DEF 14A of Keysight Technologies, Inc., Jan 26, 2026

DEF 14A of Keysight Technologies, Inc.

Filed Jan 26, 2026 · FY20250001140361-26-002381

Open on EDGAR

  1. COMPENSATION 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 |

  2. INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

    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.

  3. INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

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

  4. INCENTIVE PROGRAM – PAY-FOR-PERFORMANCE HIGHLIGHTS

    | (2) Long-Term Incentive Plan (“LTI”). |

  5. FISCAL YEAR 2025 SHORT TERM INCENTIVE PLAN RESULTS

    FISCAL YEAR 2025 SHORT TERM INCENTIVE PLAN RESULTS

  6. 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 |

  7. FISCAL YEAR 2025 SHORT TERM INCENTIVE PLAN RESULTS

    | viii 2026 Proxy Statement | |

  8. LONG-TERM PERFORMANCE PLAN (“LTP”) RESULTS

    LONG-TERM PERFORMANCE PLAN (“LTP”) RESULTS

  9. Fiscal Year 2023 - Fiscal Year 2025 PSU Grants: TSR

    Fiscal Year 2023 - Fiscal Year 2025 PSU Grants: TSR

  10. Fiscal Year 2023 - Fiscal Year 2025 PSU Grants: TSR

    | TSR Relative to S&P 500 Total Return Index for FY23-FY25 | | | Pay-for-Performance Results | | 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 |

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

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

  12. 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 |

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

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

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

    | | 2026 Proxy Statement ix |

  15. DIRECTOR NOMINEES FOR ELECTION TO NEW THREE-YEAR TERMS THAT WILL EXPIRE IN 2029

    DIRECTOR NOMINEES FOR ELECTION TO NEW THREE-YEAR TERMS THAT WILL EXPIRE IN 2029

  16. Satish C. Dhanasekaran

    Satish C. Dhanasekaran

  17. Satish C. Dhanasekaran

    | | Age 53 | Committees: | Public Directorships | | | | | | | | Director since May 2022 | None | Zebra Technologies Corporation Former Public Directorships Held (Past 5 Years) | | | | | None |

  18. Background

    Background • President and Chief Executive Officer of Keysight since May 2022 • Other Keysight experience (2014-2022): • Senior Vice President and Chief Operating Officer (“COO”) from October 2020 to April 2022 • Senior Vice President and President of the Communications Solutions Group from July 2017 to September 2020 • Vice President and General Manager, Wireless Devices and Operators Business Unit from May 2016 through June 2017 • General Manager of the Mobile Broadband Operation from June 2015 through April 2016 • Led the marketing function for the Signal Analysis and Signal Sources Division from November 2014 through May 2015 • Master’s degree in Electrical Engineering from Florida State University • Executive education certification from The Wharton School of Business at the University of Pennsylvania

  19. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Broad leadership experience as a manager, General Manager, COO, and CEO offers deep insight into Keysight’s operations and business model

  20. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Environmental Matters Institutional Knowledge • Sales and Marketing

  21. Skills and Qualifications

    | | 2026 Proxy Statement 5 |

  22. Richard P. Hamada

    Richard P. Hamada

  23. Richard P. Hamada

    | | Age 68 | Committees: | Public Directorships | | | | | | | | Director since October 2014 | Compensation and Human Capital Nominating and Corporate Governance | Trinity Capital, Inc. Former Public Directorships Held (Past 5 Years) None |

  24. Background

    Background • Chief Executive Officer of Avnet, Inc. from July 2011 to July 2016; member of the Board of Directors from February 2011 to July 2016 • Other Avnet experience (1983-2011) • President from May 2010 to June 2011 • Chief Operating Officer from July 2006 through June 2011 • President of Technology Solutions Operating Group from July 2003 to June 2006 • President of Computer Marketing business unit from January 2002 to June 2003 • Served in many other capacities prior to 2022 • Bachelor of Science degree in Finance from San Diego State University

  25. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings extensive knowledge in sales, marketing and management resulting from broad background in technology and electronics industries

  26. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Institutional Knowledge

  27. Skills and Qualifications

    | 6 2026 Proxy Statement | |

  28. Kevin A. Stephens

    Kevin A. Stephens

  29. Kevin A. Stephens

    | | Age 64 | Committees: | Public Directorships | | | | | | | | Director since March 2022 | Audit and Finance (Chair) Nominating and Corporate Governance | Crown Castle Inc. Former Public Directorships Held (Past 5 Years) None |

  30. Background

    Background • Executive Vice President and President of the Business Services at Altice USA from December 2015 to January 2019 • Suddenlink Communications experience (2006-2015): • President of Commercial and Advertising Operations from December 2012 to November 2015 • Senior Vice President, Commercial and Advertising Operations from May 2006 to November 2012 • Previously served in senior leadership positions at both Fortune 500 and start-up firms, including Cox Communications, Choice One Communications, and Xerox Corporation • Bachelor of Business Administration degree from the University of Michigan • MBA degree from the University of Southern California

  31. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings extensive management experience and market insight in technology and internet services from numerous senior management positions

  32. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy

  33. Skills and Qualifications

    | | 2026 Proxy Statement 7 |

  34. CONTINUING DIRECTORS NOT BEING CONSIDERED FOR ELECTION AT THIS ANNUAL MEETING

    CONTINUING DIRECTORS NOT BEING CONSIDERED FOR ELECTION AT THIS ANNUAL MEETING The Keysight directors whose terms are not expiring this year are listed below. They will continue to serve as directors for the remainder of their terms or through such other date determined in accordance with Keysight’s Bylaws. Information regarding each of such directors, as of January 31, 2026, is provided below.

  35. DIRECTORS WHOSE TERMS WILL EXPIRE IN 2027

    DIRECTORS WHOSE TERMS WILL EXPIRE IN 2027

  36. Ronald S. Nersesian

    Ronald S. Nersesian

  37. Ronald S. Nersesian

    | | Age 66 | Committees: | Public Directorships | | | | | | | | Director since December 2013; Chair of the Board (since November 2019; Non-Executive Chair of the Board since May 2023) | | Trimble Inc. Former Public Directorships Held (Past 5 Years) None |

  38. Background

    Background • Non-Executive Chair of the Board since May 2023 • Other Keysight experience (2013-2023): • Executive Chair of the Board from May 2022 to April 2023 • Chair of the Board from November 2019 to April 2022 • President and Chief Executive Officer from December 2013 to April 2022 • Previously served in a variety of senior executive and senior management roles at Agilent Technologies, Inc. (“Agilent”), LeCroy and HP • Bachelor of Science degree in electrical engineering from Lehigh University • MBA from New York University, Stern School of Business

  39. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings strong business operational experience with technology companies • Brings management expertise developed over three decades

  40. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Environmental Matters Institutional Knowledge • Sales and Marketing

  41. Skills and Qualifications

    | 8 2026 Proxy Statement | |

  42. Charles J. Dockendorff

    Charles J. Dockendorff

  43. Charles J. Dockendorff

    | | Age 71 | Committees: | Public Directorships | | | | | | | | Director since October 2014 | Audit and Finance Nominating and Corporate Governance | Haemonetics Corporation Hologic, Inc Former Public Directorships Held (Past 5 Years) Boston Scientific Corporation |

  44. Background

    Background • Executive Vice President and Chief Financial Officer of Covidien plc from 2006 to March 2015 • Other Covidien (formerly known as Tyco Healthcare experience (1994-2006) • Vice President and Chief Financial Officer from 1995 to 2006, prior to its spinoff as Covidien • Vice President and Controller of The Kendall Company/Tyco Healthcare from 1994 to 1995 • Previously served as Chief Financial Officer, Vice President of Finance and Treasurer of Epsco, Inc. and Infrared Industries, Inc. • Bachelor’s degree in Business Administration and Accounting from the University of Massachusetts • Master of Science degree in Finance from Bentley College

  45. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings extensive knowledge in accounting, tax, treasury, financial planning, and audit

  46. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy

  47. Skills and Qualifications

    | | 2026 Proxy Statement 9 |

  48. Keith F. Jensen

    Keith F. Jensen

  49. Keith F. Jensen

    | | Age 67 | Committees: | Public Directorships | | | | | | | | Director since November 2025 | Audit and Finance Nominating and Corporate Governance | None Former Public Directorships Held (Past 5 Years) None |

  50. Background

    Background • Strategic Advisor to Fortinet, Inc. (“Fortinet”) since August 2025 • Other Fortinet experience (2014-2025): • Chief Financial Officer from 2018 to 2025 • Interim Chief Financial Officer from February 2018 to May 2018 • Chief Accounting Officer from 2014 to 2018 • Chief Administrative Officer and Chief Financial Officer of DataDirect Networks from 2012 to 2014 • Chief Accounting Officer and Chief Financial Officer of Sybase (acquired by SAP America in 2010) from 2006 to 2012 • Chief Financial Officer of Dorado Network Systems from October 1999 to January 2006 • Bachelor of Science degree from California State University, Sacramento

  51. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings significant public company financial controllership experience • Brings management expertise developed over three decades

  52. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions

  53. Skills and Qualifications

    | 10 2026 Proxy Statement | |

  54. DIRECTORS WHOSE TERMS WILL EXPIRE IN 2028

    DIRECTORS WHOSE TERMS WILL EXPIRE IN 2028

  55. James G. Cullen

    James G. Cullen

  56. James G. Cullen

    | | Age 83 | Committees: | Public Directorships | | | | | | | | Director since October 2014 | Compensation and Human Capital Nominating and Corporate Governance | Avinger, Inc Former Public Directorships Held (Past 5 Years) None |

  57. Background

    Background • President and Chief Operating Officer of Bell Atlantic Corporation (now known as Verizon) from 1997 to June 2000 • Other Bell Atlantic experience (1993-2000): • Member of the office of Chair from 1993 to June 2000 • President and Chief Executive Officer of the Telecom • Group from 1995 to 1997 • Previously served in management positions with New Jersey Bell and AT&T • Bachelor of Arts degree in Economics from Rutgers University • Master of Science degree in Management Science from the Massachusetts Institute of Technology

  58. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings extensive leadership and operational experience from senior roles at Bell Atlantic and its predecessors • Brings significant public company director experience and perspective on public management and governance • Brings strong understanding of Keysight’s business having served on the board of Agilent for over 10 years, including more than five years as its non-executive Chair

  59. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy • Institutional Knowledge

  60. Skills and Qualifications

    | | 2026 Proxy Statement 11 |

  61. Michelle J. Holthaus

    Michelle J. Holthaus

  62. Michelle J. Holthaus

    | | Age 52 | Committees: | Public Directorships | | | | | | | | Director since May 2021 | Compensation and Human Capital Nominating and Corporate Governance | None Former Public Directorships Held (Past 5 Years) None |

  63. Background

    Background • Chief Executive Officer of Intel Products from December 2024 to September 2025 and currently serves in a non-executive role • Other Intel experience (1996-2025): • Interim co-Chief Executive Officer of Intel Corporation and Chief Executive Officer of Intel Products from December 2024 to March 2025 • Executive Vice President and General Manager of the Client Computing Group from January 2022 to December 2024 • Executive Vice President, Chief Sales Officer and General Manager, Sales, Marketing and Communications Group from September 2019 to January 2022 • Senior Vice President Sales and Marketing and Acting Chief Marketing Officer from September 2017 to September 2019 • Division Vice President and General Manager of sales and marketing from February 2016 to August 2017 • Previously served in a variety of other roles at Intel in products and marketing • Bachelor of Arts degree in Finance and Financial Management Services from Linfield College

  64. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings strong combination of sales and marketing experience, deep customer insight and financial acumen

  65. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership

  66. Skills and Qualifications

    | 12 2026 Proxy Statement | |

  67. Jean M. Nye

    Jean M. Nye

  68. Jean M. Nye

    | | Age 73 | Committees: | Public Directorships | | | | | | | | Director since October 2014 | Compensation and Human Capital, Executive Nominating and Corporate Governance (Chair) | None Former Public Directorships Held ( Past 5 Years) None |

  69. Background

    Background • Senior Vice President of Human Resources for Agilent from August 1999 to October 2014 • Director of Education for Hewlett Packard from 1997 to 1999 • Previously served in various positions in Manufacturing, Quality and Strategic Planning as well as Human Resources at Hewlett Packard from 1980 to 1997 • Bachelor of Arts degree from Princeton University • MBA degree from Harvard University

  70. Notable Expertise Provided to the Board

    Notable Expertise Provided to the Board • Brings expertise in Senior Executive succession planning • Brings in-depth knowledge of Keysight and its businesses policies and practices

