What changed in this filing

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Item 9A. Controls and Procedures

2025-12-17 compared with 2024-12-17 · 27 added, 21 removed, 244 unchanged (16% of the section changed)

8 unchanged sentences

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 company completed the acquisition of Spirent Communications plc (“Spirent”) on October 15, 2025 and Synopsys Inc.’s Optical Solutions Group (“OSG”) and Ansys Inc.’s PowerArtist RTL business (“PowerArtist”) from Ansys, Inc.

on October 17, 2025.

Management excluded Spirent, OSG, and PowerArtist from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2025.

Spirent constituted approximately 3% of total assets and less than 1% of total revenues, while OSG and PowerArtist constituted less than 1% of total assets and total revenues for the year ended October 31, 2025.

The effectiveness of our internal control over financial reporting as of October 31, 2025 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.

9 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.

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.

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

There were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

The information required under Item 10 regarding our code of ethics applicable to our principal executive officer, our principal financial officer, our corporate controller and other senior financial officers is contained in our SBC and appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the SBC with respect to those persons on our website at www.investor.keysight.com.

The information required under Item 10 regarding our code of ethics applicable to our principal executive officer, our principal financial officer, our corporate controller and other senior financial officers is contained in our Standards of Business Conduct (“SBC”) and appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the SBC with respect to those persons on our website at www.investor.keysight.com.

Compliance with Section 16(a) of the Exchange Act

2 unchanged sentences

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.

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 applicable 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.

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, which was filed with the Securities and Exchange Commission on December 17, 2024 as Exhibit 19.1 to our Annual Report on Form 10-K.

The additional information required by this item is included in our Proxy Statement and is incorporated herein by reference.

Executive Compensation

19 unchanged sentences

The number of securities remaining available for future issuance in column (c) includes 17,322,109 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”).

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

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, 2025.

28 unchanged sentences

Tax valuation allowance $ 224 $ 4 $ ( 10 ) $ 218

* Additions include current-year additions charged to expense and current-year build due to increases in net deferred tax assets, return to provision true-ups, other adjustments and Other Comprehensive Income (“OCI”) impact to deferred taxes.

* Additions include current-year additions charged to expense and current-year build due to increases in net deferred tax assets, return to provision true-ups, purchase accounting, and Other Comprehensive Income (“OCI”) impact to deferred taxes.

The increase in valuation allowance in 2025 as compared to 2024 relates to net operating losses in Luxembourg, capital losses, and net operating losses in the U.K.

as well as California research credits from acquired entities that are subject to limitations in the amount that can be utilized in future years.

** Deductions include current-year releases credited to expense and current-year reductions due to decreases in net deferred tax assets, return to provision true-ups, other adjustments, and OCI impact to deferred taxes.

7 unchanged sentences

8-K 11/3/2014 3.1

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

10-Q 5/31/2024 3.1

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

10-Q 5/31/2024 3.2

3.4 Amended and Restated Bylaws of Keysight Technologies, Inc.

18 unchanged sentences

8-K 10/9/2024 4.2

4.7 Second Supplemental Indenture, dated as of April 17, 2025, between Keysight Technologies, Inc.

Bank Trust Company, National Association, as Trustee.

8-K 4/17/2025 4.2

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

62 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

10.23 Keysight Technologies, Inc.

18 unchanged sentences

Insider Trading Policy

97 Keysight Technologies, Inc.

Compensation Recovery Policy

10-K 12/17/2024 19.1

21.1 Subsidiaries of Keysight Technologies, Inc.

6 unchanged sentences

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.

97 Keysight Technologies, Inc.

Compensation Recovery Polic y *

10-K 12/17/2024 97

99.1 Information Statement of Keysight Technologies, Inc., dated October 8, 2014.

20 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey K.

Li and JoAnn Juskie, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Li and Krysta Behrens De Lima, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

16 unchanged sentences

HOLTHAUS Director December 17, 2025

/s/ KEITH JENSEN Director December 17, 2025

LACOUTURE Director December 17, 2025

2 unchanged sentences

OLSEN Director December 17, 2025

/s/ ROBERT A.

RANGO Director December 17, 2024

STEPHENS Director December 17, 2025

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