What changed in this filing

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Item 9A. Controls and Procedures

2024-12-17 compared with 2023-12-15 · 52 added, 38 removed, 213 unchanged (30% of the section changed)

7 unchanged sentences

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2024.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.

The company completed the acquisition of ESI Group SA (“ESI Group”) during January 2024, Riscure Holding B.V.

(“Riscure”) on February 21, 2024, and AnaPico AG (“AnaPico”) on June 12, 2024.

Management excluded ESI Group, Riscure, and AnaPico from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2024.

ESI Group constituted approximately 1% of total assets and approximately 3% of total revenues, while Riscure and AnaPico each constituted less than 1% of total assets and total revenues for the year ended October 31, 2024.

The effectiveness of our internal control over financial reporting as of October 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that appears in Item 8 of this Annual Report on Form 10-K.

3 unchanged sentences

Rule 10b5-1 Trading plans

During the three months ended October 31, 2023, the following directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K:

Name & Title Action Date Rule 10b5-1 Non-Rule 10b5-1 Aggregate number of securities to be sold (1)

Plan expiration date

Nersesian Adoption September 27, 2023 ☒

107,299 September 25, 2024

Chairman of the Board

(1) The “Aggregate number of securities to be sold” represents the gross number of shares to be received during the duration of the plan, before excluding any shares withheld by the company to satisfy its income tax withholding in connection with the net settlement of the equity awards.

Any underlying performance share awards being calculated at target.

During the three months ended October 31, 2023, there were no terminations of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement.

During the three months ended October 31, 2024, none of our officers or directors adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement.” as each term is defined in Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

1 - Election of Directors” in our Proxy Statement.

The information regarding our executive officers required under Item 10 will appear in Item 1 of this Annual Report on Form 10-K under “Executive Officers of the Registrant.” The information required under Item 10 regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert will appear under “Committees of the Board of Directors-Audit and Finance Committee” and “Audit and Finance Committee Report” in our Proxy Statement.

our Audit and Finance Committee and our Audit and Finance Committee's financial expert will appear under “Committees of the Board of Directors-Audit and Finance Committee” and “Audit and Finance Committee Report” in our Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this Annual Report on Form 10-K.

3 unchanged sentences

With regard to the information required under Item 10 relating to compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in Keysight’s Proxy Statement under “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, contractors and other personnel providing services to Keysight, as well as by Keysight itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and The Nasdaq Stock Market listing standards.

Additionally, Keysight will not engage in trading in Keysight securities, except in compliance with applicable securities laws.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1.

The additional information required by this item is included in our Proxy Statement related to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 17, 2024 (the “Proxy Statement”) and is incorporated herein by reference.

Executive Compensation

15 unchanged sentences

Total 2,130,073 $ 31 26,882,876

(1) The Employee Stock Purchase Plan (“ESPP”) was adopted on July 16, 2014, and became effective on November 1, 2014.

It was amended and restated effective March 21, 2024.

The maximum number of shares of common stock that may be issued under the plan is 25 million.

The number of securities remaining available for future issuance in column (c) includes 17,820,022 shares of common stock authorized and available for issuance under the Keysight Technologies, Inc.

employee stock purchase plan under Section 423(b) of the Internal Revenue Code (“ESPP”).

The number of shares authorized for issuance under the ESPP is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Keysight or an amount determined by the Compensation and Human Capital Committee of our board of directors.

Under the terms of the ESPP, in no event shall the aggregate number of shares issued under the ESPP exceed 75 million shares.

The number of

securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under the ESPP totaling $32 million as of October 31, 2023.

(2) We issue securities under our equity compensation plans in forms other than options, warrants or rights.

Those are issued under the 2014 Stock Plan, which was originally adopted by our board of directors on July 16, 2014, with an effective date of November 1, 2014.

It was subsequently amended and restated by our board of directors on September 29, 2014 and again on January 22, 2015.

