Agilent Technologies, Inc S-3ASR, filed Sep 1, 2026
Agilent Technologies, Inc. (A)
Table of Contents
As filed with the Securities and Exchange Commission on September 1, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| Delaware |
77-0518772 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5301 Stevens Creek Blvd.
Santa Clara, California 95051
(800) 227-9770
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Padraig McDonnell
Director, President and Chief Executive Officer
Agilent Technologies, Inc.
5301 Stevens Creek Blvd.
Santa Clara, CA 95051
(800) 227-9770
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Michael Buckner Shirley Qin Agilent Technologies, Inc. 5301 Stevens Creek Blvd. Santa Clara, California 95051 (800) 227-9770 |
Alan J. Fishman Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 |
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act.
Table of Contents
PROSPECTUS
Debt Securities
This prospectus contains a general description of certain material terms of the debt securities which we may offer for sale from time to time. The debt securities may be offered in one or more different series, each of which will have terms and conditions distinct from the terms and conditions of each other series of debt securities offered pursuant to this prospectus. The specific terms and conditions of the debt securities to be offered from time to time, to the extent they are not described in this prospectus or are different than those described in this prospectus, will be contained in one or more supplements to this prospectus, which will be provided when we make an offering of such debt securities. A supplement may also contain other important information concerning Agilent Technologies, Inc., the debt securities being offered or the offering, including certain U.S. federal income tax consequences and, in certain circumstances, the consequences under the tax laws of other countries to which you may become subject if you acquire the debt securities being offered by means of that supplement and this prospectus. A supplement may also supplement, change or update information contained in this prospectus, and we may supplement, change or update any of the information contained in this prospectus by incorporating information by reference in this prospectus. Read this prospectus and any supplement carefully before you invest.
The debt securities will be issued by Agilent Technologies, Inc. See “Description of Debt Securities.”
Unless we state otherwise in a prospectus supplement, we will not list any of the debt securities described in this prospectus on any securities exchange.
Investing in our securities involves risk. See “Risk Factors” beginning on page 5 of this prospectus and under similar headings in the documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
The date of this prospectus is September 1, 2026.
Table of Contents
| 1 | ||||
| 2 | ||||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| 17 | ||||
| 19 | ||||
| 20 | ||||
| 21 | ||||
| 22 | ||||
-i-
Table of Contents
References in this prospectus to “Agilent,” “our company,” “we,” “us” and “our” are to Agilent Technologies, Inc., a Delaware corporation, including, unless otherwise expressly stated or the context otherwise requires, its subsidiaries.
This prospectus is part of an automatic registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration procedure as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, (the “Securities Act”). Under this procedure, we may offer and sell debt securities from time to time in one or more series in one or more offerings. No limit exists on the aggregate amount of the debt securities we may sell pursuant to the registration statement. The debt securities sold may be denominated in U.S. dollars, foreign-denominated currency or currency units. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign-denominated currency or currency units as specified in the prospectus supplement.
This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we, or parties acting on our behalf, will provide you with a prospectus supplement that contains specific information about the terms of that offering and the debt securities being sold in that offering. We may also add, update or change information contained in this prospectus through one or more supplements to this prospectus. Any statement that we make in this prospectus may be modified or superseded by any statement made by us in a prospectus supplement, and in the event the information set forth in a prospectus supplement differs in any way from the information set forth in this prospectus, you should rely on the information set forth in the prospectus supplement. The rules of the SEC allow us to incorporate by reference information into this prospectus. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede such information. See “Incorporation by Reference.”
You should read both this prospectus and any prospectus supplement together with the additional information described herein under the captions “Where You Can Find More Information” and “Incorporation by Reference.”
Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of Agilent since the date hereof or that the information contained or incorporated by reference herein is correct as of any time subsequent to the date of such information. You should not assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate as of any date other than the respective date of the document in which the information is contained. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Any prospectus supplement may also contain information about any material U.S. federal income tax considerations relating to the debt securities covered by the prospectus supplement and, in certain circumstances, the consequences under the tax laws of other countries to which you may become subject if you acquire the debt securities being offered by means of that supplement and this prospectus.
We may sell debt securities to underwriters who will sell the debt securities to the public on terms fixed at the time of sale. In addition, the debt securities may be sold by us directly or through dealers or agents designated from time to time, which agents may be affiliates of ours. If we, directly or through agents, solicit offers to purchase the debt securities, we reserve the sole right to accept and, together with our agents, to reject, in whole or in part, any offer. The prospectus supplement will also contain, with respect to the debt securities being sold, the names of any underwriters, dealers or agents, together with the terms of offering, the compensation of any underwriters and the net proceeds to us. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, or the Securities Act.
-1-
Table of Contents
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference, contains “forward-looking statements” within the meaning of the federal securities law. Examples of such forward-looking statements include statements regarding:
| • | growth opportunities, including for revenue and in our end markets, new product and service introductions; |
| • | strength and drivers of the markets into which we sell; |
| • | sales funnels; |
| • | our strategic direction; |
| • | new product and service introductions and the position of our current products and services; |
| • | the position and strength of our businesses, products and services; |
| • | market demand for and adoption of our products and solutions; |
| • | the ability of our products and solutions to address customer needs and meet industry requirements; |
| • | our focus on differentiating our product solutions, improving our customers’ experience, productivity and growing our earnings, leveraging our product platforms to maximize growth, our investments, including in manufacturing infrastructure, research and development and expanding and improving our applications and solutions portfolios, expanding our position in developing countries and emerging markets; |
| • | future financial results; |
| • | our operating margin; |
| • | our investments, including in manufacturing infrastructure; |
| • | research and development and expanding and improving our applications and solutions portfolios; |
| • | our contributions to our pension and other defined benefit plans; |
| • | impairment of goodwill and other intangible assets; |
| • | the impact of foreign currency movements; |
| • | our hedging programs and other actions to offset the effects of tariffs and foreign currency and interest rate movements; |
| • | our future effective tax rate, tax valuation allowance and unrecognized tax benefits, reimbursement incentives; |
| • | the impact of local government regulations on our ability to pay vendors or conduct operations; |
| • | our ability to satisfy our liquidity requirements, including through cash generated from operations; |
| • | the potential impact of adopting new accounting pronouncements; |
| • | indemnification obligations; |
| • | source and supply of materials used in our products; |
| • | our sales, our purchase commitments, and our capital expenditures; |
| • | the integration, effects and timing of our acquisitions and other transactions; |
| • | savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives; |
-2-
Table of Contents
| • | our stock repurchase program and dividends; |
| • | our geographical diversification; |
| • | macroeconomic environment, geopolitical uncertainties, and market conditions, including relating to or arising from changes to tariffs, import/export or trade policies, the recovery and health of our end-markets, seasonality, mix, future financial results; and |
| • | interest rates, inflationary pressures and local regulations and restrictions, that involve risks and uncertainties. |
The words “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from such statements, including those described in the “Risk Factors” sections of this prospectus and under the heading “Risk Factors” in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, that are incorporated by reference herein. There may also be other risks that we are unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus, any prospectus supplement or any other document incorporated by reference into this prospectus or any prospectus supplement. We undertake no obligation to update publicly or revise any forward-looking statements, unless obligated by law to do so.
3
Table of Contents
Agilent Technologies, Inc. is a global leader in life sciences, diagnostics and applied markets, providing application-focused solutions that include instruments, software, services and consumables for the entire laboratory workflow. Agilent’s mission is to provide trusted answers through its advanced instrumentation, comprehensive consumables and reagents, world-class services and deep understanding of customers’ business workflows.
Agilent serves diverse end-markets, including pharmaceutical and biotechnology companies, clinical and diagnostic testing laboratories, academic research institutions, and government and environmental agencies, as well as food, energy and chemical industries. Agilent’s portfolio of products and services addresses the full range of laboratory workflow needs—from sample preparation to data analysis—enabling customers to achieve better outcomes and faster discoveries.
Agilent operates through three business segments: Life Sciences and Diagnostics Markets, Agilent CrossLab and Applied Markets. Our Life Sciences and Diagnostics Markets segment is comprised of seven areas of activity. We provide specialty contract development and manufacturing services for pharmaceutical customers as well as solutions that include reagents, instruments, software and consumables which enable customers in the clinical and life sciences research areas to interrogate samples at the cellular and molecular level. Our Agilent CrossLab segment spans the entire lab with its extensive services and consumables portfolio in addition to software and laboratory automation solutions, which are designed to improve customer outcomes and represents a broad range of offerings designed to serve customer needs across end-markets and applications. Our Applied Markets segment provides application-focused solutions that include instruments and software that enable customers to identify, quantify and analyze the physical and biological properties of substances and products.
In addition, we conduct centralized order fulfillment and supply chain operations for our businesses through the order fulfillment and supply chain organization (“OFS”). OFS provides resources for manufacturing, engineering and strategic sourcing to our respective businesses. Each of our businesses, together with OFS, is supported by our global infrastructure organization, which provides shared services in the areas of finance, information technology, legal, certain procurement services, workplace services and human resources.
We sell our products primarily through direct sales, but we also utilize distributors, resellers, manufacturers’ representatives and electronic commerce. As of July 31, 2026, we employed approximately 18,200 people worldwide. Our primary research and development and manufacturing sites are in California, Colorado, Delaware, Massachusetts, Texas and Vermont in the U.S. and in Australia, Canada, China, Denmark, Germany, Italy, Japan, Malaysia, Singapore and the United Kingdom.
We were incorporated in Delaware in May 1999. Our principal executive offices are located at 5301 Stevens Creek Boulevard, Santa Clara, California 95051. Our telephone number at that location is (800) 227-9770. Our home page on the Internet is www.agilent.com. Other than the information expressly set forth in this prospectus, the information contained, or referred to, on our website is not part of this prospectus or any accompanying prospectus supplement.
-4-
Table of Contents
Investing in our securities involves risk. You should carefully consider the specific risks discussed or incorporated by reference in the applicable prospectus supplement, together with all the other information contained in the prospectus supplement or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the caption “Risk Factors” in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, which is incorporated by reference in this prospectus, and which may be amended, supplemented or superseded from time to time by other reports and documents we file with the SEC in the future.
-5-
Table of Contents
We will use the net proceeds we receive from the sale of the debt securities offered by this prospectus for general corporate purposes, unless we specify otherwise in the applicable prospectus supplement. General corporate purposes may include, but are not limited to, repurchases of our outstanding shares of common stock, additions to working capital, capital expenditures, repayment of debt and the financing of acquisitions and investments.
-6-
Table of Contents
DESCRIPTION OF DEBT SECURITIES
References to the “Issuer” or “Agilent” in this section of this prospectus are only to Agilent Technologies, Inc. and not to any of its subsidiaries.
Agilent may issue debt securities, including convertible debt securities, in one or more series. While the terms summarized below will apply generally to any future debt securities Agilent may offer under this prospectus, the applicable prospectus supplement or free writing prospectus will describe the specific terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities Agilent offers under a prospectus supplement or free writing prospectus may differ from terms we describe below.
