FULLTEXT DEL 3 AV 3
10-K – 2026-02-19 – ter-20251231.htm
The accumulated benefit obligation for the U.S. defined benefit pension plans was $ 109.0 million and $ 109.0 million at December 31, 2025, and 2024, respectively. The accumulated benefit obligation for foreign defined benefit pension plans was $ 33.5 million and $ 29.1 million at December 31, 2025, and 2024, respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets as of December 31: 2025 2024 United States Foreign United States Foreign (in millions) Projected benefit obligation $ 41.8 $ 36.7 $ 41.3 $ 30.3 Accumulated benefit obligation 41.7 33.5 41.1 29.1 Fair value of plan assets — 5.2 — 2.0 71 Table of Contents Expense For the years ended December 31, 2025, 2024, and 2023, Teradyne’s net periodic pension cost (income) was comprised of the following: 2025 2024 2023 United States Foreign United States Foreign United States Foreign (in thousands) Components of Net Periodic Pension Cost (Income): Service cost $ 613 $ 1,094 $ 881 $ 446 $ 1,063 $ 446 Interest cost 5,703 1,204 6,292 953 6,888 1,057 Expected return on plan assets ( 3,956 ) ( 193 ) ( 4,865 ) ( 77 ) ( 5,194 ) ( 45 ) Net actuarial (gain) loss 1,396 ( 1,554 ) ( 1,929 ) ( 1,948 ) 18 2,735 Settlement (gain) loss — 18 394 ( 24 ) ( 209 ) 5 Total net periodic pension cost (income) $ 3,756 $ 569 $ 773 $ ( 650 ) $ 2,566 $ 4,198 Weighted Average Assumptions to Determine Net Periodic Pension Cost at January 1: 2025 2024 2023 United States Foreign United States Foreign United States Foreign Discount rate 5.4 % 3.3 % 4.7 % 3.0 % 3.5 % 3.5 % Expected return on plan assets 5.1 4.5 4.7 2.5 4.8 1.8 Salary progression rate 2.5 2.4 2.5 2.4 2.4 2.1 Weighted Average Assumptions to Determine Pension Obligations at December 31: 2025 2024 United States Foreign United States Foreign Discount rate 5.2 % 3.9 % 5.4 % 3.3 % Salary progression rate 2.5 2.9 2.5 2.4 In developing the expected return on plan assets assumption, Teradyne evaluates input from its investment manager and pension consultants, including their forecast of asset class return expectations. Teradyne believ es that 5.05 % was an appropriate rate to use for fiscal year 2025 for the U.S. Qualified Pension Plan (“U.S. Plan”). Teradyne recognizes net actuarial gains and losses and the change in the fair value of the plan assets in its operating results in the year in which they occur or upon any interim remeasurement of the plans. Teradyne calculates the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans. The discount rate utilized to determine future pension obligations for the U.S. Plan is based on FTSE Pension Index adjusted for the plan’s expected cash flows and was 5.3 % at December 31, 2025, down from 5.4 % at December 31, 2024. Plan Assets As of December 31, 2025 , the fair value of Teradyne’s pension plans’ assets totaled $ 85.8 million, of which $ 80.6 million was related to the U.S. Plan and $ 5.2 million was related to foreign defined benefit pension plans in Germany and Taiwan. Substantially all of Teradyne’s pension plans’ assets are held in individual trusts, which were established for the investment of assets of Teradyne’s sponsored retirement plans. 72 Table of Contents The following table provides weighted average pension asset allocation by asset category at December 31, 2025, and 2024: 2025 2024 United States Foreign United States Foreign Fixed income securities 94.0 % — % 94.0 % — % Equity securities 5.0 59.1 5.0 — Other 1.0 40.9 1.0 100.0 100.0 % 100.0 % 100.0 % 100.0 % The assets of the U.S. Plan are overseen by the Teradyne Fiduciary Committee which is comprised of members of senior management drawn from appropriate diversified levels of the management team. The Fiduciary Committee is responsible for setting the policy that provides the framework for management of the U.S. Plan assets. In accordance with its responsibilities, the Fiduciary Committee meets on a regular basis to review the performance of the U.S. Plan assets and compliance with the investment policy. The policy sets forth an investment structure for managing U.S. Plan assets, including setting the asset allocation ranges, which are expected to provide an appropriate level of overall diversification required to maximize the long-term return on plan assets for a prudent and reasonable level of risk given prevailing market conditions, total investment return over the long term, and preservation of capital, while maintaining sufficient liquidity to pay the benefits of the U.S. Plan. The investment portfolio will not, at any time, have a direct investment in Teradyne stock. It may have indirect investment in Teradyne stock, if one of the funds selected by the investment manager invests in Teradyne stock. In developing the asset allocation ranges, third party asset allocation studies are periodically performed that consider the current and expected positions of the plan assets and funded status. Based on this study and other appropriate information, the Fiduciary Committee establishes asset allocation ranges taking into account acceptable risk targets and associated returns. The investment return objectives are to avoid excessive volatility and produce a rate of return that at least matches the Policy Index identified below. The manager’s investment performance is reviewed at least annually. Results for the total portfolio and for each major category of assets are evaluated in comparison with appropriate market indices and the Policy Index. The target asset allocation and the index for each asset category for the U.S. Plan, per the investment policy, are as follows: Asset Category: Policy Index: Target Allocation U.S. corporate fixed income Bloomberg U.S. Corporate A or Better Index, 20+ Year Index 62 % U.S. corporate fixed income Bloomberg U.S. Intermediate Corporate ex Baa Index 13 U.S. government fixed income Bloomberg U.S. 3 - 10 year Treasury Bond Index 12 U.S. government fixed income Bloomberg U.S. Government Bond Index 2 Global equity MSCI World Index 5 High yield fixed income ICE BofA BB-B U.S. High Yield Constrained Index 5 Cash FTSE U.S. 3 -Month Treasury Bill Index 1 Teradyne’s U.S. Plan invests primarily in common trust funds. Units held in the common trust funds are valued at the unit price as reported by the investment manager based on the asset value of the underlying investments; underlying investments in equity securities are valued at the last reported sales price, and underlying investments in fixed-income securities are generally valued using methods based upon market transactions for comparable securities. During the years ended December 31, 2025, and December 31, 2024, there were no transfers of pension assets in or out of Level 1, Level 2, and Level 3. 