  71. Skills and Qualifications

    Skills and Qualifications • Technology • Global Business • Leadership • Strategic Transactions • Financial Literacy

  72. Skills and Qualifications

    | | 2026 Proxy Statement 13 |

  73. Joanne B. Olsen

    Joanne B. Olsen

  74. Joanne B. Olsen

    | | Age 67 | Committees: | Public Directorships | | | | | | | | Director since May 2019 | Compensation and Human Capital (Chair) Nominating and Corporate Governance | Ciena Corporation Teradata Corporation Former Public Directorships Held (Past 5 Years) None |

  75. DIRECTOR NOMINATION AND APPOINTMENT PROCESS

    | • | The ability to represent the long-term interests of Keysight and its stakeholders. |

  76. DELINQUENT SECTION 16(A) REPORTS

    | DIRECTOR COMPENSATION HIGHLIGHTS |

  77. DIRECTOR COMPENSATION HIGHLIGHTS

    DIRECTOR COMPENSATION HIGHLIGHTS

  78. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Fees for committee service to differentiate individual pay based on workload. |

  79. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Emphasis on equity in the overall compensation mix. |

  80. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Full-value equity grants under a fixed-value annual grant policy with immediate vesting. |

  81. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment. |

  82. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | Deferral options to facilitate stock ownership. |

  83. DIRECTOR COMPENSATION HIGHLIGHTS

    | • | An annual limit on total director compensation. |

  84. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Keysight’s director compensation program is designed to attract and retain highly qualified non-employee directors and to compensate for the time, effort, expertise, and accountability required of active board membership. Our Compensation and Human Capital Committee believes that annual compensation for non-employee directors should consist of both cash to compensate members for their services on the Board of Directors and its committees, and equity to align the interest of directors and stockholders. The non-employee director’s compensation plan year begins on March 1st and ends on the last day of February of the following calendar year (the “Plan Year”). Decisions regarding our non-employee director compensation program are approved by the full Board based on recommendations by the Compensation and Human Capital Committee. In making such recommendations, the Compensation and Human Capital Committee takes into consideration the performance of the company, director compensation practices of peer companies and whether such recommendations align with the interests of our stockholders. The Compensation and Human Capital Committee reviews the total compensation and each element of our non-employee director compensation program annually. At the direction of the Compensation and Human Capital Committee, the Compensation and Human Capital Committee’s independent consultant annually analyzes the competitive position of Keysight’s non-employee director compensation program against the peer group used for executive compensation purposes (see “Keysight’s Peer Group” below for more information about the peer group). In September 2025, Meridian reviewed the competitive position of the compensation for Keysight’s non-employee directors relative to its peers, company performance, and the program adjustments made in the prior year. Meridian found that the compensation of our non-employee directors was generally aligned to our peer group and the performance of the company and recommended no increase to non-employee director compensation for the Plan year beginning on March 1, 2026.

  85. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | | 2026 Proxy Statement 41 |

  86. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    The compensation to our non-employee directors for Fiscal Year 2025 is set forth below:

  87. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | | Cash Retainer(1) | Committee Chair Retainer(1) | Equity Grant(2) | Lead Independent Director Premium(3) | Committee Chair Premium(4) | Audit and Finance Committee Member Premium(5) | | Non-Employee Director | $100,000 | $255,000 | $250,000 in value | $50,000 | $15,000 - $30,000 | $15,000 |

  88. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (1) Each non-employee director or Committee Chair may elect to defer all or part of their cash compensation to the Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan for Non-Employee Directors”). Any deferred cash compensation is converted into shares of Keysight common stock. In the event that a director does not serve for the entire year, the cash retainer will be pro-rated. |

  89. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (2) The stock will be granted on the later of (i) March 1 or (ii) the first trading day after each Annual Meeting. The number of shares underlying the stock grant is determined by dividing $250,000 by the average fair market value of Keysight’s common stock over 20 consecutive trading days up to and including the day prior to the grant date. The stock is fully vested upon grant. Each non-employee director may elect to defer all or part of the equity grant to the Deferred Compensation Plan for Non-Employee Directors. |

  90. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (3) The Lead Independent Director receives an additional $50,000 in cash, paid at the beginning of each Plan Year. |

  91. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (4) Non-employee directors (including the Lead Independent Director) who served as the Chair of a Board committee received a committee Chair premium in cash, paid at the beginning of each Plan Year. The Audit and Finance Committee Chair received $30,000, the Compensation and Human Capital Committee Chair received $20,000, and the Nominating Committee Chair received $15,000. |

  92. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (5) Non-employee directors who serve as members of the Audit and Finance Committee (including the Chair) receive an additional $15,000 in cash, paid at the beginning of each Plan Year. |

  93. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025

    NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025 The table below sets forth information regarding the regular compensation earned by each of our non-employee directors during Fiscal Year 2025:

  94. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025

    | Name | Fees Paid or Earned in Cash ($) | Stock Awards(1) ($) | Total ($) | | James G. Cullen | 110,000 | 245,596 | 355,596 | | Charles J. Dockendorff | 145,000 | 245,596 | 390,596 | | Richard P. Hamada | 110,000 | 245,596 | 355,596 | | Michelle J. Holthaus | 110,000 | 245,596 | 355,596 | | Keith F. Jensen(2) | — | — | — | | Paul A. Lacouture | 115,000 | 245,596 | 360,596 | | Ronald S. Nersesian | 255,000 | 245,596 | 500,596 | | Jean M. Nye | 175,000 | 245,596 | 420,596 | | Joanne B. Olsen(3) | 130,000 | 245,596 | 375,596 | | Robert A. Rango(4) | 52,500 | 245,596 | 298,096 | | Kevin A. Stephens | 115,000 | 245,596 | 360,596 |

  95. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025

    | (1) Reflects the grant date fair value for stock awards granted in the Fiscal Year 2025 calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718. For information on the valuation assumptions used in our computations, see Note 4 to our consolidated financial statements in our Annual Report. |

  96. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025

    | (2) Keith F. Jensen was appointed to the Board after the completion of Fiscal Year 2025 and did not receive any compensation for Fiscal Year 2025. |

  97. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025

    | (3) Joanne B. Olsen deferred her FY25 stock award into the Deferred Compensation Plan for non-employee directors. |

  98. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025

    | (4) Robert A. Rango deferred his FY25 stock award into the Deferred Compensation Plan for non-employee directors. He retired from the Board on May 15, 2025. |

  99. NON-EMPLOYEE DIRECTOR COMPENSATION EARNED DURING FISCAL YEAR 2025

    | 42 2026 Proxy Statement | |

  100. NON-EMPLOYEE DIRECTOR COMPENSATION LIMIT

    NON-EMPLOYEE DIRECTOR COMPENSATION LIMIT Our stockholders previously approved a limit on the total value of cash and equity compensation that may be paid or granted to a non-employee director during each Fiscal Year. Currently, the maximum amount of total compensation payable to a non-employee director for services in a Fiscal Year may not exceed $750,000, calculated as the sum of (a) the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of all awards payable in shares and the maximum amount payable pursuant to cash-based awards that may be granted under the 2014 Equity Plan, plus (b) cash compensation in the form of Board and committee retainers and meeting or similar fees. Compensation counts towards this limit for the Fiscal Year in which it is granted or earned by a non-employee director, and not later when distributed, in the event it is deferred.

  101. LONG-TERM TSR PERFORMANCE

    LONG-TERM TSR PERFORMANCE

  102. LONG-TERM TSR PERFORMANCE

    | (1) Measured using the closing stock price on October 31, 2025, as compared to the closing stock price on October 31, 2020, and October 29, 2022, for the 5-year and 3-year TSR, respectively. |

  103. LONG-TERM TSR PERFORMANCE

    | | 2026 Proxy Statement 45 |

  104. Fiscal Year 2023 - Fiscal Year 2025 Long Term Performance Plan PSU Grants: TSR

    Fiscal Year 2023 - Fiscal Year 2025 Long Term Performance Plan PSU Grants: TSR

  105. Fiscal Year 2023 - Fiscal Year 2025 Long Term Performance Plan PSU Grants: TSR

    | TSR Relative to S&P 500 Total Return Index for FY23-FY25 | | | Pay-for-Performance Results | | 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 |

  106. Fiscal Year 2023 - Fiscal Year 2025 Long Term Performance Plan PSU Grants: Non-GAAP OM

    Fiscal Year 2023 - Fiscal Year 2025 Long Term Performance Plan PSU Grants: Non-GAAP OM

  107. Fiscal Year 2023 - Fiscal Year 2025 Long Term Performance Plan PSU Grants: 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 |

  108. Fiscal Year 2023 - Fiscal Year 2025 Long Term Performance Plan PSU Grants: Non-GAAP OM

    | 46 2026 Proxy Statement | |

  109. COMPENSATION POLICIES AND PRACTICES

    | What We Do | What We Don’t Do | | • Independent Compensation Committee. Compensation and Human Capital Committee of the Board of Directors (“Compensation and Human Capital Committee”) is comprised 100% of independent directors • Independent Compensation Consultant. The Compensation and Human Capital Committee retains an independent compensation consultant • Mix of Short- and Long-Term Incentives. Balance short- and long-term incentives, cash and equity, and fixed and variable pay elements to executive officers to discourage short-term risk taking at the expense of long-term results • Performance-Based Equity. Awards comprise approximately 60% of the overall equity allocation to executive officers • Pay for Performance. Approximately 87% of our NEOs’ pay is performance-based and at risk • Meaningful Performance Goals. Set meaningful goals for performance-based short and long-term compensation • Maximum Payout Limits. Annual cash incentives and performance-based restricted stock units (“PSUs”) each have a maximum payout limit • Robust Clawback Policies. Maintain multiple clawback policies that apply to cash incentives and equity awards • Annual Risk Assessments. Annually assess and mitigate compensation risk • Annual Advisory “Say-on-Pay” Vote. Solicit an annual advisory vote on executive compensation • Stock Ownership Guidelines. Maintain robust stock ownership guidelines | • No Multi-Year Guarantees. No employment agreements providing for multi-year guarantees of salary increases, non- performance-based bonuses or equity compensation • No Dividends on Unvested Awards. No dividends or dividend equivalents on unearned awards • No Hedging or Pledging. No executive officers engaging in hedging transactions or pledging our securities as collateral for loans • No Excessive Change in Control Awards. No single trigger change of control acceleration of vesting for equity 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. No repricing or repurchasing of underwater stock options or stock appreciation rights without stockholder approval |

  110. ELEMENTS OF FISCAL YEAR 2025 COMPENSATION

    | Element | Purpose | | How this Relates to our Philosophy | | | Base Salary | • | Attract and Retain Executives | • | Provide fixed compensation to attract and retain key executives | | STI | • | Pay-for-Performance | • | Establish appropriate short-term performance metrics to drive our future growth and profitability | | | • | Reward Achievement | • | Reward achievement of short-term performance metrics | | | • | Align Interests with Stockholders | • | Bonus payout tied to Company performance consistent with FY25 financial plan | | | • | Attract and Retain Executives | • | Offer market competitive incentive opportunities | | RSUs | • | Attract and Retain Executives | • | Promotes retention of our executives throughout long- term service vesting period | | | • | Align Interests with Stockholders | • | Align the interests of executives with those of stockholders by issuing equity awards, the value of which is correlated to our stock price | | PSUs | • | Pay-for-Performance | • | Establish appropriate performance metrics to drive our future growth and profitability | | | • | Reward Achievement | • | Provide meaningful and appropriate incentives for achieving annual and performance period financial goals that are important to the company’s short- and long-term success | | | • | Align Interests with Stockholders | • | Tie payout of awards to relative TSR performance and profitability | | | • | Attract and Retain Executives | • | Service required through the applicable three-year performance period, unless retirement eligible, to encourage retention of our executives | | Other Employee Benefits (Termination Agreements) | • | Attract and Retain Executives | • | Intended to ease an NEO’s transition due to an unexpected employment termination and to retain and encourage our NEOs to remain focused on our business and the interests of our stockholders if considering strategic alternatives | | | • | Align Interests with Stockholders | • | Mitigate any potential employer liability and avoid future disputes or litigation | | Retirement Benefits | • | Attract and Retain Executives | • | Retain and encourage our employees, including executives, to remain focused on our business for the long term |

  111. FISCAL YEAR 2025 VALUE CREATION AWARDS

    | • | If the Year One Realized Annualized Cost Synergies Goal is not achieved, the maximum payout will be capped at 50% of target. |