Agilent will evidence each series of debt securities offered under this prospectus that it issues by the indenture (the “base indenture”), dated as of March 12, 2021, between Agilent and Citibank, N.A. (the “trustee”). The base indenture is included as an exhibit to the registration statement, of which this prospectus is a part, and supplemental indentures, officer’s certificates and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that Agilent files with the SEC. Unless the context requires otherwise, whenever Agilent refers to the “indenture,” Agilent is referring to the base indenture as supplemented by any supplemental indentures or officer’s certificates that specify the terms of a particular series of debt securities.
The indenture is qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.
The following summaries of material provisions of the debt securities and the indenture are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. Agilent urges you to read the applicable prospectus supplement and any related free writing prospectuses related to the debt securities that Agilent may offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities.
General
Agilent will set forth in a prospectus supplement or free writing prospectus, to the extent required, among other things, the following terms of the series of debt securities being offered:
| • | the title of the series of the debt securities; |
| • | any limit on the aggregate principal amount of the debt securities of a series; |
| • | the date or dates on which Agilent will pay the principal of the debt securities; |
| • | the rate or rates at which the debt securities will bear interest or, if applicable, the method used to determine such rate or rates; |
| • | the date or dates from which interest will accrue, the date or dates on which interest will be payable and any record date for the interest payable on any interest payment date; |
| • | the place or places where principal of and any premium and interest on the debt securities of the series will be payable; |
| • | any optional redemption provisions and any change of control put provisions; |
| • | if other than the principal amount thereof, the amounts payable upon a declaration of acceleration of the maturity of the debt securities; |
| • | the issue date; |
-7-
Table of Contents
| • | the issue price (expressed as a percentage of the aggregate principal amount of the debt securities) at which the debt securities will be issued; |
| • | whether the debt securities will be issued in the form of definitive debt securities or global debt securities and, if issued in the form of global debt securities, the identity of the depositary for such global debt security or debt securities; |
| • | any additions to, deletions of or changes in the events of default which apply to the debt securities; |
| • | if the debt securities will be convertible into or exchangeable for shares of common stock, preferred stock or other securities of Agilent; |
| • | any additions to, deletions of or changes in the covenants which apply to the debt securities; and |
| • | any other terms of the debt securities (which may supplement, modify or delete any provision of the indenture insofar as it applies to such series). |
The debt securities will be issuable only in fully registered form, without coupons, or in the form of one or more global debt securities. The debt securities will be issued only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, unless otherwise specified in the applicable prospectus supplement or free writing prospectus.
The indenture does not limit the aggregate principal amount of debt securities that may be issued under it. Unless otherwise provided in the terms of a series of debt securities, a series may be reopened, without notice to or consent of any holder of outstanding debt securities, for issuances of additional debt securities of that series.
Unless otherwise indicated in the applicable prospectus supplement or free writing prospectus, principal of and interest and premium, if any, on the debt securities will be payable at Agilent’s office or agency maintained for this purpose within the continental United States, or, at Agilent’s option, payment of interest on the debt securities may be made by check mailed to the holders of the debt securities at their respective addresses set forth in the register of holders of debt securities. Unless otherwise indicated in the prospectus supplement or free writing prospectus, the trustee will initially be a paying agent and registrar under the indenture. Agilent may act as paying agent or registrar under the indenture.
Unless otherwise indicated in the applicable prospectus supplement or free writing prospectus, interest will be computed on the basis of a 360-day year of twelve 30-day months. If a payment date is not a business day, payment may be made on the next succeeding day that is a business day, and interest will not accrue for the intervening period.
Certain Covenants
The indenture governing the terms of the debt securities contains the following principal covenants:
Limitation on Liens
Agilent will not, and will not permit any subsidiary to, create, incur, assume or permit to exist any lien on (i) any Principal Property or (ii) the capital stock of any subsidiary of Agilent, to secure any indebtedness of Agilent, any subsidiary of Agilent or any other person without securing the debt securities equally and ratably with such indebtedness for so long as such indebtedness shall be so secured, subject to certain exceptions. Exceptions include:
| • | liens on assets or property of a person at the time it becomes a subsidiary of Agilent, securing only indebtedness of such person, provided such indebtedness was not incurred in connection with such person or entity becoming a subsidiary of Agilent and such liens do not extend to any assets other than those of the person becoming a subsidiary of Agilent; |
-8-
Table of Contents
| • | liens existing on assets created at the time of, or within 18 months after, the acquisition, purchase, lease, improvement or development of such assets to secure all or a portion of the purchase price or lease for, or the costs of improvement or development of, such assets; |
| • | liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any indebtedness secured by liens referred to above or liens created in connection with any amendment, consent or waiver relating to such indebtedness, so long as such lien is limited to all or part of substantially the same property which secured the lien extended, renewed or replaced, the amount of indebtedness secured is not increased (other than by the amount equal to any costs and expenses (including any premiums, fees or penalties) incurred in connection with any extension, renewal, refinancing or refunding) and the indebtedness so secured does not exceed the fair market value (as determined by Agilent’s board of directors) of the assets subject to such liens at the time of such extension, renewal, refinancing or refunding, or such amendment, consent or waiver, as the case may be; |
| • | liens on property incurred in sale and leaseback transactions permitted under “—Limitation on Sale and Leaseback Transactions” below; |
| • | liens in favor of only Agilent or one or more subsidiaries of Agilent granted by Agilent or a subsidiary of Agilent to secure any obligations owed to Agilent or a subsidiary of Agilent; |
| • | liens on property or assets of a person existing at the time such person is merged into or consolidated with Agilent or any of its subsidiaries, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a person to Agilent or any of its subsidiaries, provided that such lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such person was merged into or consolidated with Agilent or any subsidiary of Agilent; |
| • | liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by Agilent or any Significant Subsidiary (as defined below) of Agilent in the ordinary course of business; |
| • | liens in favor of the trustee granted in accordance with the indenture; |
| • | liens in existence on the date of the indenture; and |
| • | liens otherwise prohibited by this covenant, securing indebtedness which, together with the value of attributable debt incurred in sale and leaseback transactions permitted under “—Limitation on Sale and Leaseback Transactions” below, do not exceed 15% of Consolidated Net Tangible Assets measured at the date of incurrence of the lien. |
Limitation on Sale and Leaseback Transactions
Agilent will not, and will not permit any subsidiary of Agilent to, enter into any arrangement with any person pursuant to which Agilent or any subsidiary of Agilent leases any property that has been or is to be sold or transferred by Agilent or the subsidiary to such person (a “sale and leaseback transaction”), except that a sale and leaseback transaction is permitted if Agilent or such subsidiary would be entitled to incur indebtedness secured by a lien on the property to be leased (without equally and ratably securing the outstanding debt securities of any series) in an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually (such amount is referred to as the “attributable debt”).
In addition, permitted sale and leaseback transactions not subject to the limitation above and the provisions described in “—Limitation on Liens” above include:
| • | temporary leases for a term, including renewals at the option of the lessee, of not more than three years; |
-9-
Table of Contents
| • | leases between only Agilent and a subsidiary of Agilent or only between subsidiaries of Agilent; |
| • | leases where the proceeds from the sale of the property are at least equal to the fair market value (as determined in good faith by Agilent) of the property and Agilent applies an amount equal to the net proceeds of the sale to the retirement of long-term indebtedness or to the purchase of other property or equipment used or useful in its business, within 270 days of the effective date of such sale; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, Agilent may deliver debt securities to the trustee for cancellation, such debt securities to be credited at the cost thereof to it; and |
| • | leases of property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property. |
Limitation on Consolidation, Merger and Sale of Assets
Agilent may not consolidate or merge with or into another entity, or sell, lease, convey, transfer or otherwise dispose of its assets substantially as an entirety to another entity unless:
| • | (1) Agilent is the continuing corporation or (2) the successor entity, if other than Agilent, is a U.S. corporation, partnership, limited liability company or trust and expressly assumes by supplemental indenture all of Agilent’s obligations under the debt securities of all series and the indenture; |
| • | immediately after giving effect to the transaction, no event of default (as defined below), and no default or other event that, after notice or lapse of time or both, would become a default or event of default, has occurred and is continuing; and |
| • | if, as a result of any consolidation, merger, sale or lease, conveyance or transfer described in this covenant, properties or assets of Agilent would become subject to any lien which would not be permitted by the restrictions described under “—Limitation on Liens” without equally and ratably securing the debt securities of each series, Agilent or such successor person, as the case may be, will take the steps as are necessary to secure effectively the debt securities of such series equally and ratably with, or prior to, all indebtedness secured by those liens as described under “—Limitation on Liens.” |
In connection with any transaction that is covered by this covenant, Agilent must deliver to the trustee an officer’s certificate and an opinion of counsel each stating that the transaction complies with the terms of the indenture and that all conditions precedent provided for in the indenture relating to such transaction have been satisfied.
In the case of any such consolidation, merger, sale, transfer or other conveyance, but not a lease, in a transaction in which there is a successor entity, the successor entity will succeed to, and be substituted for, and may exercise every right and power of Agilent under the indenture and, subject to the terms of the indenture, Agilent will be discharged from all obligations and covenants under the indenture and the debt securities.
Further Issuances
Agilent may from time to time, without notice to or the consent of the holders of the debt securities of any series, create and issue additional debt securities having the same terms as, and ranking equally and ratably with, the debt securities of such series in all respects (except for the issue date, the issue price and, if applicable, the first interest payment date, the date upon which interest begins to accrue and the amount of interest payable on the first interest payment date applicable thereto). Such additional debt securities may be consolidated and form a single series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise, as
-10-
Table of Contents
a previously issued series of debt securities and will vote together as one class on all matters with respect to such debt securities.
Events of Default
Each of the following is an “event of default” under the indenture with respect to the debt securities of any series:
(1) a failure to pay principal of or premium, if any, on the debt securities of such series when due at its stated maturity date, upon optional redemption or otherwise;
(2) a default in the payment of any interest on the debt securities of such series when due and payable, continued for 30 days;
(3) a default in the performance, or breach, of any other covenant, warranty or agreement in the indenture (other than a default or breach pursuant to clause (4) immediately below), and continuance of such default or breach for 90 days after a Notice of Default (as defined below) is given to Agilent;
(4) a default in the performance, or breach, of Agilent’s obligations under the “—Certain Covenants—Limitation on Consolidation, Merger and Sale of Assets” covenant described above;
(5) certain events of bankruptcy, insolvency or reorganization involving Agilent; and
(6) (a) a failure to make any payment at maturity, including any applicable grace period, on any indebtedness of Agilent (other than indebtedness of Agilent owing to any of its subsidiaries) outstanding in an amount in excess of $100 million or its foreign currency equivalent at the time and continuance of this failure to pay or (b) a default on any indebtedness of Agilent (other than indebtedness owing to any of its subsidiaries), which default results in the acceleration of such indebtedness in an amount in excess of $100 million or its foreign currency equivalent at the time without such indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above; provided, however, that if any failure, default or acceleration referred to in clauses 6(a) or (b) ceases or is cured, waived, rescinded or annulled, then the event of default under the indenture will be deemed cured.
