Teradyne (TER) 10-K risk factor changes: FY2025 vs FY2024

These [removed: cycles] [added: cycles, which can be driven by broad changes to Semiconductor buying patterns, or to specific markets within the Semiconductor industry,] have resulted in periods of over-supply; a trend we believe will continue to occur.

Disruption or deterioration in [added: global or industry-specific] economic conditions may reduce customer purchases of our products, thereby reducing our revenues and earnings.

We have taken actions to address the effects of general economic variability and recurring [added: industry cyclicality, including implementing cost control and reduction measures.]

The market for our products is concentrated with a limited number of significant [added: global] customers accounting for a substantial portion of the purchases of test equipment.

In each of the years, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] our five largest direct customers in aggregate accounted for [removed: 36%, 32%] [added: 44%, 36%] and [removed: 26%] [added: 32%] of consolidated revenues, respectively.

ability to meet customer requirements including with respect to safety and [removed: cyber security;][added: cybersecurity;]

changes in tariffs and [added: foreign currency] exchange rates;

compliance with anti-corruption [removed: laws;][added: laws, cybersecurity, data privacy regulations, customs and trade regulations;]

[removed: In] [added: Additionally, in] May 2024, we closed on our strategic partnership agreement with Technoprobe which included [removed: Teradyne acquiring] [added: our acquisition of] 10% of the equity in Technoprobe.

[removed: Additionally, we] [added: We] may [added: also] face restrictions pursuant to the terms of an acquisition or strategic alliance agreement.

In [removed: November 2020,] [added: December 2025,] we 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, [removed: 2020.][added: 2025.]

The new tax holiday is scheduled to expire on December 31, [removed: 2025.][added: 2035.]

The tax savings attributable to the Singapore tax holiday for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were [removed: $17.1] [added: $21.6] million or [removed: $0.10] [added: $0.14] per diluted share, [removed: $1.4] [added: $17.1] million or [removed: $0.01] [added: $0.10] per diluted share, and [removed: $16.0] [added: $1.4] million or [removed: $0.09] [added: $0.01] per diluted share, respectively.

These tax savings may not be achievable in subsequent years due to changes in Singapore’s tax [removed: laws,] [added: laws or the] issuance of new global minimum tax [removed: laws, or the expiration of the tax holiday.][added: laws.]

Additionally, we have confidentiality obligations to certain [removed: customers and] [added: customers, which] if breached would require the payment of significant penalties.

For additional information see Note [removed: N:] [added: O:] “Commitments and [removed: Contingencies-Guarantees and Indemnification Obligations”] [added: Contingencies”] in Notes to Consolidated Financial Statements.

[removed: While we have declared a quarterly cash dividend on our common stock and authorized a share repurchase program, we] [added: We] are not required to do either and may reduce or eliminate our cash dividend or share repurchase program in the future.

The [added: amount and frequency of our share repurchases may fluctuate and the] reduction or elimination of our cash dividend or our share repurchase program could adversely affect the market price of our common [removed: stock.][added: stock or reduce our cash reserves.]

On May 1, 2020, we entered into a three-year, senior secured revolving credit facility of up to $400.0 [removed: million.][added: million (the “Credit Facility”).]

require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital [removed: expenditures,] [added: expenditures;] and

limit our flexibility in planning for or reacting to changes in our business and the industries in which we [removed: complete.][added: complete and placing us at a disadvantage compared to competitors with less debt or debt on more favorable terms.]

The agreement governing our [removed: senior secured revolving credit facility] [added: Credit Facility] limits our ability, among other things, to incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens.

In addition, our [removed: senior secured revolving credit facility] [added: Credit Facility] contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest, such as, subject to permitted exceptions, making capital expenditures in excess of certain thresholds, making investments, loans and other advances, and prepaying any additional indebtedness while our indebtedness under our [removed: senior secured revolving credit facility] [added: Credit Facility] is outstanding.

If we are unable to generate sufficient cash flows or otherwise obtain funds necessary to make required payments on our [removed: senior secured revolving credit facility] [added: Credit Facility] or certain of our other obligations, we would be in default under the terms thereof, which would permit the holders of those obligations to accelerate their maturity and also could cause defaults under future indebtedness we may incur.

[removed: Strengthening] [added: The majority] of [added: our Robotics revenue is denominated in foreign currencies, and] the [added: strengthening of the] U.S. dollar would negatively affect Robotics revenue growth.

ratings changes by any securities analysts who follow our [removed: company;][added: company or the failure to achieve our financial guidance or targets;]

[added: macroeconomic conditions,] a worldwide economic slowdown or disruption in the global financial or industrial markets;

disruption caused by health pandemics, [added: natural disasters, or global conflict;]

We have also sourced components from additional suppliers and multi-sourced and [removed: pre0ordered] [added: pre-ordered] components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced in the past.

However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively [removed: impacted for 2025.][added: impacted.]

[removed: However, we] [added: We] may [added: also] not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition.

We depend on Flex Ltd. (“Flex”) to manufacture and test our FLEX and J750 family of products from its facility in Malaysia; Plexus Corp. (“Plexus”) to manufacture and test our [added: FLEX and] Magnum products from its facilities in Malaysia and Thailand and our ETS family of products from its facility in Malaysia; SAM Meerkat to manufacture and test our storage test family of products from its facilities in Malaysia and Thailand and on other contract manufacturers to manufacture other products.

Their presence in foreign countries also increases the risk they could be exposed to [removed: political] [added: political, conflict] and cybersecurity risk.

[removed: If we fail in successfully] coordinating and managing the outsourced service providers, it may cause an adverse effect on our [removed: operations] [added: operations,] which could have a material adverse effect on our business, results of operations or financial condition.

We expect intense competition for employees [removed: to] [added: will] continue in [removed: 2025.][added: 2026.]

Our operations, and those of our customers and suppliers, are subject to disruption for a variety of reasons, including work stoppages, acts of [removed: war,] [added: war and geopolitical conflict,] terrorism, health epidemics, fires, earthquakes, hurricanes, typhoons, volcanic eruptions, energy shortages, telecommunication failures, tsunamis, flooding or other natural [removed: disasters.][added: disasters, including as a result of global climate change.]

[removed: Such] [added: Additionally, any such] disruption could materially increase our costs and expenses as well as cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, or the installation and acceptance of our products at customer sites.

We have been sued for patent infringement [added: in the past] and receive notifications from time to time that we may be in violation of patents held by others.

Additionally, patent litigation [added: has in the past and] could [added: in the future] require a significant use of management resources and involve a lengthy and expensive defense, even if we eventually prevail.

Despite the [removed: preventative] [added: preventive] security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain [removed: unauthorized access to our networks or sabotage our systems.]

Descriptions of risks associated with our business are set forth below.

Some of these risks are highlighted in the following discussion and in Management's Discussion and Analysis of Financial Condition and Results of Operations, Legal Proceedings, Controls and Procedures and Quantitative and Qualitative Disclosures About Market Risk of this Annual Report.

In addition, the semiconductor industry has experienced significant consolidation over the past several years.

Consolidation among our competitors or customers could lead to a changing competitive landscape, which could negatively impact our competitive position.

If in the future we are unable to maintain our competitive position, we could experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities and a loss of market acceptance of our products, any of which could have a material adverse effect on our revenues and results of operations.

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 drove 12% and 10% of consolidated revenues.

The additional direct customer accounted for 19% of consolidated revenues including certain revenues specified by our 10% specifiers.

If we were to lose any of our significant customers, if our products fail to meet changes in customers’ demands or if we suffer a material reduction in our customers’ purchase orders, our revenue could decline and our operating results and financial condition could be materially and adversely affected.

We would have no or limited contractual recourse if our significant customers decided to stop buying and using our products with limited advance notice to us.

In the electronics, semiconductor, and robotics industries, products are often replaced by more technologically advanced substitutes and, as demand for older technology falls, the price at which such products can be sold drops.

If we cannot advance new technologies to meet our customers’ demands, our revenues and financial condition may be adversely impacted.

new product selection and ability to predict market requirements and design new products that address those requirements;

expense and complexity of complying with U.S. and foreign import and export regulations;

restrictions on the transfer of funds;

Since 2015, we have completed the acquisitions of Universal Robots (2015), Energid and MiR (2018), Lemsys and AutoGuide (2019), and most recently, AET and Quantifi in 2025.

We review our amortizable intangible assets for impairment at the reporting unit level when events or changes in circumstances indicate the carrying value may not be recoverable and we test goodwill for impairment at least annually.

Factors that may be considered in assessing whether goodwill or intangible assets may be impaired include a decline in our stock price or market capitalization, reduced estimates of reporting unit future cash flows and slower growth rates in our industries.

We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our financial position and results of operations.

Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on experience and to rely heavily on projections of future operating performance.