  112. FISCAL YEAR 2025 VALUE CREATION AWARDS

    | • | This 50% payout opportunity may only be earned if both the Realized Annualized Cost Synergies Goal and Revenue Growth Goal are achieved in Year Two. |

  113. FISCAL YEAR 2025 VALUE CREATION AWARDS

    | Name | PSU Value Creation Grant Awards (#) | Total Target Value of Value Creation Awards ($) | | Neil P. Dougherty | 5,965 | $1,000,000 | | Kailash Narayanan | 8,948 | $1,500,000 |

  114. TOTAL TARGET COMPENSATION MIX

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

  115. TOTAL TARGET COMPENSATION MIX

    | (2) Long-Term Incentive Plan (“LTI”). |

  116. TOTAL TARGET COMPENSATION MIX

    | Pay Element | Performance Metric | At Risk | | Base Salary | — | — | | STI 85%-150% of Base Salary | Non-GAAP EPS | Earned based on earnings compared to targets directly tied to the approved financial plan | | | Keysight Non-GAAP Revenue Plan | Earned based on revenue achievement | | | Keysight Non-GAAP CSG Revenue Plan(1) | Earned based on CSG Revenue achievement | | | Non-GAAP ESI Revenue Plan(2) | Earned based on ESI business revenue achievement | | | Non-GAAP KGSO Revenue Plan(3) | Earned based on KGSO business revenue achievement | | | Non-GAAP KGSO Order Plan(3) | Earned based on reported KGSO orders achievement | | | Keysight WWQ(1) | Earned based on global quota achievement | | LTI: PSUs 60% of target LTI value | 3-Year Relative TSR | Earned based on share price performance relative to the S&P 500 Index over a three-year period | | | 3-Year Average Non- GAAP OM | Earned based on annual profit generation over a three-year period | | LTI: RSUs 40% of target LTI value | — | Value directly aligns with value delivered to stockholders |

  117. SHORT-TERM INCENTIVES

    SHORT-TERM INCENTIVES The Company’s Performance-Based Compensation Plan for Covered Employees (the “STI Plan”) for our NEOs and others in executive and senior manager roles provides semi-annual cash awards contingent upon the achievement of semi-annual financial objectives established by the Compensation and Human Capital Committee shortly after the beginning of each performance period. The payout ranges from 0% to 200%. Financial objectives are based on the financial plan approved by the Board for that period. Semi-annual financial objectives are chosen instead of annual objectives to account for the cyclical nature and volatility of our markets. The Compensation and Human Capital Committee reviews and approves the short-term incentive plan threshold, target and maximum payouts tied to each objective, benchmarking our internal historical achievement against external market data to ensure alignment with market compensation practices. The short-term cash incentives are tied to financial objectives with each objective weighted depending on the executive’s role and responsibilities. After each performance period, the Compensation and Human Capital Committee certifies our actual performance against the objectives and to the extent earned, the cash incentive awards are paid. Performance measures and target performance goals cannot be changed after they are established by the Compensation and Human Capital Committee, but the Compensation and Human Capital Committee may exercise negative discretion to determine the final award payout.

  118. SHORT-TERM INCENTIVES

    | | 2026 Proxy Statement 53 |

  119. Short-Term Cash Incentive Design and Measures

    Short-Term Cash Incentive Design and Measures For Fiscal Year 2025, our STI Plan was designed with a core focus to drive optimal performance on key short-term objectives. The following STI Plan design applied for all NEOs.

  120. Short-Term Cash Incentive Design and Measures

    | 54 2026 Proxy Statement | |

  121. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    Fiscal Year 2025 STI Plan Objectives, Achievement and Payout The following tables describe the threshold, target, and maximum financial measures for the financial objectives of Non-GAAP EPS, Non-GAAP Revenue, Non-GAAP CSG Revenue, Non-GAAP ESI Revenue, Non-GAAP KGSO Revenue, KGSO Orders, and WWQ as well as reporting the achievement percentages, actual results and payout percentage in Fiscal Year 2025. Payouts for each performance period in Fiscal Year 2025 could have ranged from 0% to 200%.

  122. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Non-GAAP EPS(1) (All NEOs) | | | | | | | | | | | | | H1 FY25 | | | | | | H2 FY25 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $1.69 | $3.39 | $5.08 | $3.52 | 104.0% | 108.0% | $1.77 | $3.55 | $5.32 | $3.82 | 107.9% | 116.0% |

  123. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Keysight Non-GAAP Revenue Plan (in millions)(2) (Messrs. Dhanasekaran, Dougherty, and Ms. Estrada) | | | | | | | | | | | | | H1 FY25 | | | | | | H2 FY25 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $2,311 | $2,568 | $2,825 | $2,604 | 101.4% | 110.0% | $2,400 | $2,667 | $2,934 | $2,742 | 102.8% | 130.0% |

  124. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Keysight CSG Revenue Plan (in millions) (Mr. Narayanan) | | | | | | | | | | | | | H1 FY25 | | | | | | H2 FY25 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $1,575 | $1,750 | $1,925 | $1,796 | 102.6% | 130.0% | $1,650 | $1,833 | $2,017 | $1,905 | 103.9% | 140.0% |

  125. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Keysight ESI Revenue Plan (in millions) (Mr. Gooi) | | | | | | | | | | | | | H1 FY25 | | | | | | H2 FY25 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $89 | $99 | $109 | $87 | 88.2% | 0.0% | $51 | $56 | $62 | $46 | 82.1% | 0.0% |

  126. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Keysight KGSO Revenue Plan (in millions) (Mr. Page) | | | | | | | | | | | | | H1 FY25 | | | | | | H2 FY25 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $408 | $453 | $498 | $458 | 101.2% | 110.0% | $431 | $479 | $527 | $498 | 103.9% | 140.0% |

  127. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Keysight KGSO Order Plan (in millions) (Mr. Page) | | | | | | | | | | | | | H1 FY25 | | | | | | H2 FY25 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $407 | $452 | $497 | $444 | 98.2% | 98.0% | $440 | $489 | $537 | $513 | 105.0% | 150.0% |

  128. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | | 2026 Proxy Statement 55 |

  129. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Keysight WWQ (in millions) (Mr. Narayanan) | | | | | | | | | | | | | H1 FY25 | | | | | | H2 FY25 | | | | | | | Threshold | Target | Max | Results | Attainment | Payout | Threshold | Target | Max | Results | Attainment | Payout | | $2,349 | $2,610 | $2,871 | $2,579 | 98.8% | 99.0% | $2,497 | $2,775 | $3,052 | $2,851 | 102.7% | 130.0% |

  130. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | (1) Half-yearly non-GAAP EPS is the sum of reported quarters. Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information. The impact of incremental EPS from acquisitions for the periods reported is not material. |

  131. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | (2) Reconciliations to comparable GAAP metrics are available at investor.keysight.com under quarterly reports in financial information. The impact of incremental revenue from acquisitions for the periods reported is not material. |

  132. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    The following table sets forth the mix and weight of the financial objectives used to calculate the STI for our NEOs.

  133. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Weight Allocation of Performance Objectives | | | | | | | | | Name | Non-GAAP EPS | Non-GAAP Revenue Plan | Non-GAAP CSG Revenue Plan | Non-GAAP ESI Revenue Plan | Non-GAAP KGSO Revenue Plan | KGSO Order | WWQ | | Satish C. Dhanasekaran | 75.0% | 25.0% | N/A | N/A | N/A | N/A | N/A | | Neil P. Dougherty | 75.0% | 25.0% | N/A | N/A | N/A | N/A | N/A | | Ingrid A. Estrada | 75.0% | 25.0% | N/A | N/A | N/A | N/A | N/A | | Soon Chai Gooi | 50.0% | N/A | N/A | 50.0% | N/A | N/A | N/A | | Kailash Narayanan | 50.0% | N/A | 25.0% | N/A | N/A | N/A | 25.0% | | John Page | 50.0% | N/A | N/A | N/A | 25.0% | 25.0% | N/A |

  134. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    The Compensation and Human Capital Committee set the Fiscal Year 2025 target STI award opportunities as a percentage of base salary for each NEO. Each NEO’s target STI for Fiscal Year 2025 was set between 85% and 150% of base salary, as follows:

  135. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | Fiscal Year 2025 Target STI Award Opportunities (Expressed as a Percentage of Base Salary) | | | | | Name | H1 Financial Target Award | H2 Financial Target Award | Total Target STI | | Satish C. Dhanasekaran | 75.00% | 75.00% | 150.00% | | Neil P. Dougherty | 50.00% | 50.00% | 100.00% | | Ingrid A. Estrada | 45.00% | 45.00% | 90.00% | | Soon Chai Gooi | 50.00% | 50.00% | 100.00% | | Kailash Narayanan | 42.50% | 42.50% | 85.00% | | John Page | 42.50% | 42.50% | 85.00% |

  136. Fiscal Year 2025 STI Plan Objectives, Achievement and Payout

    | 56 2026 Proxy Statement | |

  137. Fiscal Year 2025 STI Payout Table

    Fiscal Year 2025 STI Payout Table The payouts under the STI Plan for Fiscal Year 2025 are provided in the table below and in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table”.

  138. Fiscal Year 2025 STI Payout Table

    | | H1 Financial | | | H2 Financial | | | Total Actual FY25 STI Payouts | | | | Target Incentive(1) | Actual Payout | Actual Payout | Target Incentive | Actual Payout | Actual Payout | | | | Name | ($) | ($) | (%) | ($) | ($) | (%) | ($) | (%) | | Satish C. Dhanasekaran | 678,878 | 736,583 | 108.50 | 702,000 | 838,890 | 119.50 | 1,575,473 | 114.09 | | Neil P. Dougherty | 335,428 | 363,940 | 108.50 | 337,500 | 403,313 | 119.50 | 767,253 | 114.02 | | Ingrid A. Estrada | 268,359 | 291,170 | 108.50 | 270,000 | 322,650 | 119.50 | 613,820 | 114.02 | | Soon Chai Gooi(2) | 245,186 | 132,400 | 54.00 | 257,080 | 149,107 | 58.00 | 281,507 | 56.05 | | Kailash Narayanan | 244,744 | 272,278 | 111.25 | 255,000 | 320,025 | 125.50 | 592,303 | 118.52 | | John Page | 206,220 | 218,593 | 106.00 | 208,250 | 271,766 | 130.50 | 490,359 | 118.31 |

  139. Fiscal Year 2025 STI Payout Table

    | (1) Target incentives were pro-rated for the period taking into consideration salary changes. In Fiscal Year 2025, target incentives were pro-rated as NEOs did receive a base salary increase. |

  140. Fiscal Year 2025 STI Payout Table

    | (2) Mr. Gooi is paid in Malaysian Ringgit. His target incentive and payout for the first half of Fiscal Year 2025 was converted from U.S. dollars based on the currency exchange rate as of April 30, 2025. His target incentive and payout for the second half of Fiscal Year 2025 was converted from U.S. dollars based on the currency exchange rate as of October 31, 2025. |

  141. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES

  142. LTI Award Mix for Fiscal Year 2025

    LTI Award Mix for Fiscal Year 2025 We use the following vehicles to maintain an LTI Program that is balanced, performance-focused, and supportive of program objectives:

  143. LTI Award Mix for Fiscal Year 2025

    | • | PSUs granted under our LTI Program support the objectives of linking realized value to the achievement of critical performance objectives and stockholder alignment. Earning PSUs under our LTI Program is based on achievement over a three-year period of returns to stockholders as measured by Keysight’s TSR relative to our peers and Non-GAAP OM as measured against our annual plan target. |

  144. LTI Award Mix for Fiscal Year 2025

    | • | RSUs are used to keep our executive officers focused on the absolute performance of Keysight’s stock price over time. We believe RSUs encourage behavior and initiatives that support sustained long-term stock price growth and have retentive value. |

  145. LTI Award Mix for Fiscal Year 2025

    The mix of LTI awards for our NEOs by value, 60% of which is delivered in performance-based equity and 40% delivered in time-vested shares, places a greater emphasis on at-risk compensation and therefore aligns compensation with long-term stockholder value.

  146. LTI Award Mix for Fiscal Year 2025

    | | 2026 Proxy Statement 57 |

  147. PSU Performance Measures for Grants Made in Fiscal Year 2025

    PSU Performance Measures for Grants Made in Fiscal Year 2025 The Compensation and Human Capital Committee has established rolling three-year performance periods for LTP Plan PSU awards under our LTI Program. For grants made in Fiscal Year 2025, for the performance period beginning November 1, 2024 and ending October 31, 2027, the Compensation and Human Capital Committee selected relative TSR and Non-GAAP OM as the performance measures. Keysight considers relative TSR and Non-GAAP OM to be equally important for long-term performance, balancing internal operational goals with market performance. The target grant of PSUs subject to each performance measure was equal to approximately 50% of the grant date fair value of each NEO’s total PSU grant.

