Keysight (NYSE: KEYS) director surrenders shares to satisfy tax liability

Rhea-AI Filing Summary

Keysight Technologies director Ronald S. Nersesian reported a routine share surrender related to taxes. On January 12, 2026, he surrendered 5,012.320 shares of Keysight common stock at $206.35 per share, classified as a transaction code F. According to the disclosure, these shares were surrendered to satisfy the tax liability on a distribution of deferred compensation.

After this tax-related transaction, Nersesian beneficially owned 193,376.739 shares of Keysight common stock, held directly. The filing reflects an administrative adjustment for tax purposes rather than a discretionary open-market sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nersesian Ronald S.

(Last) (First) (Middle)

1400 FOUNTAINGROVE PARKWAY

(Street)

SANTA ROSA CA 95403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Keysight Technologies, Inc. [ KEYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/12/2026		F(1)		5,012.32	D	$206.35	193,376.739	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person surrendered 5,012.320 shares to satisfy the tax liability on the distribution of deferred compensation, prior to completion of the transaction on January 12, 2026.

Remarks:

	Jeffrey K. Li, Attorney-in-fact for Ronald S. Nersesian	01/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did KEYS director Ronald S. Nersesian report?

Ronald S. Nersesian reported a transaction code F in which he surrendered 5,012.320 shares of Keysight common stock on January 12, 2026 to cover taxes on a distribution of deferred compensation.

How many KEYS shares did Ronald S. Nersesian surrender and at what price?

He surrendered 5,012.320 shares of Keysight common stock at a price of $206.35 per share, as disclosed in the Form 4.

Why did the KEYS director surrender shares instead of selling them on the market?

The footnote states that the reporting person surrendered 5,012.320 shares to satisfy the tax liability on a distribution of deferred compensation, making this a tax-related share surrender rather than a discretionary sale.

How many KEYS shares does Ronald S. Nersesian own after this transaction?

Following the reported transaction, Ronald S. Nersesian beneficially owned 193,376.739 shares of Keysight common stock, held directly.

What is transaction code F in the KEYS Form 4 filing?

In this context, transaction code F indicates that shares were surrendered to satisfy tax withholding obligations associated with a distribution of deferred compensation.

Is Ronald S. Nersesian an officer or director of Keysight Technologies (KEYS)?

The Form 4 identifies Ronald S. Nersesian as a director of Keysight Technologies, Inc. and not as an officer or 10% owner.