Teradyne 10-Q 2026-03-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 29, 2026

OR

For the transition period from ________ to ________

Commission File No. 001-06462

TERADYNE, INC.

(Exact name of registrant as specified in its charter)

978**-**370-2700

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s only class of Common Stock as of April 27, 2026, was 156,542,162 shares.

TERADYNE, INC.

INDEX

PART I

TERADYNE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

The accompanying notes, together with the Notes to Consolidated Financial Statements

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Statements in this Quarterly Report on Form 10-Q which are not historical facts, so called “forward-looking statements,” are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in our filings with the Securities and Exchange Commission. See also Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.

Overview

We are a leading global provider of automated test equipment and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency, while reducing costs. Our automated test equipment and robotics products and services include:

semiconductor test (“Semiconductor Test”) systems;

robotics (“Robotics”) products; and

product test (“Product Test”) systems, which includes circuit-board test and inspection systems, wireless test systems, photonic integrated circuit (“PIC”) test solutions, and defense and aerospace test instrumentation and systems.

The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products 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 significant customers for the foreseeable future.

During the first quarter of 2026, our Semiconductor Test segment delivered record results, driven primarily by continued strength in Artificial Intelligence (“AI”)–related demand across compute and memory applications resulting in Semiconductor Test revenue alone exceeding $1.0 billion for the first time. AI-related customer demand continues to be significant in the quarter, reflecting the investments by hyperscalers, vertically integrated producers, and merchant compute customers in AI data center infrastructure. Memory test revenue remained at near-record levels, driven by robust demand for high bandwidth memory (“HBM”) and DRAM test solutions supporting AI compute deployments. The first quarter results reflect our ongoing focus on AI-dominant testing requirements. Our Robotics segment achieved its fourth consecutive quarter of sequential revenue growth, which is notable given the typical seasonality associated with this business. Demand was supported by customer engagement across e‑commerce, electronics manufacturing, semiconductor, and AI data center end markets. In the Product Test Group, first quarter revenue increased year over year, supported by continued strength in defense and aerospace applications. Across the company, our first quarter results reflect strong execution and the benefits of prior investments in product development, manufacturing capacity, and strategic partnerships, which we expect to continue to support our performance over the course of 2026.

On April 8, 2026, we and MultiLane formed a joint venture, MultiLane Test Products (“MLTP”), to which MultiLane contributed the assets of its test and measurement business. MLTP is expected 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. In connection with the formation of MLTP, we obtained a controlling 75% ownership interest in MLTP for a total purchase price of approximately $157.8 million, subject to customary post-closing adjustments. MLTP will be included in our Product Test Segment.

On April 16, 2026, we acquired all of the issued and outstanding shares of TestInsight Ltd. (“TestInsight”) for a total purchase price of $29.0 million, subject to customary post-closing adjustments. TestInsight is a leading provider of semiconductor test development, validation, and conversion software widely used across the industry. TestInsight will be included in our Semiconductor Test Segment.

Our capital allocation plan will continue to be balanced between investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends while maintaining cash balances to enable us to run the business. During the first three months of 2026 we returned $25.9 million to shareholders through $5.5 million of share buybacks and $20.4 million of

dividend payments. In April 2026, we paid a combined $166.7 million towards the formation of MLTP and the acquisition of TestInsight.

Government Regulations

We are subject to numerous 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, U.S. and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations. We believe that our operations are in material compliance with applicable trade regulations. The costs we incurred in complying with applicable trade regulations for the three months ended March 29, 2026 were not material, however, compliance with these laws has limited our ability to compete in certain regions. It is possible that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have a material adverse effect on our future business or prospects.

We have paid certain tariffs on imported products under the International Emergency Economic Powers Act (“IEEPA”) since the inception of the IEEPA tariffs in 2025. On April 20, 2026, U.S. Customs and Border Protection (“CBP”) began accepting refund claims related to these tariffs. While we have submitted refund requests, the timing and impact of any potential refunds remain uncertain, however, we do not expect the impact to be material to our financial position or results of operations.

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” included elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Critical Accounting Policies and Estimates

We have identified the policies which are critical to understanding our business and our results of operations. The impact and any associated risks related to these estimates on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. There have been no significant changes during the three months ended March 29, 2026, to the items disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.

