Keysight Technologies, Inc.

For the period ended Mar 19, 2026. Filed Jan 26, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 19, 2026 · Filed Jan 26, 2026

KEYS$272.13+4.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

KEYSIGHT TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a-6(i)(i1) and 0-11.

Message from our

Chief Executive Officer

	Dear Stockholders,
	Since our inception over a decade ago, we have established a track record of consistent value creation through technology evolutions, market cycles and challenges such as the COVID-19 pandemic. These results have been enabled by our strong customer centric innovations, a reliable strategy to transform the company from hardware centric products to software centric solutions, and an operating model that enables resilient performance with disciplined investments to differentiate the company. Going forward, we remain confident in our ability to outperform our markets and deliver EPS growth through the business cycle.
Our annual stockholder meeting is an opportunity to reflect on where we are today, and to look toward a future defined by innovation. This year’s meeting will be held on Thursday, March 19, 2026 at 8:00 a.m., Pacific Time, virtually via the internet at https://meetnow.global/MC5NFNG. Stockholders of record as of the close of business on January 20, 2026, are entitled to vote.
You may attend the 2026 Annual Meeting online, vote, and submit questions by visiting the website listed above. A virtual-only meeting increases accessibility and participation, allowing stockholders to join from any location. We are committed to ensuring stockholders can participate as fully as they would in person. Details on accessing the meeting and the business to be conducted are in the accompanying Notice of 2026 Annual Meeting and Proxy Statement.
On behalf of our Board of Directors, thank you for being a Keysight stockholder and for your continued support of Keysight.
Sincerely,
Satish C. Dhanasekaran President and Chief Executive Officer January 31, 2026

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To our shareholders,

You are invited to attend the 2026 Annual Meeting to be held as follows:

Date and TimeThursday, March 19, 20268:00 a.m. Pacific Time

Live Webcasthttps://meetnow.global/MC5NFNG Access begins at 7:30 a.m. Pacific Time

Record DateJanuary 20, 2026

ITEMS OF BUSINESS

•	Elect three directors to a 3-year term;

•	Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm;

•	Approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers;

•	Approve an Amendment to the Amended and Restated Keysight Technologies, Inc. Certificate of Incorporation to declassify the Board of Directors;

•	Consider, on a non-binding advisory basis, Stockholder Proposal: Shareholder Ability to Call for a Special Shareholder Meeting;

•	Consider such other business as may properly come before the meeting.

IMPORTANT MEETING INFORMATION

LIVE WEBCAST: The 2026 Annual Meeting will be held entirely online athttps://meetnow.global/MC5NFNG. Stockholders of record can attend and vote using the control number from their Notice or Proxy Card (if you received printed materials). If you hold shares through a broker, bank, or other nominee (called holding in “street name”), use the control number from your voting instruction form or register in advance. See the “Frequently Asked Questions” section of this Proxy Statement for more details.

Please note that Microsoft Internet Explorer is not supported, so you will need to use another browser.

The Notice of Internet Availability of Proxy Materials (“Notice”) for the Keysight Technologies, Inc. (“Keysight”, “we” or “our”) 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), proxy statement for our 2026 Annual Meeting (the “Proxy Statement”), and the Annual Report on Form 10-K for the fiscal year ended October 31, 2025 (the “Annual Report”) are available free of charge atwww.envisionreports.com/KEYS.

Record Date: Stockholders of record as of close of business on January 20, 2026 (the “Record Date”) will be entitled to vote and participate in the 2026 Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on March 19, 2026

On or about February 6, 2026, we will commence mailing to the majority of our stockholders the Notice directing stockholders to a website where you can access the Proxy Statement, Annual Report, and view instructions on how to vote your shares by internet or telephone. Our Proxy Statement follows. Financial and other information concerning Keysight is contained in the Annual Report.

By Order of the Board of Directors,

Jeffrey K. Li

Senior Vice President, General Counsel and Secretary

Santa Rosa, California

January 31, 2026

YOUR VOTE IS IMPORTANT. PLEASE VOTE.

PROXY SUMMARY

This summary provides an overview of selected information in this year’s proxy statement (the “Proxy Statement”) for our 2026 Annual Meeting of stockholders (the “2026 Annual Meeting”). In this Proxy Statement, the terms “Keysight”, “Keysight Technologies”, “the Company”, “we”, and “our” refer to Keysight Technologies, Inc. and information presented in this Proxy Statement is based on Keysight’s fiscal year starting on November 1 and ending on October 31 of each year (“Fiscal Year” or “FY”), unless specifically stated otherwise. We encourage you to read the entire Proxy Statement before voting. Additionally, unless expressly stated otherwise, references to the Board of Directors or the Board throughout this Proxy Summary section exclude Mr. Paul A. Lacouture who informed the Company that he will not stand for re-election at the 2026 Annual Meeting.

ANNUAL MEETING OF STOCKHOLDERS

Date & Time:	Thursday, March 19, 2026 at 8:00 a.m. Pacific Time
Location:	https://meetnow.global/MC5NFNG
Record Date:	January 20, 2026

VOTING MATTERS

Stockholders will be asked to vote on the following matters at the 2026 Annual Meeting:

	Board’s Voting Recommendation
PROPOSAL 1. Elect three directors to a 3-year term	Vote FOR each director nominee
PROPOSAL 2. Ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as Keysight’s independent registered public accounting firm	Vote FOR
PROPOSAL 3. Approve, on a non-binding advisory basis, the compensation of Keysight’s named executive officers (“NEOs”)	Vote FOR
PROPOSAL 4. Approve an Amendment to Keysight’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors	Vote FOR
PROPOSAL 5. Consider, on a non-binding advisory basis, the following Shareholder Proposal: Shareholder Ability to Call for a Special Shareholder Meeting	Vote AGAINST

2026 Proxy Statement i

WHO WE ARE

Keysight is a global innovator in the computing, communications and electronics markets, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services. Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity. We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market on ever-shorter schedules.

We are driven to deliver breakthrough solutions and trusted insight in electronic design, test, manufacture, and optimization to help customers accelerate the innovations that connect and secure the world. Our values guide how we work with each other and how we interact with our customers, our suppliers, our partners, our stockholders, and our communities.

GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION

The Nominating and Corporate Governance Committee (“Nominating Committee”) of the Board of Directors of Keysight Technologies, Inc. (“Board”) regularly evaluates the Board’s composition to ensure it includes the right mix of skills, experience, and qualifications to support the current and future business and strategy.

Each member of our Board brings expertise in areas such as technology, global business, leadership, and financial literacy. The table below summarizes the number of directors who possess each key skill, with additional detail provided in each director nominee’s biography.

ii 2026 Proxy Statement

BOARD PROFILE AS OF JANUARY 31, 2026

Technology 10 Directors	Institutional Knowledge 7 Directors
Global Business 10 Directors	Sales and Marketing 7 Directors
Leadership 10 Directors	Enterprise Human Capital Management 4 Directors
Strategic Transactions 9 Directors	Information Security 6 Directors
Financial Literacy 10 Directors	Environmental Matters 2 Directors

BOARD REFRESHMENT

Thoughtful consideration is continuously given to the composition of our Board in order to maintain an appropriate mix of experience and qualifications, introduce fresh perspectives, and broaden and differentiate the views and experience represented on the Board. As of January 31, 2026, the average tenure of our Board was 7 years and 7 months.

