UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 001-06462
TERADYNE, INC.
(Exact name of registrant as specified in its charter)
Massachusetts
04-2272148
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
600 Riverpark Drive, North Reading,
01864
(Address of Principal Executive Offices)
(Zip Code)
978-370-2700
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.125
per share
TER
Nasdaq Stock Market LLC
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):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
Smaller reporting company
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.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited):
1
Condensed Consolidated Balance Sheets as of March 29, 2026, and December 31, 2025
Condensed Consolidated Statements of Operations for the Three Months Ended March 29, 2026, and March 30, 2025
2
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 29, 2026, and March 30, 2025
3
Condensed Statements of Shareholders’ Equity for the Three Months Ended March 29, 2026, and March 30, 2025
4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 29, 2026, and March 30, 2025
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
36
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
38
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
39
Mine Safety Disclosures
Item 5.
Other Information
40
Item 6.
Exhibits
42
PART I
Item 1: Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 29,2026
December 31,2025
(in thousands,except per share amount)
ASSETS
Current assets:
Cash and cash equivalents
$
241,944
293,751
Marketable securities
3,653
28,247
Accounts receivable, less allowance for credit losses of $2,482 and $2,410 at March 29, 2026 and December 31, 2025, respectively
1,107,522
786,913
Inventories, net
362,757
379,552
Prepayments
438,577
427,564
Other current assets
18,720
33,273
Total current assets
2,173,173
1,949,300
Property, plant and equipment, net
585,724
562,999
Operating lease right-of-use assets, net
76,222
76,635
148,374
126,256
Deferred tax assets
281,776
275,265
Retirement plans assets
12,078
12,059
Equity method investment
522,583
537,098
Other assets
70,743
71,697
Acquired intangible assets, net
48,979
51,271
Goodwill
514,175
521,019
Total assets
4,433,827
4,183,599
LIABILITIES
Current liabilities:
Accounts payable
344,681
269,185
Accrued employees’ compensation and withholdings
156,194
254,973
Deferred revenue and customer advances
197,127
153,124
Other accrued liabilities
122,512
111,845
Operating lease liabilities
18,438
19,340
Short-term debt
—
200,000
Income taxes payable
173,259
106,740
Total current liabilities
1,012,211
1,115,207
Retirement plans liabilities
143,354
144,874
Long-term deferred revenue and customer advances
58,371
50,888
Deferred tax liabilities
4,556
5,378
Long-term other accrued liabilities
7,559
7,601
Long-term operating lease liabilities
63,960
63,899
Total liabilities
1,290,011
1,387,847
Commitments and contingencies (Note R)
SHAREHOLDERS’ EQUITY
Common stock, $0.125 par value, 1,000,000 shares authorized; 156,540 and 156,088 shares issued and outstanding at March 29, 2026, and December 31, 2025, respectively
19,568
19,511
Additional paid-in capital
1,986,089
1,989,911
Accumulated other comprehensive loss (gain)
20,379
41,895
Retained earnings
1,117,780
744,435
Total shareholders’ equity
3,143,816
2,795,752
Total liabilities and shareholders’ equity
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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended
March 30,2025
(in thousands, except per share amount)
Revenues:
Products
1,142,971
561,958
Services
139,523
123,722
Total revenues
1,282,494
685,680
Cost of revenues:
Cost of products
453,447
224,142
Cost of services
48,098
46,202
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
501,545
270,344
Gross profit
780,949
415,336
Operating expenses:
Selling and administrative
166,737
157,257
Engineering and development
135,561
118,188
Acquired intangible assets amortization
2,224
4,573
Restructuring and other
3,425
14,515
Total operating expenses
307,947
294,533
Income from operations
473,002
120,803
Non-operating (income) expense:
Interest income
(2,422
)
(5,076
Interest expense
3,151
795
Other (income) expense, net
6,597
6,060
Income before income taxes and equity in net earnings of affiliate
465,676
119,024
Income tax provision
62,157
14,544
Income before equity in net earnings of affiliate
403,519
104,480
Equity in net earnings of affiliate
(4,611
(5,584
Net income
398,908
98,896
Net income per common share:
Basic
2.55
0.61
Diluted
2.53
Weighted average common shares—basic
156,410
161,501
Weighted average common shares—diluted
157,636
161,996
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $0, and $0, respectively