Preparation of Financial Statements and Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions.

SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

Results of Operations

First Quarter 2026 Compared to First Quarter 2025

Revenues

Revenues by our reportable segments were as follows:

The increase in Semiconductor Test revenues of $568.3 million, or 104.8%, was driven primarily by higher sales in compute related to artificial intelligence applications. The increase in Robotics revenues of $22.3 million, or 32.3%, was primarily due to increased sales of collaborative robotic arms, partially offset by decreased sales of autonomous mobile robots. The increase in Product Test revenues of $6.2 million, or 8.4%, was driven primarily by higher Defense/Aerospace sales.

Revenues by country as a percentage of total revenues were as follows (1):

(1)

Revenues attributable to a country are based on location of customer site.

Gross Profit

Our gross profit was as follows:

Gross profit as a percent of revenue increased by 0.3 points, primarily due to volume increase in Semiconductor Test.

Selling and Administrative

Selling and administrative expenses were as follows:

The increase of $9.4 million in selling and administrative expenses was primarily driven by strategic investments in Semiconductor Test.

Engineering and Development

Engineering and development expenses were as follows:

The increase of $17.4 million in engineering and development expenses was primarily driven by strategic investments in Semiconductor Test.

Restructuring and Other

During the three months ended March 29, 2026, we recorded $3.4 million of restructuring and other charges, $1.7 million of which were acquisition and divestiture related expenses. During the three months ended March 29, 2026, we made $4.3 million of severance payments related to the 2025 Robotics restructurings.

During the three months ended March 30, 2025, we consolidated our Robotics go-to-market functions to better serve our customers. As a result, we recorded $11.4 million of employee severance charges, $9.2 million of which is related to the Robotics restructuring which impacted approximately 150 employees. Additionally, we recorded $2.0 million of acquisition and divestiture related costs and $1.1 million related to lease terminations.

Interest and Other

The decrease in interest income was driven primarily by lower average cash balances and lower interest rates in the current period. The increase in interest expense was driven primarily by higher borrowings under the Revolving Credit Facility.

Income (Loss) Before Income Taxes and Equity in Net Earnings of Affiliate

(1)

Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, severance charges, pension and postretirement plan actuarial gains (losses), and acquisition and divestiture related expenses.

The increase in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher sales in compute related to artificial intelligence applications. The decrease in income before income taxes and equity in net earnings of affiliate in Product Test was driven primarily by strategic investments, partially offset by higher revenue. The decrease in loss before income taxes and equity in net earnings of affiliate in Robotics was primarily due to higher revenue and lower operating expenses primarily as a result of restructuring actions taken in 2025.

Income Taxes

The effective tax rate for the three months ended March 29, 2026, and March 30, 2025, was 13.3% and 12.2%, respectively. The increase in the effective tax rate from the three months ended March 30, 2025, to the three months ended March 29, 2026, is primarily attributable to lower benefits from tax credits, lower benefits related to U.S. taxation of international income, and higher expense related to Pillar Two. These impacts were partially offset by increased benefits from equity compensation and a projected shift in the geographic distribution of income.

Contractual Obligations

There have been no changes outside of the ordinary course of business to our contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Liquidity and Capital Resources

Sources of Liquidity

Our cash, cash equivalents and marketable securities balances decreased by $54.3 million in the three months ended March 29, 2026, to $394.0 million. Cash decreased primarily due to net repayments of borrowings on revolving credit facility of $200.0 million, partially offset by operating cash proceeds.

Our Third Amended and Restated Revolving Credit Agreement, amended as of November 7, 2023 (the “Credit Agreement”) provides a six-year, senior secured revolving credit facility of $750.0 million (the “Credit Facility”). As of March 29, 2026, Teradyne did not have an outstanding balance under the Credit Agreement. The Credit Agreement is set to expire on December 10, 2026. See

Note I: “Debt” for more information regarding our Credit Agreement. As of March 29, 2026, we were in compliance with all covenants under the Credit Agreement. We intend to extend the Credit Facility later in 2026.