Because we operate in highly competitive environments, projections of our future operating results and cash flows may vary significantly from our actual results.

Because of increasing focus by government taxing authorities on multinational corporations, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and as a result our liabilities for taxes, interest and penalties, could significantly increase and adversely affect our financial results.

On September 4, 2025, September 19, 2025, and October 7, 2025, Teradyne borrowed a combined $250.0 million under the Credit Facility to support the ramp-up in manufacturing capabilities for Semiconductor Test and the strategy to return cash to shareholders through share repurchases, dividends, and inorganic growth opportunities.

On December 31, 2025, we repaid $50 million of the outstanding borrowings.

Further, we may incur significant additional secured and unsecured indebtedness in the future.

increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

In addition, many of our liabilities, including our outstanding indebtedness, and certain other cash payments, such as share repurchases, are payable in the United States in U.S. dollars, while a portion of our cash is generated outside the United States.

As a result, currency fluctuations and changes in foreign exchange regulations can have a material adverse effect on our liquidity and financial condition.

legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements;

foreign currency exchange rate fluctuations;

customer demand considerations, including the size and timing of customer orders, customers’ decisions to accelerate, decelerate or delay shipments, customers’ decisions on how to manage their inventory, customers’ rate of replacement of our consumable products or their decisions to delay expansion projects;

our ability to increase sales in line with our increased manufacturing capacity;

We have, however, significantly invested in our internal manufacturing for FLEX products in our Cebu site.

If we fail in successfully

In addition, existing or new immigration laws, policies or regulations in the U.S. may limit the pool of available talent in the highly skilled technical labor market.

Any disruptions from these events could require substantial expenditures and recovery time to fully resume operations and could also have a material adverse effect on our operations and financial results to the extent that losses are uninsured or exceed insurance recoveries, and to the extent that such disruptions adversely impact our relationships with our customers.

unauthorized access to our networks or sabotage our systems.

Additionally, evolving geopolitical tensions or conflicts have created a heightened risk of cybersecurity attacks.

Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.

Additionally, there could be adverse impacts from flawed algorithms, including related to incorporation of third-party copyrighted materials into large language models; data quality and bias, as well as challenges implementing and maintaining AI tools, such as the complications arising from integrating such tools with existing systems and practices, and from reliance on third-party AI vendors.

industry cyclicality, including implementing cost control and reduction measures.

New product introductions by competitors could cause a decline in revenues or loss of market acceptance of our products.

We estimate consolidated revenues driven by Samsung, a customer of our Semiconductor Test and Wireless Test Segments, combining direct sales to that customer with sales to the customer’s OSATs, accounted for 12.5% of our consolidated revenues in 2024.

new product selection;

compliance with data privacy regulations;

compliance with customs and trade regulations; and

The Israel-Hamas conflict may have a material impact on our Business

The Israel-Hamas conflict could have a negative impact on our future revenue and supply chain, either of which could adversely affect our business and financial results.

Our customers in Israel may experience delays in product releases due to impacts to their labor force and impacts on their suppliers because of the conflict, which could materially impact demand for our products.

Similarly, our suppliers in Israel may experience delays in providing us with parts due to the conflict.

In addition, the global economic uncertainty following the start of the conflict could impact demand for our products.

In June 2015, we acquired Universal Robots, in 2018, we acquired Energid and MiR and, in 2019, we acquired Lemsys and AutoGuide.

While we intend to operate in such a manner to maintain and maximize our tax incentives and tax holidays, no assurance can be given that we have so qualified or that we will qualify for any particular year or jurisdiction.

In addition, we may incur additional costs, including headcount expenses, in order to maintain or obtain a foreign tax incentive or tax holiday in a particular foreign jurisdiction.

In January 2014, our Board of Directors initiated a quarterly cash dividend.

Since 2014, the Board of Directors has increased our quarterly cash dividend from $0.06 per share to $0.12 per share.

Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of Directors.

In January 2021, our Board of Directors approved a $2.0 billion share repurchase program.

In 2022 and 2021, we repurchased $752.1 million, and $600.0 million, respectively of common stock.

In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion share repurchase program.

In 2024, we repurchased $199.4 million of common stock and, in 2023, we repurchased $400.5 million of common stock.

We intend to repurchase up to $400 million in 2025.

Under the share repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions.

Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program.

On May 16, 2024, we borrowed $185.0 million under this credit facility, primarily to fund our acquisition of the 10% equity interest in Technoprobe discussed above.

By December 31, 2024, we had fully repaid all amounts borrowed under the credit facility.

As of February 20, 2025, there are no outstanding borrowings under the credit facility.

While revenues in our test businesses are predominantly in U.S. dollars, the majority of our Robotics revenue is denominated in foreign currencies.

For example, on March 10, 2023, *Silicon Valley Bank* ("SVB"), who is a lender in our revolving credit facility and where we maintain certain accounts and cash deposits, was placed into receivership with the FDIC, which resulted in all funds held at SVB being temporarily inaccessible by SVB’s customers.

As of March 13, 2023, access to our cash and cash equivalents at SVB was fully restored.

We also have been, and may continue to attempt to, offset the effect of these inflationary pressures by increasing the prices of our products.

Global climate change can result in natural disasters occurring more frequently, with greater intensity and with less predictability.

For example, when our operations in Cebu, Philippines experienced a devastating typhoon, our employees in Cebu succeeded in restoring most of our operations within days despite the severity of the damage in the region.

The long-term effects of climate change on the global economy and the semiconductor industry in particular are unclear but could be severe.

While we believe that our IP has value in the aggregate, we do not believe that any single element of our IP is in itself essential.

systems and who process and store our proprietary and confidential data, including the data of our customers and suppliers, may also be subject to similar attacks.

Additionally, there could be adverse impacts from flawed algorithms.

In 2018, the United States Trade Representative imposed a 25% tariff on many lists of products, including certain Teradyne products that are made in China and imported into the United States.

On February 1, 2025, President Trump issued an executive order directing the United States to impose an additional 10% tariff on all imports from China effective February 4, 2025.We plan to implement operational changes that mitigate some of the impact of these tariffs on the import of our impacted products into the United States.

The implementation of additional tariffs by the United States could have a material adverse effect on our business, financial condition or results of operations.

We are a leading global [removed: supplier] [added: provider] of automated test equipment and robotics products.

Our automated test systems are used to test semiconductors, wireless products, data [removed: storage] [added: storage, silicon photonics,] and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries.

Our [removed: Robotics products include] [added: robotics product offerings consist primarily of] collaborative robotic arms and autonomous mobile robots [removed: (“AMRs”)] used by global manufacturing, logistics and industrial customers to improve [removed: quality,] [added: quality and] increase manufacturing and material handling [removed: efficiency and decrease manufacturing and logistics] [added: efficiency, while reducing] costs.

[removed: defense/aerospace (“Defense/Aerospace”)] [added: product] test [removed: instrumentation and] [added: (“Product Test”)] systems, [added: which includes] circuit-board test and inspection [removed: (“Production Board Test”)] systems, [removed: and] wireless test systems [removed: (referred collectively as "All Other").][added: photonic integrated circuit (“PIC”) test solutions, and defense and aerospace test instrumentation and systems.]

A few customers drive [removed: significant] [added: sizable] demand for our [removed: products] [added: offerings] both through direct sales and sales to the customer’s supply partners.

We expect that sales of our test products will continue to be concentrated with a limited number of [removed: significant] [added: major] customers for the foreseeable future.

Strengthening of the U.S. dollar [removed: would] [added: has, and will continue to,] negatively affect Robotics revenue [removed: growth] in [removed: 2025.][added: 2025 and 2026, respectively.]

Our capital allocation plan will continue to be [removed: balanced between] [added: focused on] investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends.

We are subject to numerous [removed: United States] [added: U.S.] and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations.

Additionally, [removed: United States] [added: U.S.] and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations.

It is [removed: possible, however,] [added: possible] that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have [removed: a] [added: an] material adverse effect on our future business or prospects.

Critical Accounting [removed: Policies and] Estimates

For a full description of our accounting policies related to the below items refer to Note [removed: B.][added: B: “Accounting Policies”, included in the Notes to Consolidated Financial Statements in this Annual Report.]

In bundled [removed: transactions] [added: transactions,] we estimate the standalone selling price of each identified performance obligation and use that estimate to allocate the transaction price among said performance obligations.

[removed: Discount rate and expected return on assets are two assumptions] which are important elements of pension plan expense and asset/liability measurement.

We believe that [removed: 4.65%] [added: 5.05%] was an appropriate rate of return on assets to use for [removed: 2024.][added: 2025.]

The December 31, [removed: 2024] [added: 2025,] asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities.

The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan’s expected cash flows and was [removed: 5.45%] [added: 5.30%] at December 31, [removed: 2024, up] [added: 2025, down] from [removed: 4.75%] [added: 5.45%] at December 31, [removed: 2023.][added: 2024.]