A default under clause (3) above is not an event of default until the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of such series then outstanding notify Agilent of the default and Agilent does not cure such default within the time specified after receipt of such notice. Such notice must specify the default, demand that it be remedied and state that such notice is a “Notice of Default.”
Agilent shall deliver to the trustee, within 30 days after the occurrence thereof, written notice in the form of an officer’s certificate of any event that with the giving of notice or the lapse of time or both would become an event of default, its status and what action Agilent is taking or proposes to take with respect thereto. Upon becoming aware of any default of event of default, Agilent is required to deliver to the trustee a statement specifying such default or event of default.
If an event of default (other than an event of default resulting from certain events involving bankruptcy, insolvency or reorganization) with respect to debt securities of any series shall have occurred and be continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of such series may declare, by notice to Agilent in writing (and to the trustee, if given by the holders of the debt securities) specifying the event of default, to be immediately due and payable the principal amount of all the outstanding debt securities of such series, plus accrued but unpaid interest to the date of acceleration. In case an event of default resulting from certain events of bankruptcy, insolvency or reorganization with respect to Agilent shall occur, such amount with respect to all the outstanding debt securities of such series shall be due and payable immediately to the fullest extent permitted by applicable law without any declaration or other act on the part of
-11-
Table of Contents
the trustee or the holders of the outstanding debt securities of such series. Unless as otherwise provided in the indenture, after any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee, the holders of a majority in aggregate principal amount of outstanding debt securities of such series may, under certain circumstances, rescind and annul such acceleration and waive such event of default with respect to the outstanding debt securities of such series if (i) Agilent has paid or deposited with the trustee a sum sufficient to pay all overdue principal, premium, interest and all amounts due to the trustee and (ii) all events of default, other than the nonpayment of accelerated principal, premium or interest with respect to the outstanding debt securities of such series, have been cured or waived as provided in the indenture.
In case an event of default shall occur and be continuing with respect to a series of debt securities, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the debt securities of such series, unless such holders shall have offered (and, if requested, provided) to the trustee indemnity and/or security satisfactory to the trustee against any loss, liability or expense. Subject to such provisions for the indemnification and/or security of the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of such series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of such series.
No holder of debt securities of any series will have any right to institute any proceeding with respect to the indenture unless:
(a) such holder has previously given to the trustee written notice of a continuing event of default with respect to the debt securities of such series;
(b) the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding have made written request and offered the trustee indemnity and/or security satisfactory to the trustee to institute such proceeding as trustee;
(c) the trustee has failed to institute such proceeding within 60 days after its receipt of such notice, request and offer of indemnity and/or security; and
(d) the trustee shall not have received from the holders of a majority in aggregate principal amount of the debt securities of such series then outstanding a direction inconsistent with such request during the 60 day period referred to in clause (c).
However, such limitations do not apply to a suit instituted by a holder of any debt securities for enforcement of payment of the principal of, and premium, if any, or interest on, such debt securities on or after the respective due dates expressed in such debt securities.
The indenture requires Agilent to furnish to the trustee, within 120 days after the end of each fiscal year, a statement of an officer regarding compliance with the indenture.
Definitions
The indenture contains the following defined terms:
“Consolidated Net Tangible Assets” means, as of the time of determination, the aggregate amount of the assets of Agilent and the assets of its consolidated subsidiaries after deducting (1) all goodwill, trade names, trademarks, service marks, patents, unamortized debt discount and expense and other intangible assets and (2) all current liabilities, as reflected on the most recent consolidated balance sheet prepared by Agilent in accordance with GAAP contained in an annual report on Form 10-K or a quarterly report on Form 10-Q timely filed by Agilent with the SEC or any amendment thereto (and not subsequently disclaimed as not being reliable by Agilent) pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the time as of which “Consolidated Net Tangible Assets” is being determined.
-12-
Table of Contents
“GAAP” means generally accepted accounting principles in the United States of America in effect on the date of the indenture and from time to time.
“guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee,” when used as a verb, has a correlative meaning.
“incur” means issue, assume, guarantee or otherwise become liable for.
“indebtedness” means, with respect to any person, obligations (other than Non-recourse Obligations) of such person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).
“Non-recourse Obligation” means indebtedness or other obligations substantially related to the acquisition of assets not previously owned by Agilent or any direct or indirect subsidiaries of Agilent or the financing of a project involving the development or expansion of properties of Agilent or any direct or indirect subsidiaries of Agilent, in each case as to which the obligee with respect to such indebtedness or obligation has no recourse to Agilent or any direct or indirect subsidiary of Agilent or such subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).
“person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.
“Principal Property” means Agilent’s principal offices in Santa Clara, California, each manufacturing facility, each research and development facility and each service and support facility (in each case including associated office facilities) located within or outside the territorial limits of the United States of America owned by Agilent or any wholly owned subsidiaries of Agilent, except such as Agilent’s board of directors by resolution determines in good faith (taking into account, among other things, the importance of such property to the business, financial condition and earnings of Agilent and its subsidiaries taken as a whole) not to be of material importance to the business of Agilent and its subsidiaries, taken as a whole.
“Significant Subsidiary” has the meaning set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.
“subsidiary” means, with respect to any person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
Modification and Waiver
Subject to certain exceptions, the indenture may be amended with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of all series affected by such amendment (including consents obtained in connection with a tender offer or exchange for the debt securities of such series). Agilent and the trustee may, without the consent of any holders, enter into a supplemental indenture in order to amend or
-13-
Table of Contents
supplement the base indenture with respect to debt securities of one or more series or amend or supplement the debt securities of one or more series without notice to or the consent of any holder of debt securities to:
| • | evidence the succession of another person to Agilent and the assumption by any such successor of the covenants of Agilent under the indenture and the debt securities; |
| • | add further covenants, restrictions, conditions or provisions for the protection of the holders of all or any series of debt securities; |
| • | surrender any right or power conferred upon Agilent; |
| • | establish the forms or terms of debt securities of any series; |
| • | add any additional events of default for the benefit of holders of all or any series of the debt securities; |
| • | add to or change any of the provisions of the indenture as necessary to permit or facilitate the issuance of debt securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of debt securities of any series in uncertificated form; |
| • | secure the debt securities of any series or add guarantees with respect to the debt securities of any series; |
| • | provide for the issuance of additional debt securities of any series of debt securities in accordance with the provisions of the indenture; |
| • | add to, change or eliminate any of the provisions contained in the indenture or in any supplemental indentures or officer’s certificates in respect of one or more series of debt securities; provided that any such addition, change or elimination (i) will not apply to, or modify the rights of any holder of, any debt securities of any series created prior to the execution of such supplemental indenture or officer’s certificate or (ii) will become effective only when no debt securities of any series created prior to the execution of such supplemental indenture or officer’s certificate are outstanding; |
| • | add or appoint a successor or separate trustee; |
| • | cure any ambiguity or correct or supplement any provision contained therein or in any supplemental indenture or officer’s certificate that may be defective or inconsistent with any other provision contained therein or in any such supplemental indenture or officer’s certificate, provided that the interests of the holders of the debt securities are not adversely affected in any material respect; |
| • | supplement any of the provisions of the indenture as necessary to permit or facilitate the defeasance and discharge of any series of debt securities; |
| • | make any other change that would not adversely affect the holders of the debt securities of such series in any material respect; |
| • | make any change necessary to comply with any requirement of the SEC in connection with the qualification of the indenture or any supplemental indenture under the Trust Indenture Act of 1939; and |
| • | conform the indenture to this “Description of Debt Securities” or any other similarly titled section in any prospectus supplement or other offering document relating to a series of debt securities. |
Notwithstanding the foregoing, no modification, supplement, waiver or amendment may, without the consent of the holder of each outstanding debt security affected thereby:
| • | make any change to the percentage of principal amount of debt securities the holders of which must consent to an amendment, modification, supplement or waiver; |
| • | reduce the rate of or extend the time of payment for interest on any debt securities; |
| • | reduce the principal amount or extend the stated maturity of any debt securities; |
-14-
Table of Contents
| • | reduce the redemption price of any debt securities or add redemption provisions to the debt securities; |
| • | make any debt securities payable in money other than that stated in the indenture or the debt securities; |
| • | impair the right to institute suit for the enforcement of any payment on or with respect to the debt securities; or |
| • | make any change in the ranking or priority of any debt securities that would adversely affect the holder of such debt securities. |
The holders of at least a majority in aggregate principal amount of the outstanding debt securities may waive compliance by Agilent with certain restrictive provisions of the indenture with respect to the debt securities. The holders of at least a majority in aggregate principal amount of the outstanding debt securities may waive any past default under the indenture, except a default not theretofore cured in the payment of principal or interest and certain covenants and provisions of the indenture which cannot be amended without the consent of the holder of each outstanding debt security.
Defeasance
Agilent at any time may terminate all its obligations with respect to the debt securities of any series (such termination, “legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the debt securities of such series, to replace mutilated, destroyed, lost or stolen debt securities and to maintain a registrar and paying agent in respect of the debt securities of such series. Agilent at any time may also terminate its obligations with respect to the debt securities of any series under certain covenants included in the indenture, including the covenants described under “—Certain Covenants—Limitation on Liens” and “—Certain Covenants—Limitation on Sale and Leaseback Transactions,” and under clause (3) under “—Events of Default,” which termination is referred to in this prospectus as “covenant defeasance.” Agilent may exercise its legal defeasance option with respect to any series of debt securities notwithstanding its prior exercise of its covenant defeasance option with respect to such series of debt securities.
If Agilent exercises its legal defeasance option with respect to the debt securities of any series, payment of the debt securities of such series may not be accelerated because of an event of default with respect thereto. If Agilent exercises its covenant defeasance option with respect to the debt securities of any series, payment of the debt securities of such series may not be accelerated because of an event of default specified under “—Events of Default” above or an event of default specified in clauses (3) and (6) under “— Events of Default” and with respect to certain covenants in the indenture, including those described under “—Certain Covenants.”
The legal defeasance option or the covenant defeasance option with respect to the debt securities of any series may be exercised only if:
(a) Agilent irrevocably deposits in trust with the trustee money or U.S. government securities or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay principal and interest when due on all the debt securities being defeased to maturity;
(b) no default or event of default with respect to the debt securities of such series has occurred and is continuing on the date of such deposit, or, with respect to an event of default involving bankruptcy, at any time in the period ending on the 91st day after the date of deposit;
(c) in case of the legal defeasance option, Agilent delivers to the trustee an opinion of counsel stating that:
(1) Agilent has received from the Internal Revenue Service a ruling, or
(2) since the date of the indenture there has been a change in the applicable U.S. federal income tax law,
-15-
Table of Contents
in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the debt securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
(d) in the case of the covenant defeasance option, Agilent delivers to the trustee an opinion of counsel to the effect that the beneficial owners of the debt securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and
(e) Agilent delivers to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance and discharge of the debt securities of such series have been complied with as required by the indenture governing such debt securities.
