AGILENT TECHNOLOGIES, INC.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

SCHEDULE 14A

AGILENT TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Notice of Annual Meeting of Stockholders

By Order of the Board of Directors

Bret DiMarco

Senior Vice President, Chief Legal Officer and Secretary

This proxy statement and the accompanying proxy card are being first sent or given to the stockholders on or about February 6, 2026.

SUMMARY INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by, but not limited to, the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025 (the “Annual Report”). We undertake no responsibility to publicly update or revise any forward-looking statement.

PROXY SUMMARY

The following is a summary which highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you are urged to read the entire proxy statement carefully before voting.

Voting Matters and Vote Recommendations

We currently expect to consider four items of business at the 2026 annual meeting. The following table lists those items of business and the vote recommendations of the Board of Directors (the “Board”).

Director Nominees

The Board is currently divided into three classes serving staggered three-year terms. The following table provides summary information about each of the four director nominees who are being voted on at the annual meeting.

SUMMARY INFORMATION

Corporate Governance

The Board is committed to sound and effective governance practices that it believes promote long-term stockholder value and strengthen Board and management accountability to our stockholders, customers and other stakeholders. As seen in Proposal 4, the Board has regularly reviewed our governance practices and remains committed to evolving our governance practices to ensure that we are aligned with the long-term best interests of our stockholders. The following table highlights many of our key governance practices. Specific details on our governance practices can be found starting on page 16.

Stockholder Engagement

We have a year-round stockholder engagement program that reaches a wide variety of stockholders, market participants and potential investors. This program involves periodic discussions with respect to various matters raised by the Company and our stockholders, such as our business, financial and operating performance, corporate governance initiatives, environmental, social responsibility and governance-related disclosures and practices, human capital management, risk management, compensation and corporate priorities. Feedback and perspectives from investors gathered from our engagement programs are regularly considered by our management team and the Board, as the Company seeks to incorporate valuable investor insights into deliberations and decision-making processes.

Responsiveness to 2025 Stockholder Proposal to Declassify the Board

In response to the support received at our 2025 annual meeting for the non-binding stockholder proposal requesting that the Board take necessary steps to remove the classified Board structure in our Third Amended and Restated Certificate of Incorporation (our “Certificate”) and our Third Amended and Restated Bylaws (our “Bylaws”), and at the direction of the Board, members of the Board and management conducted outreach to the holders representing approximately sixty-five percent (65%) of our stockholder base to seek feedback from stockholders on the matter. A significant portion of our stockholder base indicated their support for amending our Certificate and Bylaws to declassify the Board. The feedback we received from our stockholders on this topic was reviewed and discussed with the Board. After careful consideration of the results of the proposal and the stockholder feedback we received, as well as a review of market practices, the Board has recommended that our stockholders approve an amendment to our Certificate to remove the classified Board structure over a three-year period, with all Board members subject to annual elections beginning with our annual meeting in 2029 (see Proposal 4). The Board has also separately approved amendments to our Bylaws to eliminate the classified Board structure contained therein, subject to approval of Proposal 4 at the annual meeting, with all Board members subject to annual elections beginning with our annual meeting in 2029.

SUMMARY INFORMATION

Oversight of Cybersecurity Risk

Our security program is based on industry standards including ISO 27002 Code of Practice, NIST and the COBIT 5 Framework. Our policies, standards and operating procedures provide a comprehensive approach to maintain the confidentiality, integrity, and availability of the data and systems in our environment in order to meet our business goals and customer needs.

Security is a company-wide approach, and we continuously invest in our people, processes and tools to strengthen our security posture to protect both Agilent’s and our customers’ data. This includes educating our workforce on an on-going basis of cybersecurity threats and their role in our overall security approach. All users, including our employees and third party contractors, are required to complete annual training and to confirm their understanding of and compliance with our “Acceptable Use of Information Systems Policy” to retain access to our systems.

To support our company-wide approach, we have a dedicated IT Information Security and Risk Management (ISRM) department that is accountable for the following key areas: policy, standards and operating procedures, IT compliance, IT risk management, threat and vulnerability management, security awareness and security operations, which includes comprehensive security incident management, reporting and response protocols that are tested and maintained on a regular basis. We also engage external consultants to complete independent program and capability assessments, including scanning of our systems for vulnerabilities. The head of our ISRM organization, together with our Chief Information Officer, provides periodic updates to the Audit and Finance Committee regarding our cybersecurity program, including information about cyber risk management governance and status updates on various projects intended to enhance the overall cybersecurity posture of the Company.

Corporate Responsibility

Our mission is to advance the quality of life, and our commitment to corporate responsibility is aligned with our mission and our core business objectives. In the past year, we have continued to take proactive actions to protect the health and safety of our employees, customers, partners and suppliers. We previously announced our commitment to achieve net-zero greenhouse gas emissions by 2050. We believe that, with our culture of innovation, we are in a strong position to contribute important solutions to reducing greenhouse gas emissions. As a company, we are committed to continued sustainable business operations, thoughtful corporate responsibility initiatives and maintaining governance structures that promote effective oversight.

Environmental Sustainability

In 2021, we announced our commitment to achieve net-zero greenhouse gas emissions by 2050. In 2023, we announced near and long term greenhouse gas emission reduction targets. To provide investors with meaningful sustainability information, we also announced that we will report on climate-related risks based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and on other sustainability matters with reference to the standards promulgated by the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI).

People and Culture

As a global company, much of our success is rooted in our commitment to a work culture that values broad perspectives, respect for others, and strong engagement across the Company. Agilent is proud to be an equal opportunity employer. We believe in a workforce where employees with different perspectives and backgrounds are engaged and encouraged to leverage their collective talents.

Oversight and Management of Corporate Responsibility

The Board, through its Nominating/Corporate Governance Committee, oversees Agilent’s corporate responsibility strategy. The Nominating/Corporate Governance Committee formally oversees our corporate responsibility efforts, including our sustainability initiatives, within the organization and reports to the Board on a regular basis. The Board and its Compensation Committee oversee the administration of the Company’s employee benefits, including health and compensation plans. The Board, through its Audit and Finance Committee, oversees our enterprise risk management program, which encompasses our risks related to corporate responsibility matters. The charters of the Nominating/Corporate Governance Committee, the Audit and Finance Committee and the Compensation Committee can be accessed by clicking on “Committee Charters” in the “Governance” section of our investor relations web page at www.investor.agilent.com.

TABLE OF CONTENTS

2026 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

PROPOSAL 1 - ELECTION OF DIRECTORS