73 Table of Contents The fair value of pension plan assets by asset category and by level at December 31, 2025, and December 31, 2024 were as follows: December 31, 2025 United States Foreign Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Fixed income securities: Corporate debt securities $ — $ 64,486 $ — $ 64,486 $ — $ — $ — $ — U.S. government securities — 11,322 — 11,322 — — — — Global equity — 4,029 — 4,029 — 3,065 — 3,065 Other — — — — — 2,118 — 2,118 Cash and cash equivalents 812 — — 812 — — — — Total $ 812 $ 79,837 $ — $ 80,649 $ — $ 5,183 $ — $ 5,183 December 31, 2024 United States Foreign Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) Fixed income securities: Corporate debt securities $ — $ 65,160 $ — $ 65,160 $ — $ — $ — $ — U.S. government securities — 11,414 — 11,414 — — — — Global equity — 4,025 — 4,025 — — — — Other — — — — — 1,988 — 1,988 Cash and cash equivalents 818 — — 818 — — — — Total $ 818 $ 80,599 $ — $ 81,417 $ — $ 1,988 $ — $ 1,988 Contributions Teradyne’s funding policy is to make contributions to the plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2025, Teradyne contributed $ 3.3 million to the U.S. supplemental executive defined benefit pension plan and $ 1.2 million to certain qualified plans for non-U.S. subsidiaries. During 2024, Teradyne contributed $ 3.1 million to the U.S. supplemental executive defined benefit pension plan and $ 1.0 million to certain qualified plans for non-U.S. subsidiaries. In 2026, contributions to the U.S. supplemental executive defined benefit pension plan and certain qualified plans from non-U.S. subsidiaries will be approximately $ 3.6 million and $ 1.7 million, respectively. Contributions to the U.S. supplemental executive defined benefit pension plan and certain non-U.S. subsidiaries qualified plans will be approximately $ 7.7 million and $ 4.1 million, respectively, in 1 to 3 years, $ 7.4 million and $ 4.0 million, respectively, in 3 to 5 years and $ 16.5 million and $ 10.6 million, respectively, thereafter. Expected Future Pension Benefit Payments Future benefit payments are expected to be paid as follows: United States Foreign (in thousands) 2026 $ 12,018 $ 1,791 2027 12,600 2,061 2028 12,328 2,191 2029 11,214 2,306 2030 10,810 1,860 2031-2035 37,792 11,735 74 Table of Contents Postretirement Benefit Plans In addition to receiving pension benefits, U.S. Teradyne employees who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne’s Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees’ survivors and are available to all retirees. Substantially all of Teradyne’s current U.S. employees could become eligible for these benefits, and the existing benefit obligation relates primarily to those employees. During the twelve months ended December 31, 2025, and December 31, 2024, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program. The December 31 balances of the postretirement assets and obligations are shown below: 2025 2024 (in thousands) Assets and Obligations Change in benefit obligation: Projected benefit obligation: Beginning of year $ 5,591 $ 6,933 Service cost 36 37 Interest cost 306 289 Actuarial (gain) loss 321 ( 445 ) Benefits paid ( 1,246 ) ( 1,685 ) Special termination benefits 684 462 End of year 5,691 5,591 Change in plan assets: Fair value of plan assets: Beginning of year — — Company contributions 1,246 1,685 Benefits paid ( 1,246 ) ( 1,685 ) End of year — — Funded status $ ( 5,691 ) $ ( 5,591 ) The following table provides amounts recorded within the account line items of financial position as of December 31: 2025 2024 (in thousands) Accrued employees’ compensation and withholdings $ ( 1,029 ) $ ( 938 ) Retirement plans liabilities ( 4,662 ) ( 4,653 ) Funded status $ ( 5,691 ) $ ( 5,591 ) The following table provides amounts recognized in accumulated other comprehensive income (loss) as of December 31: 2025 2024 (in thousands) Prior service credit, before tax $ ( 5 ) $ ( 14 ) Deferred taxes ( 1,695 ) ( 1,693 ) Total recognized in other comprehensive income (loss), net of tax $ ( 1,700 ) $ ( 1,707 ) 75 Table of Contents Expense For the years ended December 31, 2025, 2024, and 2023, Teradyne’s net periodic postretirement benefit cost (income) was comprised of the following: 2025 2024 2023 (in thousands) Components of Net Periodic Postretirement Benefit Cost (income): Service cost $ 36 $ 37 $ 34 Interest cost 306 289 299 Amortization of prior service credit ( 9 ) ( 9 ) ( 9 ) Net actuarial (gain) loss 321 ( 445 ) 155 Special termination benefits 684 462 2,513 Total net periodic postretirement benefit cost (income) 1,338 334 2,992 Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income: Reversal of amortization items: Prior service credit 9 9 9 Total recognized in other comprehensive income 9 9 9 Total recognized in net periodic postretirement cost (income) and other comprehensive income $ 1,347 $ 343 $ 3,001 Weighted Average Assumptions to Determine Net Periodic Postretirement Benefit Income as of January 1: 2025 2024 2023 Discount rate 5.4 % 4.7 % 5.0 % Initial health care cost trend rate 8.6 7.7 7.2 Ultimate health care cost trend rate 4.5 4.5 4.5 Year in which ultimate health care cost trend rate is reached 2035 2033 2032 Weighted Average Assumptions to Determine Postretirement Benefit Obligation as of December 31: 2025 2024 2023 Discount rate 5.3 % 5.4 % 4.7 % Initial health care trend 7.9 8.6 7.7 Ultimate health care trend 4.5 4.5 4.5 Medical cost trend rate decrease to ultimate rate in year 2035 2035 2033 Contributions Contributions to the U.S. postretirement benefit plan will be approximately $ 1.0 million in 2026, $ 1.4 million in 1 to 3 years, $ 0.8 million in 3 to 5 years and $ 1.6 million, thereafter. Expected Future Benefit Payments Future benefit payments are expected to be paid as follows: Benefit Payments (in thousands) 2026 $ 1,029 2027 814 2028 594 2029 434 2030 410 2031-2035 1,580 76 Table of Contents S . STOCK-BASED COMPENSATION Stock Compensation Plans Under Teradyne’s stock compensation plans, Teradyne grants time-based restricted stock units, performance-based restricted stock units and stock options, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”). Service-based restricted stock unit awards granted to employees vest in equal annual installments over four years . Restricted stock unit awards granted to non-employee directors vest after a one-year period, with 100 % of the award vesting on the earlier of (a) the first anniversary of the grant date or (b) the date of the following year’s Annual Meeting of Shareholders. Teradyne expenses the cost of the restricted stock unit awards subject to time-based vesting, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse. Performance-based restricted stock units (“PRSUs”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). Teradyne’s three-year TSR performance is measured against the New York Stock Exchange (“NYSE”) Composite Index. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from 0 % to 200 % of the target shares. The TSR PRSUs will vest upon the three-year anniversary of the grant date. The TSR PRSUs are valued using a Monte Carlo simulation model. The number of units expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized regardless of the eventual number of units that are earned based upon the market condition, provided the executive officer remains an employee at the end of the three-year period. Compensation expense is reversed if at any time during the three-year service period the executive officer is no longer an employee, subject to the retirement and termination eligibility provisions noted below. PRSUs granted to Teradyne’s executive officers may also have a performance metric based on three-year cumulative non-GAAP profit before interest and tax (“PBIT”) as a percent of Teradyne’s revenue. Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense; and other non-recurring gains and charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from 0 % to 200 % of the target shares. The PBIT PRSUs will vest upon the three-year anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized based on the number of units that are earned based upon the three-year Teradyne PBIT as a percent of Teradyne’s revenue, provided the executive officer remains an employee at the end of the three-year period subject to the retirement and termination eligibility provisions noted below. If a PRSU recipient’s employment ends prior to the determination of the performance percentage due to (1) death or (2) after attaining both at least age sixty and at least ten years of service, retirement or termination other than for cause, then all or a portion of the recipient’s PRSUs (based on the actual performance percentage achieved on the determination date) will vest on the date the performance percentage is determined. Except as set forth in the preceding sentence, no PRSUs will vest if the executive officer is no longer an employee at the end of the three-year period. Stock options to purchase Teradyne’s common stock at 100 % of the fair market value on the grant date vest in equal annual installments over four years from the grant date and have a maximum term of seven years . On January 22, 2024, the Board enacted the Executive Retirement Policy for Restricted Stock Unit and Option Vesting (the "Retirement Policy"). Under the Retirement Policy, an executive officer that is over the age of 65 and has 10 or more years of service as of the effective date of his or her retirement will be eligible for continued vesting of his or her unvested time-based restricted stock units and stock options granted prior to his or her retirement date. During 2025, 2024 and 2023, Teradyne granted 0.6 million, 0.6 million and 0.5 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $ 113.70 , $ 96.72 , and $ 102.45 , respectively. 77 Table of Contents During 2025, 2024 and 2023, Teradyne granted 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $ 79.78 , $ 121.29 , and $ 90.50 , respectively. During 2025, 2024 and 2023, Teradyne granted 0.1 million of PBIT PRSUs with a grant date fair value of $ 130.27 , $ 94.51 and $ 102.91 , respectively. During 2025, 2024 and 2023, Teradyne granted 0.1 million TSR PRSUs, with a grant date fair value of $ 116.74 , $ 102.51 , and $ 139.04 , respectively. The fair value was estimated using the Monte Carlo simulation model with the following assumptions: 2025 2024 2023 Risk-free interest rate 4.0 % 3.9 % 4.0 % Teradyne volatility-historical 42.8 % 42.4 % 49.7 % NYSE Composite Index volatility-historical 14.4 % 15.6 % 24.1 % Dividend yield 0.4 % 0.5 % 0.4 % Expected volatility was based on the historical volatility of Teradyne’s stock and the NYSE Composite Index for each of the 2025, 2024 and 2023 grants over the most recent three-year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of each of the grants. Dividend yield was based upon an estimated annual dividend amount of $ 0.48 per share for 2025, $ 0.48 per share for 2024 , and $ 0.44 per share for 2023, divided by Teradyne’s weighted average stock price on the grant dates of $ 118.79 for the 2025 grants, $ 95.83 for the 2024 grants, and $ 104.12 for the 2023 grants. During 2025, 2024 and 2023, Teradyne grant ed 0.1 million of s ervice-based stock options to executive officers at a weighted average grant date fair value of $ 46.34 , $ 37.50 , and $ 41.23 , respectively. The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions: 2025 2024 2023 Expected life (years) 4.0 4.0 4.0 Risk-free interest rate 4.1 % 4.0 % 3.8 % Volatility-historical 44.4 % 46.3 % 46.6 % Dividend yield 0.4 % 0.5 % 0.4 % Teradyne determined the stock options’ expected life based upon historical exercise data for executive officers, the age of the executive officers and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $ 0.48 per share divided by Teradyne’s weighted average stock price on the grant dates of $ 119.34 for the 2025 grants, and $ 0.48 per share divided by Teradyne's stock price on the grant date of $ 95.14 for the 2024 grant, and $ 0.44 per share divided by Teradyne’s weighted average stock price on the grant dates of $ 104.15 for the 2023 grants. 78 Table of Contents Stock compensation plan activity for the years 2025, 2024 and 2023, is as follows: 2025 2024 2023 (in thousands) Restricted Stock Units: Non-vested at January 1 1,527 1,378 1,317 Awarded 748 703 728 Vested ( 455 ) ( 492 ) ( 609 ) Forfeited ( 185 ) ( 62 ) ( 58 ) Non-vested at December 31 1,635 1,527 1,378 Stock Options: Outstanding at January 1 141 171 188 Granted 67 49 41 Exercised ( 25 ) ( 77 ) ( 56 ) Forfeited ( 19 ) ( 2 ) ( 2 ) Expired — — — Outstanding at December 31 164 141 171 Vested and expected to vest at December 31 164 141 171 Exercisable at December 31 48 34 68 Total shares available for the years 2025, 2024 and 2023: 2025 2024 2023 (in thousands) Shares available: Available for grant at January 1 3,665 4,353 5,062 Options granted ( 67 ) ( 49 ) ( 41 ) Options forfeited 19 2 2 Restricted stock units awarded ( 748 ) ( 703 ) ( 728 ) Restricted stock units forfeited 185 62 58 Available for grant at December 31 3,054 3,665 4,353 Weighted average restricted stock unit award date fair value information for the years 2025, 2024, and 2023 is as follows: 2025 2024 2023 Non-vested at January 1 $ 101.17 $ 101.00 $ 88.71 Awarded 114.82 97.06 105.05 Vested 104.85 93.12 75.55 Forfeited 106.92 103.81 102.12 Non-vested at December 31 $ 106.35 $ 101.17 $ 101.00 Restricted stock unit awards aggregate intrinsic value information at December 31 for the years 2025, 2024, and 2023 is as follows: 2025 2024 2023 (in thousands) Vested $ 53,355 $ 54,235 $ 62,001 Outstanding 316,356 192,324 149,504 Expected to vest 295,137 177,878 135,238 Restricted stock units weighted average remaining contractual terms (in years) information at December 31 for the years 2025, 2024 and 2023 is as follows: 2025 2024 2023 Outstanding 1.19 1.19 1.13 Expected to vest 1.19 1.19 1.13 79 Table of Contents Weighted average stock options exercise price information for the year ended December 31, 2025, is as follows: 2025 Outstanding at January 1 $ 99.51 Options granted 119.34 Options exercised 91.73 Options forfeited 107.05 Options cancelled — Outstanding at December 31 108.00 Exercisable at December 31 102.42 The total cash received from employees as a result of employee stock options exercised during the years ended December 31, 2025, 2024 and 2023 , was $ 2.2 million, $ 6.6 million, and $ 2.2 million, respectively. In connection with these exercises, the tax benefit realized by Teradyne for the years ended December 31, 2025, 2024 and 2023, was $ 0.2 million, $ 0.2 million, and $ 0.2 million, respectively. Stock option aggregate intrinsic value information for the years ended December 31, 2025, 2024 and 2023 is as follows: 2025 2024 2023 (in thousands) Exercised $ 1,596 $ 2,783 $ 3,901 Outstanding 13,983 3,709 2,647 Expected to vest 9,564 2,531 696 Vested and exercisable 4,419 1,178 1,950 Stock options weighted average remaining contractual terms (in years) information at December 31, for the years 2025, 2024 and 2023 is as follows: 2025 2024 2023 Outstanding 4.8 4.8 4.4 Expected to vest 5.4 5.2 5.1 Vested and exercisable 3.4 3.3 3.4 As of December 31, 2025, total unrecognized expense related to non-vested restricted stock unit awards and stock options was $ 97.3 million and is expected to be recognized over a weighted average period of 2.6 years. Employee Stock Purchase Plan Under the ESPP, eligible employees may purchase shares of common stock through regular payroll deductions of up to 10 % of their compensation, to a maximum of shares with a fair market value of $ 25,000 per calendar year, not to exceed 6,000 shares. Under the plan, the price paid for the common stock is equal to 85 % of the stock price on the last business day of the six-month purchase