We estimate that in [removed: 2025] [added: 2026] we will recognize approximately $0.1 million of pension [removed: expense] [added: income] for the U.S. Plan.

The U.S. Plan pension [removed: expense] [added: income] estimate for [removed: 2025] [added: 2026] is based on a [removed: 5.45%] [added: 5.30%] discount rate and a [removed: 5.05%] [added: 5.10%] return on assets.

We [removed: review] [added: evaluate the recoverability of] intangible [added: assets] and long-lived assets [removed: for impairment] whenever events [removed: or] [added: and] changes in [removed: business circumstances] [added: circumstances, such as reductions in demand or significant economic slowdowns,] indicate that the carrying amount of [removed: the assets] [added: an asset] may not be fully [removed: recoverable or that the useful lives of these assets are no longer appropriate.][added: recoverable.]

[removed: Goodwill] [added: Potential] impairment [removed: will be the amount] [added: is identified] by [removed: which] [added: comparing the fair value of] a reporting [removed: unit’s carrying value exceeds its fair value, not] [added: unit] to [removed: exceed the] [added: its] carrying [removed: amount of] [added: value, including] goodwill.

Information pertaining to fiscal year [removed: 2022] [added: 2023] results of operations, including a year-to-year comparison against fiscal year [removed: 2023,] [added: 2024,] was included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on February [removed: 22, 2024.][added: 20, 2025.]

| Products | | | [removed: 81.4] [added: 83.4] | % | | | [removed: 78.3] [added: 81.4] | % |

| Services | | | [removed: 18.6] [added: 16.6] | | | | [removed: 21.7] [added: 18.6] | |

| Cost of products | | | [removed: 34.1] [added: 35.6] | | | | [removed: 33.0] [added: 34.1] | |

| Cost of services | | | [removed: 7.4] [added: 6.2] | | | | [removed: 9.6] [added: 7.4] | |

| Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) | | | [removed: 41.5] [added: 41.8] | | | | [removed: 42.6] [added: 41.5] | |

| Gross profit | | | [removed: 58.5] [added: 58.2] | | | | [removed: 57.4] [added: 58.5] | |

| Selling and administrative | | | [removed: 21.9] [added: 20.3] | | | | [removed: 21.6] [added: 21.9] | |

| Engineering and development | | | [removed: 16.3] [added: 15.8] | | | | [removed: 15.6] [added: 16.3] | |

| Acquired intangible assets amortization | | | [removed: 0.7] [added: 0.5] | | | | 0.7 | |

| Restructuring and other | | | [removed: 0.6] [added: 1.2] | | | | [removed: 0.8] [added: 0.6] | |

| Gain on sale of business | | | [removed: (2.0] [added: —] | [removed: )] | | | [removed: 0.0] [added: (2.0] | [added: )] |

| Total operating expenses | | | [removed: 37.4] [added: 37.8] | | | | [removed: 38.7] [added: 37.4] | |

| Income from operations | | | [removed: 21.1] [added: 20.4] | | | | [removed: 18.7] [added: 21.1] | |

| Interest income | | | [removed: (0.9] [added: (0.5] | ) | | | [removed: (1.0] [added: (0.9] | ) |

| Interest expense | | | [removed: 0.1] [added: 0.2] | | | | 0.1 | |

| Other (income) expense, net | | | 0.2 | | | | [removed: (0.0] [added: 0.2] | [removed: )] |

| Income before income taxes and equity in net earnings of affiliate | | | [removed: 21.6] [added: 20.5] | | | | [removed: 19.6] [added: 21.6] | |

In the first quarter of 2025, we identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025.

In 2025, our Semiconductor Test segment achieved considerable growth driven by robust demand from Artificial Intelligence (“AI”) applications in networking and with vertically integrated producer (“VIP”) compute solutions.

Memory test revenue remained stable despite a smaller overall market, supported by share gains in high bandwidth memory (“HBM”) and DRAM final test applications.

The Semiconductor Test segment’s strategic shift toward AI-driven semiconductor testing resulted in AI related customer demand driving the majority of our revenue in the second half of 2025.

Looking ahead to 2026, we expect AI related customer demand to continue to represent the bulk of our revenues in the first quarter.

Our results reflect our focused investments in AI applications and VIP customers, with benefits from these initiatives materializing throughout 2025 and expected to continue in 2026.

In the Product Test Group, we also achieved revenue growth in 2025, bolstered primarily by strength in defense and aerospace applications.

In our Robotics segment, the fourth quarter of 2025 represented the third consecutive quarter of sequential revenue growth.

During the year, we aimed at strategic partnerships with original equipment manufacturers, systems integrators, and large enterprise accounts, concentrating on high-growth verticals such as ecommerce, logistics, semiconductor, and electronics.

At the same time, we also reduced costs through restructuring activities designed to better position the Robotics organization for future success.

On January 29, 2026, we 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 created 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 we will invest 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.

On May 31, 2025, we acquired privately held Quantifi Photonics (“Quantifi”), a leader in PIC test solutions for a total purchase price of $127.2 million.

This acquisition enables the delivery of scalable PIC test solutions and is included in our Product Test segment.

Over time, we also intend to leverage the engineering expertise and technology to enhance functionality and create additional differentiation in our Semiconductor Test business, specifically with integration into our UltraFlexplus platform.

On January 31, 2025, we acquired Infineon Technologies AG's (“Infineon”) automated test equipment technology and associated development team (“AET”) based in Regensburg, Germany for a total purchase price of 17.6 million Euros, equivalent to $18.3 million.

AET adds resources and expertise to our company and strengthens the relationship between us and this key customer.

AET is included in our Semiconductor Test segment.

During 2025, we completed the acquisitions of Quantifi and AET and additionally, we returned $778.4 million to shareholders through $702.1 million of share buybacks and $76.3 million of dividend payments.

The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2025 were not material, however, compliance with these laws has limited our ability to compete in certain regions.

Discount rate and expected return on assets are two assumptions

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired.

Goodwill is assessed for impairment at the reporting unit level annually during the fourth quarter of each fiscal year, as of December 31, or more frequently if we believe indicators of impairment exist.

For our annual impairment assessment, we have the option to evaluate qualitative factors such as industry and market conditions, and entity specific financial performance and events, including changes in management, strategy and key customers.

If based on our qualitative assessment it is more likely than not that the fair value of the reporting unit is less than its carry amount, we are required to perform quantitative impairment testing.

If necessary, an impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit.

Intangible assets acquired through a business combination typically consist of developed technologies, customer relationships, and trademarks and trade names.

Long-lived assets primarily consist of property and equipment and operating lease right-of-use assets.

We engage third-party valuation specialists to assist us with the initial measurement of the fair value of acquired intangible assets.

When indicators of impairment are present, the future undiscounted cash flows of the related asset group are compared to its carrying value.

If necessary, the net book value of the underlying asset is adjusted to fair value as indicated by the sum of the expected discounted cash flows.

Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows.

The impairment assessment of goodwill, intangible assets and long-lived assets involves critical estimates and assumptions, which may be unpredictable and inherently uncertain.

These estimates and assumptions may include projected revenue growth rates, projected earnings before interest, taxes, depreciation, and amortization margins, discount rate, and comparable market multiples, specifically revenue multiples.

Any changes in key assumptions could impact the result of the impairment assessment.

Business Combinations

We recognize tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.

The fair value of identifiable intangible assets is based on detailed cash flow valuations that use information and assumptions provided by management, for example, revenue growth rates, customer attrition rates, and discount rate.

We design, develop, manufacture and sell automated test systems and robotics products.

In 2024, we saw strength in our Semiconductor Test business, with memory and compute offerings growing considerably compared to 2023.

We expect mobile, automotive, and industrial will grow in 2025 and that recent advancements in AI inference may help mid-term recovery in these markets.

Beyond AI compute, we are investing in other areas of the semiconductor test market that offer the opportunity for accelerating long-term growth, including power semi-conductors and the shift towards vertically integrated products ("VIPs").

We have seen the benefits start to materialize in 2024 and expect them to continue through the mid-term.

2024 was a very weak industrial automation market resulting in a year-over-year decline in Robotics revenues while outperforming our peer group.

In 2024, we built key OEM, systems integrators and large account strategic partnerships which will strengthen our go to market for years to come.

Introduction of new products, including the MiR 1200 Pallet Jack will further expand our available markets to support our growth.

On May 27, 2024, we paid 483.1 million Euros, equivalent to $524.1 million, to purchase a combination of previously issued and outstanding shares and shares newly issued by Technoprobe, S.p.A.

("Technoprobe").

The shares purchased represent 10% of the issued and outstanding shares of Technoprobe.

We also received a board seat as part of the purchase.

