Keysight Technologies 10-Q 2026-01-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-36334

KEYSIGHT TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware						46-4254555
(State or other jurisdiction of						(IRS employer
incorporation or organization)						Identification no.)
1400 Fountaingrove Parkway
Santa Rosa			California			95403
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (800) 829-4444

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.01 per share			KEYS			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding at February 27, 2026 was 171,502,495.

TABLE OF CONTENTS

									Page Number
Part I.			Financial Information						3
			Item 1.			Condensed Consolidated Financial Statements (Unaudited)			3
						Condensed Consolidated Statement of Operations			3
						Condensed Consolidated Statement of Comprehensive Income			4
						Condensed Consolidated Balance Sheet			5
						Condensed Consolidated Statement of Cash Flows			6
						Condensed Consolidated Statement of Equity			7
						Notes to Condensed Consolidated Financial Statements			8
			Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			36
			Item 4.			Controls and Procedures			37
Part II.			Other Information						37
			Item 1.			Legal Proceedings			37
			Item 1A.			Risk Factors			38
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			53
			Item 5.			Other Information			53
			Item 6.			Exhibits			54
Signatures									55

PART I. FINANCIAL INFORMATION

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)

(Unaudited)

									Three Months Ended
									January 31,
															2026						2025
Revenue:
Products															$	1,225					$	983
Services and other															375						315
Total revenue															1,600						1,298
Costs and expenses:
Cost of products															486						375
Cost of services and other															119						103
Total costs															605						478
Research and development															303						249
Selling, general and administrative															447						361
Other operating expense (income), net															(3)						(8)
Total costs and expenses															1,352						1,080
Income from operations															248						218
Interest income															16						19
Interest expense															(29)						(20)
Other income (expense), net															(37)						(18)
Income before taxes															198						199
Provision (benefit) for income taxes															(83)						30
Net income															$	281					$	169
Net income per share:
Basic															$	1.64					$	0.97
Diluted															$	1.63					$	0.97
Weighted average shares used in computing net income per share:
Basic															172						173
Diluted															173						174

The accompanying notes are an integral part of these condensed consolidated financial statements.

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)

									Three Months Ended
									January 31,
															2026						2025
Net income															$	281					$	169
Other comprehensive income (loss):
Gain (loss) on derivative instruments, net of tax benefit (expense) of $(1) and zero															6						(1)
Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of $2 and zero															(6)						(5)
Foreign currency translation, net of tax benefit (expense) of $4 and zero															53						(73)
Change in net actuarial loss and prior service cost associated with defined benefit plan, net of tax benefit (expense) of $(4) and zero															(4)						—
Other comprehensive income (loss)															49						(79)
Total comprehensive income															$	330					$	90

The accompanying notes are an integral part of these condensed consolidated financial statements.

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)

(Unaudited)

			January 31, 2026						October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents			$	2,178					$	1,873
Accounts receivable, net			914						939
Inventory			1,048						1,050
Other current assets			561						486
Total current assets			4,701						4,348
Property, plant and equipment, net			757						795
Operating lease right-of-use assets			229						236
Goodwill			3,474						3,424
Other intangible assets, net			1,251						1,304
Long-term investments			147						211
Long-term deferred tax assets			330						373
Other assets			592						610
Total assets			$	11,481					$	11,301
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable			$	334					$	355
Employee compensation and benefits			329						399
Deferred revenue			729						652
Income and other taxes payable			196						207
Operating lease liabilities			52						51
Other accrued liabilities			165						186
Total current liabilities			1,805						1,850
Long-term debt			2,534						2,534
Retirement and post-retirement benefits			75						75
Long-term deferred revenue			237						232
Long-term operating lease liabilities			186						193
Other long-term liabilities			439						536
Total liabilities			5,276						5,420
Commitments and contingencies (Note 13)

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The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. This report contains forward-looking statements which include, but are not limited to predictions, future guidance, projections, beliefs, and expectations about the company’s trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, earnings from our foreign subsidiaries, remediation activities, new solution and service introductions, the ability of our solutions to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of government regulations on our ability to conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our completed acquisitions and other transactions, and our transition to lower-cost regions. The forward-looking statements involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, the impacts of increased trade tensions such as an imposition of or increase in tariffs and tightening of export control regulations, slowing demand for products or services, volatility in financial markets, reduced access to credit, changes in interest rates or currency exchange rates, the existence of political or economic instability, impacts of geopolitical tension and conflict in regions outside of the U.S., the impact of new and ongoing litigation, impacts related to net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including but not limited to those risks and uncertainties discussed in Part II Item 1A and elsewhere in this Form 10-Q.