Discharge
When (i) Agilent delivers to the trustee all outstanding debt securities of any series (other than debt securities replaced or paid because of mutilation, loss, destruction or wrongful taking) for cancellation or (ii) all outstanding debt securities of any series have become due and payable, or are by their terms due and payable within one year whether at maturity or are to be called for redemption within one year under arrangements reasonably satisfactory to the trustee, and in the case of clause (ii) Agilent irrevocably deposits with the trustee funds or U.S. government securities sufficient to pay at maturity or upon redemption all outstanding debt securities of such series, including interest thereon, and if in either case Agilent pays all other sums related to the debt securities of such series payable under the indenture by Agilent, then the indenture shall, subject to certain surviving provisions, cease to be of further effect with respect to such series. The trustee shall acknowledge satisfaction and discharge of the indenture with respect to the debt securities of such series on demand of Agilent accompanied by an officer’s certificate and an opinion of counsel of Agilent.
Governing Law
The indenture is, and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.
-16-
Table of Contents
We may sell the debt securities offered by this prospectus through agents, underwriters or dealers, or directly to one or more purchasers or through a combination of any of these methods of sale. This prospectus may be used in connection with any offering of our debt securities through any of these methods or other methods described in the applicable prospectus supplement. The prospectus supplement with respect to particular debt securities will set forth the terms and conditions of the debt securities, including the public offering or purchase price and the proceeds to Agilent from the sale, the expenses of the offering, the securities exchanges, if any, on which the debt securities will be listed and the other terms and conditions listed below.
If we use agents who we designate to solicit or receive offers to purchase the debt securities:
| • | We will name any agent involved in offering or selling debt securities, and disclose any compensation (including discounts and commissions) that we will pay to the agent and commissions from purchasers of debt securities for whom such agent acts as an agent, in the applicable prospectus supplement. |
| • | Unless we indicate otherwise in the applicable prospectus supplement, our agents will act on a best efforts basis for the period of their appointment. |
| • | Our agents may be deemed to be underwriters under the Securities Act of any of the debt securities that they offer or sell. |
If we use an underwriter or underwriters in the offer or sale of our debt securities:
| • | We will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of the debt securities. |
| • | We will include the names of the specific managing underwriter or underwriters, as well as the names of any other underwriters, and the terms of the transactions, including all the compensation the underwriters and dealers will receive (including discounts and commissions and compensation from purchasers of debt securities for whom such underwriters or dealers act as agent), in the applicable prospectus supplement. |
| • | The underwriters will use the applicable prospectus supplement to sell the debt securities. |
| • | Underwriters may offer and sell the debt securities at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. |
If we use a dealer to sell the debt securities:
| • | We, as principal, will sell the debt securities to the dealer. |
| • | The dealer will then sell the debt securities to the public at varying prices that the dealer will determine at the time it sells our debt securities. |
| • | We will include the name of the dealer and the terms of our transactions with the dealer, including all the compensation (including discounts and commissions) the dealer will receive, in the applicable prospectus supplement. |
We may solicit directly offers to purchase the debt securities, and we may directly sell the debt securities to institutional or other investors. We will describe the terms of our direct sales in the applicable prospectus supplement.
We may indemnify agents, underwriters, dealers and remarketing firms and their controlling persons against certain liabilities, including liabilities under the Securities Act. Such agents, underwriters, dealers, remarketing firms and their controlling persons may also be entitled to contribution with respect to payments they may be required to make in respect of those liabilities. Our agents, underwriters and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business.
-17-
Table of Contents
We may authorize our agents and underwriters to solicit offers by certain institutions to purchase the debt securities at the public offering price under contracts providing for payment and delivery on a future date.
| • | If we use delayed delivery contracts, we will disclose that we are using them in the applicable prospectus supplement and will tell you when we will demand payment and delivery of the debt securities under the delayed delivery contracts. |
| • | These delayed delivery contracts will be subject only to the conditions that we describe in the applicable prospectus supplement. |
| • | We will describe in the applicable prospectus supplement the commission that underwriters and agents soliciting purchases of the debt securities under delayed contracts will be entitled to receive. |
| • | Institutions with which those contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. |
Each series of debt securities may be new issues of securities with no established trading market. Any underwriters to whom offered debt securities are sold by us for public offering and sale may make a market in such offered debt securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The debt securities may or may not be listed on a national securities exchange. No assurance can be given as to the liquidity of the trading market for any offered securities.
Any underwriter may engage in stabilizing and syndicate covering transactions in accordance with Rule 104 under the Exchange Act. Rule 104 permits stabilizing bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. The underwriters may over-allot offered securities, thereby creating a short position in the underwriters’ account. Syndicate covering transactions involve purchases of offered securities in the open market after the distribution has been completed to cover syndicate short positions. Stabilizing and syndicate covering transactions may cause the price of the offered securities to be higher than it would otherwise be in the absence of such transactions. These transactions, if commenced, may be discontinued at any time.
Any underwriter may from time to time make loans to us and our subsidiaries or affiliates and may perform other services for us and our subsidiaries or affiliates in the normal course of their business, including investment banking, commercial banking and other financial services, for which they may receive customary compensation.
-18-
Table of Contents
Unless otherwise specified in the prospectus supplement accompanying this prospectus, the validity of the debt securities offered hereby will be passed upon for us by Sullivan & Cromwell LLP, New York, New York. Counsel representing any agents, underwriters or dealers will be named in the applicable prospectus supplement.
-19-
Table of Contents
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended October 31, 2025 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
-20-
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules of the SEC allow us to omit from this prospectus some of the information included in the registration statement. The SEC maintains an Internet site, http://www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
We are subject to the informational requirements of the Exchange Act. We fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. These reports and other information are available as provided above.
We maintain an Internet site at www.agilent.com. Our website and the information contained on that site, or connected to that site, is not incorporated into this prospectus or the registration statement.
-21-
Table of Contents
The SEC allows us to “incorporate by reference” in this prospectus the information in other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a prospectus supplement. We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus:
| • | Annual Report on Form 10-K for the fiscal year ended October 31, 2025, filed with the SEC on December 22, 2025, including portions of our proxy statement filed with the SEC on February 6, 2026 relating to our 2026 annual meeting of stockholders held on March 18, 2026 to the extent incorporated by reference into such Annual Report on Form 10-K; |
| • | Quarterly Reports on Form 10-Q for the quarterly periods ended January 31, 2026, April 30, 2026 and July 31, 2026, filed with the SEC on March 3, 2026, June 1, 2026, and September 1, 2026, respectively; and |
| • | Current Reports on Form 8-K filed on March 6, 2026, March 20, 2026, April 3, 2026 (as amended), May 4, 2026 (Item 5.02 only), May 27, 2026 (Item 5.02 only) and June 25, 2026 (in each case, other than information furnished rather than filed). |
Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus shall be deemed to be modified or superseded for purpose of this prospectus to the extent that a statement contained in this prospectus (or in any document incorporated by reference therein) or in any other subsequently filed document that is or is deemed to be incorporated by reference into this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference in this prospectus.
You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or telephoning us at the following address:
Agilent Technologies, Inc.
Attn: Investor Relations
5301 Stevens Creek Boulevard
Santa Clara, California 95051
(800) 227-9770
-22-
Table of Contents
Debt Securities
September 1, 2026
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of the estimated expenses (other than underwriting compensation) to be incurred by Registrant in connection with the distribution of debt securities registered under this registration statement:
| SEC registration fee |
$ | * | ||
| Accounting fees and expenses |
* | * | ||
| Trustees’ fees and expenses (including counsel fees) |
* | * | ||
| Legal fees and expenses (including Blue Sky fees) |
* | * | ||
| Printing and engraving fees |
* | * | ||
| Rating agency fees |
* | * | ||
| Miscellaneous |
* | * | ||
|
|
|
|||
| Total |
$ | * | * | |
|
|
|
| * | Excluded because the SEC registration fee is being deferred pursuant to Rule 456. |
| ** | Estimated amounts of fees and expenses to be incurred in connection with any offering pursuant to this registration statement will be determined from time to time and reflected in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Agilent is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
Agilent’s Fourth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws provide for the indemnification of officers and directors to the fullest extent permitted by the Delaware General Corporation Law.
All of Agilent’s directors and officers are covered by insurance policies maintained by Agilent against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act. In addition, Agilent has entered into indemnity agreements with its directors and executive officers and certain former directors and officers of acquired companies that obligate it to indemnify such directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law.
See also the undertakings set out in response to Item 17.
II-1
Table of Contents
Item 16. Exhibits.
| * | To be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference or by post-effective amendment. |
Item 17. Undertakings.
| (a) | The undersigned Registrant hereby undertakes: |
(1) to file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that clauses (i), (ii) and (iii) above do not apply if the Registration Statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement;
II-2
Table of Contents
(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) that, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date; and
(5) that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3
Table of Contents
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
II-4
Table of Contents
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on September 1, 2026.