  148. PSU Performance Measures for Grants Made in Fiscal Year 2025

    | • | TSR. TSR reflects the aggregate change in the 90-day average closing price of our stock relative to each of the companies in our S&P 500 peer group. The beginning average is the 90-day period prior to the performance period and the ending average will be the final 90-day period of the performance period. The peer group was selected at the beginning of the performance period to be the S&P 500 Index component companies. Each company in this index must have three full years of stock price data to be used in the final relative TSR calculation. The Compensation and Human Capital Committee did not establish an absolute TSR target as it believed that performance would be best measured against our selected peer group. |

  149. PSU Performance Measures for Grants Made in Fiscal Year 2025

    | • | Non-GAAP OM. Non-GAAP OM is an internal financial metric that complements the external market-conditioned metric, TSR. Having an internal financial objective linked directly to our LTI program creates more accountability and line of sight to our financial plan, which focuses on our internal growth and profitability metrics. The performance measure for OM is set at the beginning of each Fiscal Year and achievement is calculated following the completion of the applicable Fiscal Year. Following completion of the three-year performance period, the OM achievement percentage for each Fiscal Year is averaged and used to determine the total number of PSUs that are earned, if any. |

  150. PSU Performance Measures for Grants Made in Fiscal Year 2025

    | Non-GAAP OM excludes, primarily the impacts of amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and related costs, non-recurring items such as goodwill impairment, legal settlement, gain/loss on divestitures and others. Because the OM target is set at the beginning of each Fiscal Year, income and expenses related to an acquisition are excluded for the Fiscal Year in which the acquisition occurs but are included in both target and actual results in subsequent years. |

  151. PSUs Granted in Fiscal Year 2025

    PSUs Granted in Fiscal Year 2025 The PSUs are wholly “at risk” compensation as our performance must be at or above the threshold of the TSR and OM targets, as applicable, for the award recipients to earn any shares of our common stock subject to performance metrics.

  152. PSUs Granted in Fiscal Year 2025

    | • | PSUs Based on TSR. For Fiscal Year 2025, the Compensation and Human Capital Committee changed the methodology for measuring TSR from the S&P 500 Total Return Index Outperformance metric used in prior fiscal years to a new methodology: Total Shareholder Return Percentile Ranking method. We believe that using a percentile ranking methodology for TSR further enhances the TSR component of the PSUs by providing greater clarity and objectivity in the assessment of performance relative to S&P 500 component companies, ensuring greater alignment with shareholder interests and reinforcing accountability in value creation. The TSR PSUs granted in Fiscal Year 2025 will be measured and paid out based on TSR for the Fiscal Year 2025 through Fiscal Year 2027 performance period. The payout matrix determined by the Compensation and Human Capital Committee for TSR was: |

  153. PSUs Granted in Fiscal Year 2025

    | | | Payout as a % of Target | | Threshold: | 25th Percentile Rank | 25% | | Target: | 50th Percentile Rank | 100% | | Maximum: | 75th Percentile Rank | 200% |

  154. PSUs Granted in Fiscal Year 2025

    | 58 2026 Proxy Statement | |

  155. PSUs Granted in Fiscal Year 2025

    The PSUs will be settled linearly for each level of performance as illustrated below.

  156. Potential Payout Leverage (TSR)

    Potential Payout Leverage (TSR)

  157. Potential Payout Leverage (TSR)

    | • | PSUs Based on OM. The OM PSUs will be measured and paid out based on OM as compared to plan for the Fiscal Years 2025, 2026, and 2027. The payout matrix determined by the Compensation and Human Capital Committee for OM is below. The Compensation and Human Capital Committee intended the goal for the OM PRSUs for Fisal Year 2025 to be challenging to achieve, generally presenting a similar or higher degree of difficulty of achievement in comparison to the revenue goals used under the STI Plan in recent prior years and reflecting the Compensation and Human Capital Committee’s continued application of rigor in its goal setting. The goals for the OM PRSUs for Fiscal Year 2025 will not be disclosed until after the completion of the three-year performance period as they represent competitively sensitive information. At the end of the performance period and in connection with the settlement of the shares, the Compensation and Human Capital Committee will certify results and the following formula will be used to determine the shares awarded to each NEO. |

  158. Potential Payout Leverage (TSR)

    | | | Payout as a % of Target | | Threshold: | 5 points below annual Non-GAAP OM plan | 50% | | Target: | Achievement of annual Non-GAAP OM plan | 100% | | Maximum: | 5 points above annual Non-GAAP OM plan | 200% |

  159. Potential Payout Leverage (TSR)

    | | 2026 Proxy Statement 59 |

  160. Potential Payout Leverage (TSR)

    The table below sets forth the threshold, target and maximum Non-GAAP OM goals for Fiscal Year 2025 and the actual results for Fiscal Year 2025.

  161. Potential Payout Leverage (TSR)

    | Fiscal Year 2025 Non-GAAP OM Goals | | | | | | Fiscal Year | Threshold | Target | Max | Payout | | 2025 | 20.9% | 25.9% | 30.9% | 102.0% |

  162. Potential Payout Leverage (TSR)

    The OM PSUs will be settled linearly for each level of performance as illustrated below:

  163. PSU Payout Schedule (OM)

    PSU Payout Schedule (OM)

  164. Restricted Stock Units Granted in Fiscal Year 2025

    Restricted Stock Units Granted in Fiscal Year 2025 The Compensation & Human Capital Committee grants RSU awards for retention purposes as they provide payout opportunity to the NEOs only if they remain employed through the applicable vesting dates or are retirement eligible. The payout opportunity is directly linked with stockholder value and executive efforts over a multi-year time frame. Subject to continued service to the Company through the applicable vesting date or retirement eligibility, RSUs vest in four equal installments beginning on the first anniversary of the grant date.

  165. LTI Granted in Fiscal Year 2025

    LTI Granted in Fiscal Year 2025 The target value of the LTI awards granted in Fiscal Year 2025 to each of our NEOs was determined by the Compensation and Human Capital Committee after considering Factors for Determining Compensation. Fiscal Year 2025 Grant values were calculated as follows:

  166. LTI Granted in Fiscal Year 2025

    | • | For FY 2025, the Compensation and Human Capital Committee changed the methodology for award value determination for PSUs based on TSR. In prior years, we divided 30% of the total target LTI dollar award amount by the product of the 90-day trailing average closing price of our common stock prior to the date of grant and multiplied it by a Monte Carlo valuation (the “TSR PSUs”). Effective in Fiscal Year 2025, we eliminated the Monte Carlo multiplier. |

  167. LTI Granted in Fiscal Year 2025

    | 60 2026 Proxy Statement | |

  168. LTI Granted in Fiscal Year 2025

    | • | To determine the number of PSUs with an OM metric, we divided 30% of the total target LTI dollar award amount by the 90-day trailing average stock price of our common stock prior to the date of grant (the “OM PSUs”). |

  169. LTI Granted in Fiscal Year 2025

    | • | To determine the number of RSUs, we divided the remaining 40% of the total target LTI dollar award amount by the 90-day trailing average stock price of our common stock prior to the date of grant. |

  170. LTI Granted in Fiscal Year 2025

    The following table shows the LTI awards granted to our NEOs in Fiscal Year 2025:

  171. LTI Granted in Fiscal Year 2025

    | Name | Performance Stock Units (TSR) (#) | Performance Stock Units (OM) (#) | Restricted Stock Units (#) | Total Target Value of Long-Term Incentive Awards ($) | | Satish C. Dhanasekaran | 24,504 | 24,504 | 32,672 | 12,160,000 | | Neil P. Dougherty | 10,075 | 10,075 | 13,434 | 5,000,000 | | Ingrid A. Estrada | 6,236 | 6,236 | 8,315 | 3,095,000 | | Soon Chai Gooi | 9,471 | 9,471 | 12,628 | 4,700,000 | | Kailash Narayanan | 5,844 | 5,844 | 7,792 | 2,900,000 | | John Page | 3,022 | 3,022 | 4,030 | 1,500,000 |

  172. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout In November 2022, the Compensation and Human Capital Committee granted our NEOs LTP awards in the form of PSUs that would be earned, if at all, based on Keysight’s relative TSR and OM for the Fiscal Year 2023 – Fiscal Year 2025 performance period that began on November 1, 2022 and concluded on October 31, 2025.

  173. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | • | PSUs Payout Based on TSR. Approximately 50% of the grant date value of the PSUs were based on Keysight’s TSR performance relative to companies in the S&P 500 Total Return Index. TSR relative performance is measured as the difference in percentage points between Keysight’s TSR and the S&P 500 Total Return Index. The payout matrix for TSR was: |

  174. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | | | Payout as a % of Target | | Threshold: | 40 percentage points below S&P 500 Total Return Index | 25% | | Target: | Equals S&P 500 Total Return Index | 100% | | Maximum: | 40 percentage points above S&P 500 Total Return Index | 200% |

  175. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    On November 19, 2025, the Compensation and Human Capital Committee certified that Keysight’s TSR was 74.55 percentage points below the S&P 500 Total Return Index, which resulted in a 0.0% payout. The table below sets forth the actual TSR metric results for the Fiscal Year 2023 - Fiscal Year 2025 performance period as well as the calculated payout percentage:

  176. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | | Actual Results | | Keysight TSR | 1.45% | | S&P 500 Total Return Index | 76.0% | | TSR Outperformance vs Total Return Index | -74.55 ppts | | Calculated Payout | 0.0% of Target Shares |

  177. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | | 2026 Proxy Statement 61 |

  178. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | • | PSUs Payout Based on OM. Approximately 50% of the grant date value of the PSUs for the Fiscal Year 2023 - Fiscal Year 2025 performance period were earned based on OM. At the end of the performance period, Keysight’s OM payout achievement for each Fiscal Year during the three-year period was averaged with each Fiscal Year weighted equally. The payout matrix for OM was: |

  179. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | | | Payout as a % of Target | | Threshold: | 5 points below annual Non-GAAP OM plan | 50% | | Target: | Achievement of annual Non-GAAP OM plan | 100% | | Maximum: | 5 points above annual Non-GAAP OM plan | 200% |

  180. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    On November 19, 2025, the Compensation and Human Capital Committee certified that Keysight’s OM achievement for the Fiscal Year 2023 – Fiscal Year 2025 performance period resulted in a 100.3% payout. The table below sets forth the actual OM metric results for the Fiscal Year 2023 – Fiscal Year 2025 performance period, as well as the calculated average payout percentage:

  181. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | | FY23 – FY25 Non-GAAP OM Metrics and Results(1) | | | | | | | Fiscal Year | Threshold % | Target % | Max % | Results % | Percentage Below/Above Target | Fiscal Year Payout % | | 2023 | 24.8 | 29.8 | 34.8 | 30.3 | 0.5% | 110.0 | | 2024 | 22.4 | 27.4 | 32.4 | 26.3 | -1.1% | 89.0 | | 2025 | 20.9 | 25.9 | 30.9 | 26.0 | 0.1% | 102.0 | | Calculated Payout | | | | | | 100.3 |

  182. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | (1) Non-GAAP OM excludes primarily the impacts of amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and related costs, non-recurring items such as goodwill impairment, legal settlement, gain/loss on divestitures and others. Because the OM target is set at the beginning of each Fiscal Year, income and expenses related to an acquisition are excluded for the Fiscal Year in which the acquisition occurs but are included in both target and actual results in subsequent years. Reconciliations to comparable GAAP metrics are available on investor.keysight.com under quarterly reports in financial information. The impact of acquisitions for the periods reported is not material. |

  183. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    The following table sets forth for the Fiscal Year 2023 - Fiscal Year 2025 performance period the targeted number of shares granted to our NEOs, the shares earned, and the cash value of the earned shares.

