.5B FCF), indicating faster progress toward the long-term plan.

  3. What is the H3C transaction and how much cash did HPE receive?

    HPE completed the sale of its remaining 19% H3C stake on May 28, 2026, receiving about $1.357B in cash. Total pretax consideration for its H3C stake since the exit was announced is about $3.5B. A separate 5.2% tranche sold to UNIS for about $370.4M is also disclosed.

  4. What do the Elliott cooperation agreement changes mean for shareholders?

    HPE amended the agreement so the board will not exceed 14 directors until the 2027 Annual Meeting, and it appointed Elliott Partner Chris Hsu to the Board, the Strategy Committee, and the Finance & Investment Committee. Hsu will receive pro-rata director compensation for the remainder of the current board year.

  5. Are GAAP results and non-GAAP results materially different for HPE this quarter?

    Yes. GAAP diluted EPS was $0.44 versus non-GAAP $0.79, mainly due to $323M of intangible amortization, $218M of stock-based compensation, and $105M of acquisition, disposition and other charges. Investors should weigh both measures.

04—Continue

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