Basis of Presentation

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations, or cash flows. Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30, and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarter periods.

Overview and Executive Summary

Keysight Technologies, Inc. (“we,” “us,” “our,” “Keysight” or “the company”), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics markets, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services. Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity. We deliver this value through a broad range of design, emulation, and test solutions that address the critical challenges our customers face in bringing their innovations to market on ever-shorter schedules.

We invest in research and development (“R&D”) to align our business with available markets and position the company for growth. Our R&D efforts focus on the development of new software and hardware products, as well as improvements to existing products, and solutions aligned to the industries that we serve. We anticipate that we will continue to have significant R&D expenditures in order to maintain our competitive position with a continuous flow of innovative, high-quality software,

solutions, products, and services. We remain committed to investment in R&D and have focused our development efforts on strategic opportunities to capture future growth.

Acquisition of Spirent Communications plc

In the fourth quarter of fiscal 2025, we acquired all of the outstanding common stock of Spirent Communications plc (“Spirent”) for $1,415 million, net of $127 million cash acquired, using existing cash. For the three months ended January 31, 2026, our acquisition of Spirent resulted in incremental revenue of $88 million. In our discussion of changes in our results of operations, we have qualitatively disclosed the impact of the Spirent acquisition.

Impact of U.S. government tariffs

Changes to U.S. tariff policy, which resulted in broad-based increases in tariff rates, impacted our financial results for the three months ended January 31, 2026. Notwithstanding the recent decision by the United States Supreme Court on February 20, 2026, litigation continues in the federal courts regarding the treatment (including recoverability) of certain tariffs. We continue to closely monitor and assess the potential impact of ongoing tariff actions on our results, and take steps across multiple vectors to reduce the impact. This multipronged mitigation approach spans our global manufacturing footprint and sourcing strategies, as well as pricing and cost actions. For additional discussion of risks related to tariffs and trade relations, please refer to the risk factor, in Part II, Item 1A. Risk Factors.

Three months ended January 31, 2026 and 2025

Total orders for the three months ended January 31, 2026 were $1,645 million, an increase of 30 percent compared to the same period last year. Foreign currency movements had a favorable impact of 1 percentage point, and acquisitions had a favorable impact of 7 percentage points, on the year-over-year change. Orders increased across all regions.

Revenue for the three months ended January 31, 2026 was $1,600 million, an increase of 23 percent compared to the same period last year. Foreign currency movements had a favorable impact of 1 percentage point, and acquisitions had a favorable impact of 8 percentage points, on the year-over-year change. Revenue increased in both the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (“EISG”). Revenue from CSG and EISG represented 70 percent and 30 percent, respectively, of total revenue for the three months ended January 31, 2026.

Net income for the three months ended January 31, 2026 was $281 million compared to $169 million for the same period last year. The increase in net income for the three months ended January 31, 2026 was primarily driven by higher revenue, higher income tax benefit due to a net benefit from a favorable audit settlement and net gains on derivative instruments, partially offset by incremental costs from acquired businesses, net losses on equity investments, higher amortization of acquisition-related balances, impact of tariffs, and higher variable people-related costs.

Outlook

Our first-to-market solutions strategy enables customers to develop new technologies and accelerate innovation and provides a platform for Keysight's long-term growth. Our customers are expected to continue to make R&D investments in certain next-generation technologies and applications, including evolution of 5G, early 6G, quantum computing, high-speed data center networks and infrastructure, satellite networks, artificial intelligence (“AI”), industrial internet of things (“IoT”), defense modernization, and next generation electric vehicles, and autonomous vehicles. We continue to engage actively with our customers and closely monitor the macroeconomic environment, including tariffs, trade restrictions and tightening of export control regulations, monetary and fiscal policies, and geopolitical tensions. We remain confident in the long-term secular growth trends of our markets and our ability to outperform in a variety of market conditions.

Critical Accounting Policies and Estimates

There were no material changes during the three months ended January 31, 2026 to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

Adoption of New Accounting Pronouncements

See Note 1, “Overview and Summary of Significant Accounting Policies,” to the condensed consolidated financial statements for a description of new accounting pronouncements.

Currency Exchange Rate Exposure

Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates due to our global operating, investing, and financing activities. We hedge revenues, expenses, and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short-term and anticipated basis. The result of these hedging activities are included in the condensed consolidated balance sheet and condensed consolidated statement of operations. We may experience some fluctuations within individual lines of the condensed consolidated balance sheet and condensed consolidated statement of operations because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, and monetary assets and liabilities. Our cash flow hedging program is designed to hedge short-term currency movements based on a rolling period of up to twelve months. Therefore, we are exposed to currency fluctuations over the longer term. To the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, we may enter into foreign exchange contracts to reduce the risk that currency movements will impact the U.S. dollar cost of the transaction.