| AGILENT TECHNOLOGIES, INC. | ||
| By: | /s/ MICHAEL BUCKNER
| |
| Michael Buckner | ||
| Senior Vice President, Chief Legal Officer and Secretary | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Buckner, Padraig McDonnell and Shirley Qin, or any of them, his or her attorney-in-fact, each with the power of substitution and re-substitution, for him or her in any and all capacities, to sign any and all amendments and post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ PADRAIG MCDONNELL Padraig McDonnell |
Director, President and Chief Executive Officer (Principal Executive Officer) |
September 1, 2026 | ||
| /s/ ADAM S. ELINOFF Adam S. Elinoff |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
September 1, 2026 | ||
| /s/ TIMOTHY C. DOWNS Timothy C. Downs |
Vice President, Chief Accounting Officer (Principal Accounting Officer) |
September 1, 2026 | ||
| /s/ KOH BOON HWEE |
Chairman of the Board of Directors |
September 1, 2026 | ||
| Koh Boon Hwee | ||||
| /s/ MALA ANAND |
Director | September 1, 2026 | ||
| Mala Anand | ||||
| /s/ OTIS W. BRAWLEY, M.D. |
Director | September 1, 2026 | ||
| Otis W. Brawley, M.D. | ||||
II-5
Table of Contents
| Signature | Title | Date | ||
| /s/ G. MIKAEL DOLSTEN, M.D., PH.D. |
Director | September 1, 2026 | ||
| G. Mikael Dolsten, M.D., Ph.D. | ||||
| /s/ JUDY GAWLIK BROWN |
Director | September 1, 2026 | ||
| Judy Gawlik Brown | ||||
| /s/ DANIEL K. PODOLSKY, M.D. |
Director | September 1, 2026 | ||
| Daniel K. Podolsky, M.D. | ||||
| /s/ SUE H. RATAJ |
Director | September 1, 2026 | ||
| Sue H. Rataj | ||||
| /s/ GEORGE A. SCANGOS, Ph D. |
Director | September 1, 2026 | ||
| George A. Scangos, Ph D. | ||||
| /s/ PASCAL SORIOT |
Director | September 1, 2026 | ||
| Pascal Soriot | ||||
| /s/ DOW R. WILSON |
Director | September 1, 2026 | ||
| Dow R. Wilson | ||||
II-6
Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
September 1, 2026
Agilent Technologies, Inc.,
5301 Stevens Creek Boulevard,
Santa Clara, CA 95051.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of debt securities (the “Securities”) of Agilent Technologies, Inc., a Delaware corporation (the “Company”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that, when the Registration Statement has become effective under the Act, when the Supplemental Indenture relating to the Securities (the “Supplemental Indenture”), supplementing the Indenture, dated as of March 12, 2021 (the “Indenture”), between the Company and Citibank, N.A., as Trustee, has been duly authorized, executed and delivered, the terms of the Securities and of their issuance and sale have been duly established in conformity with the Indenture and the Supplemental Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Securities have been duly executed and authenticated in accordance with the Indenture and the Supplemental Indenture and issued and sold as contemplated in the Registration Statement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
In connection with our opinion set forth above, we have assumed that, at the time of the issuance, sale and delivery of each Security, (i) the authorization of such Security by the Company will not have been modified or rescinded and such Security will conform to the forms thereof examined by us, (ii) there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security, and (iii) the issuance, sale and delivery of such Security, all of the terms of such Security and the performance by the Company of its obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and will not result in a default under or a breach of any agreement or instrument then binding upon the Company.
In addition, in connection with our opinion set forth above, we have assumed with respect to each Security that the inclusion of any alternative or additional terms in such Security that are not currently specified in the draft forms of Securities examined by us would not require the Company to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Company to issue, sell and deliver such Security.
| Agilent Technologies, Inc. | -2- |
In rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers and we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of Securities” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ Sullivan & Cromwell LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Agilent Technologies, Inc. of our report dated December 19, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Agilent Technologies Inc’s Annual Report on Form 10-K for the year ended October 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 1, 2026
1
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2) |
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| A National Banking Association | 13-5266470 | |
| (Jurisdiction of Incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 388 Greenwich Street, New York, New York | 10013 | |
| (Address of principal executive office) | (Zip Code) | |
Agilent Technologies, Inc.
(Exact name of obligor as specified in its charter)
| Delaware | 77-0518772 | |
| (Jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 5301 Stevens Creek Boulevard Santa Clara, California |
95051 | |
| (Address of principal executive office) | (Zip Code) | |
Debt Securities
(Title of Indenture Securities)
Item 1. General Information.
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | Address | |||||
| Comptroller of the Currency | Washington, D.C. | |||||
| Federal Reserve Bank of New York 33 Liberty Street New York, NY |
New York, NY | |||||
| Federal Deposit Insurance Corporation | Washington, D.C. | |||||
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Items 3. -15. Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect (attached).
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business (Exhibit 2 to Form T-1 filed June 6, 2025 with Registrant Statement No. 333-287868).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed May 5, 2014 with Registrant Statement No. 333-195697).
Exhibit 4 - Copy of existing By-Laws of the Trustee (attached).
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (Exhibit 6 to Form T-1 with Registration Statement No. 33-19227).
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2025 - attached).
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 6th day of July, 2026.
| CITIBANK, N.A. | ||
| By | /s/ Eva Waite | |
| Eva Waite | ||
| Senior Trust Officer | ||
EXHIBIT 1
CHARTER OF CITIBANK, N.A.
Articles of Association
As amended, effective August 1, 2025
1
CITIBANK, N.A.
Charter No. 1461
Articles of Association
AS AMENDED EFFECTIVE August 1, 2025
FIRST. The name and title of this Association shall be Citibank, N.A.; the Association in conjunction with its said legal name may also continue to use, as a trade name, its former name First National City Bank.
SECOND. The Head Office shall be in the City of Sioux Falls, State of South Dakota. The general business of this Association, and its operations of discount and deposit, shall be conducted at its Head Office and its legally established branches.
THIRD. Subject to the terms of any series of Preferred Stock, the Board of Directors shall consist of such number of individuals, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which the holders of Common Stock are at the time entitled.
FOURTH. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the Head Office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws of the Association, but if no election shall be held on that day it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.
FIFTH. A. Designation.
The total number of shares of all classes of capital stock which the Association shall have the authority to issue is Forty One Million Five Hundred and One Thousand (41,501,000) shares of which (a) Forty One Million Five Hundred Thousand (41,500,000) shares shall be designated as shares of Common Stock, par value of Twenty Dollars ($20) per share (the “Common Stock”) and (b) One Thousand (1,000) shares shall be designated as shares of Preferred Stock, par value of one dollar ($1.00) per share (the “Preferred Stock”).
All of the shares of this Association’ s Common Stock, which constitute all of the outstanding shares of this Association’s capital stock as of the effectiveness of these Articles, shall continue as shares of Common Stock of this Association following the filing hereof. Except as set forth in the terms of any series of Preferred Stock, no shares of any class or series of capital stock of this Association shall have any preemptive or special rights or privilege to acquire any shares of capital stock of the Association under any circumstances whatsoever.
2
The Board of Directors (and any authorized Committee thereof) is authorized, subject to any limitations prescribed by law and without the approval of the holders of Common Stock, to provide for the issuance of shares of Preferred Stock in one or more series, to be set forth in a certificate filed with the Office of the Comptroller of the Currency, as an exhibit to these Articles, (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Association entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Association for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to these Articles of Association (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to these Articles of Association (including any Preferred Stock Designation relating to any series of Preferred Stock).
The Association, at any time and from time to time, may authorize and issue debt obligations whether or not subordinated without the prior approval of shareholders.
SIXTH. The Board of Directors (a majority of whom shall be a quorum to do business) shall appoint one of its members to be Chairman of the Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint one of its members to be President of this Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint such other officers and employees as in its judgment may be required to transact the business of the Association.
The Board of Directors shall have the power to define the duties of the officers and employees of the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a board of directors to do and perform.
The Board of Directors, without the approval of the shareholders, shall have the power to change the location of the Head Office and of any branch or branches of the Association subject to such limitations as from time to time may be provided by law.
SEVENTH. The Association shall have succession from the date of its organization certificate until such time as it may be dissolved by the affirmative vote of the holders of two-thirds of the voting power of the stock of the Association entitled to vote thereon (this vote being in addition to any vote required by the terms of any series of Preferred Stock), or until its franchise becomes forfeited by reason of violation of law, or until terminated by either a general or a special Act of Congress or until its affairs be placed in the hands of a receiver and finally wound up by him.
3
EIGHTH. The Board of Directors, or the holders of not less than ten per centum of the Common Stock of the Association, may call a special meeting of shareholders at any time: provided, however, that unless otherwise provided by law, not less than ten days prior to the date fixed for any such meeting, a notice of the time, place and purpose of the meeting shall be given by first-class mail, postage prepaid, to all shareholders of record at their respective addresses as shown upon the books of the Association.
NINTH. (1) Governing Law. For purposes of interpreting and applying this Article, the Association shall be treated as if it were a Delaware corporation and shall be governed by and subject to Section 145 of t he General Corporation Law of t he State of Delaware and the common law of Delaware related thereto.
(2) Indemnification and Advancement Rights.
(a) The Association shall indemnify, to the fullest extent permissible under the General Corporation Law of the State of Delaware (as it may be amended from time to time, but only to the extent that the amendment permits a Delaware corporation to provide broader indemnification rights than were permitted before the amendment), any person (and the heirs and personal representatives of such person) against any and all liabilities, losses, judgments, fines, amounts paid in settlement, ERISA excise taxes or penalties, and costs and expenses, including attorneys’ fees, actually and reasonably incurred by or imposed upon such person in connection with (or resulting from) any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, a “proceeding”), in which such person is a party or is threatened to be made a party by reason of such person being or having been (i) a director of the Association or a Subsidiary, (ii) an officer of the Association or a Subsidiary, as defined and limited by subsection (b) of this Section, or (iii) a member of any board or committee related to any employee benefit plan of the Association or any Subsidiary, or any employee of the Association or any of Subsidiary who has administrative responsibility in respect of any such plan (each of foregoing persons referenced in this paragraph, an “indemnitee”), and in the case of a director of the Association or a Subsidiary or a Board-Appointed Officer (as defined below), whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director or Board-Appointed Officer.
(b) For purposes of this Article:
(i) The “officers” of the Association mean the officers of the Association appointed by, or whose appointment has been ratified by, written resolution of the Board of Directors (each, a “Board-Appointed Officer”). In addition, if a Board-Appointed Officer executes a written delegation authorizing a Vice President, deputy officer or assistant officer to take an action within the Board-Appointed Officer’ s area of responsibility, such Vice President, deputy officer or assistant officer shall have rights to indemnification and advancement under this Article, but only with respect to acts or omissions within the scope of such written delegation. No other persons shall be deemed officers of the Association for purposes of this Article.
4
(ii) The “officers” of any Subsidiary mean only the officers appointed by, or whose appointment has been ratified by, written resolution of the ultimate governing body of the Subsidiary.
(iii) A “Subsidiary” means any entity wholly-owned, directly or indirectly, by the Association.
(c) The Association shall advance expenses incurred in defending a proceeding to an indemnitee upon receipt of an undertaking by or on behalf of such indemnitee to repay such amount, if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to indemnification by the Association.