period. In July 2025 , 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2025 at the price of $ 76.44 per share. In January 2026, Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2025 at the price of $ 164.53 per share. In July 2024 , 0.1 million shares of common stock were issued to employees who participated in the plan during the first half of 2024 at the price of $ 126.05 per share. In January 2025 , Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2024 at the price of $ 107.04 per share. In July 2023, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2023 at the price of $ 94.64 per share. In January 2024 , Teradyne issued 0.2 million shares of common stock to employees who participated in the plan during the second half of 2023 at the price of $ 92.25 per share. As of December 31, 2025, there were 2.9 million shares available for grant under the ESPP. 80 Table of Contents The following table provides the effect to income from operations for recording stock-based compensation for the years ended December 31, 2025, 2024, and 2023: 2025 2024 2023 (in thousands) Cost of revenues $ 5,336 $ 4,922 $ 4,208 Engineering and development 13,724 12,531 10,659 Selling and administrative 44,939 42,669 42,815 Stock-based compensation 63,999 60,122 57,682 Income tax benefit ( 9,671 ) ( 10,472 ) ( 10,397 ) Total stock-based compensation expense after income taxes $ 54,328 $ 49,650 $ 47,285 T. SAVINGS PLAN Teradyne sponsors a defined contribution employee retirement savings plan (“Savings Plan”) covering substantially all U.S. employees. Under the Savings Plan, employees may contribute up to 20 % of their compensation (subject to Internal Revenue Service limitations). The Savings Plan provides for a discretionary employer match that is determined each year. In 2025, 2024 and 2023 , Teradyne matched 100 % of eligible employee contributions up to 4 % of their compensation for employees not accruing benefits in the U.S. Qualified Pension Plan. There was no match for employees still actively accruing benefits in the U.S. Qualified Pension Plan. Teradyne’s contributions vest 25 % per year for the first four years of employment, and contributions for those employees with four years of service vest immediately. In addition, Teradyne sponsors an unfunded U.S. Supplemental Savings Plan to provide savings benefits in excess of those allowed by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The provisions of this plan are the same as the Savings Plan. The liability for the U.S. Supplemental Savings Plan at December 31, 2025, and 2024 , was $ 71.7 million and $ 63.4 million, respectively, and is included in retirement plan liabilities. Teradyne contributes to defined contributions savings plans for its foreign employees. Under Teradyne’s savings plans, amounts charged to the statements of operations for the years ended December 31, 2025, 2024, and 2023 were $ 31.9 million, $ 29.7 million, and $ 30.5 million, respectively . 81 Table of Contents U . INCOME TAXES The components of income before income taxes and the provision (benefit) for income taxes as shown in the consolidated statements of operations were as follows: 2025 2024 2023 (in thousands) Income from continuing operations before income taxes U.S. $ 160,212 $ 231,346 $ 307,997 Non-U.S. 493,048 377,740 217,575 Total $ 653,260 $ 609,086 $ 525,572 Provision (benefit) for income taxes from continuing operations Current: U.S. Federal $ 43,437 $ 40,296 $ 58,063 U.S. State and Local 631 2,716 2,362 Non-U.S. 87,298 62,851 54,037 Total current tax provision (benefit) $ 131,366 $ 105,863 $ 114,462 Deferred: U.S. Federal $ ( 29,672 ) $ ( 33,195 ) $ ( 27,459 ) U.S. State and Local ( 2,370 ) ( 4,162 ) ( 1,599 ) Non-U.S. ( 20,025 ) ( 9,003 ) ( 8,584 ) Total deferred tax provision (benefit) $ ( 52,067 ) $ ( 46,360 ) $ ( 37,642 ) Total: U.S. Federal $ 13,765 $ 7,101 $ 30,604 U.S. State and Local ( 1,739 ) ( 1,446 ) 763 Non-U.S. 67,273 53,848 45,453 Total provision for income taxes: $ 79,299 $ 59,503 $ 76,820 Income tax expense for 2025, 2024 and 2023 totaled $ 79.3 million , $ 59.5 million, and $ 76.8 million, respectively. The effective tax rate for 2025, 2024 and 2023 was 12.1 %, 9.8 % and 14.6 %, respectively. At December 31, 2025 , Teradyne’s remaining tax liability resulting from the U.S. one-time transition tax on the mandatory deemed repatriation of foreign earnings amounts to $ 24.6 million which will be paid in 2026. The increase in the effective rate from 2024 to 2025 is primarily attributable to decreases in benefits related to reserves for uncertain tax positions, foreign tax credits and U.S. research and development tax credits. This increase was partially offset by a shift in the geographic distribution of income which resulted in a reduction of income in higher tax rate jurisdictions. The decrease in the effective tax rate from 2023 to 2024 is primarily attributable to a shift in the geographic distribution of income which resulted in a reduction in income in higher tax rate foreign jurisdictions, the benefit of the release of reserves for uncertain tax positions as a result of the expiration of statute and a decrease in non-deductible officer’s compensation. These rate benefits were partially offset by reductions in benefits from foreign tax credits, U.S. research and development credits and the U.S. foreign derived intangible income deduction. 82 Table of Contents A reconciliation of the effective tax rate for the years 2025, 2024 and 2023 is as follows: 2025 Amount (in thousands) Percent US Federal Statutory Rate $ 137,184 21.00 % State and local income taxes, net of federal benefit ( 1,072 ) ( 0.2 ) Foreign tax effects Singapore Tax rate differential ( 45,983 ) ( 7.0 ) Other 5,945 0.9 Other foreign jurisdictions 3,724 0.6 Effect of changes in tax laws enacted in the current period — — Effect of cross-border tax laws Foreign derived intangible income ( 15,829 ) ( 2.4 ) Other 11,471 1.7 Tax credits Research & development credits ( 15,210 ) ( 2.3 ) Foreign tax credits ( 5,014 ) ( 0.8 ) Changes in valuation allowance — — Non-taxable or non-deductible items Other 4,796 0.7 Changes in uncertain tax positions ( 705 ) ( 0.1 ) Other adjustments ( 8 ) — 79,299 12.1 % 2024 2023 U.S. statutory federal tax rate 21.0 % 21.0 % U.S. global intangible low-taxed income 1.2 0.8 Non-deductible officers’ compensation 0.3 1.1 Equity compensation — ( 0.4 ) U.S. foreign derived intangible income ( 3.1 ) ( 3.9 ) U.S. research and development credit ( 3.0 ) ( 4.2 ) Foreign taxes ( 2.7 ) 2.5 Uncertain tax positions ( 1.9 ) 0.7 Foreign tax credits ( 1.3 ) ( 3.3 ) State income taxes, net of federal tax benefit ( 0.1 ) 0.1 Other, net ( 0.6 ) 0.2 9.8 % 14.6 % In 2025, state and local income taxes in California comprise the majority of the state and local income taxes, net of federal effect category. Teradyne qualifies for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2025, 2024 and 2023 were $ 21.6 million or $ 0.14 per diluted share, $ 17.1 million or $ 0.10 per diluted share, and $ 1.4 million or $ 0.01 per diluted share, respectively. In December 2025, Teradyne entered into an agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2025. The new tax holiday is scheduled to expire on December 31, 2035 . 