Agilent Technologies Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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

AGILENT TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 31, 2026, Bret DiMarco, Senior Vice President, Chief Legal Officer and Secretary of Agilent Technologies, Inc. (the “Company”), entered into a transition and general release agreement with the Company (the “Transition Agreement”) pursuant to which Mr. DiMarco will resign from such roles upon the earlier to occur of the start date of a new Chief Legal Officer or September 30, 2026. In any event, Mr. DiMarco will continue as a Special Advisor in order to provide transitional assistance through December 1, 2026.

While serving as a Special Advisor, Mr. DiMarco will be paid a base salary at the annualized rate of $350,000, will remain eligible to participate in the Company’s group health and welfare plans and will continue vesting in outstanding Company equity awards in accordance with their terms, however, Mr. DiMarco will not be eligible for additional equity grants or for the payment of an annual bonus in respect of the Company’s 2026 fiscal year. Following completion of Mr. DiMarco’s service as Special Advisor and subject to his execution (and the effectiveness) of a supplemental release of claims pursuant to the Transition Agreement, Mr. DiMarco will be paid a lump sum payment in an amount equal to (i) one times his current base salary and target bonus less (ii) the amount of base salary paid in respect of his service as a Special Advisor.

The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by the full text of the Transition Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.