(d) The limitations in this paragraph (d) shall apply notwithstanding any other provision of this Article. No indemnitee shall be entitled to indemnification pursuant to this Article unless such indemnitee has satisfied the applicable standards of conduct set forth in Section 145(a) or Section 145(b) of the General Corporation Law of the State of Delaware, except as required by Section 145(c)(l ) of the General Corporation Law of the State of Delaware. In addition, no indemnitee shall be entitled to indemnification or advancement of expenses pursuant to this Article with respect to:
(i) any proceeding (or part thereof) initiated by the indemnitee, and any claim, counterclaim or affirmative defense asserted by the Association (or any of its Subsidiaries or other affiliates) in connection with a proceeding initiated by the indemnitee; provided that the limitations in this clause (i) shall not apply to a proceeding to enforce the rights to indemnification or advancement that are provided in this Article (after taking into account the exclusions in this paragraph (d));
(ii) the indemnitee’ s breach or violation of his or her obligations under (A) any employment or incentive compensation agreement between the Association (or any of its Subsidiaries or other affiliates) and the indemnitee, (8 ) Citigroup’ s Code of Conduct, (C) any policy, standard or procedure governed by Citigroup’ s Policy Governance Policy or (D) any other similar or successor policy governing the conduct of current or former employees (as each of the foregoing contemplated by clauses (A) through (D) may be amended from time to time); provided that the limitations in this clause (ii) shall only apply to an indemnitee if the proceeding relates to such indemnitee’ s conduct as a full-time employee or the post-employee obligations of a former full-time employee of the Association (or one or more of its Subsidiaries or other affiliates);
(iii) the recoupment, recovery or cancellation of any compensation paid or promised to such indemnitee by the Association (or any of its Subsidiaries or other affiliates), or to seek any other remedy at law or in equity in connection therewith, pursuant to any clawback or similar policy or provision that is adopted by the Association or any of its Subsidiaries or other affiliates and required by Rule 100 -1 under the U.S. Securities Exchange Act of 1934; provided that if such indemnitee has been successful (on the merits or otherwise) in the defense of such proceeding, the Association shall indemnify such indemnitee for the expenses (including attorneys’ fees) reasonably incurred in connection therewith;
5
(iv) an administrative, investigative or other action instituted by a bank regulatory agency with jurisdiction over the matter (whether such jurisdiction is within or outside the United States), if such proceeding or action results in a final order assessing a civil money penalty or requiring affirmative action by an individual or individuals in the form of payments to the Association or any of its Subsidiaries or other affiliates; and
(v) any investigation arising solely from internal processes conducted by or on behalf of the Association or any of its Subsidiaries or other affiliates and not from any external inquiry.
(e) If a claim for indemnification or advancement under this Article is not paid in full by the Association within 60 days after a written claim has been received by the Association, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, an indemnitee may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or if successful in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the shall be entitled to be paid also the expense of prosecuting or defending such suit.
(f) Except with respect to indemnitees who are entitled to indemnification or advancement under this Article by reason of their service as a current or former director or Board-Appointed Officer of the Association, (i) the Association’ s obligation, if any, to indemnify or advance expenses to indemnitees shall be as an indemnitor of last resort and (ii) such indemnification and advancement shall be reduced by any amount such person is entitled to collect as indemnification or advancement from any Subsidiary unless such Subsidiary then lacks sufficient funds to provide such indemnification or advancement because the Subsidiary is insolvent. In the event of any payment provided by the Association in lieu of any payment owed by a Subsidiary or an insurer, the Association shall be subrogated to the extent of such payment to all of the rights of recovery of an indemnitee, who shall execute all papers required and take all reasonable action necessary to secure such rights, including execution of such documents as are necessary to enable the Association to bring suit to enforce such rights.
(g) In (i) any suit brought by an indemnitee to enforce a right to indemnification under this Article (but not in a suit to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Association to recover an advancement of expenses, the Association shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. The following shall not be a defense in any suit brought by an indemnitee to recover an advancement of expenses and shall not create a presumption in any suit (whether
6
or not brought by an indemnitee) that an indemnitee has not met the applicable standards of conduct required by the General Corporation Law of the State of Delaware to obtain indemnification: (x) the failure of the Association (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination that the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, and (y) an actual determination by the Association (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indernnitee has not met such applicable standard of conduct. In any suit brought by an indemnitee to enforce a right to indemnification or to an advancement of expenses under this Article, or brought by the Association to recover an advancement of expenses, the Association shall bear the burden of proving that such indemnitee is not entitled to be indemnified or advanced expenses under this Article or otherwise.
(h) The indemnification and advancement of expenses provided by this Article shall in no way be deemed exclusive of any other rights to which any such indemnitee may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise. The rights conferred upon indemnitees in this Article shall be contract rights and shall continue as to an indemnitee who has ceased to serve in his or her position as a director, officer, administrator or member (as contemplated by paragraph (a) of this Article), and such rights shall inure to the benefit of such indemnitee’ s heirs, executors, administrators and other legal representatives. Any amendment, alteration or repeal of this Article that adversely affects any right of such an indemnitee or such indemnitee’ s successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
(i) The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association or any Subsidiary, or of any corporation a majority of the voting stock of which is owned by the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other organization or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’ s status as such, whether or not the Association would have the power or would be required to indemnify such person against such liability under the provisions of this Article; provided, however, that the Association may not purchase or maintain insurance which would cover final orders assessing civil money penalties arising out of administrative actions or proceedings instituted by a bank regulatory agency with jurisdiction over the matter.
TENTH. Except as provided in these Articles of Association, and subject to the terms of any series of Preferred Stock, these Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the Common Stock, unless the vote of the holders of a greater amount of Common Stock is required by law, and in that case by the vote of the holders of such greater amount.
7
ELEVENTH. Any action which requires a vote of the shareholders, but that does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of New York, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.
STATE OF NEW YORK)
COUNTY OF NEW YORK)
The undersigned duly qualified Assistant Secretary of Citibank, N.A., a national banking association (“Citibank”), hereby certifies that (i) on August 1, 2025 holders of all of the voting shares of Citibank, by unanimous written consent, adopted the Articles of Association as amended effective August 1, 2025 of Citibank and (ii) the foregoing is a true and complete copy of the Articles of Association as amended August 1, 2025.
| Subscribed and sworn before me |
|
8
EXHIBIT 4
BY-LAWS OF CITIBANK. N.A.
Citibank, N.A. By-Laws
As amended, effective August 1, 2025
CITIBANK, N.A.
BY-LAWS
AS AMENDED, EFFECTIVE AUGUST 1, 2025
INDEX TO BY-LAWS OF
CITIBANK, N.A.
| Page | ||||
| Article I – Meetings of Shareholders |
1 | |||
| Section 1. Annual Meeting |
1 | |||
| Section 2. Special Meetings |
1 | |||
| Section 3. Inspector of Election |
1 | |||
| Section 4. Quorum |
1 | |||
| Section 5. Action without Meeting |
1 | |||
| Article II – Directors |
2 | |||
| Section 1. Board of Directors |
2 | |||
| Section 2. Number and Term |
2 | |||
| Section 3. Organization Meeting |
2 | |||
| Section 4. Regular Meetings |
2 | |||
| Section 5. Special Meetings |
2 | |||
| Section 6. Notice |
2 | |||
| Section 7. Quorum and Manner of Acting |
3 | |||
| Section 8. Action without Meeting |
3 | |||
| Section 9. Vacancies |
3 | |||
| Section 10. Directors’ Fees |
3 | |||
| Article III – Committees of the Board |
3 | |||
| Section 1. Executive Committee: Powers |
3 | |||
| Section 2. Executive Committee: Membership, Meetings, and Quorum |
4 | |||
| Section 3. Other Committees |
4 | |||
| Article IV – Officers and Agents |
4 | |||
| Section 1. Chair |
4 | |||
| Section 2. Chief Executive Officer |
4 | |||
| Section 3. President |
5 | |||
| Section 4. Vice Chair |
5 | |||
| Section 5. Executive Vice Presidents |
5 | |||
| Section 6. Senior Vice Presidents |
5 | |||
| Section 7. Secretary |
5 | |||
| Section 8. Treasurer |
6 | |||
Page i of ii
| Section 9. Chief Auditor |
6 | |||
| Section 10. Vice Presidents |
6 | |||
| Section 11. Other Officers |
6 | |||
| Section 12. Attorneys-in-Fact |
6 | |||
| Section 13. Tenure of Office |
7 | |||
| Article V – Domestic Branches |
7 | |||
| Section 1. Establishment |
7 | |||
| Section 2. Management |
7 | |||
| Article VI – Foreign Branches |
7 | |||
| Section 1. Establishment |
7 | |||
| Section 2. Management |
8 | |||
| Section 3. Custody of Funds |
8 | |||
| Section 4. Books, Reports, and Fiscal Periods |
8 | |||
| Article VII – Fiduciary Powers |
8 | |||
| Section 1. Assignment of Fiduciary Powers |
8 | |||
| Section 2. Authentication and Signature of Instruments |
8 | |||
| Article VIII – Stock and Stock Certificates |
9 | |||
| Section 1. Transfers |
9 | |||
| Section 2. Stock Certificates |
9 | |||
| Section 3. Record Date and Closing Transfer Books |
9 | |||
| Article IX – Corporate Seal |
10 | |||
| Article X – Miscellaneous Provisions |
10 | |||
| Section 1. Fiscal Year |
10 | |||
| Section 2. Execution of Instruments |
10 | |||
| Section 3. Records |
10 | |||
| Section 4. Banking Hours |
11 | |||
| Section 5. Corporate Governance Procedures |
11 | |||
| Article XI – By-laws |
11 | |||
| Section 1. Inspection |
11 | |||
| Section 2. Amendments |
11 | |||
Page ii of ii
CITIBANK, N.A.
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meeting. The regular annual meeting of the shareholders, for the election of Directors and the transaction of whatever other business may come before the meeting, shall be held at the Head Office of the Association, 5800 S. Corporate Place, Sioux Falls, South Dakota, County of Lincoln, or such other place as the Board of Directors may designate, on such date and at such time as may be fixed by resolution of the Board of Directors. Notice of such meeting may be waived in writing before, after, or at such meeting.
Section 2. Special Meetings. The Board of Directors, or the holders of not less than ten per centum of the Common Stock of the Association, may call a special meeting of shareholders at any time. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at their address appearing on the books of the Association, a notice stating the purpose of the meeting. Such notice may be waived in writing before, after, or at, such meeting.
Section 3. Inspector of Election. If the Board of Directors shall so determine, any election of Directors shall be managed by one or more inspectors of election, who shall be appointed by the Chair of the meeting, and who, before entering upon the discharge of their duties shall be duly sworn faithfully to execute the duties of inspector(s) of election with strict impartiality, and according to the best of their ability. The inspector(s) of election shall hold and conduct the election at which they are appointed to serve; and, after the election, they shall file with the Secretary a certificate under their hands, certifying the result thereof and the names of the Directors elected. The inspector(s) of election, at the request of the Chair of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall certify the result thereof.
Section 4. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 5. Action without Meeting. Any action which requires a vote of the shareholders, but does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of South Dakota, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.
Page 1 of 11
ARTICLE II
Directors
Section 1. Board of Directors. The Board of Directors shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board.
Section 2. Number and Term. The Board of Directors shall consist of such number, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which all shareholders are at the time entitled. The Directors of the Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 3. Organization Meeting. The Secretary, upon receiving the certificate of the inspector(s), of the result of any election, shall notify the Directors-elect of their election and of the time at which they are required to meet at the Head Office of the Association, or such other place as the Board of Directors may designate, for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be appointed to be held on the day of the election or as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting, from time to time, until a quorum is obtained. Any business which may properly be transacted by the Board of Directors may be transacted at any organization meeting thereof.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held at least quarterly, unless the Board of Directors shall otherwise determine, at the Head Office of the Association, with notice to the Directors of the date and time of such meeting, or, may be held at such other time and place as the Board shall have ordered at any previous meeting.
Section 5. Special Meetings. A special meeting of the Board of Directors may be called at any time by the Chair, the Chief Executive Officer, or the President, or on the written request of any three members of the Board.
Section 6. Notice. Notice of any special meeting, specifying the time and place of such meeting, or of the time and place or the cancellation of any regular meeting of the Board of Directors may be given in writing, either by mailing the same to each Director, at their address appearing on the books of the Association on or before the second day preceding the meeting, or by e-mailing (or otherwise electronically communicating) the same to each Director at their e-mail address (or other electronic point of contact) appearing on the books of the Association, or delivering the same to each Director personally, or leaving the same at their place of business, or at their residence, or by telephone on or before the day preceding the meeting. Notice need not be given to any Director if waived by each Director in writing. Attendance of a Director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the Director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because such meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors or any committee thereof need be specified in any written waiver of notice.
Page 2 of 11
Section 7. Quorum and Manner of Acting. At every meeting of the Board of Directors, a majority shall constitute a quorum, and, except as otherwise required by law, the vote of a majority of the Directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may adjourn any meeting from time to time until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned. Members of the Board of Directors may participate in meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another.
Section 8. Action without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors.
Section 9. Vacancies. When any vacancy occurs among the Directors, including a vacancy resulting from an increase in the number of Directors, the vacancy may be filled by the shareholders or by a majority vote of the remaining members of the Board. Appointments to fill such vacancy may occur at any regular meeting, or at a special meeting called for that purpose. Section 10. Directors’ Fees. The Board of Directors shall have authority to determine from time to time, the amount of compensation which shall be paid to any of its members, provided however that no such compensation be paid to any Director who is a salaried officer or employee of the Association or any of its subsidiaries. Directors shall receive transportation and other expenses of attendance.
ARTICLE III
Committees of the Board
Section 1. Executive Committee: Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors which shall be constituted as provided in Section 2 of this Article. The Executive Committee shall have and may exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board with respect thereto shall be entered in the minutes of the Board. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done or conferred under authority of the Board.
Page 3 of 11
Section 2. Executive Committee: Membership, Meetings, and Quorum. The Executive Committee shall hold a regular meeting without notice at the time and place appointed for each regular meeting of the Board of Directors at which a quorum of the Board shall not be in attendance at said time and place, unless such regular meeting of the Board is cancelled as provided in Article II, Section 6. The Directors present at such time and place, if there be not less than three, shall constitute the Executive Committee for such regular meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. A special meeting of the Executive Committee may be called at any time by the Chair, the Chief Executive Officer or the President. Notice of any such special meeting shall be given to each Director in the manner provided in Article II, Section 6, for the giving of notice, or the waiver thereof, of a special meeting of the Board of Directors and shall be sufficient even though such notice refers only to a meeting of the Board of Directors. The Directors who shall attend at the time and place fixed in such notice, if there be not less than three, shall constitute the Executive Committee for such special meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. Executive Committee meetings may be held through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another.
Section 3. Other Committees. The Board of Directors may appoint, from time to time, from its own members, committees of one or more persons, for such purposes and with such powers as the Board may determine. Members of such committees may participate in meetings of those committees through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another. Each such committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors, and any action taken by the Board with respect thereto shall be entered into the minutes of the Board. Committees composed of non-members of the Board may also be appointed to consult with the members regularly or from time to time under such rules as the Board may determine but in no event may such committees have the power of final decision in matters concerning the business of the Association.
ARTICLE IV
Officers and Agents
Section 1. Chair. The Board of Directors shall appoint one of its members to be Chair of the Association. The Chair shall have general executive powers as well as the specific powers conferred by these By-laws. The Chair shall preside at meetings of the shareholders and at meetings of the Board of Directors and the Executive Committee.
Section 2. Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer of the Association. The Chief Executive Officer shall have general executive powers as well as the specific powers conferred by these By-laws. The Chief Executive Officer shall also have such powers and duties as may from time to time be assigned by the Board of Directors. In addition, the Board of Directors may delegate to the Chief Executive Officer the authority to appoint Senior Vice Presidents, excluding Functionally Designated Officers, if a Senior Vice President’s appointment occurs outside of the Annual Organizational Meeting and provided that the Board ratifies each interim appointment of Senior Vice Presidents during its Annual Organizational Meeting. In the absence of the Chair, the Chief Executive Officer shall exercise their respective powers and duties and shall preside at meetings of the shareholders, the Board of Directors, and the Executive Committee. The Board of Directors shall appoint the Chief Executive Officer to be a member of the Board of Directors.
Page 4 of 11
Section 3. President. The Board of Directors may appoint a President of the Association. The President shall have general executive powers as well as the specific powers conferred by these By-laws. In the absence of the Chief Executive Officer, the President shall exercise the powers and duties of the Chief Executive Officer of the Association, including the powers and duties related to meetings of the Board of Directors and the Executive Committee.
Section 4. Vice Chairs. The Board of Directors may appoint one or more Vice Chairs of the Association. In the absence of the Chair, the Chief Executive Officer and the President, and, in the order of their appointment to the office, the Vice Chairs shall exercise the powers and duties of the Chief Executive Officer related to meetings of the Board of Directors and the Executive Committee and the powers and duties of the Chair related to meetings of the shareholders. Each Vice Chair shall have general executive powers as well as the specific powers conferred by these By-laws. Each of them shall also have such powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer or the President.
Section 5. Executive Vice Presidents. The Board of Directors may appoint one or more Executive Vice Presidents of the Association, each of whom shall have supervision of such major group or other administrative unit of the Association, or such other primary responsibilities, as may from time to time be established and defined by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. Each Executive Vice President shall have general executive powers as well as the specific powers conferred by these By-laws. Each Executive Vice President shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 6. Senior Vice Presidents. The Board of Directors may appoint one or more Senior Vice Presidents of the Association. Each Senior Vice President shall have general executive powers as well as the specific powers conferred by these By-laws. They shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 7. Secretary. The Board of Directors shall appoint a Secretary who shall keep accurate minutes of meetings of the shareholders, the Board of Directors, and the Executive Committee of the Board. The Secretary shall attend to the giving of all notices required by these By-laws to be given. The Secretary shall be custodian of the corporate seal, records, documents, and papers of the Association. The Secretary shall have and may exercise any and all other powers and duties pertaining by law or regulation to the office of Secretary, or imposed by these By-laws. The Secretary shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. The Secretary may appoint one or more Assistant Secretaries with such powers and duties as the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, or the Secretary shall, from time to time, determine.
Page 5 of 11
Section 8. Treasurer. The Treasurer shall have the powers attendant to the office of Treasurer. The Treasurer shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 9. Chief Auditor. The Board of Directors shall appoint a Chief Auditor who shall be the chief auditing officer of the Association. The Chief Auditor shall continuously examine the affairs of the Association, and shall report to the Board of Directors. The Chief Auditor shall have and may exercise the powers and duties as from time to time may be conferred upon, or assigned by the Board of Directors. Subject to the authority granted to the Chief Auditor by the Board of Directors, the Chief Auditor may also appoint, dismiss, and fix the salaries of one or more Vice Presidents, Assistant Vice Presidents, Managers, and Assistant Managers, and such other officers in the Chief Auditor’s Division as, from time to time, appear to be required or desirable.
Section 10. Vice Presidents. The Board of Directors may appoint one or more Vice Presidents of the Association. Each Vice President appointed by the Board of Directors shall have specific powers conferred by these By-laws and such further powers, duties and areas of supervision as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. In addition, the Board of Directors may delegate to officers of the rank of Executive Vice President or Senior Vice President or higher the authority to appoint, dismiss and fix salaries to be paid Vice Presidents within the respective officers’ areas of supervision. The Vice Presidents so appointed shall have such powers and duties as may, from time to time, be conferred upon or assigned to them by (i) the Board of Directors, the Chair, the Chief Executive Officer, the President or any Vice Chair, or (ii) the appointing officer to the extent such powers and duties so conferred or assigned are within such appointing officer’s area of supervision.
Section 11. Other Officers. The Board of Directors may establish senior officer positions equivalent to and having duties and powers the same as those officers mentioned in the preceding Sections of this Article IV. The Board of Directors may also appoint one or more Assistant Vice Presidents, Managers, Assistant Managers, and such other officers as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association. In addition, the Board of Directors may delegate to officers of the rank of Executive Vice President or Senior Vice President or higher the authority to appoint, dismiss, and to fix the salaries to be paid to any such officers other than officers in the Chief Auditor’s Division, within the respective officer’s area of supervision. The officers so appointed shall have such powers and duties as may, from time to time, be conferred upon or assigned to them by (i) the Board of Directors, the Chair, the Chief Executive Officer, the President or any Vice Chair, or (ii) the appointing officer to the extent such powers and duties so conferred or assigned are within such appointing officer’s area of supervision.
Section 12. Attorneys-in-Fact. The Board of Directors may appoint one or more attorneys-in-fact as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association. Subject to the authority of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President or any Senior Vice President may appoint, dismiss and fix the compensation to be paid to such
Page 6 of 11
attorneys-in-fact (including third-party attorneys-in-fact who are not employed by the Association or by any affiliated corporate entity). In the case of any Vice President designated as Citigroup Country Officer (“CCO”), said CCO may appoint, dismiss and fix the compensation to be paid to such attorneys-in-fact in accordance with, and limited to, the powers granted to them pursuant to their respective CCO Powers of attorney. The attorneys-in-fact appointed pursuant to this Section 12 shall exercise such powers and perform such duties as may, from time to time, be conferred upon them by Power of Attorney.
Section 13. Tenure of Office. All officers appointed by the Board of Directors, or under its authority, shall hold office at the pleasure of the Board.
ARTICLE V
Domestic Branches
Section 1. Establishment. The Association shall have the power to establish, to discontinue, or, from time to time to change the location of, any domestic branch, subject to such limitations as from time to time may be provided by law, and pursuant to its policies and procedures, and pursuant to such other requirements as the Board may direct.
Section 2. Management. Subject to the general supervision and control of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, and any Senior Vice President, the affairs of the domestic branches shall be under the immediate supervision and control of such officer as the Board, the Chair, the Chief Executive Officer, or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any domestic branch such officers, agents, and employees as the assigning officer may deem necessary to conduct the business thereof, and to reassign them as such officer may find proper and to discontinue, or, from time to time to change the location of, any domestic branch, subject to such limitations as from time to time may be provided by law.
ARTICLE VI
Foreign Branches
Section 1. Establishment. The Association shall have the power to establish, to discontinue, or, from time to time, to change the location of, any branch or representative office in a foreign country (or jurisdiction) or in a dependency of the United States of America, subject to such limitations as from time to time may be provided by law, and pursuant to its policies and procedures, and pursuant to such other requirements as the Board may direct.