Additionally, as part of the transaction, we completed the sale of the Device Interface Solutions ("DIS") business, a component of our Semiconductor Test segment, to Technoprobe for $85.0 million in cash, net of cash and cash equivalents sold, and a customary working capital adjustment.

The sale resulted in a pre-tax gain of $57.1 million recorded as 'Gain on sale of business' in the consolidated statement of operations.

Our financial statements are denominated in U.S. dollars.

Our corporate strategy for our test businesses is to profitably grow market share while in Robotics, we plan to profitably grow revenue through the introduction of differentiated products targeting expanding markets.

Supply Chain Constraints and Inflationary Pressures

The global supply shortage of electrical components, including semiconductor chips, impacted our supply chain in the first half of 2023.

In the second half of 2023 and the full year of 2024, we saw improvements related to supply constraints and, consequently, did not experience material increases in our lead times and costs for components.

In addition, in 2023 and 2024, inflationary pressures contributed to increased costs for product components and wage inflation, which had a minimal impact on our cost of products, gross margin and profit for the year.

While our businesses could be impacted by supply constraints in the future, we do not anticipate supply chain constraints will have a material impact on our financial results in 2025.

The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2024 were not material, and we do not currently expect the cost of complying with existing trade laws and regulations to have a material adverse effect on our capital expenditures or earnings or on our competitive position in any one year.

Accounting Policies, included in the Notes to Consolidated Financial Statements in this Annual Report.

Equity Method Investments

We account for investments using the equity method of accounting when it has significant influence over the financial and operating policies, but not control, of the investee.

The equity method investments are initially recorded at cost and included in the 'Equity method investment' in the consolidated balance sheet.

We record our share of investee's net income or loss and other comprehensive income, and the amortization of equity method basis difference, calculated as the difference between the investment and the amount of underlying equity in net assets acquired, on a 3-month lag, which is applied consistently from period to period.

Our share of investee's net income and the amortization of equity method basis difference are reported in 'Equity in net earnings of affiliate' in the consolidated statement of operations.

We include our share of investee's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income.

We monitor on an ongoing basis its equity method investments for indicators of other-than-temporary declines in fair value below carrying value.

This quarterly process identifies obsolete and excess inventory.

Obsolete inventory, which represents items for which there is no demand, is fully reserved.

Excess inventory, which represents inventory items that are not expected to be consumed within the forecasted demand window, is written

down to estimated net realizable value.

We assess goodwill for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently, when events and circumstances occur indicating that the recorded goodwill may be impaired.

Impairment of intangible and long-lived assets would result in the asset being written down to its estimated fair value.

The calculated fair value of a reporting unit or intangible or long-lived asset is dependent upon discounted cash flow (“DCF”) models, discount rates, and market multiples.

DCF models rely on our forecasted mid-term plans which are subjective based on customer or market conditions and can change materially.

We utilize third party specialists when determining discount rates and selected market multiples.

A change in any of these key assumptions could result in a reporting unit, intangible asset, or long-lived asset being impaired in a future period.

As of December 31, 2024, two customers of our Semiconductor Test [removed: segment, Taiwan Semiconductor Manufacturing Co. and SK Hynix Inc,] [added: segment] each accounted for 10% of our accounts receivable balance.

As of December 31, [removed: 2023, a customer] [added: 2025, two customers primarily] of our Semiconductor Test [removed: segment, Texas Instruments Inc.,] [added: segment] accounted for [removed: 18%] [added: approximately 22% and 20%, respectively,] of our accounts receivable balance.

As of December 31, [removed: 2024] [added: 2025,] and [removed: 2023,] [added: 2024,] the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.

The potential change in the fair value from changes in interest rates is immaterial as of December 31, [removed: 2024] [added: 2025,] and [removed: 2023.][added: 2024.]

On January 13, 2025, we entered into a forward to buy 23.7 million Euros which expired on February 3, 2025.

[Table of Contents](#toc_page)

Teradyne, Inc. (“Teradyne”) was founded in 1960 and is a leading global [removed: supplier] [added: provider] of automated test equipment and robotics solutions.

[removed: Our] [added: Teradyne's] automated test systems are used to test semiconductors, wireless products, data [removed: storage] [added: storage, silicon photonics,] and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries.

[removed: Our] [added: Teradyne's] robotics [removed: products include] [added: product offerings consist primarily of] collaborative robotic arms and autonomous mobile robots [removed: (“AMRs”)] used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency [removed: and decrease manufacturing and logistics] [added: while reducing] costs.

[removed: Our] [added: Teradyne’s] automated test equipment and robotics products and services include:

[removed: defense/aerospace (“Defense/Aerospace”)] [added: product] test [removed: instrumentation and] [added: (“Product Test”)] systems, [added: which include] circuit-board test and inspection [removed: (“Production Board Test”)] systems, [removed: and] wireless test [removed: systems (referred collectively as "All Other").][added: systems, photonic integrated circuit (“PIC”) test solutions, and defense and aerospace test instrumentation and systems.]

A few customers drive [removed: significant] [added: sizable] demand for our [removed: products] [added: offerings] both through direct sales and sales to the customer’s supply partners.

We expect that sales of our test products will continue to be concentrated with a limited number of [removed: significant] [added: major] customers for the foreseeable future.

Strengthening of the U.S. dollar would negatively affect Robotics revenue [removed: growth] in [removed: 2025.][added: 2026.]

Our corporate strategy [removed: for our test businesses] is to profitably grow [added: revenue and] market share [removed: while in Robotics, we plan to profitably grow revenue] through the introduction of differentiated products targeting expanding [removed: markets.][added: markets and customer needs.]

We design, manufacture, sell and support [removed: Semiconductor Test products] [added: Semiconductor, Hard Disk Drive (“HDD”),] and [removed: services] [added: Solid State Disk (“SSD”) test systems] and [removed: hard disk drives] [added: related services] on a worldwide basis.

The test systems we provide are used for wafer level, device package testing, and system level [removed: testing of semiconductor devices.][added: testing.]

These devices are used in [added: AI,] automotive, industrial, communications, consumer, smartphones, cloud, computer and electronic game applications, among others.

Semiconductor devices span a broad range of functionality, from very simple low-cost devices such as [removed: appliance] microcontrollers, operational amplifiers or voltage regulators to complex digital signal processors, Artificial Intelligence/Machine Learning (“AI/ML”) [removed: training,] [added: training ASICs,] high performance computing and microprocessors as well as memory devices.

measure and [removed: improve] [added: enhance] product performance;

[removed: In 2019, we introduced our next generation UltraFLEXPlus] [added: More recently data centers and AI are the drivers for the FLEX Test Platform and specifically the UltraFLEXplus] tester, the newest member of the UltraFLEX family, which uses the new PACETM architecture to deliver superior economics and fast time to market for complex [removed: digital] [added: compute] devices.

[added: We have continued to invest in] the J750 platform with new instrument releases that bring new capabilities to existing market segments and expand the J750 platform to new devices that include high end microcontrollers and the latest generation of image sensors.

Our Magnum platform addresses the requirements of mass production test of memory devices for [removed: flash] [added: flash, DRAM,] and [removed: DRAM] [added: HBM] memory.

[removed: Flash and] [added: Flash,] DRAM [added: and HBM] memory are widely used core building blocks in modern electronic products finding wide application in consumer, industrial, and computing equipment.

Our Magnum 7 solution is designed for parallel memory test in the flash, [removed: DRAM] [added: DRAM, HBM] and multi-chip package markets while our Magnum [removed: platform called Magnum] EPIC [removed: giving] [added: platform, gives] us full product coverage of the memory test [removed: market.][added: market with final test capabilities.]

Semiconductors tested by ETS platform systems are incorporated into a wide range of products in historically high-growth markets including mobile devices, automotive electronics, computer peripherals, [added: data center platforms,] and notebook and desktop computers.

The Eagle platform includes the ETS-88 which is a high performance multi-site production test system designed to test a wide variety of high volume power and precision devices including Silicon Carbide [removed: ("SiC")] [added: (“SiC”)] and Gallium Nitride [removed: ("GaN")] [added: (“GaN”)] power devices used in vehicle [removed: electrification.][added: electrification and data center power delivery and conversion.]

The Integrated System Test group is comprised of our system level test [removed: ("SLT")] [added: (“SLT”)] testers and our [removed: hard disk drive ("HDD")] [added: HDD and SSD] testers.

Our Robotics segment is comprised of two [removed: business units:] [added: product lines, our cobot arms under] Universal Robots [added: branding] and [added: our autonomous mobile robots under] Mobile Industrial [removed: Robots.][added: Robots branding.]

Since introducing the world's first commercially viable cobot in 2008, [removed: Universal Robots] [added: Teradyne Robotics] has sold over [removed: 75,000] [added: 110,000] cobots worldwide and has developed a product portfolio reflecting a range of reaches and [removed: payloads, including the UR3e, UR5e, UR10e, UR16e, UR20 and UR30 robots.][added: payloads.]