Cash Flows

Operating Activities

Operating activities during the three months ended March 29, 2026, provided cash of $265.1 million. Changes in operating assets and liabilities, net of businesses acquired used cash of $195.5 million due to a $297.1 million increase in operating assets and a $101.7 million increase in operating liabilities. The increase in operating assets was primarily due to increases in accounts receivable of $322.0 million. The increase in operating liabilities was primarily due to increases in income taxes and in deferred revenue and customer advances of $66.3 million and $52.0 million, respectively.

Operating activities during the three months ended March 30, 2025, provided cash of $161.6 million. Changes in operating assets and liabilities used cash of $7.7 million due to a $12.0 million increase in operating liabilities, partially offset by a $4.3 million increase in operating assets. The change in operating assets was primarily due to a $31.0 million increase in inventories, partially offset by a $13.1 million and $13.7 million decrease in accounts receivable and other assets, respectively. The change in operating liabilities was due to growth in accounts payable of $48.0 million, a $13.0 million uptick in income taxes, and a $10.2 million increase in deferred revenue and customer advance payments, partially offset by a $58.0 million decrease in accrued other and a $1.3 million decline in retirement plan contributions.

Investing Activities

Investing activities during the three months ended March 29, 2026, included $64.7 million used for the purchases of property, plant & equipment and $40.8 million used for the purchases of marketable securities, partially offset by $27.3 million provided by proceeds from sales of marketable securities and $10.9 million provided by proceeds from maturities of marketable securities.

Investing activities during the three months ended March 30, 2025, included $64.0 million used for the purchase of property, plant and equipment, $17.0 million used for the acquisition of business, net of cash acquired, $10.8 million used for the purchase of marketable securities, and $3.0 million used for investments in businesses, partially offset by $27.4 million in proceeds from the maturities of marketable securities and $5.6 million in proceeds from the sale of marketable securities.

Financing Activities

Financing activities during the three months ended March 29, 2026, included $200.0 million in net repayments of borrowings on revolving credit facility, $39.4 million used for payments related to net settlement of employee stock compensation awards, $20.4 million used for dividend payments, and $5.5 million used for the repurchase common stock, partially offset by $15.1 million provided by issuance of common stock under stock purchase and stock options plans.

Financing activities during the three months ended March 30, 2025, included $157.5 million used for the repurchase of 1.5 million shares of common stock at an average price of $107.21 per share, $19.4 million used for dividend payments and $14.7 million used for payments related to net settlements of employee stock compensation awards, partially offset by $14.8 million in proceeds from the issuance of common stock under employee stock purchase and stock option plans.

Material Cash Requirements

In January 2026 and January 2025, our Board of Directors declared a quarterly cash dividend of $0.13 and $0.12 per share, respectively. Dividend payments for the three months ended March 29, 2026, and March 30, 2025, were $20.4 million and $19.4 million, respectively.

In January 2023, our Board of Directors approved a repurchase program for up to $2.0 billion of common stock. During the three months ended March 29, 2026, we repurchased less than 0.1 million shares of common stock for $5.5 million, which excludes related excise tax, at an average price of $229.00 per share. The cumulative repurchases under the 2023 repurchase program as of March 29, 2026, were 12.0 million shares of common stock for $1,302.8 million, which excludes related excise tax, at an average price per share of $109.62. During the three months ended March 30, 2025, we repurchased 1.5 million shares of common stock for $157.5 million, which excludes related excise tax, at an average price of $107.21 per share.

While we have previously declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Cash dividends and stock repurchases are subject to the discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition.

We believe our cash, cash equivalents, marketable securities and senior secured revolving credit facility will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings. As of March 29, 2026, we were in compliance with all covenants under the Credit Agreement.

Equity Compensation Plans

In addition to our 1996 Employee Stock Purchase Program as discussed in Note S: “Stock-Based Compensation” in our 2025 Annual Report on Form 10-K, we have a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”).

The purpose of the 1996 Employee Stock Purchase Plan is to encourage stock ownership by all eligible employees of Teradyne. The purpose of the 2006 Equity Plan is to provide equity ownership and compensation opportunities in Teradyne to our employees, officers and directors. Both plans were approved by our shareholders.