83 Table of Contents Significant components of Teradyne’s deferred tax assets (liabilities) as of December 31, 2025, and 2024 were as follows: 2025 2024 (in thousands) Deferred tax assets: Research and development $ 141,404 $ 116,746 Tax credits 127,646 121,635 Net operating loss carryforwards 41,138 16,894 Accruals 31,462 23,946 Pension liabilities 26,919 25,202 Inventory valuations 18,779 18,688 Lease liability 15,438 17,828 Deferred revenue 14,626 14,562 Equity compensation 11,314 8,901 Vacation accrual 7,557 6,847 Intangible assets — 4,720 Investment impairment 3,328 3,328 Other 967 322 Gross deferred tax assets 440,578 379,619 Less: valuation allowance ( 124,062 ) ( 117,254 ) Total deferred tax assets $ 316,516 $ 262,365 Deferred tax liabilities: Depreciation $ ( 19,202 ) $ ( 18,788 ) Right of use assets ( 14,120 ) ( 16,257 ) Intangible assets ( 6,095 ) — Contingent consideration ( 5,270 ) ( 5,270 ) Marketable securities ( 1,942 ) ( 650 ) Total deferred tax liabilities $ ( 46,629 ) $ ( 40,965 ) Net deferred assets $ 269,887 $ 221,400 As of December 31, 2025, and 2024, Teradyne evaluated the likelihood that it would realize deferred income taxes to offset future taxable income and concluded that it is more likely than not that the majority of its deferred tax assets will be realized through consideration of both the positive and negative evidence. At December 31, 2025, and 2024, Teradyne maintained a valuation allowance for certain deferred tax assets of $ 124.1 million and $ 117.3 million, respectively, primarily related to state net operating losses and state tax credit carryforwards, due to the uncertainty regarding their realization. Adjustments could be required in the future if Teradyne estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded. At December 31, 2025, Teradyne had tax effected operating loss carryforwards that expire in the following years: Federal Operating Loss Carryforwards State Operating Loss Carryforwards Foreign Operating Loss Carryforwards (in thousands) 2026 $ — $ — $ — 2027 — — — 2028 — 4 55 2029 — 46 323 2030 — 24 — 2031-2035 — 35 125 2036-2040 — 14 — Beyond 2040 — 24 — Non-expiring 350 45 40,093 Total $ 350 $ 192 $ 40,596 84 Table of Contents Teradyne has approximately $ 166.1 million of tax credit carryforwards including federal business tax credits of approximately $ 3.3 million which expire in 2028 through 2034, and state tax credits of $ 162.8 million, of which $ 86.0 million do not expire and the remainder expire in the years 2026 through 2044 . Teradyne’s gross unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 were as follows: 2025 2024 2023 (in thousands) Beginning balance as of January 1 $ 7,663 $ 18,606 $ 15,608 Additions: Tax positions for current year — — — Tax positions for prior years 12 — 3,024 Reductions: Tax positions for prior years — ( 2,696 ) ( 26 ) Expiration of statutes ( 742 ) ( 8,247 ) — Ending balance as of December 31 $ 6,933 $ 7,663 $ 18,606 Current year reductions relate to research and development credits. Additions for prior years relate to net operating loss carryforwards. Of the $ 6.9 million of unrecognized tax benefits as of December 31, 2025 , $ 1.5 million would impact the consolidated income tax rate if ultimately recognized. The remaining $ 5.4 million would impact deferred taxes if recognized. Teradyne records all interest and penalties related to income taxes as a component of income tax expense. Accrued interest and penalties related to income tax items at December 31, 2025, and 2024 amounted to $ 0.3 million and $ 0.3 million, respectively. For the years ended December 31, 2025, 2024 and 2023 , expense of $ 0 million, benefit of $ 1.0 million, and expense of $ 0.9 million, respectively, was recorded for interest and penalties related to income tax items. Teradyne’s cash paid for income taxes years ended December 31, 2025, 2024 and 2023 were as follows: 2025 (in thousands) Cash paid for income taxes United States - Federal $ 50,771 United States - State 2,102 Singapore 33,636 Taiwan 9,879 All other foreign jurisdictions 18,779 Total $ 115,167 2024 2023 (in thousands) Cash paid for income taxes $ 121,428 $ 140,239 Teradyne is subject to U.S. federal income tax, as well as income tax in multiple state, local and foreign jurisdictions. As of December 31, 2025, all material state and local income tax matters have been concluded through 2020, all material federal income tax matters have been concluded through 2021 and all material foreign income tax matters have been concluded through 2017. However, in some jurisdictions, including the United States, operating losses and tax credits may be subject to adjustment until such time as they are utilized and the year of utilization is closed to adjustment. As of December 31, 2025, Teradyne is not permanently reinvested with respect to the unremitted earnings of non-U.S. subsidiaries to the extent that those earnings exceed local statutory and operational requirements. Remittance of those earnings is not expected to result in material income tax. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA, P.L. 119-21) was enacted, introducing significant changes to U.S. federal income tax law. Key provisions include the permanent extension of 100% bonus depreciation, immediate expensing of 85 Table of Contents research and experimental expenditures, and modifications to the deduction for business interest expense. The OBBBA also reduces the deduction rates for taxation of foreign income and taxation of income from export sales. The OBBBA did not have a material impact on the consolidated financial statements for the year ended December 31, 2025. V. SEGMENT, GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION As of December 31, 2024, Teradyne had two reportable segments (Semiconductor Test and Robotics) and four operating segments (Semiconductor Test, System Test, Wireless Test, and Robotics). E ffective March 2025, Teradyne's Chief Operating Decision Maker (“CODM”) (Teradyne's Chief Executive Officer ) place d Regan Mills as President, Product Test, which as of that date included Production Board Test, Defense/Aerospace, and Wireless Test. As noted in Note D: “Acquisitions” and based on the underlying business activities and established reporting structure, upon acquisition, PIC Testing was aggregated into Product Test. As a result, Teradyne has three reportable segments (Semiconductor Test, Robotics, and Product Test). As of December 31, 2025, each of Teradyne's reportable segments represents an individual operating segment. All prior period disclosures have been recast to conform to the current segment structure and presentation requirements. The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services inclusive of storage and system level test products. The Robotics segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms and autonomous mobile robots. The Product Test segment includes operations related to the design, manufacturing and marketing of products and services for defense/aerospace test, circuit-board test, wireless test systems, and silicon photonics testing. Each reportable segment has a segment manager who is accountable to and maintains regular contact with Teradyne’s CODM to discuss operating activities, financial results, forecasts, and plans for the segment. The CODM uses business segment income (loss) before income taxes predominantly in the annual budgeting and forecasting process. The CODM also uses this measure when making decisions about the allocation of operating and capital resources to each segment. The accounting policies of the business segments are the same as those described in Note B: “Accounting Policies.” 