All [removed: models] [added: models, including the UR8 Long, UR15, UR18, UR20, UR30, UR3e, UR7e, UR12e, and UR16e] are [removed: robust,] built to withstand a wide range of industrial environments, and can be easily integrated into existing production setups, providing a number of game-changing benefits:

Collaborative-capable safety functions – following a risk assessment, most cobots can seamlessly operate alongside employees, assisting with dull, dirty, and [removed: dangerous] [added: repetitive] tasks.

An extensive ecosystem [added: (“UR+”)] has grown around the company's [removed: cobot, technology] [added: cobot technology,] creating innovation and choice for customers and a wide range of components, kits and solutions to suit [removed: every application.][added: numerous applications.]

[removed: MiR is a leading provider of autonomous] [added: Autonomous] mobile robots [removed: ("AMRs") for] [added: (“AMRs”) are used in] the manufacturing and logistics segments.

[removed: MiR] [added: Teradyne Robotics’] AMRs enhance productivity, offering a high return on investment by streamlining workforce efficiency, reducing lead times, and improving workplace safety.

These [removed: AMRs] [added: AMRs, which include MiR250, MiR600, and MiR1350, as well as the MiR1200 Pallet Jack,] operate autonomously, eliminating the need for traditional guidance infrastructure.

All models can be easily integrated into existing production [removed: environments.][added: environments, differentiated by their:]

In each of the years, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] our five largest direct customers in aggregate accounted for [added: 44%,] 36%, [removed: 32%] and [removed: 26%] [added: 32%] of our consolidated revenues, respectively.

In 2024, we estimate [removed: consolidated revenues driven by Samsung, a] [added: one] customer of our Semiconductor Test and Wireless Test segments, [removed: combining direct and indirect sales, accounted for appropriately 12.5%] [added: specified approximately 13%] of our consolidated revenues.

In 2023, [removed: revenues driven by Texas Instruments Inc., a] [added: one] customer of our Semiconductor Test segment, accounted for [added: approximately] 10% of our consolidated revenues.

The loss of, or significant decrease in demand from [removed: key OEM customers] [added: a significant OEM, IDM,] or [added: Fabless customer, or] any of our five largest direct customers, could have a material adverse effect on our business, results of operations and financial condition.

Sales to customers outside the United States were [added: 89%,] 87%, [removed: 84%,] and [removed: 85%,] [added: 84%,] respectively, of our consolidated revenues in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

See also “Item 1A: Risk Factors” and Note [removed: U: “Operating Segment, Geographic] [added: V: “Segment, Geographic,] and Significant Customer Information” in Notes to Consolidated Financial Statements.

Competitors in [removed: the System] [added: our Product] Test operating segment include, among others, [removed: Advantest Corporation and] [added: Keysight Technologies,] Test Research, [removed: Inc.][added: Inc.,]

[removed: Competitors in our Wireless Test operating segment include, among others,] Rohde & Schwarz GmbH & Co. KG, Anritsu Company, National Instruments Corporation, Welzek and iTest.

[removed: Customers] [added: Our backlog at any particular date is not necessarily indicative of the actual sales for any succeeding period because our customers] may delay delivery of products or cancel orders without advanced notice, subject to possible cancellation penalties.

In the first quarter of 2025, Teradyne identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025.

In 2025, our Semiconductor Test segment achieved considerable growth driven by robust demand from Artificial Intelligence (“AI”) applications in networking and with vertically integrated producer (“VIP”) compute solutions.

Memory test revenue remained stable despite a smaller overall market, supported by share gains in high bandwidth memory (“HBM”) and DRAM final test applications.

The Semiconductor Test segment’s strategic shift toward AI-driven semiconductor testing resulted in AI related customer demand driving the majority of our revenue in the second half of 2025.

Looking ahead to 2026, we expect AI related customer demand to continue to represent the bulk of our revenues in the first quarter.

Our results reflect our focused investments in AI applications and VIP customers, with benefits from these initiatives materializing throughout 2025 and expected to continue in 2026.

In the Product Test Group, we also achieved revenue growth in 2025, bolstered primarily by strength in defense and aerospace applications.

In our Robotics segment, the fourth quarter of 2025 represented the third consecutive quarter of sequential revenue growth.

During the year, we aimed at strategic partnerships with original equipment manufacturers, systems integrators, and large enterprise accounts, concentrating on high-growth verticals such as ecommerce, logistics, semiconductor, and electronics.

At the same time, we also reduced costs through restructuring activities designed to better position the Robotics organization for future success.

On January 29, 2026, we 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 created 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 we will invest 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.

On May 31, 2025, we acquired privately held Quantifi Photonics (“Quantifi”), a leader in PIC test solutions for a total purchase price of $127.2 million.

This acquisition enables the delivery of scalable PIC test solutions and is included in our Product Test segment.

Over time, we also intend to leverage Quantifi's engineering expertise and technology to enhance functionality and create additional differentiation in our Semiconductor Test business, specifically with integration into our UltraFlexplus platform.

On January 31, 2025, we acquired Infineon Technologies AG's (“Infineon”) automated test equipment technology and associated development team (“AET”) based in Regensburg, Germany for a total purchase price of 17.6 million Euros, equivalent to $18.3 million.

AET adds resources and expertise to our company and strengthens the relationship between us and this key customer.

AET is included in our Semiconductor Test segment.

We are subject to tariffs and restrictions from the dynamically changing global trade environment.

While it is difficult to quantify the exact impact, current trade restrictions are limiting our ability to be competitive, particularly in certain markets, where some competitors are not subjected to the same restrictions.

We continue to monitor developments in international trade policy, including potential changes to tariffs, further export controls, and other regulatory measures that could affect our supply chain, cost structure, or market access.

For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - Item 1A “Risk Factors- Risks Related to Legal and Regulatory Compliance.”

Teradyne Robotics’ has sold over 11,000 AMRs globally.

Product Test

Our Product Test segment consists of test equipment and service offerings for high performance electronic and photonic assemblies, sub-assemblies, modules, and components.

Customers are broad, including but not limited to, companies in the high performance computing and data center, automotive/industrial, defense/aerospace, and consumer electronics industries.

Our offerings include high-performance test systems, subsystems, instruments, and services.

In addition to support of high volume manufacturing test, the Product Test solutions aid customers in the development, verification, and scaling of next-generation technologies.

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.

Additionally, we offer reimbursement for educational courses

Each of these groups is open to any employee who is interested and would like to join.

*Talent Communities*

At Teradyne, we believe our success is deeply connected to the strength of the communities where we live and work.

We are committed to building an organization by investing in talent development through education, philanthropy, and strategic partnerships.

We design, develop, manufacture and sell automated test systems and robotics products.

In 2024, we saw strength in our Semiconductor Test business, with memory and compute offerings growing considerably compared to 2023.

We expect mobile, automotive, and industrial will grow in 2025 and that recent advancements in AI inference may help mid-term recovery in these markets.

Beyond AI compute, we are investing in other areas of the semiconductor test market that offer the opportunity for accelerating long-term growth, including power semi-conductors and the shift towards vertically integrated products ("VIPs").

We have seen the benefits start to materialize in 2024 and expect them to continue through the mid-term.

2024 was a very weak industrial automation market resulting in a year-over-year decline in Robotics revenues while outperforming our peer group.

In 2024, we built key OEM, systems integrators and large account strategic partnerships which will strengthen our go to market for years to come.

Introduction of new products, including the MiR 1200 Pallet Jack, will further expand our available markets to support our growth.

On May 27, 2024, we paid 483.1 million Euros, equivalent to $524.1 million, to purchase a combination of previously issued and outstanding shares and shares newly issued by Technoprobe, S.p.A.

("Technoprobe").

The shares purchased represent 10% of the issued and outstanding shares of Technoprobe.

We also received a board seat as part of the purchase.

Additionally, as part of the transaction, we completed the sale of the Device Interface Solutions ("DIS") business, a component of our Semiconductor Test segment, to Technoprobe for $85.0 million in cash, net of cash and cash equivalents sold, and a customary working capital adjustment.

The sale resulted in a pre-tax gain of $57.1 million recorded as 'Gain on sale of business' in the consolidated statement of operations.

These markets include mobile phones and tablets, PCs, servers, networking and automotive electronics.

These end use markets continue to be drivers for the FLEX Test Platform family of products because they require a wide range of technologies and instrument coverage.

We have continued to invest in

Universal Robots

Universal Robots is a leading provider of collaborative robots ("cobots") used across various industries, including automotive, food & beverage, metal & machining, electronics, pharmaceutical, and in education.

Founded in 2005 and headquartered in Odense, Denmark, Universal Robots aims to create a world where people work with robots, not like robots.

Its mission is simple: “*Automation for anyone.

Anywhere.”*

UR also provides an all-encompassing customer experience including UR Academy - an award-winning training program, available both online and in person in more than 120 training centers worldwide, and three tiers of service offerings carefully designed to accelerate customer success.

Universal Robots has recently established global Centers of Excellence for Welding, Palletizing, and Machine Tending applications.

These centers, led by subject matter experts, serve as knowledge hubs, offering expert recommendations and guidance on the latest trends in the field to UR partners and key customers worldwide.

Mobile Industrial Robots

MiR currently offers three deckload AMR models, each supporting a different payload capacity—MiR250, MiR600, and MiR1350—as well as a pallet jack AMR—MiR1200 Pallet Jack—all managed by our unified fleet management software, MiR Fleet.

MiR’s products are differentiated by their:

System Test

Our System Test operating segment is comprised of two business units: Defense/Aerospace and Production Board Test.

Defense/Aerospace

We are a leading provider of high performance test systems, subsystems, instruments and service for the defense and aerospace markets.

Our test products are used to ensure the readiness of military and commercial aerospace electronics systems.

New programs, such as tactical aircraft and missile systems, as well as upgrade programs, continue to fuel the demand for high performance test systems in this market.

Our test products are well-suited to the demands of defense/aerospace electronics manufacturers and repair depots worldwide.

Our leadership in this market is underscored by our success with major Department of Defense programs across all U.S. military service branches and many allied defense services worldwide.

Production Board Test

Our test systems are used by electronics manufacturers and OEMs worldwide to perform In-Circuit-Test (“ICT”) and device programming of printed circuit board assemblies.

Fast, accurate and cost-effective test capabilities are hallmark features of our Test Station product families.

We offer the Test Station in off-line and automated in-line configurations.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Commission [removed: file] [added: filer] number 001-06462

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted pursuant to Rule 405 of Regulation S-T [removed: (232.405] [added: (§ 232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act (check one):][added: Act:]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June [removed: 30, 2024,] [added: 29, 2025,] was approximately [removed: $24.0] [added: $12.7] billion based upon the closing price of the registrant’s Common Stock on the Nasdaq Stock Market on that date.

The number of shares outstanding of the registrant’s only class of Common Stock as of February [removed: 14, 2025,] [added: 16, 2026,] was [removed: 161,718,766] [added: 156,555,950] shares.

Portions of the registrant’s proxy statement in connection with its [removed: 2024] [added: 2025] annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1C. | [Cybersecurity](#item_1c_cyber_security) | [removed: 21] [added: 20] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financialstatementssupplemental) | [removed: 36] [added: 37] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_and_disagreements) | [removed: 85] [added: 90] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_and_procedures) | [removed: 85] [added: 90] |

| Item 9B. | [Other Information](#item_9b_othe_information) | [removed: 85] [added: 90] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign) | [removed: 85] [added: 91] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_officers) | [removed: 86] [added: 92] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 86] [added: 92] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_of_certain) | [removed: 86] [added: 92] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_and_relat) | [removed: 86] [added: 92] |

| Item 14. | [Principal Accountant Fees and Services](#item_14_principal_accountant_fees_and) | [removed: 86] [added: 92] |

| Item 15. | [Exhibits and Financial Statement Schedule](#item_15_exhibits_and_financial_statemen) | [removed: 87] [added: 93] |

| Item 16. | [Form 10-K Summary](#item_16_form_10_k_summary) | [removed: 88] [added: 94] |

| | [Signatures](#signatures) | [removed: 93] [added: 100] |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Yes ☒ No ☐

[Table of Contents](#toc_page)

As a producer of leading-edge electronic testing products and maker of advanced robotics, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as [removed: ransomware] [added: vulnerability exploits, credential theft,] and [removed: denial-of-service,] [added: social engineering,] to attacks from more advanced, persistent, and highly organized adversaries, including nation state actors, that may target us for our role in critical infrastructure [removed: sectors.][added: sectors, all of which are becoming more sophisticated and effective by the use of AI.]

[removed: These] [added: Cyber] risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors.

We also have a corporate-wide insider [added: AI-enabled] threat detection program to proactively identify external and internal threats and mitigate those threats in a timely manner.

Our products and connected systems may be susceptible to cybersecurity threats such as hacking, malware, ransomware, or other unauthorized intrusions targeting data confidentiality, integrity or system availability.

Threat actors — including third parties or malicious insiders — might exploit software vulnerabilities or misconfigurations to disrupt operations, exfiltrate confidential or personal data, or degrade system performance.

A significant cybersecurity incident could expose us to regulatory enforcement, liability for damages, contractual penalties, remediation costs, and eroded customer trust.

To date, we have not experienced any cybersecurity incidents that have materially affected our business, operations, or financial results.

However, we continue to monitor and assess risks that could have a material impact in the future.

The cybersecurity program is aligned to the NIST Cybersecurity Framework and is integrated into our enterprise risk management processes.

Risks resulting from threat actor use of AI are included in these updates.

We conduct annual tabletop exercises and regular penetration testing to validate and improve our incident response capabilities.

[Table of Contents](#toc_page)

Cybersecurity related risks are also integrated into our overall enterprise risk management ("ERM") process.

We own approximately [removed: 920,000] [added: 1,210,000] square feet of office space and lease approximately [removed: 1,340,000] [added: 1,416,000] square feet of office space.

We believe our existing [added: and planned] facilities are adequate to meet our current and reasonably foreseeable requirements.

[removed: In 2024, we completed construction of] [added: We also own] an approximately 200,000 square foot building in Odense, [removed: Denmark,] [added: Denmark] for our Robotics operations.

In 2025, we completed the purchase of an approximately 290,000 square foot building in Cebu, Philippines for Semiconductor Test production and initiated our fit out of our leased 68,000 square foot Robotics U.S manufacturing site in the Metro Detroit area.

Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “TER.” As of February [removed: 20, 2025,] [added: 19, 2026,] there were approximately [removed: 1,084] [added: 1,013] holders of record of shares of our common stock.

The following table includes information with respect to repurchases we made of our common stock during the three months ended December 31, [removed: 2024] [added: 2025] (in thousands except per share price):

Includes approximately [removed: two] [added: three] thousand shares at an average price of [removed: $122.14] [added: $163.25] withheld from employees for the payment of taxes.

Excise tax incurred is included as part of the cost basis of shares repurchased in the Condensed Consolidated Statements of [removed: Convertible Common Shares and] Stockholders' Equity.

| September 29, 2025 – October 26, 2025 | | | 642 | | | | $ | 141.80 | | | | | 641 | | | $ | 785,712 | |

| October 27, 2025 – November 23, 2025 | | | 451 | | | | | 172.43 | | | | | 451 | | | | 708,911 | |

| November 24, 2025 – December 31, 2025 | | | 93 | | | | | 179.59 | | | | | 93 | | | | 691,363 | |

| | | | 1,186 | | (1) | | | 156.42 | | (1) | | | 1,185 | | | | | |

| September 30, 2024 – October 27, 2024 | | | 104 | | | | $ | 129.01 | | | | | 103 | | | $ | 1,531,150 | |

| October 28, 2024 – November 24, 2024 | | | 475 | | | | | 107.04 | | | | | 475 | | | | 1,480,482 | |

| November 25, 2024 – December 31, 2024 | | | 668 | | | | | 120.26 | | | | | 668 | | | | 1,400,063 | |

| | | | 1,247 | | (1) | | $ | 115.95 | | (1) | | | 1,246 | | | | | |

We have audited the accompanying consolidated balance sheets of Teradyne, Inc. and its subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of convertible common shares and [removed: shareholders'] [added: shareholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing under Item 15(c) (collectively referred to as the [removed: "consolidated] [added: “consolidated] financial [removed: statements").][added: statements”).]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in [added: accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

*Revenue Recognition - Certain [removed: Product] [added: Products] Revenue*

As described in Note B to the consolidated financial statements, [removed: the Company recognizes revenue] for transactions that do not meet the criteria for over time recognition, [added: the Company recognizes revenue for products] at a point in time when shipped or delivered based on contractual terms.

The Company’s total [removed: product] [added: products] revenue was [removed: $2.3] [added: $2.7] billion for the year ended December 31, [removed: 2024,] [added: 2025,] of which a majority relates to certain [removed: product] [added: products] revenue.

The principal consideration for our determination that performing procedures relating to revenue recognition for certain [removed: product] [added: products] revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to revenue recognition for certain of the Company’s [removed: product] [added: products] revenue.

These procedures included testing the effectiveness of controls relating to the recognition process for certain [removed: product] [added: products] revenue.

These procedures also included, among others (i) testing the revenue recognized for a sample of certain [removed: product] [added: products] revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipment or delivery; (ii) testing the timing of revenue recognized for a sample of certain [removed: product] [added: products] revenue transactions that occurred near period end by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipment or delivery; and (iii) [removed: testing] [added: confirming] a sample of outstanding customer invoice balances as of December 31, [removed: 2024 by] [added: 2025 and, for confirmations not returned,] obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

| | | [added: 2025 | | | |] 2024 | | | | 2023 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 553,354 | | | [removed: $] | 757,571 | | [added: | | 854,773 | |]

| Marketable securities | | | [removed: 46,312] [added: 28,247] | | | | [removed: 62,154] [added: 46,312] | |

| Accounts receivable, less allowance for credit losses of [removed: $2,111] [added: $2,410] and [removed: $1,988 in 2024] [added: $2,111 at December 31, 2025] and [removed: 2023,] [added: December 31, 2024,] respectively | | | [removed: 471,426] [added: 786,913] | | | | [removed: 422,124] [added: 471,426] | |

| Inventories, net | | | [removed: 298,492] [added: 379,552] | | | | [removed: 309,974] [added: 298,492] | |

| Prepayments | | | [removed: 429,086] [added: 427,564] | | | | [removed: 548,970] [added: 429,086] | |

| Other current assets | | | [removed: 17,727] [added: 33,273] | | | | [removed: 37,992] [added: 17,727] | |

| Total current assets | | | [removed: 1,816,397] [added: 1,949,300] | | | | [removed: 2,162,035] [added: 1,816,397] | |

| Property, plant and equipment, net | | | [removed: 508,171] [added: 562,999] | | | | [removed: 445,492] [added: 508,171] | |

| Operating lease right-of-use assets, net | | | [removed: 70,185] [added: 76,635] | | | | [removed: 73,417] [added: 70,185] | |

| Marketable securities | | | [removed: 124,121] [added: 126,256] | | | | [removed: 117,434] [added: 124,121] | |

| Deferred tax assets | | | [removed: 222,438] [added: 275,265] | | | | [removed: 175,775] [added: 222,438] | |

| Retirement plans assets | | | [removed: 11,994] [added: 12,059] | | | | [removed: 11,504] [added: 11,994] | |

[removed: | Equity Method Investment | | | 494,494 | | | | — | |][added: EQUITY METHOD INVESTMENT]

| Other assets | | | [removed: 49,620] [added: 71,697] | | | | [removed: 38,580] [added: 49,620] | |

| Acquired intangible assets, net | | | [removed: 15,927] [added: 51,271] | | | | [removed: 35,404] [added: 15,927] | |

| Goodwill | | | [removed: 395,367] [added: 521,019] | | | | [removed: 415,652] [added: 395,367] | |

| Total assets | | $ | [removed: 3,708,714] [added: 4,183,599] | | | $ | [removed: 3,486,824] [added: 3,708,714] | |

| Accounts payable | | $ | [removed: 134,792] [added: 269,185] | | | $ | [removed: 180,131] [added: 134,792] | |

| Accrued employees’ compensation and withholdings | | | [removed: 204,991] [added: 254,973] | | | | [removed: 191,750] [added: 204,991] | |

| Deferred revenue and customer advances | | | [removed: 107,710] [added: 153,124] | | | | [removed: 99,804] [added: 107,710] | |

| Other accrued liabilities | | | [removed: 90,777] [added: 111,845] | | | | [removed: 114,712] [added: 90,777] | |

| Operating lease liabilities | | | [removed: 18,699] [added: 19,340] | | | | [removed: 17,522] [added: 18,699] | |

| Income taxes payable | | | [removed: 67,610] [added: 106,740] | | | | [removed: 48,653] [added: 67,610] | |

| Total current liabilities | | | [removed: 624,579] [added: 1,115,207] | | | | [removed: 659,951] [added: 624,579] | |

| Retirement plans liabilities | | | [removed: 133,338] [added: 144,874] | | | | [removed: 132,090] [added: 133,338] | |

| Long-term deferred revenue and customer advances | | | [removed: 40,505] [added: 50,888] | | | | [removed: 37,282] [added: 40,505] | |

*Annual Goodwill Impairment Assessment – Robotics Reporting Unit*

As described in Notes B and N to the consolidated financial statements, the Company’s goodwill balance was $521.0 million as of December 31, 2025, and the goodwill associated with the Robotics reporting unit was $416.4 million.

Management assesses goodwill for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

As disclosed by management, potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill.

In performing the quantitative goodwill impairment test, management determines the fair value of a reporting unit using the results derived from an income approach and a market approach, equally weighting the fair value determined under each approach.

Under the income approach, determining fair value for the Robotics reporting unit required the use of significant judgment by management and included assumptions relating to projected revenue growth rates, projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates.

Under the market approach, management estimated the fair value of the Robotics reporting unit by utilizing the market comparable method which is based on revenue multiples from comparable companies.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Robotics reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Robotics reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth rates, projected EBITDA margins, and the discount rate used in the income approach and revenue multiples from comparable companies used in the market approach; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Robotics reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Robotics reporting unit; (ii) evaluating the

appropriateness of the income and market approaches used by management; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue growth rates, projected EBITDA margins, and the discount rate used in the income approach and revenue multiples from comparable companies used in the market approach.

Evaluating management’s assumptions related to projected revenue growth rates and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Robotics reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the discount rate and revenue multiples from comparable companies assumptions.

| Short-term debt | | | 200,000 | | | | — | |

| Net income | | $ | 554,047 | | | $ | 542,372 | | | $ | 448,752 | |

| Repurchase of common stock | | | (6,316 | ) | | | (789 | ) | | | | | | | | | | | (704,025 | ) | | | (704,814 | ) |

| Net income | | | | | | | | | | | | | | | | | | | 554,047 | | | | 554,047 | |

| Year Ended December 31, 2025 | | | 156,088 | | | $ | 19,511 | | | $ | 1,989,911 | | | $ | 41,895 | | | $ | 744,435 | | | $ | 2,795,752 | |

| Net income | | $ | 554,047 | | | $ | 542,372 | | | $ | 448,752 | |

| Acquisition of businesses, net of cash and cash equivalents acquired | | | (144,380 | ) | | | — | | | | — | |

| Purchase of investment in a business | | | (25,519 | ) | | | (532,060 | ) | | | — | |

A.

In the first quarter of 2025, Teradyne identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025.

B.

| Balance at December 31, 2025 | | $ | 55,913 | |

‘Equity method investment’ in the consolidated balance sheet.

| | | 2025 | | | | 2024 | | |

Business Combinations

Under ASC 470 Debt, Teradyne records all borrowings as short-term or long-term debt in the condensed consolidated balance sheet in accordance with Teradyne's ability and intent to repay the debt, as well as the contractual due date.

When amounts are drawn on the revolver, interest is accrued and recognized within other accrued liabilities in the condensed consolidated balance sheet and expensed within Other (income) expense, net within the condensed consolidated statement of operations.

C.

Teradyne adopted this guidance on a prospective basis and included the required disclosures in Note U: “Income Taxes.” This ASU has no impact on the results of operations, cash flows, or financial condition.

In July 2025, the FASB issued ASU 2025-05 – *“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*,*”* which introduces a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

The practical expedient permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

This standard is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

D.

ACQUISITIONS

Quantifi Photonics

On May 31, 2025, Teradyne acquired all of the issued and outstanding shares of Quantifi Photonics (“Quantifi”), a privately held company in New Zealand and a leader in photonic integrated circuit (“PIC”) test solutions for a total purchase price of $127.2 million.

*Change in Accounting Principle*

As discussed in Note B to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt in 2022.

accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 20, 2025

| Current assets held for sale | | | — | | | | 23,250 | |

| Long-term assets held for sale | | | — | | | | 11,531 | |

| Current liabilities held for sale | | | — | | | | 7,379 | |

| Long-term liabilities held for sale | | | — | | | | 2,000 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | |

| Year Ended December 31, 2021 | | $ | 1,512 | | | | 162,251 | | | $ | 20,281 | | | $ | 1,811,545 | | | $ | (5,948 | ) | | $ | 736,566 | | | | 2,562,444 | |

| Repurchase of common stock | | | | | | | (7,253 | ) | | | (907 | ) | | | | | | | | | | | (751,175 | ) | | | (752,082 | ) |

| Settlements of convertible notes | | | | | | | 1,495 | | | | 187 | | | | (442 | ) | | | | | | | | | | | (255 | ) |

| Convertible common shares | | | (1,512 | ) | | | | | | | | | | | 1,512 | | | | | | | | | | | | 1,512 | |

| Cumulative-effect of change in accounting principle related to convertible debt | | | | | | | | | | | | | | | (100,834 | ) | | | | | | | 94,600 | | | | (6,234 | ) |

| Net income | | | | | | | | | | | | | | | | | | | | | | | 715,501 | | | | 715,501 | |

| Exercise of convertible notes hedge call options | | | | | | | (1,072 | ) | | | (133 | ) | | | 133 | | | | | | | | | | | | — | |

| Investments in businesses | | | (532,060 | ) | | | — | | | | — | |

| Proceeds from sale of asset | | | — | | | | — | | | | 3,410 | |

| Cash and cash equivalents at beginning of year | | | 757,571 | | | | 854,773 | | | | 1,122,199 | |

A.

