Keysight Issues Q3 2025 Results Release; Non-GAAP Adjustments Detailed

Rhea-AI Filing Summary

Keysight Technologies furnished a Form 8-K stating that on August 19, 2025 the company issued a press release reporting financial results for the third fiscal quarter ended July 31, 2025, and that the press release is attached as Exhibit 99.1. The filing explains the company provides non-GAAP financial measures to supplement GAAP results so investors can view performance "through the eyes" of management, noting non-GAAP measures exclude items such as amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and other one-time adjustments. The company clarifies this non-GAAP information is not an alternative to GAAP and may differ from non-GAAP measures used by other companies. Additional explanation of the non-GAAP information is included in Exhibit 99.1.

Positive

• Timely disclosure of a press release announcing third fiscal quarter results for the period ended July 31, 2025
• Clear explanation that non-GAAP measures are used to supplement GAAP and the types of items excluded

Negative

• No financial figures or quantitative results are included in the Form 8-K text itself
• Non-GAAP measures may exclude material items such as acquisition amortization and restructuring, and are not a substitute for GAAP

Insights

Financial Analyst

TL;DR: Company announced Q3 results via press release and emphasized supplemental non-GAAP metrics; no financial figures included in this filing.

The filing notifies investors that Keysight issued a press release for the quarter ended July 31, 2025, but does not include any revenue, profit, guidance or other numeric results within the Form 8-K text. The company restates its policy of presenting non-GAAP measures to aid comparability and internal performance assessment, and discloses typical exclusions such as amortization, stock compensation, acquisition-related costs and restructuring. Because the filing furnishes the press release as Exhibit 99.1 rather than filing it, the current Form 8-K primarily serves as disclosure of the release and methodology for non-GAAP presentation rather than as a source of financial detail for analysis.

Corporate Governance Expert

TL;DR: Disclosure follows standard practice by furnishing a press release and explaining non-GAAP adjustments; governance implications are routine.

The company clearly states the press release is "furnished" and not "filed" under the Exchange Act and provides the rationale for presenting non-GAAP measures. This transparency on the treatment and limitations of non-GAAP metrics aligns with common disclosure practices and helps set investor expectations. The filing does not disclose any governance changes, material transactions, or executive actions within the 8-K text itself, so governance impact from this specific filing appears limited.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2025

KEYSIGHT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36334

46-4254555

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1400 Fountaingrove Parkway									95403
Santa Rosa			CA
(Address of principal executive offices)									(Zip Code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading symbol			Name on 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Section 13(a) of the Exchange Act. ☐

Item 2.02.              Results of Operations and Financial Condition.

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

On August 19, 2025, Keysight Technologies, Inc. (the “Company”) issued its press release announcing financial results for the third fiscal quarter ended July 31, 2025. A copy of this press release is attached hereto as Exhibit 99.1.

We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors’ overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results “through the eyes” of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information is used to facilitate management’s internal comparisons to the Company’s historical operating results, comparisons to competitors’ operating results and guidance provided to investors. Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operations decision making. We believe that the inclusion of comparative numbers provides consistency in our financial reporting.

This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and others, including any one-time adjustments that may have a material effect on the Company’s expenses and income from operations calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the Company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.

Additional explanation of non-GAAP information is provided in Exhibit 99.1.

Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:

Exhibit No.						Description
99.1						Press release announcing financial results for the third fiscal quarter ended July 31, 2025
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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SIGNATURE

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 hereunto duly authorized.

			KEYSIGHT TECHNOLOGIES, INC.
			By:			/s/ Jeffrey K. Li
			Name:			Jeffrey K. Li
			Title:			Senior Vice President, General Counsel and Secretary
Date: August 19, 2025

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EXHIBIT INDEX

Exhibit No.						Description
99.1						Press release announcing financial results for the third fiscal quarter ended July 31, 2025
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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FAQ

What did KEYS disclose in the Form 8-K dated August 19, 2025?

The Form 8-K states Keysight furnished a press release announcing financial results for the third fiscal quarter ended July 31, 2025 and attached the release as Exhibit 99.1.

Does the Form 8-K include Keysight's Q3 financial numbers?

No. The Form 8-K references the press release but does not include any revenue, profit, guidance, or other numeric financial results in the filing text.

What non-GAAP items does Keysight say it excludes?

The filing lists exclusions including amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and other one-time adjustments.

Is the attached press release considered "filed" with the SEC?

No. The Form 8-K states the information and Exhibit 99.1 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Why does Keysight use non-GAAP measures?

The company says non-GAAP information provides supplemental insight into operational performance, helps management comparisons to historical results and competitors, and enhances transparency on core financial performance.