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Item 16. Form 10-K Summary

23K characters. Original on sec.gov ·

Item 16. Form 10-K Summary

Not applicable.

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EXHIBIT INDEX

The following designated exhibits are, as indicated below, either filed herewith or have heretofore been filed with the Securities and Exchange Commission and are referred to and incorporated by reference to such filings.

Exhibit No.DescriptionSEC Document Reference
3.1Restated Articles of Organization.Appendix B to Teradyne’s Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed on March 29, 2024.
3.2Amended and Restated By-laws, as amended.Exhibit 3.1 to Teradyne’s Current Report on Form 8-K filed on January 29, 2024.
4.1Indenture dated as of December 12, 2016, between Teradyne, Inc. and Wilmington Trust, National Association, as trustee.Exhibit 4.1 to Teradyne’s Current Report on Form 8-K filed on December 12, 2016.
4.2First Supplemental Indenture dated as of November 4, 2021 between Teradyne, Inc. and Wilmington Trust, National Association, as trustee.Exhibit 4.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2021.
4.3Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act.Filed herewith.
10.1†Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron.Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
10.2†Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron.Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
10.3†Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation.Exhibit 10.5 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
10.4Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)—Revised July 1, 2010.Exhibit 10.6 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
10.5Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.Exhibit 10.7 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.6†Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.Exhibit 10.8 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.72006 Equity and Cash Compensation Incentive Plan, as amended. *Exhibit 10.2 to Teradyne’s Current Report on Form 8-K filed on May 13, 2021.
10.8Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan.Exhibit 10.10 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
10.9Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*Exhibit 10.9 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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10.10Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024.
10.11Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. *Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024.
10.12Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.*Exhibit 10.12 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
10.131996 Employee Stock Purchase Plan, as amended.*Exhibit 10.13 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
10.14Danish Sub-Plan to the 1996 Employee Stock Purchase Plan.Exhibit 10.15 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019
10.15Deferral Plan for Non-Employee Directors, as amended.*Exhibit 10.1 to Teradyne’s Quarterly Report on form 10-Q for the quarter ended October 3, 2021.
10.16Supplemental Savings Plan, as amended and restated.*Exhibit 10.18 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
10.17Supplemental Executive Retirement Plan, as restated.*Exhibit 10.19 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
10.18Agreement Regarding Termination Benefits dated January 31, 2023 between Teradyne and Gregory S. Smith.*Exhibit 10.18 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
10.19Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.*Exhibit 10.37 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2004.
10.20Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.21Executive Officer Agreement dated January 31, 2023 between Teradyne and Mark Jagiela.*Exhibit 10.21 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
10.22Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.*Exhibit 10.30 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.23Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2010.
10.24Executive Officer Agreement dated January 25, 2024 between Teradyne and Charles J. Gray.*Exhibit 10.1 to Teradyne's Current Report on Form 8-K/A filed January 29, 2024
10.25Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.*Exhibit 10.32 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
10.26Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.*Exhibit 10.33 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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10.27Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014.
10.28Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014.
10.29Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.
10.30Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.*Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.
10.31Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
10.32Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
10.33Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
10.34Agreement Regarding Termination Benefits dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*Exhibit 10.4 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
10.35Executive Officer Change in Control Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.*Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020.
10.36Executive Officer Change in Control Agreement dated August 21, 2023 between Teradyne, Inc. and Ujjwal Kumar.*Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.
10.37Employment Agreement dated June 27, 2023 between Teradyne, Inc. and Ujjwal Kumar.*Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended October 1, 2023
10.38Executive Officer Change in Control Agreement dated February 2, 2024 between Teradyne, Inc. and Ryan Driscoll.*Exhibit 10.38 to Teradyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
10.39Employment Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.*Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020.
10.40Executive Officer Change in Control Agreement dated November 14, 2023 between Teradyne, Inc. and John Wood. *Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024.
10.41Executive Officer Change in Control Agreement dated August 23, 2024 between Teradyne, Inc. and John Lukez. *Exhibit 10.2 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024.
10.43Separation and Release of Claims Agreement, dated as of August 28, 2025, by and between Ujjwal Kumar and Teradyne, Inc. *Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended September 28, 2025.
10.44Employment Agreement dated October 27, 2025 between Teradyne, Inc. and Michelle Turner. *Filed herewith.
10.45Executive Officer Change in Control Agreement dated October 27, 2025 between Teradyne, Inc. and Michelle Turner. *Filed herewith.

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10.46Time-Based Restricted Stock Unit Agreement dated May 1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.*Exhibit 10.5 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
10.47Form of Indemnification Agreement.*Exhibit 10.24 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
10.48LitePoint Corporation 2002 Stock Plan.Exhibit 10.43 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
10.49Credit Agreement dated May 1, 2020 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto.Exhibit 10.1 to Teradyne’s Current Report on Form 8-K filed May 5, 2020.
10.50First Amendment to Credit Agreement dated December 10, 2021 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto.Exhibit 10.52 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
10.51Second Amendment to Credit Agreement dated October 5, 2022 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto.Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2022.
10.52Third Amendment to Credit Agreement dated November 7, 2023 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto.Exhibit 10.1 to Teradyne's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
19.1Teradyne Insider Trading PolicyFiled herewith.
21.1Subsidiaries of Teradyne.Filed herewith.
23.1Consent of PricewaterhouseCoopers LLP.Filed herewith.
31.1Rule 13a-14(a) Certification of Principal Executive Officer.Filed herewith.
31.2Rule 13a-14(a) Certification of Principal Financial Officer.Filed herewith.
32.1Section 1350 Certification of Principal Executive Officer.Furnished herewith.
32.2Section 1350 Certification of Principal Financial Officer.Furnished herewith.
97.1Policy for Recoupment of Incentive Compensation.Filed herewith.
101The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31,

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2024, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements.
104The cover page of the Annual Report on Form 10-K formatted in Inline XBRL (included in Exhibit 101).

† -Confidential treatment granted.

  • -Management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 19th day of February 2026.

TERADYNE, INC.
By:/S/ MICHELLE TURNER
Michelle Turner,
Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/S/ PAUL J. TUFANO Paul J. TufanoChair of the BoardFebruary 19, 2026
/S/ GREGORY SMITH Gregory SmithChief Executive Officer (Principal Executive Officer) and DirectorFebruary 19, 2026
/S/ MICHELLE TURNER Michelle TurnerVice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)February 19, 2026
/S/ PETER HERWECK Peter HerweckDirectorFebruary 19, 2026
/S/ MERCEDES JOHNSON Mercedes JohnsonDirectorFebruary 19, 2026
/S/ ERNEST E. MADDOCK Ernest E. MaddockDirectorFebruary 19, 2026
/S/ MARILYN MATZ Marilyn MatzDirectorFebruary 19, 2026
/S/ BRIDGET VAN KRALINGEN Bridget van KralingenDirectorFebruary 19, 2026
/S/ DREW HENRY Drew HenryDirectorFebruary 19, 2026
/S/ DR. NECIP SAYINER Dr. Necip SayinerDirectorFebruary 19, 2026

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