86 Table of Contents Segment information for the years ended December 31, 2025, 2024 and 2023 is as follows: Semiconductor Test Robotics Product Test Reportable Segments Corporate and Eliminations Consolidated (in thousands) 2025 Revenues $ 2,523,744 $ 308,295 $ 357,985 $ 3,190,024 $ — $ 3,190,024 Less: Cost of revenues 1,016,014 150,983 140,500 1,307,497 — 1,307,497 Engineering and development 344,113 58,701 50,860 453,674 — 453,674 Selling and marketing 221,604 95,435 49,533 366,572 — 366,572 General and administrative 105,558 39,816 23,236 168,610 — 168,610 Other segment items (1)(2) 135,721 62,727 33,164 231,612 8,799 240,411 Income (loss) before taxes (2) 700,734 ( 99,367 ) 60,692 662,059 ( 8,799 ) 653,260 Total assets (3) 1,733,692 733,490 385,940 2,853,122 1,330,477 4,183,599 Property additions 197,113 13,283 14,778 225,174 — 225,174 Depreciation and amortization expense 93,857 24,463 9,653 127,973 8 127,981 2024 Revenues $ 2,123,920 $ 364,848 $ 331,112 $ 2,819,880 $ — $ 2,819,880 Less: Cost of revenues 866,353 155,080 120,400 1,141,833 — 1,141,833 Engineering and development 295,614 67,306 46,556 409,476 — 409,476 Selling and marketing 187,384 113,327 50,317 351,028 — 351,028 General and administrative 89,952 54,328 21,282 165,562 — 165,562 Other segment items (1)(2) 126,449 52,359 26,833 205,641 ( 62,746 ) 142,895 Income (loss) before taxes (2) 558,168 ( 77,552 ) 65,724 546,340 62,746 609,086 Total assets (3) 1,287,219 742,017 213,749 2,242,984 1,465,730 3,708,714 Property additions 168,130 22,275 7,690 198,095 — 198,095 Depreciation and amortization expense 85,737 27,668 6,336 119,741 — 119,741 2023 Revenues $ 1,957,188 $ 375,183 $ 343,927 $ 2,676,298 $ — $ 2,676,298 Less: Cost of revenues 846,570 151,833 118,040 1,116,443 — 1,116,443 Engineering and development 257,387 68,668 44,538 370,593 — 370,593 Selling and marketing 162,068 107,157 50,131 319,356 — 319,356 General and administrative 77,786 56,483 25,104 159,373 — 159,373 Other segment items (1)(2) 114,873 45,294 26,657 186,824 ( 1,863 ) 184,961 Income (loss) before taxes (2) 498,504 ( 54,252 ) 79,457 523,709 1,863 525,572 Total assets (3) 1,388,842 737,323 191,055 2,317,220 1,169,605 3,486,824 Property additions 113,664 40,739 5,239 159,642 — 159,642 Depreciation and amortization expense 78,568 25,527 7,021 111,116 ( 230 ) 110,886 (1) For each reportable segment, the other segment items category includes equity and variable compensation, acquired intangible assets amortization, and restructuring and other charges. (2) Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, acquired intangible amortization, gain on the sale of a business, retirement plan gains (losses), legal and environmental fees, acquisition and divestiture related expenses, contract termination settlement charge, and an expense for the modification of outstanding equity awards. (3) Total assets are attributable to each segment. In 2023, Semiconductor Test includes $ 34.8 million of total assets classified as assets held for sale. Corporate assets consist of cash and cash equivalents, marketable securities and certain other assets. 87 Table of Contents Information as to Teradyne’s revenues by country is as follows: 2025 2024 2023 (in thousands) Revenues from customers (1): Taiwan $ 1,155,195 $ 601,997 $ 384,842 China 451,294 375,186 314,899 Korea 446,297 695,669 394,690 United States 360,892 374,333 433,661 Europe 215,432 251,285 273,784 Malaysia 107,366 62,376 89,197 Singapore 95,225 90,113 116,969 Philippines 92,515 53,636 189,419 Thailand 67,646 49,268 91,818 Japan 65,623 159,827 281,742 Rest of the World 132,539 106,190 105,277 $ 3,190,024 $ 2,819,880 $ 2,676,298 (1) Revenues attributable to a country are based on location of customer site. Teradyne typically has a specifying customer such as an OEM, IDM, or Fabless company, who chooses platforms and drives demand, and a purchasing customer who actually places the order and receives the equipment. In different cases, the specifying and purchasing customers have more influence in the purchase decision. In 2025, we had two customers who specified greater than 10 % of our consolidated revenues and one additional customer who directly purchased more than 10 % of our consolidated revenues. The two specifying customers were both customers of our Semiconductor Test and Product Test segments and drove 12 % and 10 % of consolidated revenues. The additional direct customer, a customer of our Semiconductor Test segment, accounted for 19 % of consolidated revenues including certain revenues specified by other customers. In 2024, we estimate one customer of the Semiconductor Test and Wireless Test segments, specified approximately 13 % of consolidated revenues. In 2023, one customer of our Semiconductor Test segment accounted for approximately 10 % of consolidated revenues . Long-lived assets by geographic area: United States Foreign (1) Total (in thousands) December 31, 2025 $ 364,237 $ 275,396 $ 639,633 December 31, 2024 $ 328,733 $ 249,623 $ 578,356 (1) As of December 31, 2025, and December 31, 2024, long-lived assets attributable to Denmark were $ 95.9 million and $ 85.1 million, respectively. As of December 31, 2025, and December 31, 2024, long-lived assets attributable to Singapore were $ 65.0 and $ 74.8 million, respectively. W . STOCK REPURCHASE PROGRAM In January 2023, Teradyne’s Board of Directors cancelled the January 2021 repurchase program and approved a new repurchase program f or up to $ 2.0 billion of common stock. In 2025, Teradyne repurchased 6.3 million shares of common stock for a total cost of $ 708.7 million at an average price of $ 112.21 per share. In 2024, Teradyne repurchased 1.7 million shares of common stock for $ 199.4 million at an average price of $ 114.63 per share. The cumulative repurchases under the January 2023 repurchase program as of December 31, 2025, were 12.0 million shares of common stock for $ 1,308.6 million at an average price per share of $ 109.38 . The total cost of shares acquired includes commissions and related excise tax and is recorded as a reduction to retained earnings. 88 Table of Contents X. SUBSEQUENT EVENTS In January 2026 , Teradyne’s Board of Directors declared a quarterly cash dividend of $ 0.13 per share to be paid on March 13, 2026 to shareholders of record as of February 13, 2026 . While Teradyne declared a quarterly cash dividend and authorized a share repurchase program, it may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of Teradyne’s Board of Directors which will consider, among other things, Teradyne’s earnings, capital requirements and financial condition. On January 29, 2026 , Teradyne and MultiLane, a leading high-speed input/output (“I/O”) test and measurement company, announced an agreement to form a joint venture, MultiLane Test Products (“MLTP”). MLTP is being formed to serve the growing demand from the AI Data Center equipment market by accelerating the development of test solutions for critical high speed data connections. Under the agreement, MultiLane will contribute all the assets related to its test and measurement business to the joint venture and Teradyne will invest in approximately $ 157 million in exchange for 75 % ownership of MLTP . This transaction is expected to close in the first half of 2026 and is subject to customary closing conditions. 