  184. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | Name | TSR Target Award (in shares) | TSR Payout at 0.0% (in shares) | Non-GAAP OM Target Award (in shares) | Non-GAAP OM Payout at 100.3% (in shares) | Cash Value of Payout In $(1) | | Satish C. Dhanasekaran | 12,583 | 0 | 15,729 | 15,776 | 2,754,647 | | Neil P. Dougherty | 6,422 | 0 | 8,027 | 8,051 | 1,405,785 | | Ingrid A. Estrada | 3,435 | 0 | 4,293 | 4,305 | 751,696 | | Soon Chai Gooi | 5,091 | 0 | 6,364 | 6,383 | 1,114,536 | | Kailash Narayanan | 3,037 | 0 | 3,796 | 3,807 | 664,740 | | John Page | 2,053 | 0 | 2,567 | 2,574 | 449,446 |

  185. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | (1) Reflects the fair market value of the shares based on the closing stock price of Keysight’s common stock on November 19, 2025. |

  186. Fiscal Year 2023 − Fiscal Year 2025 LTP Program Payout

    | 62 2026 Proxy Statement | |

  187. TERMINATION ARRANGEMENTS – SEVERANCE PLAN, CHANGE OF CONTROL SEVERANCE AGREEMENTS AND EQUITY AWARD ACCELERATION

    TERMINATION ARRANGEMENTS – SEVERANCE PLAN, CHANGE OF CONTROL SEVERANCE AGREEMENTS AND EQUITY AWARD ACCELERATION Consistent with the practice of many of our peers, the Compensation and Human Capital Committee has adopted an Officer and Executive Severance Plan (the “Severance Plan”) for our U.S. based officers and executives, which provides for specified severance payments and benefits in cases where the officer is terminated other than for Cause, misconduct, death, or physical or mental incapacity or resigns for Good Reason (each, as defined in the Severance Plan). A more detailed description of the Severance Plan is provided in the “Officer and Executive Severance Plan” section below. In addition, we have entered into Change of Control Agreements (each, a “Change of Control Agreement”) with our officers designed to provide protection to the officers, so they are not distracted by their personal, professional, and financial situations at a time when we need them to remain focused on their responsibilities, Keysight’s best interests and those of our stockholders. These agreements provide for double-trigger payments and benefits, which means that they are eligible to receive such payments and benefits only in the event of a change of control of Keysight and if the officer is terminated other than for Cause or resigns for Good Reason (each, as defined in the Change of Control Agreement) within a limited period after the change of control. Such benefits will not become payable unless both such events occur. A more detailed description of the Change of Control Agreements with the NEOs is provided in the “Change of Control Severance Agreements” section below. Additionally, to encourage our employees to remain employed with Keysight through the date of the applicable vesting event, our stock award agreements, including those to our NEOs, provide for certain vesting benefits in the event of death, disability, or retirement or in certain circumstances involving a change in control. A more detailed description of the vesting benefits provided in our stock award agreements is provided in the “Acceleration and Continued Vesting of Equity Awards” section below. The potential payments that would be received by our NEOs under the Severance Plan and the Change of Control Agreements are disclosed in the “Termination and Change of Control Table” below.

  188. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION Our NEOs are eligible to voluntarily defer base salary, short-term cash incentives, and performance shares earned under the LTP Program. The deferrals are made through the Keysight Technologies Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is a standard management benefit plan offered by many public companies.

  189. NON-QUALIFIED DEFERRED COMPENSATION

    | 64 2026 Proxy Statement | |

  190. NON-QUALIFIED DEFERRED COMPENSATION

    The specific benefits and an additional description of plan features are set forth in the section entitled “Non-Qualified Deferred Compensation” below.

  191. FACTORS FOR DETERMINING COMPENSATION (“COMPENSATION FACTORS”)

    | • | Competitive market data provided by the independent compensation consultant |

  192. KEYSIGHT’S PEER GROUP

    KEYSIGHT’S PEER GROUP

  193. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group As part of its compensation deliberations, the Compensation and Human Capital Committee conducts an annual review of the compensation practices of the competitive market against a group of peer companies. The Compensation and Human Capital Committee annually reviews our peer group to ensure the companies are suitable peers for compensation comparison purposes. In September 2024, the Compensation and Human Capital Committee, with the assistance of the Committee’s independent compensation consultant, approved a compensation peer group for Fiscal Year 2025 compensation decisions. The selection of the peer group was based on the following criteria:

  194. Compensation Benchmarking Peer Group

    | Criteria for Determining the Peer Group for Fiscal Year 2025 | | | • | Revenue between approximately $2.5 billion and $12.3 billion, which were between approximately 0.5 times and 2.5 times our projected Fiscal Year 2025 revenue. | | • | A market capitalization between approximately $9.1 billion and $81.9 billion, which were between approximately 0.33 times and 3 times our projected Fiscal Year 2025 market capitalization. |

  195. Compensation Benchmarking Peer Group

    These criteria resulted in the selection of 27 companies, primarily from the Russell 3000 Information Technology Sector. The selected companies compete with us either in the same business and capital markets or in the executive talent arena or operate similarly complex business operations with significant global reach. The Compensation and Human Capital Committee used compensation data drawn from the compensation peer group as one of the Compensation Factors considered in setting the compensation of the executive officers.

  196. Compensation Benchmarking Peer Group

    | Keysight’s Peer Group for Fiscal Year 2025 | | | | | | Agilent Technologies | F5 Networks | Juniper Networks | Roper Technologies | Trimble | | AMETEK | Fortinet | KLA | Sensata Technologies | Workday | | Arista Networks | Fortive | Motorola Solutions | SS&C Technologies | Zebra Technologies | | Autodesk | Gen Digital | NetApp | Synopsys | | | Cadence Design Systems | Hubbell | Palo Alto Networks | Teledyne Technologies | | | Ciena Corporation | Intuit | Rockwell Automation | Teradyne | |

  197. Compensation Benchmarking Peer Group

    For Fiscal Year 2025, we were below or at the median of our compensation peer group based on revenue, market capitalization, and the number of employees.

  198. Compensation Benchmarking Peer Group

    | | Revenue as of each company’s most recent four quarters ended on 10/31/2024 (in millions) ($) | Market Capitalization on 10/31/2024 (in millions) ($) | Employees as of 10/31/2024 (#) | | 25th Percentile | 4,429 | 17,634 | 11,172 | | Median | 5,862 | 30,263 | 15,115 | | 75th Percentile | 6,735 | 68,342 | 19,100 | | Keysight Technologies, Inc.(1) | 4,979 | 25,860 | 15,400 |

  199. Compensation Benchmarking Peer Group

    | (1) Fiscal Year 2025 estimates were based on data available as of 10/31/2024. |

  200. Compensation Benchmarking Peer Group

    | 66 2026 Proxy Statement | |

  201. Peer Group for the Long-Term Incentive Program

    Peer Group for the Long-Term Incentive Program The Compensation and Human Capital Committee believes that a larger peer group is more appropriate for evaluating TSR performance under Keysight’s LTP Program, as a larger peer group provides a broader index for comparison and better alignment with stockholder investment choices. For the Fiscal Year 2025 – Fiscal Year 2027 performance period, the Compensation and Human Capital Committee selected the S&P 500 Total Return Index for determining and evaluating our relative TSR performance. This index has a strong correlation with Keysight’s stock price, and the Compensation and Human Capital Committee views the S&P 500 as a possible investment alternative to Keysight. The S&P 500 constituent list is maintained by the S&P Index Committee, which is available at www.spglobal.com. Any change in the expanded peer group is solely due to Standard & Poor’s criteria for inclusion in the index.

  202. RECOUPMENT POLICY

    RECOUPMENT POLICY Our Executive Compensation Recoupment Policy (the “Recoupment Policy”) and our Compensation Recovery Policy (the “Recovery Policy”, together the “Clawback Policies”) apply to all executive officers who are subject to Section 16 of the Exchange Act. The Recoupment Policy applies to grants which were made and vested between October 31, 2014 and October 1, 2023. Under the Recoupment Policy, in the event of (A) a material restatement of financial results (wherein results were incorrect at the time published due to mistake, fraud or other misconduct), or (B) fraud or misconduct by an executive officer, the Compensation and Human Capital Committee will, in the case of a restatement, review all short-term and long-term incentive compensation awards that were paid or awarded to the executive officer, in whole or in part, during the restatement period. In the case of fraud or misconduct, the Compensation and Human Capital Committee will consider actions to remedy the fraud or misconduct, prevent its recurrence, and impose discipline on the wrongdoers, in each case, as it deems appropriate. These actions may include, without limitation and to the extent permitted by governing law, requiring reimbursement of compensation, causing the cancellation of outstanding PSUs, RSUs, stock options, and other equity incentive awards, limiting future awards or compensation, and requiring the disgorgement of profits realized from the sale of shares of our common stock to the extent such profit was, in part or in whole, the result of the fraud or misconduct. On November 15, 2023, in compliance with Rule 10D-1 of the Exchange Act, the Compensation and Human Capital Committee adopted the Recovery Policy, effective October 2, 2023. The Recovery Policy applies to performance-based incentive compensation received on or after October 2, 2023, and provides for the mandatory recovery from current and former executive officers of erroneously awarded incentive compensation in the event of an accounting restatement of the Company’s financial statements regardless of fault or misconduct. The Compensation and Human Capital Committee also has discretion, under the Recovery Policy, to seek recovery from current and former executive officers of erroneously awarded incentive compensation in the event of a financial misstatement that does not result in a restatement of financial results.

  203. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION Since 2014, the Compensation and Human Capital Committee has not granted stock options or similar awards as part of our equity compensation programs. We do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. Our executive officers would not be permitted to choose the grant date for any stock option grants. During Fiscal Year 2025, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During Fiscal Year 2025, none of our NEOs were awarded stock options.

  204. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  205. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($)* | Option Awards(3) ($) | Non-Equity Incentive Plan Compen- sation(4) ($) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings(5) ($) | All other Compen- sation(6) ($) | Total ($) | | Satish C. Dhanasekaran President and Chief Executive Officer | 2025 | 933,000 | — | 15,345,176 | — | 1,575,473 | 124,422 | 42,038 | 18,020,109 | | | 2024 | 900,000 | — | 10,207,099 | — | 1,032,188 | 167,678 | 46,231 | 12,353,196 | | | 2023 | 895,833 | — | 8,592,791 | — | 1,157,979 | 70,599 | 33,721 | 10,750,923 | | Neil P. Dougherty Executive Vice President and Chief Financial Officer | 2025 | 672,917 | — | 7,276,856 | — | 767,253 | 135,712 | 34,055 | 8,886,793 | | | 2024 | 650,000 | — | 4,326,344 | — | 596,375 | 210,199 | 33,701 | 5,816,619 | | | 2023 | 650,000 | — | 4,385,324 | — | 672,425 | 58,295 | 32,335 | 5,798,379 | | Ingrid A. Estrada Senior Vice President, Chief Supply Chain and Operations | 2025 | 598,167 | — | 3,905,235 | — | 613,820 | 103,369 | 12,000 | 5,232,591 | | | 2024 | 578,000 | — | 2,689,239 | — | 477,284 | 168,728 | 11,560 | 3,924,811 | | | 2023 | 575,667 | — | 2,345,572 | — | 535,795 | 46,524 | 11,560 | 3,515,118 | | Soon Chai Gooi(5) Former Senior Vice President, Order Fulfillment and Digital Operations | 2025 | 514,122 | — | 5,931,038 | — | 281,507 | — | 4,932,327 | 11,658,994 | | | 2024 | 492,161 | — | 3,917,068 | — | 349,171 | — | 360,959 | 5,119,359 | | | 2023 | 452,344 | — | 3,476,590 | — | 434,107 | — | 547,697 | 4,910,738 | | Kailash Narayanan Senior Vice President, President, Communications Solutions Group | 2025 | 592,917 | — | 5,110,973 | — | 592,303 | 82,588 | 35,175 | 6,413,956 | | John Page Senior Vice President, President, Global Services | 2025 | 490,000 | — | 1,892,582 | — | 490,359 | 116,841 | 35,251 | 3,025,033 |

  206. SUMMARY COMPENSATION TABLE

    | (1) Reflects the aggregate grant date fair values of the stock awards, computed in accordance with ASC Topic 718. For information on the valuation assumptions used in our computations, see Note 4 to our consolidated financial statements in our Annual Report. See the “Long-Term Incentive Awards” table below for additional information regarding the grant date fair values of the stock awards. |

  207. SUMMARY COMPENSATION TABLE

    | (2) At the November 2024 meeting of the Compensation and Human Capital Committee, long-term incentive awards were approved for the Company’s Named Executive Officers in amounts that represented an increase in the annual target long-term incentive award values of 12% to 17% over Fiscal Year 2024. These values were translated into a number of shares using Keysight’s 90-day average stock price as of October 31, 2024. The amounts shown in the Summary Compensation Table are higher because they reflect (i) the grant-date closing stock price of Keysight’s common stock and (ii) the applicable accounting values for each award, including accounting values determined by using a Monte Carlo simulation for awards subject to TSR performance conditions |

  208. SUMMARY COMPENSATION TABLE

    | | 2026 Proxy Statement 71 |

  209. SUMMARY COMPENSATION TABLE

    The table below sets forth the grant date fair value for the PSUs awarded during the fiscal year ended October 31, 2025 based upon (i) the probable outcome of the performance conditions used for financial reporting purposes in accordance with ASC 718 as of the grant date, and (ii) the maximum outcome of performance conditions under the performance-related component at the level of 200% as of the grant date.

  210. SUMMARY COMPENSATION TABLE

    | GRANT DATE FMV OF PSUs AWARDED AS OF OCTOBER 31, 2025 | | | | Name | Probable Outcome of Performance Conditions Grant Date ($) | Maximum Outcome of Performance Conditions Grant Date ($) | | Satish C. Dhanasekaran | 9,938,614 | 16,219,688 | | Neil P. Dougherty | 5,053,798 | 7,636,307 | | Ingrid A. Estrada | 2,529,268 | 4,127,733 | | Soon Chai Gooi | 3,841,357 | 6,269,044 | | Kailash Narayanan | 3,821,553 | 5,319,537 | | John Page | 1,225,697 | 2,000,322 |

  211. SUMMARY COMPENSATION TABLE

    | (3) Amounts consist of STI awards earned by our NEOs during Fiscal Year 2025 under the STI Plan. |

  212. SUMMARY COMPENSATION TABLE

    | (4) Amounts represent the change in pension value for the Retirement Plan, the Supplemental Benefit Retirement Plan, and the Excess Benefit Retirement Plan, as applicable. Please see the Section “Pension Benefits” below for greater detail regarding how such amounts were calculated. |

  213. SUMMARY COMPENSATION TABLE

    | (5) Amounts for Fiscal Year 2025 reflected in the “All Other Compensation” table below. |

  214. SUMMARY COMPENSATION TABLE

    | (6) Amounts included for Mr. Gooi, with the exception of stock awards, are shown in U.S. Dollars but were paid to him in Malaysian Ringgit. To convert the amounts paid in U.S. Dollars, we used the exchange rate as of the last business day of the applicable Fiscal Year (for Fiscal Year 2025 amounts, an exchange rate of 4.19182 Malaysian Ringgits per U.S. Dollar as of October 31, 2025). |

  215. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  216. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Payouts Under Equity Incentive Plan Awards(2)(5) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | Satish C. Dhanasekaran | 11/20/2024 | 339,439 | 678,878 | 1,357,756 | | | | | | | | 05/14/2025 | 351,000 | 702,000 | 1,404,000 | | | | | | | | 11/20/2024 | | | | 12,252 | 24,504 | 49,008 | | 4,054,922 | | | 11/20/2024 | | | | 6,126 | 24,504 | 49,008 | | 5,883,692 | | | 11/20/2024 | | | | | | | 32,672 | 5,406,563 | | Neil P. Dougherty | 11/20/2024 | 167,714 | 335,428 | 670,856 | | | | | | | | 05/14/2025 | 168,750 | 337,500 | 675,000 | | | | | | | | 11/20/2024 | | | | 5,038 | 10,075 | 20,150 | | 1,667,211 | | | 11/20/2024 | | | | 2,519 | 10,075 | 20,150 | | 2,419,123 | | | 10/17/2025 | | | | — | 5,965 | 5,965 | | 967,463 | | | 11/20/2024 | | | | | | | 13,434 | 2,223,058 | | Ingrid A. Estrada | 11/20/2024 | 134,180 | 268,359 | 536,718 | | | | | | | | 05/14/2025 | 135,000 | 270,000 | 540,000 | | | | | | | | 11/20/2024 | | | | 3,118 | 6,236 | 12,472 | | 1,031,933 | | | 11/20/2024 | | | | 1,559 | 6,236 | 12,472 | | 1,497,335 | | | 11/20/2024 | | | | | | | 8,315 | 1,375,966 | | Soon Chai Gooi | 11/20/2024 | 122,593 | 245,186 | 490,372 | | | | | | | | 05/14/2025 | 128,540 | 257,080 | 514,160 | | | | | | | | 11/20/2024 | | | | 4,736 | 9,471 | 18,942 | | 1,567,261 | | | 11/20/2024 | | | | 2,368 | 9,471 | 18,942 | | 2,274,096 | | | 11/20/2024 | | | | | | | 12,628 | 2,089,681 | | Kailash Narayanan | 11/20/2024 | 122,372 | 244,744 | 489,488 | | | | | | | | 05/14/2025 | 127,500 | 255,000 | 510,000 | | | | | | | | 11/20/2024 | | | | 2,922 | 5,844 | 11,688 | | 967,065 | | | 11/20/2024 | | | | 1,461 | 5,844 | 11,688 | | 1,403,211 | | | 10/17/2025 | | | | — | 8,948 | 8,948 | | 1,451,276 | | | 11/20/2024 | | | | | | | 7,792 | 1,289,420 |

  217. GRANTS OF PLAN-BASED AWARDS

    | | 2026 Proxy Statement 73 |

  218. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Payouts Under Equity Incentive Plan Awards(2)(5) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | | John Page | 11/20/2024 | 103,110 | 206,220 | 412,440 | | | | | | | | 05/14/2025 | 104,125 | 208,250 | 416,500 | | | | | | | | 11/20/2024 | | | | 1,511 | 3,022 | 6,044 | | 500,081 | | | 11/20/2024 | | | | 756 | 3,022 | 6,044 | | 725,617 | | | 11/20/2024 | | | | | | | 4,030 | 666,884 |

  219. GRANTS OF PLAN-BASED AWARDS

    | (1) Reflects the value of the threshold, target and maximum potential STI cash payout established for Fiscal Year 2025 pursuant to Keysight’s Performance-Based Compensation Plan for Covered Employees. The threshold payment is 50%, target is 100% and maximum is 200% of target. Actual payout amounts under this plan are disclosed in the “Summary Compensation Table.” Please see the section “Short-Term Incentives” for greater detail regarding the NEOs’ cash incentive award opportunities, including the applicable performance goals. |

  220. GRANTS OF PLAN-BASED AWARDS

    | (2) Reflects the value of awards at threshold, target and maximum number of shares that could be earned with respect to PSUs. Actual payout of these awards, if any, will be in the form of Keysight common stock as determined by the Compensation and Human Capital Committee after the end of the performance period, subject to the achievement of applicable performance metrics. On November 20, 2024, each NEO received a grant of TSR PSUs and OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2025 - Fiscal Year 2027 performance period, Each NEO’s TSR PSUs will be measured and paid out based on the percentile ranking of the performance of Keysight’s common stock as measured against the TSR of each of the constituents of the S&P 500. Each NEO’s OM PSUs will be measured and paid out based on annual Non-GAAP OM achievement as compared to annual OM goals. The annual achievement in comparison to target is averaged over the three-year performance period to determine the OM payout for that performance period. Please see the section “Long-Term Incentives” for greater detail regarding the TSR and OM PSU grants made to NEOs in Fiscal Year 2025. Each NEO’s TSR PSUs appear above their respective OM PSUs in this table. PSU awards granted on November 20, 2024, are subject to the applicable NEO being employed through the determination date or retirement eligible. |

  221. GRANTS OF PLAN-BASED AWARDS

    | (3) Reflects the number of shares subject to time-based RSUs, which vest annually over four years from the grant date, subject to the applicable NEO being employed through the applicable vesting date or being retirement eligible. |

  222. GRANTS OF PLAN-BASED AWARDS

    | (4) Reflects the aggregate grant date fair values of the RSUs and PSUs, computed in accordance with ASC Topic 718. |

  223. GRANTS OF PLAN-BASED AWARDS

    | (5) On October 17, 2025, certain employees including Messrs. Dougherty and Narayanan received a Value Creation Award in the form of PSUs, which will be paid out, if at all, based on achievement of Spirent annualized cost synergy and revenue growth targets for the two-year performance period beginning on November 1, 2025 and ending on October 31, 2027. The Value Creation Awards are subject to a zero, 50% and 100% payout. Each NEO must be employed through the end of the performance period to receive a payout if any is awarded. Value Creation Awards are not subject to retirement treatment. |

  224. GRANTS OF PLAN-BASED AWARDS

    | 74 2026 Proxy Statement | |

  225. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the performance-based stock awards and restricted stock units held by our NEOs as of October 31, 2025. None of our NEOs have outstanding stock option awards.

  226. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | | Satish C. Dhanasekaran | 11/17/2021(4) | 3,214 | 588,033 | — | — | | | 5/18/2022(4) | 1,007 | 184,241 | — | — | | | 11/16/2022(4) | 10,486 | 1,918,519 | — | — | | | 11/15/2023(4) | 23,430 | 4,286,753 | — | — | | | 11/20/2024(4) | 32,672 | 5,977,669 | — | — | | | 11/16/2022(5) | 15,776 | 2,886,377 | — | — | | | 11/16/2022(6) | 0 | 0 | — | — | | | 11/15/2023(7) | — | — | 23,430 | 4,286,753 | | | 11/15/2023(8) | — | — | 19,525 | 3,572,294 | | | 11/20/2024(9) | — | — | 49,008 | 8,966,504 | | | 11/20/2024(10) | — | — | 49,008 | 8,966,504 | | Total | | 86,585 | 15,841,592 | 140,971 | 25,792,054 | | Neil P. Dougherty | 11/17/2021(4) | 2,100 | 384,216 | — | — | | | 11/16/2022(4) | 5,226 | 956,149 | — | — | | | 11/15/2023(4) | 9,697 | 1,774,163 | — | — | | | 11/20/2024(4) | 13,118 | 2,400,069 | — | — | | | 11/16/2022(5) | 8,051 | 1,473,011 | — | — | | | 11/16/2022(6) | 0 | 0 | — | — | | | 11/15/2023(7) | — | — | 9,931 | 1,816,976 | | | 11/15/2023(8) | — | — | 8,276 | 1,514,177 | | | 11/20/2024(9) | — | — | 20,150 | 3,686,644 | | | 11/20/2024(10) | — | — | 20,150 | 3,686,644 | | | 10/17/2025(11) | — | — | 5,965 | 1,091,356 | | Total | | 38,192 | 6,987,608 | 64,472 | 11,795,797 |

  227. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2026 Proxy Statement 75 |

  228. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | | Ingrid A. Estrada | 11/17/2021(4) | 1,166 | 213,331 | — | — | | | 11/16/2022(4) | 2,796 | 511,556 | — | — | | | 11/15/2023(4) | 6,027 | 1,102,700 | — | — | | | 11/20/2024(4) | 8,119 | 1,485,452 | — | — | | | 11/16/2022(5) | 4,305 | 787,643 | — | — | | | 11/16/2022(6) | 0 | 0 | — | — | | | 11/15/2023(7) | — | — | 6,173 | 1,129,412 | | | 11/15/2023(8) | — | — | 5,144 | 941,146 | | | 11/20/2024(9) | — | — | 12,472 | 2,281,877 | | | 11/20/2024(10) | — | — | 12,472 | 2,281,877 | | Total | | 22,413 | 4,100,682 | 36,261 | 6,634,313 | | Soon Chai Gooi | 11/17/2021(4) | 1,607 | 294,017 | — | — | | | 11/16/2022(4) | 4,243 | 776,299 | — | — | | | 11/15/2023(4) | 8,992 | 1,645,176 | — | — | | | 11/20/2024(4) | 12,628 | 2,310,419 | — | — | | | 11/16/2022(5) | 6,383 | 1,167,834 | — | — | | | 11/16/2022(6) | 0 | 0 | — | — | | | 11/15/2023(7) | — | — | 8,991 | 1,644,993 | | | 11/15/2023(8) | — | — | 7,493 | 1,370,919 | | | 11/20/2024(9) | — | — | 18,942 | 3,465,628 | | | 11/20/2024(10) | — | — | 18,942 | 3,465,628 | | Total | | 33,853 | 6,193,745 | 54,368 | 9,947,169 | | Kailash Narayanan | 11/17/2021(4) | 581 | 106,300 | — | — | | | 11/16/2022(4) | 2,531 | 463,072 | — | — | | | 11/15/2023(4) | 5,227 | 956,332 | — | — | | | 11/20/2024(4) | 7,792 | 1,425,624 | — | — | | | 11/16/2022(5) | 3,807 | 696,529 | — | — | | | 11/16/2022(6) | 0 | 0 | — | — | | | 11/15/2023(7) | — | — | 5,227 | 956,332 | | | 11/15/2023(8) | — | — | 4,356 | 796,974 | | | 11/20/2024(9) | — | — | 11,688 | 2,138,436 | | | 11/20/2024(10) | — | — | 11,688 | 2,138,436 | | | 10/17/2025(11) | — | — | 8,948 | 1,637,126 | | Total | | 19,938 | 3,647,856 | 41,907 | 7,667,305 |

  229. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 76 2026 Proxy Statement | |

  230. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(2) | | John Page | 11/17/2021(4) | 710 | 129,902 | — | — | | | 11/16/2022(4) | 1,672 | 305,909 | — | — | | | 11/15/2023(4) | 3,101 | 567,359 | — | — | | | 11/20/2024(4) | 3,935 | 719,948 | — | — | | | 11/16/2022(5) | 2,574 | 470,939 | — | — | | | 11/16/2022(6) | 0 | 0 | — | — | | | 11/15/2023(7) | — | — | 3,176 | 581,081 | | | 11/15/2023(8) | — | — | 2,646 | 484,112 | | | 11/20/2024(9) | — | — | 6,044 | 1,105,810 | | | 11/20/2024(10) | — | — | 6,044 | 1,105,810 | | Total | | 11,992 | 2,194,056 | 17,910 | 3,276,814 |

  231. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Amounts reflect unvested RSUs as of the end of Fiscal Year 2025 for each NEO under the LTI Program. Please see the section “Potential Payments Upon Termination or Change in Control” for additional information regarding the treatment of unvested RSUs in connection with certain terminations of service a change in control. |

  232. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) The market values of the unvested RSUs and PSUs (whether earned but unvested or unearned and unvested) are calculated by multiplying the number of units shown in the table by $182.96, the closing price of Keysight common stock as of October 31, 2025, which was the last business day of Fiscal Year 2025. |

  233. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Amounts reflect multiple unearned and unvested PSU awards that are outstanding simultaneously as of the end of Fiscal Year 2025 for each NEO under the LTI Program. Please see the section “Potential Payments Upon Termination or Change in Control” for additional information regarding the treatment of unvested PSUs in connection with certain terminations of service a change in control. |

  234. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) The RSUs vest at the rate of 25% per year from the grant date, subject to the applicable NEO being employed through each vesting date or retirement eligible. |

  235. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Represents PSUs granted in Fiscal Year 2023 that were earned based on Keysight’s Non-GAAP OM for the Fiscal Year 2023 through Fiscal Year 2025 performance period. |

  236. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Represents PSUs granted in Fiscal Year 2023 that were earned based on Keysight’s relative TSR for the Fiscal Year 2023 through Fiscal Year 2025 performance period. |

  237. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) On November 15, 2023, each NEO received OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2024 through Fiscal Year 2026 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout. Each NEO’s OM PSUs will be measured and paid out based on profitability as measured by Non-GAAP OM. The OM PSUs are shown at the target amount due to the performance for the first two years of the three year performance period did not exceed target. |

  238. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) On November 15, 2023, each NEO received TSR PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2024 through Fiscal Year 2026 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout. Each NEO’s TSR PSUs will be measured and paid out based on the performance of Keysight’s common stock as measured against the TSR of the S&P 500 Total Return Index. The TSR PSUs are shown at the target amount due to the performance for the first two years of the three-year performance period did not exceed target. |

  239. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) On November 20, 2024, each NEO who was employed at the time of grant received OM PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2025 through Fiscal Year 2027 performance period, subject to the applicable NEO being employed through the date that the Compensation and Human Capital Committee determined the payout. Each NEO’s OM PSUs will be measured and paid out based on profitability as measured by Non-GAAP OM. The OM PSUs are shown at the maximum, as the performance for the first year of the three-year performance period exceeds target. |

  240. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) On November 20, 2024, each NEO who was employed at the time of grant received TSR PSUs, which will be paid out, if at all, following the completion of the Fiscal Year 2025 through Fiscal Year 2027 performance period. Each NEO’s TSR PSUs will be measured and paid out based on the performance of Keysight’s common stock as measured against the TSR of each of the constituents of the S&P 500. The TSR PSUs are shown at the maximum amount due to the performance for the first year of the three-year performance period exceeds target. Please see the section “Long-Term Incentives” for greater detail regarding the TSR and OM PSU grants made to NEOs in Fiscal Year 2025. |

  241. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (11) On October 17, 2025, certain employees including Messrs. Dougherty and Narayanan received a Value Creation Award in the form of PSUs, which will be paid out, if at all, based on achievement of Spirent annualized cost synergy and revenue growth targets for the two-year performance period beginning on November 1, 2025 and ending on October 31, 2027. The Value Creation PSUs are subject to a zero, 50% and 100% payout. Each NEO must be employed through the end of the performance period to receive a payout, if one is awarded. Value Creation Awards are not subject to retirement treatment. |

  242. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2026 Proxy Statement 77 |

  243. STOCK VESTED

    STOCK VESTED The following table sets forth information on stock vesting in Fiscal Year 2025 and the value realized on the date of vesting by each of our NEOs. In the case of RSUs, the value is based on the closing share price of Keysight’s common stock on the NYSE on the vesting date and, in the case of PSUs based on the closing share price of Keysight’s common stock on the NYSE on the date that the payout is confirmed by the Compensation and Human Capital Committee.

  244. STOCK VESTED

    | | Stock Awards | | | Name | Number of Awards Acquired Upon Vesting(1) | Value Realized on Vesting ($) | | Satish C. Dhanasekaran | 36,691 | 5,902,313 | | Neil P. Dougherty | 42,111 | 6,854,214 | | Ingrid A. Estrada | 23,533 | 3,825,109 | | Soon Chai Gooi | 28,325 | 4,590,406 | | Kailash Narayanan | 7,995 | 1,291,530 | | John Page | 19,141 | 3,121,915 |

  245. STOCK VESTED

    | (1) Amounts reflect the shares issued pursuant to PSUs granted in Fiscal Year 2023 pursuant to the LTI Program for the Fiscal Year 2023 through Fiscal Year 2025 performance period that were paid out in Fiscal Year 2025 in addition to restricted stock units that vested during Fiscal Year 2025. |

  246. STOCK VESTED

    | 78 2026 Proxy Statement | |

  247. PENSION BENEFITS

    PENSION BENEFITS The following table shows the estimated present value of accumulated benefits payable, including benefits payable on retirement to our NEOs under the Keysight Technologies, Inc. Retirement Plan (the “Retirement Plan”), the Deferred Profit-Sharing Plan, the Supplemental Benefit Retirement Plan, and the Excess Benefit Retirement Plan. Years of service and years of credited service under the Retirement Plan include years of service and years of credited service under the Hewlett Packard Retirement Plan and the Agilent Technologies, Inc. Retirement Plan. The present value of accumulated benefit is calculated using the assumptions under Accounting Standards Codification Topic 715: Compensation— Retirement Benefits for the fiscal year end measurement (as of October 31, 2025). The lump sum present value is based on forward rates derived from a high-quality corporate bond yield curve which approximates IRS Section 417(e) lump sum interest rates based on October 31, 2025 market conditions. See also Note 12 to Keysight’s consolidated financial statements in its Annual Report on Form 10-K for the Fiscal Year 2025 as filed with the SEC on December 17, 2025.

  248. PENSION BENEFITS

    | Name | Plan Name(1)(2) | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Satish C. Dhanasekaran | Retirement Plan | 19.8 | 361,430 | — | | | Supplemental Benefit Retirement Plan | 19.8 | 335,876 | — | | Neil P. Dougherty | Retirement Plan | 29.3 | 686,498 | — | | | Supplemental Benefit Retirement Plan | 29.3 | 399,449 | — | | Ingrid A. Estrada | Deferred Profit-Sharing Plan | 30.0 | 61,702 | — | | | Retirement Plan | 30.0 | 809,810 | — | | | Supplemental Benefit Retirement Plan | 30.0 | 311,175 | — | | Soon Chai Gooi(3) | N/A | — | — | — | | Kailash Narayanan | Retirement Plan | 29.0 | 439,857 | — | | | Supplemental Benefit Retirement Plan | 29.0 | 102,026 | — | | John Page | Deferred Profit-Sharing Plan | 22.8 | 56,379 | — | | | Retirement Plan | 22.8 | 543,042 | — | | | Supplemental Benefit Retirement Plan | 22.8 | 243,713 | — |

  249. PENSION BENEFITS

    | (1) Employees must be at least 65 years of age and older in order to receive the full benefit under the Retirement Plan. Benefit payments from the Retirement Plan received prior to age 65 are reduced for “early” distribution. None of the NEOs are eligible for full benefits under the Retirement Plan as of October 31, 2025. |

  250. PENSION BENEFITS

    | (2) To the extent applicable, a portion of each NEO’s Supplemental Benefit Retirement Plan benefits includes accrued benefits in the Excess Benefit Retirement Plan. |

  251. PENSION BENEFITS

    | (3) Mr. Gooi does not live in the United States and is not eligible to participate in the Retirement Plan or Supplemental Benefit Retirement Plan but is a participant in the Malaysian Defined Contribution Plan. |

  252. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The Deferred Compensation Plan is available to all active employees on our U.S. payroll with total target cash salary, including the STI Plan, greater than or equal to $350,000 for 2025. There are four types of earnings that may be deferred under the Deferred Compensation Plan:

  253. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 100% of annual base pay earnings in excess of the U.S. Internal Revenue Service qualified plan limit of $350,000 for 2025; |

  254. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 95% of cash compensation paid under the STI Plan; |

  255. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 95% of performance-based compensation paid out in accordance with the terms of Keysight’s LTP Program. Awards under this program are paid out in the form of shares of our common stock; and |

  256. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Up to 95% of new executive stock awards. |

  257. NON-QUALIFIED DEFERRED COMPENSATION

    Deferral elections must be made annually and can be part of overall tax planning for executives. There are several hypothetical investment options available under the Deferred Compensation Plan, which generally mirror the investment choices under the tax-qualified 401(k) Plan. All hypothetical investment choices are made by the participant. Based on market performance, dividends and interest are credited to participants’ hypothetical accounts from the investment funds that the participant has elected. At the time participation is elected, employees must also elect payout in one of two forms that can commence upon termination or be delayed by an additional one, two-, or three-years following termination:

  258. NON-QUALIFIED DEFERRED COMPENSATION

    | • | A single lump sum payment; or |

  259. NON-QUALIFIED DEFERRED COMPENSATION

    | • | Annual installments over a five-to-15-year period. |

  260. NON-QUALIFIED DEFERRED COMPENSATION

    Unless a participant has elected to delay distribution of payments as described above, payouts are distributed to eligible participants in January of the year following termination, if termination occurs during the first six months of the calendar year, or in July of the year following termination where termination occurs during the second half of the calendar year. No early distributions or withdrawals are allowed, except in the event of an unforeseeable emergency, death, or where the participant elected to make an in-service distribution on a fixed date. Although the Deferred Compensation Plan is unfunded, Keysight has established a rabbi trust as a source of funds to make payments under the Deferred Compensation Plan. The table below provides information on the non-qualified deferred compensation of our NEOs for Fiscal Year 2025 under the Deferred Compensation Plan (“DCP”) and certain fully vested restricted stock units (“‘DSUs”’) that were deferred outside of the DCP.

  261. NON-QUALIFIED DEFERRED COMPENSATION

    | | 2026 Proxy Statement 83 |

  262. NON-QUALIFIED DEFERRED COMPENSATION

    Keysight also maintains a frozen Deferred Compensation Plan for deferrals made prior to January 1, 2005, pursuant to the Agilent Deferred Compensation Plan. The frozen Deferred Compensation Plan no longer accepts deferrals but allows the same investment choices and hypothetical investments as the Deferred Compensation Plan.

  263. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Plan | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year-End(3) ($) | | Satish C. Dhanasekaran | DCP | — | — | 1,088,231 | — | 6,642,438 | | Neil P. Dougherty(4) | DCP | 191,813 | — | 1,249,216 | — | 8,242,807 | | | DSUs | — | — | 826,750 | — | 4,455,442 | | Ingrid A. Estrada(6) | DCP | — | — | 275,402 | — | 1,484,172 | | | DSUs | — | — | 206,688 | — | 1,113,860 | | Soon Chai Gooi(5) | DCP | — | — | — | — | — | | John Page | DCP | 164,036 | — | 131,003 | — | 1,028,783 | | Kailash Narayanan | DCP | 49,010 | — | 49,725 | — | 306,866 |

  264. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) The amounts include base pay deferrals, short-term cash incentive award deferrals paid under the Performance-Based Compensation Plan, as well as deferrals representing the value of the fully vested shares based on the closing share price of Keysight common stock on the vesting date paid out in accordance with the terms of Keysight’s LTP Program for Fiscal Year 2025. The base pay portion of the amounts reflected above is included in the amount reported as “Salary” in the Summary Compensation Table for Fiscal Year 2025 for Mr. Page, $115,000. The short-term cash incentive award portion of the amounts reflected above is included in the amount reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for Fiscal Year 2025 as follows: for Mr. Dougherty, $191,813, Mr. Narayanan, $49,010 and Mr. Page $49,036. The amounts reflected above do not include performance shares under the LTI Program based on grants that were made in Fiscal Year 2025 as no deferrals were elected. |

  265. NON-QUALIFIED DEFERRED COMPENSATION

    | (2) The amounts reflected are not included in the Summary Compensation Table for Fiscal Year 2025. These amounts consist of dividends, interest, and change in market value (including with respect to shares) attributed to each executive officer’s entire account balance during Fiscal Year 2025, which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation itself. Such earnings were not preferential or above-market. |

  266. NON-QUALIFIED DEFERRED COMPENSATION

    | (3) The following amounts included in this column for the DCP have also been reported in the Summary Compensation Table as compensation for a prior fiscal year: Mr. Dhanasekaran, $1,584,170 and Mr. Dougherty, $2,401,567. The aggregate grant date fair value of the fully vested deferred performance shares under the LTI Program included in this column for the DCP was reported in the Summary Compensation Table as compensation for a prior Fiscal Year for Mr. Dougherty, $806,066. The DSU amounts included in this column for Mr. Dougherty and Ms. Estrada represent the market value of the shares underlying their DSUs, which were originally granted on November 5, 2014. The aggregate grant date fair value of the DSUs included in this column for Mr. Dougherty was reported in the Summary Compensation Table as compensation for a prior Fiscal Year in the amount of $734,943. |

  267. NON-QUALIFIED DEFERRED COMPENSATION

    | (4) On November 5, 2014, Mr. Dougherty was granted restricted stock units covering 48,701 shares of Keysight common stock, and he elected to defer the settlement of fifty percent (50%) of those shares until his separation from service pursuant to the terms of the Stock Plan (in which case settlement shall occur within 15 days after the 6-month anniversary of such separation (or, if earlier, within 15 days after his death)). |

  268. NON-QUALIFIED DEFERRED COMPENSATION

    | (5) Mr. Gooi does not live in the United States and is not eligible to participate in the Deferred Compensation Plan. |

  269. NON-QUALIFIED DEFERRED COMPENSATION

    | (6) On November 5, 2014, Ms. Estrada was granted restricted stock units covering 24,350 shares of Keysight common stock, and she elected to defer the settlement of twenty-five percent (25%) of those shares until her separation from service pursuant to the terms of the Stock Plan (in which case settlement shall occur within 15 days after the 6-month anniversary of such separation (or, if earlier, within 15 days after her death)). |

  270. NON-QUALIFIED DEFERRED COMPENSATION

    | 84 2026 Proxy Statement | |

  271. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Set forth below is a description of the plans and agreements that could result in potential payments to our NEOs in the case of their termination of employment and/or a change of control of Keysight.

  272. TERMINATION AND CHANGE OF CONTROL TABLE

    | (11) For information regarding potential payments upon termination under the Deferred Compensation Plan or other similar arrangement and the Retirement Plan, and the Supplemental Benefit Retirement Plan, in which our NEOs participate, see “Non-Qualified Deferred Compensation” and “Pension Benefits” above. |

  273. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, Keysight is providing the following information about the relationship of the annual total compensation of its employees to the annual total compensation of Mr. Dhanasekaran, our current President and CEO. To understand this disclosure, we believe that it is important to give context to Keysight’s operations. Keysight’s corporate headquarters is in Santa Rosa, California and has employees in over 30 countries. As a global organization, approximately 73% of Keysight’s employees were located outside of the U.S. as of October 31, 2025. The countries with the largest number of our employees are the United States, Malaysia, India, China, and Germany. Keysight is engaged in a very competitive industry, and its success depends on its ability to attract, motivate, and retain highly qualified, talented, and creative employees. Consistent with our executive compensation program, Keysight’s global compensation programs take into account the position an employee holds and the geography in which the employee is located. Our programs are designed to be competitive on both of these measures. Accordingly, our pay structures vary among our employees based on position, geographic location, and consideration of local competitive market practices.

  274. PAY RATIO

    PAY RATIO

  275. PAY RATIO

    | FY2025 CEO Pay Ratio | | | CEO Annual Total Compensation* | $18,020,109 | | Median Employee Annual Total Compensation | $85,838 | | CEO to Median Employee Pay Ratio | 210:1 |

  276. PAY RATIO

    | * Total compensation as reported in the “Total” column of the Summary Compensation Table |

  277. IDENTIFICATION OF MEDIAN EMPLOYEE

    | PAY VERSUS PERFORMANCE DISCLOSURE |

  278. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  279. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for First PEO(1) | Compensation Actually Paid to First PEO(2) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to Second PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Company- Selected Measure: Non-GAAP EPS(5) | | | | | | | | | Company TSR(3) | S&P 500 Information Technology(3),(4) | | | | (a) | (b)(1) | (c)(1) | (b)(2) | (c)(2) | (d) | (e) | (f) | (g) | (h) | (i) | | Fiscal Year 2025 | $18,020,109 | $22,733,067 | N/A | N/A | $7,043,473 | $8,384,659 | $174.46 | $318.88 | $850 | $7.16 | | Fiscal Year 2024 | $12,353,196 | $12,926,242 | N/A | N/A | $4,628,656 | $5,193,905 | $142.09 | $231.83 | $614 | $6.27 | | Fiscal Year 2023 | $10,750,924 | $1,202,075 | N/A | N/A | $4,716,675 | ($2,927,770) | $116.38 | $153.29 | $1,057 | $8.33 | | Fiscal Year 2022 | $9,499,068 | $10,547,936 | $19,806,359 | $22,749,122 | $6,530,106 | $7,590,753 | $166.06 | $117.16 | $1,124 | $7.63 | | Fiscal Year 2021 | N/A | N/A | $18,566,410 | $54,695,186 | $5,023,313 | $12,061,622 | $171.66 | $146.93 | $894 | $6.23 |

  280. PAY VERSUS PERFORMANCE TABLE

    | (1) The dollar amounts reported in column (b)(1) for Mr. Dhanasekaran (“PEO 1”) are the amounts of compensation reported in the “Total” column of the Summary Compensation Table for Fiscal Years 2025, 2024, 2023 and 2022, as PEO 1 was appointed as our President and Chief Executive Officer on May 1, 2022. The dollar amounts reported in column (b)(2) for Mr. Nersesian (“PEO 2”) are the amounts of compensation reported in the “Total” column of the Summary Compensation Table for Fiscal Year 2022 and 2021, as PEO 2 served as our President and Chief Executive Officer through April 30, 2022. The table below sets forth the Non-PEO NEO’s for Fiscal Years 2025, 2024, 2023, 2022 and 2021. |

  281. PAY VERSUS PERFORMANCE TABLE

    | Year | Non-PEO NEOs | | 2025 | Neil P. Dougherty, Ingrid A. Estrada, Soon Chai Gooi, Kailash Narayanan, and John Page | | 2024 | Neil P. Dougherty, Soon Chai Gooi, Ingrid A. Estrada and Mark A. Wallace | | 2023 | Neil P. Dougherty, Ronald S. Nersesian, Soon Chai Gooi, Ingrid A. Estrada and Mark A. Wallace | | 2022 | Neil P. Dougherty, Soon Chai Gooi, Ingrid A. Estrada and Mark A. Wallace | | 2021 | Neil P. Dougherty, Satish C. Dhanasekaran, Soon Chai Gooi and Mark A. Wallace |

  282. PAY VERSUS PERFORMANCE TABLE

    | (2) Compensation Actually Paid (“CAP”) reflects the exclusions and inclusions for the PEOs and Non-PEO NEOs set forth below. |

  283. PAY VERSUS PERFORMANCE TABLE

    | 92 2026 Proxy Statement | |

  284. PAY VERSUS PERFORMANCE TABLE

    | PEO 1 | | Fiscal Year 2025 | | Summary Compensation Table Total | | $18,020,109 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | ($15,345,176) | | + | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $17,466,749 | | + | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | ± | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $2,224,049 | | ± | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $581,565 | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($155,624) | | + | Value of Dividends Paid During Fiscal Year not Otherwise Included in Fair Value Amounts | $0 | | - | Change in Pension Value During Fiscal Year | ($124,422) | | + | Pension Service Cost During Fiscal Year | $65,817 | | Compensation Actually Paid | | $22,733,067 |

  285. PAY VERSUS PERFORMANCE TABLE

    | Average Non-PEO Named Executive Officers | | Fiscal Year 2025 | | Summary Compensation Table Total | | $7,043,473 | | - | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | ($4,823,337) | | + | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $5,000,966 | | + | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $482,932 | | ± | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $542,985 | | ± | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $239,902 | | - | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($49,565) | | + | Value of Dividends Paid During Fiscal Year not Otherwise Included in Fair Value Amounts | $0 | | - | Change in Pension Value During Fiscal Year | ($87,702) | | + | Pension Service Cost During Fiscal Year | $35,005 | | Average Compensation Actually Paid to Named Executive Officers | | $8,384,659 |

  286. PAY VERSUS PERFORMANCE TABLE

    | (3) Dollar values assume $100 was invested for the cumulative period from October 31 2022, through the end of the listed fiscal year, in either the Company or the peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |

  287. PAY VERSUS PERFORMANCE TABLE

    | (4) For purposes of this disclosure, the peer group used is the S&P Information Technology Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended October 31, 2025. |

  288. PAY VERSUS PERFORMANCE TABLE

    | (5) “Adjusted Non-GAAP EPS” was determined to be the “most important” financial performance metric used to link performance to CAP for Fiscal Year 2025. A reconciliation to the comparable GAAP financial measure can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended October 31, 2025, filed with the SEC on December 17, 2025. |

  289. PAY VERSUS PERFORMANCE TABLE

    | | 2026 Proxy Statement 93 |

  290. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Section 1. Number of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies (the “Whole Board”). No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director. Section 2. Board Terms. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the Board of Directors shall until the annual meeting of stockholders to be held in 2029 (the “2029 Annual Meeting”) assign the directors, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible. The directors assigned to the first class, who are elected at the 2026 annual meeting of stockholders, shall be elected for a three-year term ending in 2029. Commencing with the election of directors at the 2027 annual meeting of stockholders, the directors assigned to the class who are elected at the 2027 annual meeting of stockholders shall be elected for a one-year term ending at the next annual meeting of

  291. BOARD OF DIRECTORS

    | 110 2026 Proxy Statement | |

  292. BOARD OF DIRECTORS

    stockholders. The directors assigned to the class who are elected at the 2028 annual meeting of stockholders shall be elected for a one-year term ending at the next annual meeting of stockholders. Commencing with the election of directors at the 2029 Annual Meeting, the Board of Directors shall no longer be classified, and all of the directors shall be elected annually and shall hold office until the next annual meeting of stockholders, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. Notwithstanding the foregoing, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Section 3. Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum of the Board of Directors, and in the event that there is only one director remaining in office, by such sole remaining director, and directors so chosen at any time after the 2026 annual meeting of stockholders shall hold office (i) in the event of a newly created directorship or vacancy occurring prior to the election of directors at the 2029 Annual Meeting, until the next election of the class of directors for which such director shall have been chosen and (ii) in the event of a newly created directorship or vacancy occurring from and after the election of directors at the 2029 Annual Meeting, until the next annual meeting of stockholders and, in each case, until such director’s successor shall have been elected and qualified. Section 4. Removal. Subject to the rights of any series of Preferred Stock to elect additional directors under specified circumstances, any individual director or directors may be removed from office at any time, by the affirmative vote of the holders of at least the majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class; provided that (i) until the election of directors at the 2029 Annual Meeting, such removal may be only for cause and (ii) commencing with the election of directors at the 2029 Annual Meeting, such removal may be with or without cause. Section 5. Election by Ballot. The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation (the “Bylaws”) so provide. Section 6. Notice. Advance notice of stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws.” FOURTH: The foregoing amendment has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Keysight Technologies, Inc. has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this day of , 2026.

  293. BOARD OF DIRECTORS

    | KEYSIGHT TECHNOLOGIES, INC. | | By: | | Name: | | Title:” |

  294. BOARD OF DIRECTORS

    | | 2026 Proxy Statement 111 |