Keysight CEO Dhanasekaran files Form 4 for equity awards

Rhea-AI Filing Summary

Keysight Technologies (KEYS) President and CEO Satish Dhanasekaran reported equity transactions reflecting routine compensation awards and related tax withholding. On November 19, 2025, he received 15,776 shares of Keysight common stock under the Long-Term Performance Program and was granted additional restricted stock units that convert into 33,266 shares of common stock, vesting in four equal annual installments starting one year after the grant date.

To cover tax liabilities on the release of performance and restricted shares, he surrendered 7,822 shares at $174.61 per share on November 19, 2025 and 4,050 shares at $169.67 per share on November 20, 2025 back to Keysight. After these transactions, he beneficially owned 144,889.255 shares of Keysight common stock in direct form.

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^*

Dhanasekaran Satish

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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	11/19/2025		A(1)		15,776	A	$0	123,495.255	D
Common Stock	11/19/2025		F(2)		7,822	D	$174.61	115,673.255	D
Common Stock	11/19/2025		A(3)		33,266	A	$0	148,939.255	D
Common Stock	11/20/2025		F(4)		4,050	D	$169.67	144,889.255	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. On November 19, 2025, pursuant to the Keysight Technologies, Inc. Long-Term Performance Program, 15,776 shares of common stock of Keysight Technologies, Inc. were awarded to the reporting person.

2. The reporting person surrendered 7,822 shares to Keysight to satisfy the tax liability on the release of the Long-Term Performance shares in accordance with Rule 16b-3.

3. Common stock underlying restricted stock units ("RSUs") granted on November 19, 2025 pursuant to the Keysight 2014 Equity and Incentive Compensation Plan. The RSUs vest in equal installments on each of the first four anniversaries of the grant date.

4. The reporting person surrendered 4,050 shares to Keysight to satisfy tax liability on the release of restricted shares in accordance with Rule 16b-3.

Remarks:

	Jeffrey K. Li, Attorney-in-fact for Satish Dhanasekaran	11/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Keysight (KEYS) report for its CEO?

The President and CEO of Keysight Technologies, Satish Dhanasekaran, reported awards of 15,776 shares of common stock and new restricted stock units for 33,266 shares, along with share surrenders to cover tax liabilities.

How many Keysight (KEYS) shares were granted to the CEO under performance and equity plans?

On November 19, 2025, the CEO received 15,776 shares under the Long-Term Performance Program and RSUs representing 33,266 shares under the Keysight 2014 Equity and Incentive Compensation Plan.

Why did the Keysight (KEYS) CEO surrender shares in this Form 4 filing?

He surrendered 7,822 shares and 4,050 shares back to Keysight to satisfy tax liabilities related to the release of performance and restricted shares, as permitted under Rule 16b-3.

At what prices were the surrendered Keysight (KEYS) shares valued?

The surrendered shares were valued at $174.61 per share for 7,822 shares on November 19, 2025 and $169.67 per share for 4,050 shares on November 20, 2025.

How many Keysight (KEYS) shares does the CEO own after these transactions?

Following the reported transactions, the Keysight President and CEO beneficially owned 144,889.255 shares of the company’s common stock in direct ownership.

How do the Keysight (KEYS) RSUs for the CEO vest?

The restricted stock units granted on November 19, 2025 vest in four equal annual installments on each of the first four anniversaries of the grant date.