Results from Operations - Three months ended January 31, 2026 and 2025

A summary of our results is as follows:

									Three Months Ended															Year-over-Year
									January 31,															Change
															2026						2025												Three Months
															(in millions, except percentages)
Revenue															$	1,600					$	1,298											23%
Gross margin															62.2		%				63.1		%										(1) ppt
Research and development															$	303					$	249											22%
Percentage of revenue															19		%				19		%										—
Selling, general and administrative															$	447					$	361											24%
Percentage of revenue															28		%				28		%										—
Other operating expense (income), net															$	(3)					$	(8)											(58)%
Income from operations															$	248					$	218											14%
Operating margin															15.5		%				16.8		%										(1) ppt
Interest income															$	16					$	19											(16)%
Interest expense															$	(29)					$	(20)											46%
Other income (expense), net															$	(37)					$	(18)											106%
Income before taxes															$	198					$	199											—
Provision (benefit) for income taxes															$	(83)					$	30											—
Net income															$	281					$	169											67%

Revenue

Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Returns are recorded in the period received from the customer and historically have not been material.

The following table provides the percentage change in revenue for the three months ended January 31, 2026 by geographic region and the impact of foreign currency movements as compared to the same period last year.

															Year-over-Year Change
									Three Months Ended
									January 31, 2026
Geographic Region															Actual						Currency Impact Favorable (Unfavorable)
Americas															23%						—
Europe															27%						7 ppts
Asia Pacific															21%						—
Total revenue															23%						1 ppt

Refer to the “Segment Overview” section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information on changes in revenue during the three months ended January 31, 2026.

Gross Margin, Operating Margin, and Income Before Taxes

Gross margin for the three months ended January 31, 2026 decreased 1 percentage point compared to the same period last year, primarily driven by the impact of tariffs, higher amortization of acquisition-related balances, and higher people-related costs, partially offset by higher revenue volume and favorable gross margin impact from acquisitions.

R&D expense for the three months ended January 31, 2026 increased 22 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, continued investments in key growth opportunities in our end markets and leading-edge technologies, and higher variable people-related costs.

Selling, general and administrative expense for the three months ended January 31, 2026 increased 24 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, higher people-related costs, and higher amortization of acquisition-related balances.

Other operating expense (income), net for the three months ended January 31, 2026 was income of $3 million compared to income of $8 million for the same period last year.

Operating margin for the three months ended January 31, 2026 decreased 1 percentage point compared to the same period last year, primarily due to gross margin declines.

Interest income for the three months ended January 31, 2026 was $16 million compared to $19 million for the same period last year and primarily relates to interest earned on our cash balances. Interest expense for three months ended January 31, 2026 was $29 million compared to $20 million for the same period last year and primarily relates to interest on our senior notes.

Other income (expense), net for the three months ended January 31, 2026 was expense of $37 million compared to expense of $18 million for the same period last year. The increase in other expense, net for the three months ended January 31, 2026 is primarily driven by net losses on equity investments, partially offset by net gains on derivative instruments and lower amortization of actuarial losses.

As of January 31, 2026 and 2025, our headcount was approximately 16,600 and 15,400, respectively. The increase is primarily driven by acquisitions.

Income Taxes

We calculate income taxes for interim reporting periods by applying the estimated annual effective tax rate to year-to-date results and adjusting for tax items that are discrete to each period.

The following table provides income tax details:

									Three Months Ended
									January 31,
															2026						2025
															(in millions, except percentages)
Income before taxes															$	198					$	199
Provision (benefit) for income taxes															$	(83)					$	30
Effective tax rate															(42)		%				15		%

For the three months ended January 31, 2026 and 2025, we recorded an income tax benefit of $83 million and income tax expense of $30 million, respectively, resulting in an effective tax rate of (42%) and 15%, respectively. The effective tax rate is generally lower than the U.S. federal statutory rate of 21% primarily due to favorable tax rates on certain earnings from operations in lower tax jurisdictions, partially offset by U.S. tax on Global Intangible Low-Taxed Income (“GILTI”) inclusions.

For the three months ended January 31, 2026, we recorded net income tax benefits of $106 million from discrete items, driven by $93 million of net benefit from a favorable audit settlement and an $8 million release of reserves due to the expiration of the statute of limitations.

As of January 31, 2026 and October 31, 2025, our long-term income tax liabilities for unrecognized tax benefits were $172 million and $241 million, respectively. The decrease primarily reflected the release of $67 million of uncertain tax positions in connection with an audit settlement in January 2026 as well as an $8 million release of reserves due to the expiration of the statute of limitations, offset by current year increases of $6 million.