2026 Proxy Statement iii

OUR DIRECTORS (AS OF JANUARY 31, 2026)

Name	Age	Director Since	Committee Memberships
James G. Cullen	83	October2014	Compensation and Human CapitalNominating and Corporate Governance
Satish C. Dhanasekaran	53	May2022
Charles J. Dockendorff	71	October2014	Audit and FinanceNominating and Corporate Governance
Richard P. Hamada	68	October2014	Compensation and Human CapitalNominating and Corporate Governance
Michelle J. Holthaus	52	May2021	Compensation and Human CapitalNominating and Corporate Governance
Keith F. Jensen	67	November 2025	Audit and Finance Nominating and Corporate Governance
Ronald S. NersesianBoard Chairman	66	December2013	Executive
Jean M. NyeLead Independent Director	73	October2014	Compensation and Human CapitalExecutiveNominating and Corporate Governance
Joanne B. Olsen	67	May2019	Compensation and Human Capital Nominating and Corporate Governance
Kevin A. Stephens	64	March2022	Audit and Finance Nominating and Corporate Governance

Chair

iv 2026 Proxy Statement

GOVERNANCE PRACTICES

We believe that implementing sound corporate governance policies enables strong Board leadership, prudent management practices, and transparency.

Highlights of our Fiscal Year 2025 governance practices include, among others:

Board Composition • Every director has senior leadership experience • Average Board tenure of 7 years and 7 months (as of January 31, 2026) Board Independence • Nine of ten continuing directors and director nominees are independent • Separate CEO and Board Chair • Lead Independent Director with clearly defined role • Independent standing Board committees • Regular meetings of our independent directors without management present • Annual evaluation of the Chief Executive Officer (“CEO”) by independent directors

Board Processes • Procedures for stockholders to communicate directly with the Board • Annual advisory vote on executive compensation • Annual board and committee self-assessment process • Stockholder outreach program Corporate Governance Policies • Stock ownership guidelines for executive officers anddirectors • Risk oversight by the Board and its committees • Policies prohibiting hedging, short selling and pledging of our common stock for all employees and directors • Periodic review of committee charters and Corporate Governance Guidelines • Compensation and Human Capital Committee oversight of human capital management matters • Board oversight of corporate responsibility programs, environmental risks and opportunities

STOCKHOLDER COMMUNICATION

Stockholder communication is essential to our ongoing review of our corporate environmental, social, governance and executive compensation programs and practices. This year, we reached out to stockholders representing nearly 53% of our outstanding shares and invited them to meet with our General Counsel and Corporate Secretary, our Chief People Officer and our Director of Investor Relations.

2026 Proxy Statement v

FISCAL YEAR 2025 FINANCIAL PERFORMANCE

Keysight Technologies is accelerating innovation across a dynamic global landscape. As technology continues to evolve at an unprecedented pace, demand for our differentiated solutions has grown across a broad spectrum of industries. We are capitalizing on this momentum by aligning with key technology investments and delivering high-impact solutions that drive measurable value for our customers and fuel sustainable long-term growth.

Our software-centric strategy remains a cornerstone of our stockholder value creation. Customers are increasingly engaging with Keysight earlier in the design cycle, leveraging our advanced software capabilities to solve complex challenges and accelerate time-to-market. Our agility and resilience in navigating industry shifts have been instrumental in delivering consistent value to all our stakeholders, including our customers, employees, and stockholders.

We maintained a disciplined focus on our strategic priorities and operational excellence. Key among these was the completion of three major strategic acquisitions to bolster our offerings and position our businesses for near-term growth. Our deep customer relationships and differentiated portfolio continue to position Keysight at the forefront of technology megatrends, enabling broad-based demand and reinforcing our leadership in electronic design and test innovation.

Our accomplishments included:

FISCAL YEAR 2025 PERFORMANCE

RESULTS	GROWTH	YEAR OVER YEAR
GAAP and Non-GAAP Revenue	$5,375M	+8% YoY Change
GAAP Net Income	$850M	+38% YoY Change
Non-GAAP Net Income	$1,240M	+13% YoY Change
GAAP EPS	$4.91 per share	+40% YoY Change
Non-GAAP EPS	$7.16 per share	+14% YoY Change

(1)	Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information.

LONG TERM TOTAL SHAREHOLDER RETURN (“TSR”) PERFORMANCE

(1)	Measured using the closing stock price on October 31, 2025, as compared to the closing stock price on October 30, 2020, and October 31, 2022, for the 5-year and 3-year TSR, respectively.

vi 2026 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS HIGHLIGHTS

COMPENSATION POLICIES AND PRACTICES

Our commitment to designing an executive compensation program that is consistent with responsible financial and risk management is reflected in the following policies and practices:

What We Do	What We Don’t Do
• Independent Compensation Committee • Independent Compensation Consultant • Mix of Short- and Long-Term Incentives • Performance Based Equity • Pay for Performance • Meaningful Performance Goals • Maximum Payout Limits • Robust Clawback Policies • Annual Risk Assessments • Annual Advisory Say-on-Pay Vote • Robust Stock Ownership Guidelines	• No Multi-Year Guarantees • No Dividends on Unvested Awards • No Hedging or Pledging • No Excessive Change in Control Awards • No Excessive Perquisites • No Excessive Severance Benefits • No Golden Parachute Tax Gross Ups • No Discretionary Incentives • No Repricing or Repurchasing of Underwater Stock Options

2026 Proxy Statement vii

INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

As outlined in the Compensation Discussion and Analysis section of this Proxy Statement, Keysight’s NEOs are rewarded in alignment with our performance-driven compensation philosophy and strong corporate governance standards. Our approach ensures that executive pay is closely tied to company performance and shareholder value creation, reinforcing accountability and long-term strategic execution. Below are a few highlights of our pay for performance programs as they relate to our CEO and NEOs in Fiscal Year 2025.

(1)	Short-Term Incentive Plan (“STI”).

(2)	Long-Term Incentive Plan (“LTI”).

FISCAL YEAR 2025 SHORT TERM INCENTIVE PLAN RESULTS

Metrics	H1 Achievement % of Target	H2 Achievement % of Target
Non-GAAP EPS	104.0	107.9
Keysight Non-GAAP Revenue Growth	101.4	102.8
Non-GAAP CSG Revenue Growth	102.6	103.9
Non-GAAP ESI Revenue Growth	88.2	82.1
Non-GAAP KGSO Revenue Growth	101.2	103.9
KGSO Order Plan	98.2	105.0
Keysight Worldwide Quota (“WWQ”)	98.8	102.7

viii 2026 Proxy Statement

LONG-TERM PERFORMANCE PLAN (“LTP”) RESULTS

Fiscal Year 2023 - Fiscal Year 2025 PSU Grants: TSR

TSR Relative to S&P 500 Total Return Index for FY23-FY25	Pay-for-PerformanceResults
Threshold (25% Payout)	Target (100% Payout)	Maximum (200% Payout)
40 percentage points below index	Equals Index	40 percentage points above index
	S&P 500 Total Return Index 76.0%	Keysight TSR 1.45%	74.55 ppts below Index
			0.0% Payout

Fiscal Year 2023 - Fiscal Year 2025 PSU Grants: Non-GAAP Operating Margin (“Non-GAAP OM”)

Non-GAAP OM Goals for FY23-FY25 · Actual OM Achievement
Year · Threshold (50% Payout) · Target (100% Payout) · Maximum (200% Payout)
5 points below annual Non-GAAP OM plan · Achievement of annual Non-GAAP OM plan · 5 points above annual Non-GAAP OM plan
2023	24.8%	29.8%	34.8%	30.3%
2024	22.4%	27.4%	32.4%	26.3%
2025	20.9%	25.9%	30.9%	26.0%
100.3% Payout

See the “Compensation Discussion and Analysis” section of this Proxy Statement for more information.

2026 Proxy Statement ix

CORPORATE SOCIAL RESPONSIBILITY KEY IMPACT GOALS

Keysight established targeted measures across environmental sustainability, social impact and ethical governance in Fiscal Year 2025. Goals have been identified to align with short-, mid-, and long-term efforts as noted.

	Key Impact Goals by End of FY 2025	End Results through FY 2025
Value committed to strengthening communities	$250M	$319M+
Students and future engineers and technology skill learners engaged through science, technology, engineering and math (“STEM”) education	2M+	3.5M+
No material negative impacts to the income statement and institutional investments	ZERO	ZERO

Emissions in Company Operations

NET ZERO

x 2026 Proxy Statement

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