10-Q – 2026-07-31 – ter-20260628.htm

Our cash, cash equivalents and marketable securities balances increased by $68.8 million in the six months ended June 28, 2026, to $517.1 million. Cash increased primarily as a result of operating cash inflows.
Our Third Amended and Restated Revolving Credit Agreement, amended as of November 7, 2023 (the “Credit Agreement”) provides a six-year, senior secured revolving credit facility of $750.0 million (the “Credit Facility”). As of June 28, 2026, we did not have an outstanding balance under the Credit Agreement. The Credit Agreement is set to expire on December 10, 2026. See Note I: “Debt” for more information regarding our Credit Agreement. As of June 28, 2026, we were in compliance with all covenants under the Credit Agreement. We intend to extend the Credit Facility later in 2026.
Cash Flows

 

 

June 28, 2026

 

 

June 29, 2025

 

 

Change

 

 

 

(in millions)

 

Net cash (used for) provided by:

 

 

 

 

 

 

 

 

 

Operating activities

 

 

734.3

 

 

 

343.7

 

 

 

390.6

 

Investing activities

 

 

(338.6

)

 

 

(240.2

)

 

 

(98.4

)

Financing activities

 

 

(341.0

)

 

 

(313.6

)

 

 

(27.4

)

Effects of exchange rate changes on cash and cash equivalents

 

 

1.1

 

 

 

(4.0

)

 

 

5.1

 

Net increase (decrease) in cash and cash equivalents

 

$

55.8

 

 

$

(214.1

)

 

$

269.9

 

 

 

 

 

 

 

 

 

 

 

Net change in operating assets and liabilities, net of businesses acquired

 

 

(142.1

)

 

 

61.7

 

 

 

(203.8

)

Operating Activities
Operating activities during the six months ended June 28, 2026, provided cash of $734.3 million. Changes in operating assets and liabilities, net of businesses acquired used cash of $142.1 million due to a $369.6 million increase in operating assets and a $227.6 million increase in operating liabilities. The increase in operating assets was primarily due to increases in accounts receivable of $302.2 million. The increase in operating liabilities was primarily due to increases in accounts payable and other liabilities and in deferred revenue and customer advances of $121.8 million and $50.9 million, respectively.
Operating activities during the six months ended June 29, 2025, provided cash of $343.7 million. Changes in operating assets and liabilities provided cash of $61.7 million due to a $56.7 million decrease in operating assets and a $5.0 million increase in operating liabilities. The decrease in operating assets was primarily due to decreases in accounts receivable and prepayments and other assets of $49.5 million and $30.9 million, respectively, partially offset by a $23.7 million increase in inventories. The increase in

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operating liabilities was due to increases in accounts payable and other liabilities and in deferred revenue and customer advances of $17.1 million and $13.1 million, respectively, partially offset by decreases in income taxes and retirement plans of $19.6 million and $5.6 million, respectively.
Investing Activities
Investing activities during the six months ended June 28, 2026, included $165.6 million used for the acquisition of businesses, $155.4 million used for the purchases of property, plant, and equipment, $48.2 million used for the purchases of marketable securities, and $10.0 million used for the purchase of investment in a business, partially offset by $29.6 million in proceeds from sales of marketable securities and $11.0 million in proceeds from maturities of marketable securities.
Investing activities during the six months ended June 29, 2025, used cash of $240.2 million due to $144.4 million used for the acquisition of businesses, $114.4 million used for the purchase of property, plant & equipment and $17.2 million used for the purchase of marketable securities, partially offset by $32.6 million and $8.5 million in proceeds from the maturities and sales of marketable securities, respectively.
Financing Activities
Financing activities during the six months ended June 28, 2026, included $200.0 million in net repayments of borrowings on the revolving credit facility, $74.2 million used for the repurchase of common stock, $41.1 million used for payment related to net settlements of employee stock compensation awards, and $40.7 million utilized for dividend payments, partially offset by $15.1 million from the issuance of common stock under employee stock purchase and stock option plans.
Financing activities during the six months ended June 29, 2025, consumed cash of $313.6 million due to $274.9 million used for the repurchase of approximately 3.0 million shares of common stock at an average price of $93.67 per share, $38.6 million utilized for dividend payments and $15.0 million used for payment related to net settlements of employee stock compensation awards, partially offset by $14.8 million from the issuance of common stock under employee stock purchase and stock option plans.
Material Cash Requirements
In January 2026 and May 2026, our Board of Directors declared a quarterly cash dividend of $0.13 per share. Dividend payments for the three and six months ended June 28, 2026, were $20.3 million and $40.7 million, respectively.
In January 2025 and May 2025, our Board of Directors declared a quarterly cash dividend of $0.12 per share. Dividend payments for the three and six months ended June 29, 2025, were $19.2 million and $38.6 million, respectively.
In January 2023, our Board of Directors approved a repurchase program for up to $2.0 billion of common stock. During the six months ended June 28, 2026, we repurchased 0.2 million shares of common stock for $74.2 million, which excludes related excise tax, at an average price of $341.89 per share. The cumulative repurchases under the 2023 repurchase program as of June 28, 2026, were 12.2 million shares of common stock for $1,371.5 million, which excludes related excise tax, at an average price per share of $113.52. During the six months ended June 29, 2025, we repurchased approximately 3.0 million shares of common stock for $274.9 million, which excludes related excise tax, at an average price of $93.67 per share.
While we have previously declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Cash dividends and stock repurchases are subject to the discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition.
We believe our cash, cash equivalents, marketable securities and senior secured revolving credit facility will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings. As of June 28, 2026, we were in compliance with all covenants under the Credit Agreement.
Equity Compensation Plans
In addition to our 1996 Employee Stock Purchase Program as discussed in Note M: “Stock-Based Compensation” in our 2025 Annual Report on Form 10-K, we have a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”).