Segment Overview

We have two reportable operating segments, CSG and EISG. The profitability of each of the segments is measured after excluding share-based compensation expense, amortization of acquisition-related balances, acquisition and integration costs, restructuring costs, interest income, interest expense, and other items.

A significant portion of the segments’ expenses arise from allocated corporate charges, expenses related to our centralized sales force, and global services, marketing, and technology functions that are provided to the segments in order to realize economies of scale and to efficiently use resources. Corporate charges include legal, accounting, real estate, insurance, information technology, treasury, and other corporate infrastructure expenses. Segment allocations are determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to, or benefits received by, the segments. Newly acquired businesses are not allocated these charges until integrated into our shared services and corporate infrastructure.

Communications Solutions Group

CSG serves customers spanning the global commercial communications and aerospace, defense, and government end markets. The group’s solutions consist of electronic design, emulation, and test software, instrumentation, systems, and related services. These solutions are used in the design, simulation, validation, manufacturing, installation, and optimization of communication systems in wireless, wireline (data center ecosystem), enterprise, and aerospace, defense, and government end markets. Our recent acquisition of Spirent adds wireless network test and assurance and positioning technology solutions to our portfolio, complementing our design, validation, and performance offerings to deliver end-to-end solutions to our customers.

Revenue

									Three Months Ended																		Year- over-Year
									January 31,																		Change
															2026						2025												Three Months
															(in millions)
Total revenue															$	1,124					$	883											27%

CSG revenue for the three months ended January 31, 2026 increased 27 percent compared to the same period last year. Foreign currency movements had a favorable impact of 1 percentage point, and acquisitions had a favorable impact of 10 percentage points on the year-over-year change. Revenue grew across all regions and in both the commercial communications and the aerospace, defense, and government end markets. The increase in revenue was primarily driven by demand in high-speed networks to support the growing need for AI capabilities and aerospace and defense solutions. Our customers continued their R&D spend in next-generation technologies and applications, including AI-driven data center expansion, ongoing 5G standards development and deployment, 400G/800G/1.6T Ethernet, development of new communications technologies (e.g., 6G, Open Radio Access Networks, commercial non-terrestrial networks, quantum), high-speed networking, and major defense and government programs worldwide.

Our commercial communications end market revenue for the three months ended January 31, 2026 increased 33 percent year-over-year and represented 67 percent of total CSG revenue. Revenue grew across all regions. The year-over-year increase in revenue was primarily driven by our customers R&D spend in terabit solutions and expanding 400G/800G/1.6T transceiver manufacturing capacity to meet rising demand for AI capabilities. We continued to see investments in high-speed networks due to increasing need for AI capabilities in the data center infrastructure ecosystem, which drove demand for our 400G/800G Ethernet solutions, both in R&D and manufacturing.

Our aerospace, defense, and government end market revenue for the three months ended January 31, 2026 increased 18 percent year-over-year and represented 33 percent of total CSG revenue. Revenue growth in the Americas and Europe was partially offset by a decline in Asia Pacific. The year-over-year increase in revenue was primarily driven by strong growth in

radar and spectrum operations coupled with space and satellite solutions. We continue to see investments in defense modernization and new technologies.

Gross Margin and Operating Margin

									Three Months Ended															Year- over-Year
									January 31,															Change
															2026						2025												Three Months
															(in millions, except percentages)
Gross margin															68.5		%				68.0		%										—
Research and development															$	203					$	168											21%
Selling, general and administrative															$	260					$	198											31%
Other operating expense (income), net															$	(2)					$	(6)											(60)%
Income from operations															$	309					$	240											29%
Operating margin															27.5		%				27.2		%										—

Gross margin for the three months ended January 31, 2026 was flat compared to the same period last year, as higher revenue volume and favorable gross margin impact from acquisitions were offset by the impact of tariffs and higher people-related costs.

R&D expense for the three months ended January 31, 2026 increased 21 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, continued investments in key growth opportunities in our end markets and leading-edge technologies and higher variable people-related costs.

Selling, general and administrative expense for the three months ended January 31, 2026 increased 31 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, higher people-related costs, and higher infrastructure costs.

Other operating expense (income), net for the three months ended January 31, 2026 was income of $2 million compared to income of $6 million for the same period last year.

Operating margin for the three months ended January 31, 2026 was flat compared to the same period last year, driven by flat movements in gross margin and operating expenses as a percentage of sales.

Electronic Industrial Solutions Group

EISG serves customers across a diverse set of end markets focused on automotive and energy, semiconductor solutions, and general electronics. The group's solutions consist of electronic design, emulation, test and simulation software, instrumentation, systems, computer-aided engineering solutions, and related services. These solutions are used in the design, simulation, validation, manufacturing, installation, and optimization of electronic equipment.

Revenue

									Three Months Ended																		Year-over-Year
									January 31,																		Change
															2026						2025												Three Months
															(in millions)
Total revenue															$	476					$	415											15%

EISG revenue for the three months ended January 31, 2026 increased 15 percent compared to the same period last year. Foreign currency movements had a favorable impact of 2 percentage points, and acquisitions had a favorable impact of 3 percentage points on the year-over-year change. Revenue increased in Europe and Asia Pacific, partially offset by a decline in the Americas. Revenue increased across all markets. The increase in revenue was driven by AI-driven demand for advanced semiconductor technologies, software-defined vehicles and autonomous driving, industrial IoT, digital health, and fab capacity.

Gross Margin and Operating Margin

									Three Months Ended																		Year-over-Year
									January 31,																		Change
															2026						2025												Three Months
															(in millions, except percentages)
Gross margin															62.4		%				61.1		%										1 ppt
Research and development															$	76					$	62											22%
Selling, general and administrative															$	92					$	79											17%
Other operating expense (income), net															$	(1)					$	(2)											(54)%
Income from operations															$	130					$	114											14%
Operating margin															27.2		%				27.4		%										—

Gross margin for the three months ended January 31, 2026 increased 1 percentage point compared to the same period last year, primarily driven by higher revenue volume and favorable gross margin impact from acquisitions, partially offset by the impact of tariffs and higher people-related costs.

R&D expense for the three months ended January 31, 2026 increased 22 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, continued investments in key growth opportunities in our end markets and leading-edge technologies, and higher variable people-related costs.

Selling, general and administrative expense for the three months ended January 31, 2026 increased 17 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, higher people-related costs, and higher infrastructure costs.

Other operating expense (income), net for the three months ended January 31, 2026 was income of $1 million compared to income of $2 million for the same period last year.

Operating margin for the three months ended January 31, 2026 was flat compared to the same period last year, as higher operating expenses as a percentage of sales were offset by gross margin gains.

Financial Condition

Liquidity and Capital Resources

Our liquidity is affected by many factors, including normal ongoing operations of our business and fluctuations due to global economics and markets. Our cash balances are generated and held in many locations throughout the world. Under certain circumstances, U.S. and local government regulations may limit our ability to move cash balances to meet cash needs.

Overview of Cash Flows

Our key cash flow activities were as follows:

			Three Months Ended
			January 31,
			2026						2025
			(in millions)
Net cash provided by operating activities			$	441					$	378
Net cash used in investing activities			$	(44)					$	(33)
Net cash used in financing activities			$	(99)					$	(74)

Operating Activities

Cash flows from operating activities can fluctuate significantly from period to period due to working capital needs, the timing of payments for income taxes, variable pay, pension funding, and other items that impact reported cash flows.

Net cash provided by operating activities increased $63 million during the three months ended January 31, 2026 compared to the same period last year.

• Net income for the three months ended January 31, 2026 increased $112 million compared to the same period last year. Non-cash adjustments to net income were $152 million higher, primarily due to a $90 million increase in unrealized losses on investments in equity securities, a $32 million increase in amortization, a $14 million increase in share-based compensation expense, a $9 million decrease in deferred tax benefit, a $7 million increase in depreciation

expense, and a $5 million increase in other non-cash expenses, partially offset by a $5 million gain on sale of investments.

• The aggregate change in accounts receivable, inventory, and accounts payable provided net cash of $17 million during the first three months of fiscal 2026 compared to net cash provided of $11 million in the same period last year. The amount of cash flow generated from or used by the aggregate of accounts receivable, inventory, and accounts payable depends upon the cash conversion cycle, which represents the number of days that elapse from the day we pay for the purchase of raw materials and components to the collection of cash from our customers and can be significantly impacted by the timing of shipments and purchases, as well as collections and payments in a period.

• The aggregate of income taxes payable and receivable used net cash of $94 million during the first three months of fiscal 2026 compared to net cash provided of $29 million in the same period last year, primarily driven by a current year income tax benefit due to one-time discrete tax items (see Note 5, “Income Taxes,” for additional information), partially offset by income tax accruals.

• The aggregate movements in other assets and liabilities used net cash of $6 million during the first three months of fiscal 2026 compared to net cash provided of $78 million in the same period last year, primarily driven by changes in derivative assets and liabilities (see Note 9, “Derivatives,” for additional information), higher payroll-related payments, net of accruals, higher interest payments, net of accruals, partially offset by changes in deferred revenue and other assets and liabilities.

Investing Activities

Our investing activities primarily include investments in property, plant and equipment and acquisitions of businesses to support our strategy and growth.

Net cash used in investing activities increased $11 million during the three months ended January 31, 2026 compared to the same period last year, primarily driven by $16 million cash used for acquisition activities and $2 million increase in cash used for purchases of property, plant and equipment, partially offset by $7 million proceeds from the sale of investments.

Financing Activities

Our financing activities primarily include proceeds from issuance of common stock under employee stock plans, tax payments related to net share settlement of equity awards, issuances and repayment of debt and related costs, and treasury stock repurchases.

Net cash used in financing activities increased $25 million during the three months ended January 31, 2026 compared to the same period last year, primarily driven by a $13 million payment of acquisition-related deferred consideration and $12 million higher treasury stock repurchases.

Treasury Stock Repurchases

On November 24, 2025, our board of directors approved a new stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock, of which $1,413 million of common stock remained as of January 31, 2026. It replaced the program previously approved in March 2023, under which $110 million of common stock remained. The stock repurchase program may be commenced, suspended, or discontinued at any time at the company’s discretion and does not have an expiration date. See “Issuer Purchases of Equity Securities” under Part II Item 2 for additional information.

Debt

			January 31, 2026						October 31, 2025
			(in millions)
Senior Notes (par value)			$	2,550					$	2,550
Revolving Credit Facility			$	750					$	750

Senior Notes

There have been no changes to the principal, maturity, interest rates and interest payment terms of our senior notes during the three months ended January 31, 2026 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

Revolving Credit Facility

On July 30, 2021, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”), which provides a $750 million five-year unsecured revolving credit facility that expires on July 30, 2026. Borrowings under the facility bear an annual interest rate of SOFR + 1.1 percent including a facility fee of 0.1 percent per annum. In addition, the Revolving Credit Facility permits the company, subject to certain customary conditions, on one or more occasions to request to

increase the total commitments under the Revolving Credit Facility by up to $250 million in the aggregate. We may use amounts borrowed under the Revolving Credit Facility for general corporate purposes. As of January 31, 2026 and October 31, 2025, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the three months ended January 31, 2026.

See Note 10, “Debt,” for additional information.

Cash and cash requirements

Cash

			January 31, 2026						October 31, 2025
			(in millions)
Cash, cash equivalents and restricted cash			$	2,195					$	1,890
U.S.			$	488					$	573
Non-U.S.			$	1,707					$	1,317

Our cash and cash equivalents mainly consist of investments in institutional money market funds investments, short-term deposits held at major global financial institutions, and similar short duration instruments with original maturities of three months or less. We continuously monitor the creditworthiness of the financial institutions and money market fund asset managers with whom we invest our funds. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. Most significant international locations have access to internal funding through an offshore cash pool for working capital needs. In addition, a few locations that are unable to access internal funding have access to temporary local overdraft and short-term working capital lines of credit.

Cash requirements

We have cash requirements to support working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt, and other liquidity requirements associated with our operations. We generally intend to use available cash and funds generated from our operations to meet these cash requirements. In the event that additional liquidity is required, we may also borrow under the Revolving Credit Facility and/or issue new debt.

There were no other material changes to the cash requirements from our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

During the three months ended January 31, 2026, we released $56 million of uncertain tax positions resulting from an audit settlement. We believe that we have an adequate provision for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. Given the numerous tax years and matters that remain subject to examination in various tax jurisdictions, the ultimate resolution of current and future tax examinations could be inconsistent with management’s current expectations.

For the remainder of fiscal 2026, we do not expect to contribute to our U.S. defined benefit plans and U.S. post-retirement benefit plan, and expect to contribute $10 million to our non-U.S. defined benefit plans. The amounts we contribute depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates, and other factors. See Note 11, “Retirement Plans and Post-Retirement Benefit Plans,” for additional information.

We expect capital spending to be approximately $160 million in 2026, primarily for investments in capacity expansion and technology investments.

As of January 31, 2026, we believe our cash and cash equivalents, cash generated from operations, and our ability to access capital markets and credit lines will satisfy our cash needs for the foreseeable future both globally and domestically.

Quantitative and qualitative disclosures about market risk appear in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

In the first quarter of fiscal 2026, we entered into fixed to floating interest rate swap contracts with an aggregate notional amount of $600 million in connection with our 2034 Senior Notes. Additionally, in the first quarter of fiscal 2026, we entered into cross-currency swaps with an aggregate notional amount of $300 million to mitigate foreign currency exposure related to a portion of our Japanese Yen net investment in certain foreign subsidiaries. See Note 9, “Derivatives,” in Part 1 Item 1 for additional information.

There were no other material changes during the three months ended January 31, 2026 to this information reported in our 2025 Annual Report on Form 10-K.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents. We challenged the validity of claims of eight of these patents at the U.S. Patent and Trademark Office (“USPTO”), with all or most claims being found invalid in each challenged patent. Centripetal is appealing seven of these findings and in January 2026 the Federal Circuit Court of Appeals affirmed the decision of the USPTO invalidating all claims of one of the challenged patents. In addition, in February 2022 Centripetal filed complaints in Germany alleging infringement of three of Centripetal’s German patents. Keysight challenged the validity of the claims of these patents in German nullity or European Patent Office (“EPO”) opposition procedures. Two of the three patents were invalidated and the appeals process has ended. In one of those cases, Centripetal was ordered to repay Keysight’s costs associated with defense of the case. The third patent had all but one claim invalidated at trial and is under appeal. In April 2022, Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight violated Section 337 of the Tariff Act (“Section 337”) and should be enjoined from importing certain products that are manufactured outside of the U.S. and which are alleged to infringe Centripetal patents. On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated. Centripetal has appealed this determination and in January 2026 the Federal Circuit Court of Appeals had a hearing about the ITC findings as well as the USPTO findings invalidating 18 of 20 claims of one of the patents asserted by Centripetal at the ITC. The lawsuit before the Federal District Court in Virginia is stayed pending the finalization of appeals of the ITC findings and validity challenges. On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court (“UPC”) alleging that certain Keysight products sold in Germany, France, Italy, and the Netherlands infringe a European Centripetal patent. In December 2025, the UPC issued its written determination that Keysight did not infringe the patent. Keysight also challenged the validity of the patent using EPO opposition procedures and the EPO revoked the patent in its hearing in November 2025. Centripetal is appealing both the UPC and EPO’s determinations. We continue to deny all the Centripetal allegations and are aggressively defending each case.

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to Global Intangible Low-Taxed Income (“GILTI”) under IRC § 951A (the “tax regulations”). The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. During the third quarter of fiscal year 2024, we concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. In response, we amended our U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the condensed consolidated financial statements. We believe the position meets the more likely than not recognition threshold.

On January 23, 2025, we filed a lawsuit against the United States of America in the United States Court of Federal Claims seeking a tax refund of $107 million, or such greater amount allowed by law, plus any other amount, including interest and cost, allowed by law. We intend to vigorously defend our position. The outcome cannot be predicted with certainty. If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, most likely resulting in a material increase in the effective tax rate and income tax liability.

Although there are no matters pending that we currently believe are probable and reasonably possible of having a material impact to our business, consolidated financial position, results of operations, or cash flows, the outcome of litigation is inherently uncertain and is difficult to predict. An adverse outcome in any outstanding lawsuit or proceeding could result in significant monetary damages or injunctive relief. If adverse results are above management’s expectations or are unforeseen, management may not have accrued for the liability, which could impact our results in future periods.

We are also involved in lawsuits, claims, investigations, and other proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business.

Risks, Uncertainties and Other Factors That May Affect Future Results

Risks Related to Our Business

Economic, political, and other risks associated with international sales and operations could adversely affect our results of operations.

Because we operate our businesses and sell our solutions worldwide, our businesses are subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total revenue. However, there can be no assurances that our international sales will continue at existing levels or grow in accordance with our effort to increase foreign market penetration. In addition, many of our employees, contract manufacturers, suppliers, and manufacturing facilities are located outside the U.S. Accordingly, our future results could be negatively impacted by a variety of factors, including, but not limited to:

• inability to conduct business in certain countries or regions or with certain customers due to U.S. sanctions or trade restrictions;

• inability to sell certain products, technologies, or services to countries, regions, facilities, or customers due to sanctions or trade restrictions;

• uncertainty regarding the U.S. government’s announced tariffs, potential changes to existing tariffs and whether additional tariffs may be imposed, modified or suspended;

• changes in a specific country's or region's political, economic or other conditions, including but not limited to changes that favor national interests such as the imposition of or increase in tariffs and reciprocal tariffs, and economic volatility;

• negative consequences from changes in tax laws;

• difficulty in protecting and enforcing intellectual property rights;

• injunctions or exclusion orders related to intellectual property disputes;

• interruptions to transportation flows for delivery of parts to us and finished goods to our customers;

• supply chain disruptions;

• changes in foreign currency exchange rates;

• difficulty in staffing and managing foreign operations;

• local competition;

• differing labor regulations;

• unexpected changes in regulatory requirements;

• conflicting regulatory requirements within the jurisdictions in which we operate;

• inadequate local infrastructure;

• potential incidences of corruption and fraudulent business practices; and

• volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism, and war.