Recently Issued Accounting Pronouncements

For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note C: “Recently Issued Accounting Pronouncements” of this Form 10-Q.

For “Quantitative and Qualitative Disclosures about Market Risk” affecting Teradyne, see Part 2 Item 7A, “Quantitative and Qualitative Disclosures about Market Risks,” in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. There were no material changes in our exposure to market risk from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or Rule 15d-15(f) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 29, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1: Legal Proceedings

We are subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.

In addition to other information set forth in this Form 10-Q, including the risk discussed below, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, remain applicable to our business.

The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

In January 2023, Teradyne’s Board of Directors cancelled our 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. During the three months ended March 29, 2026, we repurchased 0.02 million shares of common stock for a total cost of $5.5 million at an average price of $229.00 per share. We record share repurchases at cost, which includes broker commissions and related excise taxes. During the three months ended March 30, 2025, we repurchased 1.5 million shares of common stock for $158.7 million at an average price of $107.21 per share.

The following table includes information with respect to repurchases we made of our common stock during the three months ended March 29, 2026, (in thousands except per share price):

(1)

Includes approximately 175,362 shares at an average price of $245.04 withheld from employees for the payment of taxes.

(2)

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

We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due.

Item 4: Mine Safety Disclosures

Not Applicable

10b5-1 Trading Plans

Our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Section 16 Officers”) and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” During our fiscal quarter ended March 29, 2026, the following Section 16 Officers or directors adopted, modified or terminated Rule 10b5-1 trading plans:

Gregory Smith, President and Chief Executive Officer

Gregory Smith, our President and Chief Executive Officer, entered into a new Rule 10b5-1 trading plan on February 12, 2026. The Rule 10b5-1 trading plan provides that Mr. Smith, acting through a broker, may sell up to an aggregate of 44,597 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 15, 2026. Mr. Smith’s plan is scheduled to terminate on February 26, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Smith or the broker, or as otherwise provided in the plan.

Ryan Driscoll, Vice President and General Counsel

Ryan Driscoll, our Vice President and General Counsel, entered into a new Rule 10b5-1 trading plan on February 5, 2026. The Rule 10b5-1 trading plan provides that Mr. Driscoll, acting through a broker, may sell up to an aggregate of 680 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 7, 2026. Mr. Driscoll’s plan is scheduled to terminate on December 31, 2026, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Driscoll or the broker, or as otherwise provided in the plan.

Shannon Poulin, President of Semiconductor Test

Shannon Poulin, the President of our Semiconductor Test Division, entered into a new Rule 10b5-1 trading plan on February 19, 2026. The Rule 10b5-1 trading plan provides that Mr. Poulin, acting through a broker, may sell up to an aggregate of 4,432 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 21, 2026. Mr. Poulin’s plan is scheduled to terminate on March 31, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Poulin or the broker, or as otherwise provided in the plan.

Regan Mills, President of Product Test

Regan Mills, the President of our Product Test Division, entered into a new Rule 10b5-1 trading plan on March 10, 2026. The Rule 10b5-1 trading plan provides that Mr. Mills, acting through a broker, may sell up to an aggregate of 1,369 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is January 27, 2027. Mr. Mills’ plan is scheduled to terminate on April 6, 2027, 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.

Marilyn Matz, Director

Marilyn Matz, a member of our Board of Directors, entered into a new Rule 10b5-1 trading plan on February 13, 2026. The Rule 10b5-1 trading plan provides that Ms. Matz, acting through a broker, may sell up to an aggregate of 14,400 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is May 15, 2026. Ms. Matz’s plan is scheduled to terminate on May 14, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Ms. Matz or the broker, or as otherwise provided in the plan.

Mercedes Johnson, Director

Mercedes Johnson, a member of our Board of Directors, entered into a new Rule 10b5-1 trading plan on March 4, 2026. The Rule 10b5-1 trading plan provides that Ms. Johnson, acting through a broker, may sell up to an aggregate of 2,000 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is June 2, 2026. Ms.

Johnson’s plan is scheduled to terminate on May 28, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Ms. Johnson or the broker, or as otherwise provided in the plan.

SIGNATURES

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