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The purpose of the 1996 Employee Stock Purchase Plan is to encourage stock ownership by all eligible employees of Teradyne. The purpose of the 2006 Equity Plan is to provide equity ownership and compensation opportunities in Teradyne to our employees, officers and directors. Both plans were approved by our shareholders.
Recently Issued Accounting Pronouncements
For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note C: “Recently Issued Accounting Pronouncements” of this Form 10-Q.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk affecting Teradyne, see Part 2 Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. There were no material changes in our exposure to market risk from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
 
Item 4: Controls and Procedures
As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or Rule 15d-15(b) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer 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 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 28, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1: Legal Proceedings
We are subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.
Item 1A: Risk Factors
In addition to other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, remain applicable to our business.
The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

40

 

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
In January 2023, Teradyne’s Board of Directors cancelled our 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. During the six months ended June 28, 2026, we repurchased 0.2 million shares of common stock for a total cost of $74.2 million at an average price of $341.89 per share. We record share repurchases at cost, which includes broker commissions and related excise taxes. During the six months ended June 29, 2025, we repurchased 3.0 million shares of common stock for $277.3 million at an average price of $93.67 per share.
The following table includes information with respect to repurchases we made of our common stock during the three months ended June 28, 2026, (in thousands except per share price):
 

Period

 

Total
Number of
Shares
(or Units)
Purchased

 

 

 

Average
Price Paid per
Share (or Unit)

 

 

 

Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs

 

 

Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that may Yet Be
Purchased Under the
Plans or Programs (2)

 

March 30, 2026 - April 26, 2026

 

 

2

 

 

 

$

310.31

 

 

 

 

—

 

 

$

685,844

 

April 27, 2026 - May 24, 2026

 

 

127

 

 

 

$

349.13

 

 

 

 

126

 

 

$

641,928

 

May 25, 2026 - June 28, 2026

 

 

69

 

 

 

$

369.18

 

 

 

 

67

 

 

$

617,124

 

 

 

198

 

(1)

 

 

355.66

 

(1)

 

 

193

 

 

 

 

(1) Includes approximately five thousand shares at an average price of $343.41 withheld from employees for the payment of taxes.

(2) As of January 1, 2023, share repurchases net of share issuances are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred is included as part of the cost basis of shares repurchased in the Condensed Consolidated Statements of Equity.

We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due.
Item 4: Mine Safety Disclosures
Not Applicable

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Item 5: Other Information
10b5-1 Trading Plans
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 June 28, 2026 , no Section 16 Officers or directors adopted , modified or terminated Rule 10b5-1 trading plans.

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Item 6: Exhibits
 

Exhibit
Number

 

Description

 

 

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 

31.2

 

Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

 

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

 

101.INS

 

Inline XBRL Instance Document

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101)

 

 

 

*

 

Management Contract or Compensatory Plan

 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

 

TERADYNE, INC.

 

Registrant

 

 

/s/ MICHELLE TURNER

 

Michelle Turner
Vice President,
Chief Financial Officer and Treasurer
(Duly Authorized Officer
and Principal Financial Officer)
July 31, 2026

 

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