The 2014 Stock Plan was further amended and restated by our board of directors on November 16, 2017.

The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under the ESPP totaling $30 million as of October 31, 2024.

(2) The 2014 Equity and Incentive Compensation Plan ("2014 Stock Plan") was adopted on July 16, 2014, and became effective on November 1, 2014.

It was subsequently amended and restated by our board of directors on September 29, 2014, January 22, 2015, November 16, 2017 and November 16, 2023, with the most recent amendments taking effect on March 21, 2024, following stockholders approval.

The maximum number of shares of common stock that may be issued under the plan is 27,955,000.

The 2014 Stock Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.

The 2014 Stock Plan has a term of ten years.

As of October 31, 2024, 9,062,854 shares were available for future awards under the 2014 Stock Plan.

11 unchanged sentences

Financial Statements.

See Index to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

See Index to Consolidated Financial Statements under Part II Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedule.

24 unchanged sentences

8-K 10/17/2014 4.1

4.2 First Supplemental Indenture, dated as of October 15, 2014, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc.

Bank National Association, as Trustee

8-K 10/17/2014 4.2

4.2 Second Supplemental Indenture, dated as of April 6, 2017, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc.

7 unchanged sentences

10-K 12/15/2022 4.5

4.5 Indenture, dated as of October 9, 2024, between Keysight Technologies, Inc.

Bank Trust Company, National Association, as Trustee

8-K 10/9/2024 4.1

4.6 First Supplemental Indenture, dated as of October 9, 2024, between Keysight Technologies, Inc.

Bank Trust Company, National Association, as Trustee.

8-K 10/9/2024 4.2

10.1 Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.

12 unchanged sentences

10-12B/A 7/18/2014 10.7

10.6 Keysight Technologies, Inc.

Employee Stock Purchase Plan*

10-12B/A 7/18/2014 10.8

10.6 Form of Keysight Technologies, Inc.

2 unchanged sentences

10.7 Form of Keysight Technologies, Inc.

Global Stock Option Award Agreement*

10-12B/A 7/18/2014 10.12

10.9 Form of Keysight Technologies, Inc.

Non-Employee Director Stock Option Award Agreement*

10-12B/A 7/18/2014 10.13

10.10 Form of Keysight Technologies, Inc.

Non-Employee Director Stock Award Agreement*

10-12B/A 7/18/2014 10.14

10.11 Form of Keysight Technologies, Inc.

2014 Deferred Compensation Plan*

15 unchanged sentences

10.13 Keysight Technologies, Inc.

Officer and Executive Severance Plan (Established Effective March18, 2015)*

8-K 3/24/2015 10.1

10.18 Keysight Technologies, Inc.

2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)*

27 unchanged sentences

10-Q 3/3/2023 10.1

10.23 Amendment to Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.

10-Q 5/31/2024 3.1

10.24 Second Amended and Restated Bylaws of Keysight Technologies, Inc.

10-Q 5/31/2024 3.2

10.25 Keysight Technologies, Inc.

2014 Equity and Incentive Compensation Plan (As Amended and Restated Effective on March 21, 2024)*

10-Q 5/31/2024 10.1

10.26 Keysight Technologies, Inc.

Employee Stock Purchase Plan (Amended and Restated Effective on March 21, 2024)*

10-Q 5/31/2024 10.2

10.27 Form of Keysight Technologies, Inc.

Global Stock Award Agreement*

10-Q 5/31/2024 10.3

10.28 Keysight Technologies, Inc.

Non-Employee Director Stock Award Agreement*

10-Q 8/29/2024 10.1

10.29 Keysight Technologies, Inc.

Global Stock Option Award Agreement*

10-Q 8/29/2024 10.2

10.30 Keysight Technologies, Inc.

Global Performance Award Agreement*

10-Q 8/29/2024 10.3

19.1 Keysight Technologies, Inc.

Insider Trading Policy

97 Keysight Technologies, Inc.

Compensation Recovery Policy

56 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures