KEYS

• Keysight Technologies increased its Board size from 10 to 11 members and appointed Scott Reese to fill the vacancy, effective August 26, 2026.
• He will serve on the Audit and Finance and Nominating and Corporate Governance Committees.
• Reese previously served as President and CEO of GE Vernova Electrification Software and spent nearly two decades at Autodesk.
• He will receive one-half of the standard annual director compensation for the plan year ending February 28, 2027.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• GAAP net income was $397 million ($2.30 diluted EPS), up from $191 million ($1.10) a year ago.
• Non-GAAP net income was $531 million ($3.07 diluted EPS), up from $297 million ($1.72) a year ago.
• Q4 FY2026 revenue guidance: $1.930B–$1.950B; non-GAAP EPS guidance: $3.34–$3.40.
• Communications Solutions Group revenue rose 43% YoY; Electronic Industrial Solutions Group rose 21%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• GAAP net income was $349 million ($2.02 per diluted share), compared to $257 million ($1.49 per share) in Q2 2025.
• Non-GAAP net income was $497 million ($2.87 per diluted share), up from $295 million ($1.70 per share) a year ago.
• Orders exceeded $2 billion, reaching $2,051 million, up from $1,316 million in the prior-year quarter.
• The company raised its full-year outlook and expects Q3 FY2026 revenue of $1.730-$1.750 billion and non-GAAP EPS of $2.43-$2.49.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The new facility is a $750 million five-year unsecured revolving credit facility expiring April 21, 2031, with possible extension.
• Keysight may request to increase total commitments by up to $350 million in the aggregate, subject to customary conditions.
• The agreement includes customary covenants, including restrictions on liens, subsidiary indebtedness, and financial ratio maintenance.
• Citibank, N.A. serves as administrative agent for the lenders under the agreement.

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Three directors were elected to three-year terms: Satish C. Dhanasekaran, Richard P. Hamada, and Kevin Stephens, each receiving over 129 million votes in favor.
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, with 153,912,612 votes for and 1,754,367 against.
• An advisory resolution approving named executive officer compensation for fiscal 2025 passed with 132,780,142 votes for and 8,660,901 against.
• A management proposal to declassify the Board of Directors was approved (141,492,880 for), and a stockholder proposal to allow special shareholder meetings passed (91,569,450 for).

5.07 Submission of Matters to a Vote of Security Holders

• John Page, Senior Vice President, Global Services, announced his intent to step down and retire from Keysight on March 12, 2026.
• His retirement will occur before the end of Keysight's fiscal year, which ends October 31, 2026.
• He is retiring for personal reasons and not due to any disagreement with the Company.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• GAAP net income was $281 million, or $1.63 per diluted share, compared to $169 million, or $0.97 per share, a year ago.
• Non-GAAP net income was $376 million, or $2.17 per diluted share, versus $317 million, or $1.82 per share, in Q1 FY2025.
• Cash flow from operations was $441 million and free cash flow was $407 million, both up from the prior-year period.
• Q2 FY2026 revenue guidance is $1.690 billion to $1.710 billion, with non-GAAP EPS of $2.27 to $2.33.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Non-GAAP net income for Q4 was $331 million ($1.91 per share), up from $288 million ($1.65 per share) in Q4 FY2024.
• Fiscal year 2025 revenue was $5.37 billion, up from $4.98 billion; GAAP net income was $846 million ($4.89 per share) versus $614 million ($3.51 per share) in FY2024.
• The Communications Solutions Group (CSG) reported Q4 revenue of $990 million, up 11% YoY; Electronic Industrial Solutions Group (EISG) reported $429 million, up 9% YoY.
• The Board authorized a new $1.5 billion share repurchase program, effective immediately, replacing the previous program.
• Q1 FY2026 revenue guidance is $1.53-$1.55 billion; non-GAAP EPS guidance is $1.95-$2.01.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits