Item 1.01. Entry into a Material Definitive Agreement.
On June 25, 2026, Agilent Technologies, Inc. (the “Company”) closed the sale of $600 million in aggregate principal amount of its 4.900% Senior Notes due 2032 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and in offshore transactions to non-U.S. persons pursuant to Regulation S under the Securities Act (the “Offering”). The Notes were offered and sold in the Offering pursuant to a Purchase Agreement, dated June 22, 2026, by and among the Company, Citigroup Global Markets Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC, as representatives of the several initial purchasers named therein (the “Initial Purchasers”).
Fourth Supplemental Indenture
The Notes were issued pursuant to the Indenture, dated as of March 12, 2021 (the “Base Indenture”), between the Company and Citibank, N.A., as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of June 25, 2026, between the Company and the Trustee (the “Fourth Supplemental Indenture” and the Base Indenture, as so supplemented by the Fourth Supplemental Indenture, the “Indenture”) with the following principal terms.
The Notes were issued at a price of 99.968% of their principal amount. The Notes will mature on January 15, 2032 and bear interest at a fixed rate of 4.900% per annum, in each case payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2027. The Notes are the Company’s senior unsecured obligations, ranking equally in right of payment with the Company’s other existing and future unsubordinated debt and senior in right of payment to any of its future subordinated debt. The Notes are not guaranteed by any of the Company’s subsidiaries.
The Notes are redeemable, in whole or in part, at any time prior to December 15, 2031 (one month prior to the maturity date of the Notes) (the “Par Call Date”), at the Company’s option, at a redemption price equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus 10 basis points, less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case of (1) or (2), accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. In addition, upon the occurrence of a Change of Control Repurchase Event (as defined in the Fourth Supplemental Indenture) with respect to the Notes, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.
The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur liens and enter into sale and lease-back transactions and limit the Company’s ability to consolidate, merge or sell substantially all of its assets, subject to certain exceptions.
The Notes are subject to customary events of default, including: (a) the Company’s failure to pay principal or premium, if any, on the Notes when due at maturity, upon redemption or otherwise; (b) the Company’s failure to pay interest on the Notes for 30 days after the interest becomes due and payable; (c) the Company’s failure to repurchase Notes tendered for repurchase following the occurrence of a Change of Control Repurchase Event; (d) the Company’s failure to perform, or its breach of, any other covenant, warranty or agreement in the Indenture for 90 days after either the Trustee or holders of at least 25% in principal amount of the outstanding Notes have given the Company notice of the default in the manner required by the Indenture; (e) the Company’s default in the performance, or breach, of its obligations regarding a consolidation, merger or sale of assets, and (f) specified events involving the Company’s bankruptcy, insolvency or reorganization.
The descriptions above are summaries and are qualified in their entirety by the Base Indenture, the Fourth Supplemental Indenture and the form of Global Note, filed or incorporated by reference as Exhibits No. 4.1, 4.2 and 4.3 hereto, respectively, and, in each case, incorporated by reference herein. Any capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Indenture.