We centralize most of our accounting processes at two locations: India and Malaysia. If conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers. Our results of operations, as well as our liquidity, may be adversely affected and possible delays may occur in reporting financial results.

Further, even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage similar risks.

Volatility and uncertainty in general economic conditions may adversely affect our operating results and financial condition.

Our business is sensitive to negative changes in general economic conditions, both inside and outside the U.S. Global and regional economic volatility and uncertainty, inflation, and potential recession has and may continue to impact our business, resulting in:

• increased cost to manufacture products or deliver solutions;

• reduced customer purchasing power;

• reduced demand for our solutions and services and reduced, delayed, or canceled orders;

• increased risk of excess and obsolete inventory;

• increased risk of supply chain shortages;

• increased price pressure on our solutions and services; and

• greater risk of impairment to the value, and a detriment to the liquidity, of our future investment portfolio.

In addition, global and regional macroeconomic developments, such as uncertainty related to future economic activity, increased tariff rates and reciprocal tariffs, volatility in financial and capital markets, reduced access to credit, changing interest rates, decreased liquidity, uncertain or destabilizing national elections and reactions to national election results, political violence and unrest in the U.S., the U.K., Europe, and Asia, and negative changes or volatility in general economic conditions in those regions could negatively affect our ability to conduct business in those territories. Financial difficulties experienced by our suppliers and customers due to economic volatility could result in product delays, reduced purchasing power, delays in payment or inability to pay us, and inventory issues. Economic risks related to accounts receivable could result in delays in collection and greater bad debt expense.

Economic and political policies favoring national interests could adversely affect our results of operations.

Nationalistic economic policies and political trends such as sanctions or trade restrictions, including those on advanced computing and semiconductor manufacturing and design software, withdrawal from or re-negotiation of global trade agreements, increased tariffs and reciprocal tariffs, tax and local content policies that favor domestic industries and interests, changes to immigration laws or enforcement and other similar actions may result in conflicting local or regional requirements, increased transaction costs, reduced ability to hire employees, reduced access to components, supplies and materials, reduced demand or access to customers, and inability to conduct our operations as they have been conducted historically. Each of these factors may adversely affect our business.

There have been recent and ongoing changes to U.S. tariff policy, resulting in broad-based increases in tariff rates. Commencing in the second quarter of fiscal 2025, new U.S. tariffs applying to imports from all countries were announced, including significantly higher rates on imports from China. In response, several countries, including China, have imposed or threatened to impose retaliatory measures on imports from the U.S. The U.S. government has announced various modifications and delays to its tariff policy and further changes may be made in the future. Notwithstanding the decision by the United States Supreme Court on February 20, 2026 in Learning Resources, Inc. et al v. Trump, litigation continues in the federal courts regarding the treatment (including recoverability) of certain tariffs. Many of our suppliers, vendors, customers, partners, and other entities with whom we do business have strong ties to doing business in China and other countries impacted by the increased tariffs. Their ability to supply materials to us, buy products or services from us, or otherwise work with us is affected by their ability to do business in impacted countries. Continued uncertainty around trade policy could substantially change our cost of operating in such jurisdictions. Moreover, these tariffs and any other trade restrictions imposed on our customers or suppliers could adversely affect our financial results and position through reduced demand for our products and solutions, cancelled orders, supply chain disruptions, increased transaction costs, and increased expenses. If the U.S.’ relationship with countries subject to increased tariffs results in additional trade disputes, trade protection measures, retaliatory actions and increased barriers, policies that favor domestic industries, or increased import or export licensing requirements or restrictions, then our deployment of resources in jurisdictions affected by such measures could be misaligned and our operations may be adversely affected.

Volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism, and war could result in market instability, which could negatively impact our business results.

We are a

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Rule 10b5-1 Trading plans

During the three months ended January 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.

Exhibit
Number						Description
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Extension Schema Document
101.CAL						XBRL Extension Calculation Linkbase Document
101.LAB						XBRL Extension Label Linkbase Document
101.PRE						XBRL Extension Presentation Linkbase Document
101.DEF						XBRL Extension Definition Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KEYSIGHT TECHNOLOGIES, INC.

Dated:			March 5, 2026			By:			/s/ Neil Dougherty
									Neil Dougherty
									Executive Vice President and Chief Financial Officer
									(Principal Financial Officer)
Dated:			March 5, 2026			By:			/s/ Lisa M. Poole
									Lisa M. Poole
									Vice President and Corporate Controller
									(Principal Accounting Officer)