89 Table of Contents SUPPLEMENTARY INFORMATION (Unaudited) Item 9: Changes in and disagreements with ac countants on accounting and financial disclosure None. Item 9A: Con trols and procedures Disclosure Controls and Procedures As of the end of the period covered by this report, our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report which is included under Item 8 of this Annual Report. Inherent Limitations on Effectiveness of Controls Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Item 9B: Oth er Information Our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Section 16 Officers”) and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” During our fiscal quarter ended December 31, 2025, the following Section 16 Officers or directors adopted, modified or terminated Rule 10b5-1 trading plans: Reagan Mills, President of Product Test Reagan Mills , the President of our Product Test Division , entered into a new Rule 10b5-1 trading plan on November 11, 2025 . The Rule 10b5-1 trading plan provides that Mr. Mills, acting through a broker, may sell up to an aggregate of 1 ,517 shares. Subject to price limits, the first trade under Mr. Mills' Rule 10b5-1 trading plan is scheduled for February 25, 2026. Mr. Mills' plan is scheduled to terminate on April 6, 2026, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Mills or the broker, or as otherwise provided in the plan. 90 Table of Contents Item 9C: Disclosure Regard ing Foreign Jurisdictions that Prevent Inspections Not applicable. 91 Table of Contents PAR T III Item 10: Directors, Exec utive Officers and Corporate Governance The information required by this Item 10 will be included in our definitive Proxy Statement in connection with our 2026 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference. We have adopted a written code of business conduct that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct is available on our investor relations website at investors.teradyne.com under the section entitled “Governance Policies” in the “Governance” menu. If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K. In accordance with Rule 10b5-1 we have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. If we make any substantive amendments to our Insider Trading Policy, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K. Item 11: E xecutive Compensation The information required by this Item 11 will be included in our definitive Proxy Statement in connection with our 2026 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference. For this purpose, the Compensation Committee Report included in such proxy statement is specifically not incorporated herein. Item 12: Security Ownership of Certa in Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 will be included in our definitive Proxy Statement in connection with our 2026 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference. Also see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Equity Compensation Plans.” Item 13: Certain Rel ationships and Related Transactions, and Director Independence The information required by this Item 13 will be included in our definitive Proxy Statement in connection with our 2026 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference. Item 14: Principal Ac countant Fees and Services The information required by this Item 14 will be included in our definitive Proxy Statement in connection with our 2026 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after the close of the fiscal year covered by this Annual Report and is incorporated herein by reference. 92 Table of Contents PA RT IV Item 15: Exhibits and Fi nancial Statement Schedule . 15(a)(1) Financial Statements The following consolidated financial statements are included in Item 8: Page Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, PCAOB ID No 238 ) 37 Consolidated Balance Sheets as of December 31, 2025, and 2024 40 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 41 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 42 Consolidated Statements of Convertible Common Shares and Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023 43 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 44 15(a)(2) Financial Statement Schedule The following consolidated financial statement schedule is included in Item 15(c): Schedule II—Valuation and Qualifying Accounts Schedules other than those listed above have been omitted since they are either not required or information is otherwise included. 15(a)(3) Listing of Exhibits The Exhibits which are filed with this report or which are incorporated by reference herein are set forth in the Exhibit Index. 93 Table of Contents 15(c) Financial Statement Schedules TERADYNE, INC. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Column A Column B Column C Column D Column E Column F Description Balance at Beginning of Period Additions Charged to Cost and Expenses Other Deductions Balance at End of Period (in thousands) Valuation reserve deducted in the balance sheet from the asset to which it applies: Accounts receivable: 2025 Allowance for credit losses $ 2,111 $ 442 $ 68 $ 211 $ 2,410 2024 Allowance for credit losses $ 1,988 $ 149 $ ( 36 ) $ ( 10 ) $ 2,111 2023 Allowance for credit losses $ 1,955 $ 301 $ 23 $ 291 $ 1,988 Column A Column B Column C Column D Column E Column F Description Balance at Beginning of Period Additions Charged to Cost and Expenses Other Deductions Balance at End of Period (in thousands) Valuation reserve deducted in the balance sheet from the asset to which it applies: Deferred taxes: 2025 Valuation allowance $ 117,254 $ 7,709 $ 96 $ 997 $ 124,062 2024 Valuation allowance $ 109,251 $ 8,809 $ ( 41 ) $ 765 $ 117,254 2023 Valuation allowance $ 103,807 $ 5,759 $ 59 $ 374 $ 109,251 Item 16: Form 10-K Summary Not applicable. 94 Table of Contents EXHIBIT INDEX The following designated exhibits are, as indicated below, either filed herewith or have heretofore been filed with the Securities and Exchange Commission and are referred to and incorporated by reference to such filings. Exhibit No. Description SEC Document Reference 3.1 Restated Articles of Organization. Appendix B to Teradyne’s Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed on March 29, 2024. 3.2 Amended and Restated By-laws, as amended. Exhibit 3.1 to Teradyne’s Current Report on Form 8-K filed on January 29, 2024. 4.1 Indenture dated as of December 12, 2016, between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. Exhibit 4.1 to Teradyne’s Current Report on Form 8-K filed on December 12, 2016. 4.2 First Supplemental Indenture dated as of November 4, 2021 between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. Exhibit 4.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2021. 4.3 Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act. Filed herewith. 10.1 Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron. Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. 10.2 Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron. Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. 10.3 Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation. Exhibit 10.5 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. 10.4 Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)—Revised July 1, 2010. Exhibit 10.6 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. 10.5 Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD. Exhibit 10.7 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. 10.6 Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD. Exhibit 10.8 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. 10.7 2006 Equity and Cash Compensation Incentive Plan, as amended. * Exhibit 10.2 to Teradyne’s Current Report on Form 8-K filed on May 13, 2021. 10.8 Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan. Exhibit 10.10 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. 