The approval of the Board of Directors shall be required for the establishment of a branch, representative office, or subsidiary that creates a direct or indirect Association presence in a foreign country (or jurisdiction) or in a dependency of the United States of the America where the Association does not maintain any branch, representative office, or subsidiary at the time of such establishment. The approval of the Board of Directors shall also be required for the conversion of a branch or representative office into a subsidiary.
Page 7 of 11
Section 2. Management. Subject to the general supervision and control of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, and any Senior Vice President, the affairs of the foreign branches shall be under the immediate supervision and control of such officer as the Board, the Chair, the Chief Executive Officer, or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any foreign branch such officers, agents, and employees as the assigning officer may deem necessary to conduct the business thereof, and to reassign them as such officer may find proper and to discontinue, or, from time to time to change the location of, any foreign branch, subject to such limitations as from time to time may be provided by law.
Section 3. Custody of Funds. The funds of each branch shall be kept in the custody of the officer, manager, or other agent-in-charge thereof, or in such depositories as such person may select, subject to the approval of such officer as may have supervision over the foreign branches of the Association.
Section 4. Books, Reports, and Fiscal Periods. At each branch, the officer, manager or other agent-in-charge thereof shall keep or cause to be kept, full and regular books of account, which shall at all times be open to inspection by the Association, through its proper officers or accountants or by the proper officers of the Government of the United States of America. All the transactions of the Association at the several branches shall be reported promptly to the Association by the officer, manager or other agent-in-charge thereof. Such officer as may have supervision over the foreign branches of the Association, may from time to time specify with respect to each branch the fiscal periods for ascertainment or remittance of profits and, generally, for its accounting purposes.
ARTICLE VII
Fiduciary Powers
Section 1. Assignment of Fiduciary Powers. All fiduciary powers of the Association shall be exercised, subject to such regulations as the Office of the Comptroller of the Currency shall from time to time establish, by one or more Directors, officers, employees or committees as the Board of Directors shall from time to time determine.
Section 2. Authentication and Signature of Instruments. All authentications or certificates by the Association, as Trustee under any mortgage, deed of trust or other instrument securing bonds, debentures, notes, or other obligations of any corporation, and all certificates as Registrar or Transfer Agent and all certificates of deposit for stocks and bonds, and interim certificates and trust certificates, may be signed or countersigned in behalf of the Association by the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, any Senior Vice President, the Secretary, any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-laws, any Assistant Vice President, any Manager, any Senior Trust Officer, any Assistant Manager, any Trust Officer, or any officer with rank equivalent to any of the foregoing as may be designated by the Secretary, or by any other person appointed for that purpose by the Board of Directors or pursuant to these By-laws. Any such signature or countersignature may be executed and delivered as a physical wet-ink signature or via facsimile or digital scan of the same, or by such other means and method as allowable under applicable governing law.
Page 8 of 11
ARTICLE VIII
Stock and Stock Certificates
Section 1. Transfers. Shares of stock shall be transferable on the books of the Association, and transfer books shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to their shares, succeed to all the rights and liabilities of the prior holder of such shares. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board may deem advisable, from time to time, to act as transfer agents or co-transfer agents and registrars or co-registrars of the stock of the Association.
Section 2. Stock Certificates. Certificates of stock shall bear the signature of either the Chair, the Chief Executive Officer, President, Chief Financial Officer or Treasurer (which may be engraved, printed or impressed) and shall either (a) bear the engraved, printed or impressed signature of the Secretary, be countersigned manually by a duly authorized transfer agent or co-transfer agent of the stock of the Association and be registered by a duly appointed registrar or co-registrar of the stock of the Association, or (b) be signed manually by the Secretary or by any Assistant Secretary or officer designated as an Authorized Officer of the Association and countersigned by any other Assistant Secretary or officer designated as an Authorized Officer, and, in either case the seal of the Association shall be engraved, printed or impressed thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association by the holder thereof or their attorney, upon surrender of the certificate properly endorsed.
Section 3. Record Date and Closing Transfer Books. The Board of Directors may prescribe a period of not more than thirty days during which no transfer of shares of stock on the books of the Association may be made or in lieu thereof may fix a record date and hour, for the purpose of determining the shareholders entitled to any dividend or distribution, or to notice respecting any meeting of the shareholders or any matter as to which the consent or dissent of shareholders may effectively be expressed without a meeting, and to vote or otherwise act at such meeting or concerning such matter. Any record date thus fixed shall not be prior to the date of declaration of such dividend or distribution or giving notice to the shareholders respecting such meeting or matter, nor shall it be more than thirty days prior to the date fixed for such meeting or expression of such consent or dissent.
Page 9 of 11
ARTICLE IX
Corporate Seal
The Secretary or any Assistant Secretary, or other officer thereunto designated by the Secretary, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal, effective as of January 1, 2016, shall be substantially in the following form:
ARTICLE X
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents, may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chair, the Chief Executive Officer, the President, any Vice Chair, or any Executive Vice President, or any Senior Vice President, or the Secretary, or the Chief Auditor, or any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-laws, or, if in connection with the exercise of any of the fiduciary powers of the Association, by any of said officers or by any Senior Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 2 are supplementary to any other provisions of these Bylaws.
Section 3. Records. The Articles of Association, the By-laws and the proceedings of all meetings of the shareholders, the Board of Directors, the Executive Committee, and other standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary or other officer appointed to act as Secretary of the meeting.
Page 10 of 11
Section 4. Banking Hours. The Head Office of the Association and its branch offices shall be open for business on such days and during such hours as the Association shall establish from time to time consistent with applicable law.
Section 5. Corporate Governance Procedures. To the extent not inconsistent with applicable federal banking statutes, the Association has elected to follow the corporate governance procedures contained in the Delaware General Corporation Law.
ARTICLE XI
By-laws
Section 1. Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours.
Section 2. Amendments. These By-laws may be amended, altered or repealed, at any meeting of the Board of Directors, by a vote of a majority of the whole number of the Directors.
Page 11 of 11
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
| In millions of dollars | 2025 | 2024 | ||||||
| Assets |
||||||||
| Cash and due from banks (including segregated cash and other deposits) |
$ | 23,717 | $ | 22,782 | ||||
| Deposits with banks, net of allowance |
325,862 | 253,750 | ||||||
| Securities borrowed and purchased under agreements to resell (including $206,110 and $140,855 as of December 31, 2025 and 2024, respectively, at fair value), net of allowance |
356,195 | 274,062 | ||||||
| Brokerage receivables, net of allowance |
62,679 | 50,841 | ||||||
| Trading account assets (including $228,816 and $193,291 pledged to creditors as of December 31, 2025 and 2024, respectively) |
537,139 | 442,747 | ||||||
| Investments: |
||||||||
| Available-for-sale debt securities (including $4,931 and $5,389 pledged to creditors as of December 31, 2025 and 2024, respectively) |
246,720 | 226,876 | ||||||
| Held-to-maturity debt securities, net of allowance (fair value of which is $179,520 and $224,410 as of December 31, 2025 and 2024, respectively) (includes $70 and $0 pledged to creditors as of December 31, 2025 and 2024, respectively) |
189,831 | 242,382 | ||||||
| Equity securities (including $921 and $578 as of December 31, 2025 and 2024, respectively, at fair value) |
7,678 | 7,399 | ||||||
|
|
|
|
|
|||||
| Total investments |
$ | 444,229 | $ | 476,657 | ||||
| Loans: |
||||||||
| Consumer (including $51 and $281 as of December 31, 2025 and 2024, respectively, at fair value) |
408,533 | 393,102 | ||||||
| Corporate (including $6,804 and $7,759 as of December 31, 2025 and 2024, respectively, at fair value) |
343,697 | 301,386 | ||||||
|
|
|
|
|
|||||
| Loans, net of unearned income |
$ | 752,230 | $ | 694,488 | ||||
| Allowance for credit losses on loans (ACLL) |
(19,247 | ) | (18,574 | ) | ||||
|
|
|
|
|
|||||
| Total loans, net |
$ | 732,983 | $ | 675,914 | ||||
| Goodwill |
19,098 | 19,300 | ||||||
| Intangible assets (including MSRs of $759 and $760 as of December 31, 2025 and 2024, respectively) |
4,284 | 4,494 | ||||||
| Premises and equipment, net of depreciation and amortization |
33,339 | 30,192 | ||||||
| Other assets (including $15,840 and $13,703 as of December 31, 2025 and 2024, respectively, at fair value), net of allowance |
117,677 | 102,206 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 2,657,202 | $ | 2,352,945 | ||||
|
|
|
|
|
|||||
| CONSOLIDATED BALANCE SHEET (Continued) |
Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
| In millions of dollars, except shares and par value per share amounts | 2025 | 2024 | ||||||
| Liabilities |
||||||||
| Deposits (including $4,222 and $3,608 as of December 31, 2025 and 2024, respectively, at fair value) |
$ | 1,403,573 | $ | 1,284,458 | ||||
| Securities loaned and sold under agreements to repurchase (including $199,422 and $49,154 as of December 31, 2025 and 2024, respectively, at fair value) |
348,098 | 254,755 | ||||||
| Brokerage payables (including $5,492 and $5,207 as of December 31, 2025 and 2024, respectively, at fair value) |
74,836 | 66,601 | ||||||
| Trading account liabilities |
162,798 | 133,846 | ||||||
| Short-term borrowings (including $21,567 and $12,484 as of December 31, 2025 and 2024, respectively, at fair value) |
51,878 | 48,505 | ||||||
| Long-term debt (including $130,726 and $112,719 as of December 31, 2025 and 2024, respectively, at fair value) |
315,827 | 287,300 | ||||||
| Other liabilities, plus allowances |
86,370 | 68,114 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 2,443,380 | $ | 2,143,579 | ||||
|
|
|
|
|
|||||
| Stockholders’ equity |
||||||||
| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2025—802,000 and as of December 31, 2024—714,000, at aggregate liquidation value |
$ | 20,050 | $ | 17,850 | ||||
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2025—3,099,752,593 and as of December 31, 2024—3,099,719,006 |
31 | 31 | ||||||
| Additional paid-in capital |
108,452 | 109,117 | ||||||
| Retained earnings |
215,128 | 206,294 | ||||||
| Treasury stock, at cost: December 31, 2025—1,352,205,592 shares and December 31, 2024—1,222,647,540 shares |
(89,473 | ) | (76,842 | ) | ||||
| Accumulated other comprehensive income (loss) (AOCI) |
(41,897 | ) | (47,852 | ) | ||||
|
|
|
|
|
|||||
| Total Citigroup stockholders’ equity |
$ | 212,291 | $ | 208,598 | ||||
| Noncontrolling interests |
1,531 | 768 | ||||||
|
|
|
|
|
|||||
| Total equity |
$ | 213,822 | $ | 209,366 | ||||
|
|
|
|
|
|||||
| Total liabilities and equity |
$ | 2,657,202 | $ | 2,352,945 | ||||
|
|
|
|
|
|||||
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.