B.

cost plus a reasonable margin analysis.

Teradyne products consist primarily of semiconductor test systems and instruments, defense/aerospace test instrumentation and systems, storage test systems and instruments, circuit-board test and inspection systems and instruments, wireless test systems and robotics products.

| | | | | |

| Balance at December 31, 2021 | | $ | 64,168 | |

Teradyne records its share of investee's net income or loss and other

(1)

Excludes $5.3 million of contract manufacturer and supplier prepayments, classified as assets held for sale.

See Note E: "Dispositions" for additional information.

Business Combination

Teradyne adopted Accounting Standards Update (“ASU”) ASU 2020-06 – “Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity,” on January 1, 2022 using the modified retrospective method of adoption.

As a result of adoption, Teradyne recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of $94.6 million for the reclassification of the equity component.

Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million.

With respect to its convertible debt issued in 2016, Teradyne was required to settle the principal of the convertible debt in cash; accordingly, the principal amount was excluded from the determination of diluted earnings per share.

As a result, Teradyne is accounting for the conversion spread using the treasury stock method.

C.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, *"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures"*, which requires Teradyne to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker ("CODM") on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, we are required to disclose the title and position of the CODM.

There was no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, [removed: 2024] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 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.

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, [removed: 2024, no] [added: 2025, the following] Section 16 [removed: Officer] [added: Officers] or [removed: director] [added: directors] adopted, modified or terminated [removed: a] Rule 10b5-1 trading [removed: plan.][added: 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.

[Table of Contents](#toc_page)

The information required by this Item 10 will be included in our definitive Proxy Statement in connection with our [removed: 2025] [added: 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.

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.

The information required by this Item 11 will be included in our definitive Proxy Statement in connection with our [removed: 2025] [added: 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.

The information required by this Item 12 will be included in our definitive Proxy Statement in connection with our [removed: 2025] [added: 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.

The information required by this Item 13 will be included in our definitive Proxy Statement in connection with our [removed: 2025] [added: 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.

The information required by this Item 14 will be included in our definitive Proxy Statement in connection with our [removed: 2025] [added: 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.

| [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public) (PricewaterhouseCoopers LLP, PCAOB ID No 238) | | [removed: 36] [added: 37] |

| [Consolidated Balance Sheets as of December 31, [removed: 2024,] [added: 2025,] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | | [removed: 38] [added: 40] |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_operations)] [added: 2023](#consolidated_statements_operations)] | | [removed: 39] [added: 41] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_comprehensive)] [added: 2023](#consolidated_statements_comprehensive)] | | [removed: 40] [added: 42] |

| [Consolidated Statements of Convertible Common Shares and Shareholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_convertible_comm)] [added: 2023](#consolidated_statements_convertible_comm)] | | [removed: 41] [added: 43] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | | [removed: 42] [added: 44] |

| 2025 Allowance for credit losses | | $ | 2,111 | | | $ | 442 | | | $ | 68 | | | $ | 211 | | | $ | 2,410 | |

| 2025 Valuation allowance | | $ | 117,254 | | | $ | 7,709 | | | $ | 96 | | | $ | 997 | | | $ | 124,062 | |

| 2022 Allowance for credit losses | | $ | 2,012 | | | $ | 500 | | | $ | (6 | ) | | $ | 551 | | | $ | 1,955 | |

| 2022 Valuation allowance | | $ | 97,170 | | | $ | 7,652 | | | $ | 21 | | | $ | 1,036 | | | $ | 103,807 | |

| 4.3 | | [Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex4_3.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex4_3.htm)] | | Filed herewith. |

| [removed: 10.42] [added: 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.](https://www.sec.gov/Archives/edgar/data/97210/000119312519143836/d717687dex105.htm) |

| [removed: 10.43] [added: 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.](https://www.sec.gov/Archives/edgar/data/97210/000119312507044466/dex1024.htm) |

| [removed: 10.44] [added: 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.](https://www.sec.gov/Archives/edgar/data/97210/000119312512087457/d263943dex1043.htm) |

| [removed: 10.45] [added: 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.](https://www.sec.gov/Archives/edgar/data/97210/000119312520133155/d830052dex101.htm) |

| [removed: 10.46] [added: 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.](https://www.sec.gov/Archives/edgar/data/97210/000119312522049828/d213661dex1052.htm) |

| [removed: 10.47] [added: 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.](https://www.sec.gov/Archives/edgar/data/97210/000119312522277821/d386683dex101.htm) |

| [removed: 10.48] [added: 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 [removed: thereto] [added: thereto.] | | [Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097210/000095017024089858/ter-20240630.htm) |

| 21.1 | | [Subsidiaries of [removed: Teradyne.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex21_1.htm)] [added: Teradyne.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex21_1.htm)] | | Filed herewith. |

| 23.1 | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex23_1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex23_1.htm)] | | Filed herewith. |

| 31.1 | | [Rule 13a-14(a) Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex31_1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex31_1.htm)] | | Filed herewith. |

| 31.2 | | [Rule 13a-14(a) Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex31_2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex31_2.htm)] | | Filed herewith. |

| 32.1 | | [Section 1350 Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex32_1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex32_1.htm)] | | Furnished herewith. |

| 32.2 | | [Section 1350 Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex32_2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex32_2.htm)] | | Furnished herewith. |

| 97.1 | | [Policy for Recoupment of Incentive [removed: Compensation.](https://www.sec.gov/Archives/edgar/data/97210/000095017025023784/ter-ex97_1.htm)] [added: Compensation.](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex97_1.htm)] | | Filed herewith. |

| 101 | | The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [added: 2024 and December 31, 2023, (ii) Consolidated Statements of Operations for the years ended December 31, 2024,] 2023 and [added: 2022, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended] December 31, [added: 2024, 2023 and 2022 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023 and] 2022, [removed: (ii)] [added: (v) Consolidated Statements of Cash Flows for the years ended December 31,] | | |

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 [removed: 20th] [added: 19th] day of February [removed: 2025.][added: 2026.]

| /S/ PAUL J. TUFANO Paul J. Tufano | Chair of the Board | February [removed: 20, 2025] [added: 19, 2026] |

| /S/ GREGORY SMITH Gregory Smith | Chief Executive Officer (Principal Executive Officer) and Director | February [removed: 20, 2025] [added: 19, 2026] |

| /S/ [removed: SANJAY MEHTA Sanjay Mehta] [added: MICHELLE TURNER Michelle Turner] | Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | February [removed: 20, 2025] [added: 19, 2026] |

| /S/ PETER HERWECK Peter Herweck | Director | February [removed: 20, 2025] [added: 19, 2026] |

| /S/ MERCEDES JOHNSON Mercedes Johnson | Director | February [removed: 20, 2025] [added: 19, 2026] |

| /S/ ERNEST E. MADDOCK Ernest E. Maddock | Director | February [removed: 20, 2025] [added: 19, 2026] |

| /S/ MARILYN MATZ Marilyn Matz | Director | February [removed: 20, 2025] [added: 19, 2026] |

| /S/ BRIDGET VAN KRALINGEN Bridget van Kralingen | Director | February [removed: 20, 2025] [added: 19, 2026] |

| 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.](https://www.sec.gov/Archives/edgar/data/97210/000119312525258477/ter-ex10_1.htm) |

| 10.44 | | [Employment Agreement dated October 27, 2025 between Teradyne, Inc. and Michelle Turner. *](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex10_44.htm) | | Filed herewith. |

| 10.45 | | [Executive Officer Change in Control Agreement dated October 27, 2025 between Teradyne, Inc. and Michelle Turner. *](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex10_45.htm) | | Filed herewith. |

| 19.1 | | [Teradyne Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/97210/000119312526059002/ter-ex19_1.htm) | | Filed herewith. |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | 2024, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements. | | |

| | | | | |

[Table of Contents](#toc_page)

| By: | /S/ MICHELLE TURNER |

| | Michelle Turner, |

| /S/ DREW HENRY Drew Henry | Director | February 19, 2026 |

| | | |

| /S/ DR. NECIP SAYINER Dr. Necip Sayiner | Director | February 19, 2026 |

| | | Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements. | | |

| By: | /S/ SANJAY MEHTA |

| | Sanjay Mehta, |

| /S/ FOUAD TAMER Fouad Tamer | Director | February 20, 2025 |