10.9 Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* Exhibit 10.9 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 95 Table of Contents 10.10 Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024. 10.11 Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. * Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024. 10.12 Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.* Exhibit 10.12 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. 10.13 1996 Employee Stock Purchase Plan, as amended.* Exhibit 10.13 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 10.14 Danish Sub-Plan to the 1996 Employee Stock Purchase Plan. Exhibit 10.15 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 10.15 Deferral Plan for Non-Employee Directors, as amended.* Exhibit 10.1 to Teradyne’s Quarterly Report on form 10-Q for the quarter ended October 3, 2021. 10.16 Supplemental Savings Plan, as amended and restated.* Exhibit 10.18 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. 10.17 Supplemental Executive Retirement Plan, as restated.* Exhibit 10.19 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. 10.18 Agreement Regarding Termination Benefits dated January 31, 2023 between Teradyne and Gregory S. Smith.* Exhibit 10.18 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 10.19 Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.* Exhibit 10.37 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2004. 10.20 Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.* Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. 10.21 Executive Officer Agreement dated January 31, 2023 between Teradyne and Mark Jagiela.* Exhibit 10.21 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 10.22 Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.* Exhibit 10.30 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. 10.23 Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.* Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2010. 10.24 Executive Officer Agreement dated January 25, 2024 between Teradyne and Charles J. Gray.* Exhibit 10.1 to Teradyne's Current Report on Form 8-K/A filed January 29, 2024 10.25 Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.* Exhibit 10.32 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. 10.26 Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.* Exhibit 10.33 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. 96 Table of Contents 10.27 Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. 10.28 Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. 10.29 Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.* Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016. 10.30 Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.* Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016. 10.31 Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.* Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. 10.32 Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. 10.33 Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. 10.34 Agreement Regarding Termination Benefits dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* Exhibit 10.4 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. 10.35 Executive Officer Change in Control Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020. 10.36 Executive Officer Change in Control Agreement dated August 21, 2023 between Teradyne, Inc. and Ujjwal Kumar.* Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 1, 2023. 10.37 Employment Agreement dated June 27, 2023 between Teradyne, Inc. and Ujjwal Kumar.* Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 1, 2023 10.38 Executive Officer Change in Control Agreement dated February 2, 2024 between Teradyne, Inc. and Ryan Driscoll.* Exhibit 10.38 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 10.39 Employment Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020. 10.40 Executive Officer Change in Control Agreement dated November 14, 2023 between Teradyne, Inc. and John Wood. * Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024. 10.41 Executive Officer Change in Control Agreement dated August 23, 2024 between Teradyne, Inc. and John Lukez. * Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024. 10.43 Separation and Release of Claims Agreement, dated as of August 28, 2025, by and between Ujjwal Kumar and Teradyne, Inc. * Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 28, 2025. 10.44 Employment Agreement dated October 27, 2025 between Teradyne, Inc. and Michelle Turner. * Filed herewith. 10.45 Executive Officer Change in Control Agreement dated October 27, 2025 between Teradyne, Inc. and Michelle Turner. * Filed herewith. 97 Table of Contents 10.46 Time-Based Restricted Stock Unit Agreement dated May 1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.* Exhibit 10.5 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. 10.47 Form of Indemnification Agreement.* Exhibit 10.24 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. 10.48 LitePoint Corporation 2002 Stock Plan. Exhibit 10.43 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. 10.49 Credit Agreement dated May 1, 2020 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. Exhibit 10.1 to Teradyne’s Current Report on Form 8-K filed May 5, 2020. 10.50 First Amendment to Credit Agreement dated December 10, 2021 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. Exhibit 10.52 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 10.51 Second Amendment to Credit Agreement dated October 5, 2022 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2022. 10.52 Third Amendment to Credit Agreement dated November 7, 2023 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. 19.1 Teradyne Insider Trading Policy Filed herewith. 21.1 Subsidiaries of Teradyne. Filed herewith. 23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith. 31.1 Rule 13a-14(a) Certification of Principal Executive Officer. Filed herewith. 31.2 Rule 13a-14(a) Certification of Principal Financial Officer. Filed herewith. 32.1 Section 1350 Certification of Principal Executive Officer. Furnished herewith. 32.2 Section 1350 Certification of Principal Financial Officer. Furnished herewith. 97.1 Policy for Recoupment of Incentive Compensation. Filed herewith. 101 The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 98 Table of Contents 2024, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements. 104 The cover page of the Annual Report on Form 10-K formatted in Inline XBRL (included in Exhibit 101). -Confidential treatment granted. * -Management contract or compensatory plan. 99 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 19th day of February 2026. T ERADYNE , I NC . By: / S / MICHELLE TURNER Michelle Turner, Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /S/ PAUL J. TUFANO Paul J. Tufano Chair of the Board February 19, 2026 /S/ GREGORY SMITH Gregory Smith Chief Executive Officer (Principal Executive Officer) and Director February 19, 2026 /S/ MICHELLE TURNER Michelle Turner Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 19, 2026 /S/ PETER HERWECK Peter Herweck Director February 19, 2026 /S/ MERCEDES JOHNSON Mercedes Johnson Director February 19, 2026 /S/ ERNEST E. MADDOCK Ernest E. Maddock Director February 19, 2026 /S/ MARILYN MATZ Marilyn Matz Director February 19, 2026 /S/ BRIDGET VAN KRALINGEN Bridget van Kralingen Director February 19, 2026 /S/ DREW HENRY Drew Henry Director February 19, 2026 /S/ DR. NECIP SAYINER Dr. Necip Sayiner Director February 19, 2026 100