(19,933
39,319
Available-for-sale marketable securities:
Unrealized (losses) gains on marketable securities arising during period, net of tax of $(244), and $132, respectively
(1,540
620
Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $(4), and $21, respectively
(42
75
(1,582
695
Cash flow hedges:
Unrealized (losses) gains arising during period, net of tax of $0, and $(58), respectively
(202
Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $0, and $(166), respectively
(582
(784
Defined benefit post-retirement plan:
Amortization of prior service credit, net of tax of $0, and $0, respectively
(1
(2
Other comprehensive income (loss)
(21,516
39,228
Comprehensive income
377,392
138,124
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Shareholders’ Equity
CommonStock Shares
Common Stock Par Value
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Total Shareholders’ Equity
For the Three Months Ended March 29, 2026
Balance, December 31, 2025
156,088
Net issuance of common stock under stock-based plans
476
60
(24,471
(24,411
Stock-based compensation expense
20,649
Repurchase of common stock
(24
(3
(5,201
(5,204
Cash dividends ($0.13 per share)
(20,362
Balance, March 29, 2026
156,540
For the Three Months Ended March 30, 2025
Balance, December 31, 2024
161,722
20,215
1,909,538
(81,220
970,761
2,819,294
432
54
13
67
16,629
(1,480
(185
(157,016
(157,201
Cash dividends ($0.12 per share)
(19,414
Balance, March 30, 2025
160,674
20,084
1,926,180
(41,992
893,227
2,797,499
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Depreciation
30,240
25,523
Stock-based compensation
21,902
15,204
4,611
5,584
Losses (gains) on investments
3,317
3,372
Provision for excess and obsolete inventory
4,682
4,945
Amortization
2,415
4,779
Deferred taxes
(7,777
(7,811
Other
2,286
3,483
Changes in operating assets and liabilities, net of businesses acquired:
Accounts receivable
(322,017
13,053
Inventories
20,827
(31,049
Prepayments and other assets
4,049
13,650
Accounts payable and other liabilities
(15,025
(9,950
51,964
10,200
Retirement plans contributions
(1,534
(1,282
Income taxes
66,276
13,040
Net cash provided by operating activities
265,124
161,637
Cash flows from investing activities:
Purchases of property, plant and equipment
(64,733
(64,021
Acquisition of businesses, net of cash acquired
(17,002
Purchase of investment in a business
(3,011
Purchases of marketable securities
(40,797
(10,753
Proceeds from maturities of marketable securities
10,910
27,381
Proceeds from sales of marketable securities
27,328
5,633
Net cash used for investing activities
(67,292
(61,773
Cash flows from financing activities:
Proceeds from borrowings on revolving credit facility
50,000
Repayments of borrowings on revolving credit facility
(250,000
Dividend payments
(19,406
(5,518
(157,475
Payments related to net settlement of employee stock compensation awards
(39,437
(14,726
Issuance of common stock under stock purchase and stock option plans
15,101
14,792
Net cash used for financing activities
(250,216
(176,815
Effects of exchange rate changes on cash and cash equivalents
577
(771
Decrease in cash and cash equivalents
(51,807
(77,722
Cash and cash equivalents at beginning of period
553,354
Cash and cash equivalents at end of period
475,632
Non-cash investing activities:
Capital expenditures incurred but not yet paid:
5,420
7,135
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. THE COMPANY
Teradyne, Inc. (“Teradyne”) is a leading global provider of automated test equipment and robotics solutions. Teradyne’s 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. Teradyne’s 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. Teradyne’s automated test equipment and robotics products and services include:
B. ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated interim financial statements include the accounts of Teradyne and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. These condensed consolidated interim financial statements are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair statement of such condensed consolidated interim financial statements. The December 31, 2025, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by United States of America generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in Teradyne’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2026, for the year ended December 31, 2025.
Preparation of Financial Statements and Use of Estimates
The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions.
C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03-“Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure of additional expense information on an annual and interim basis, including the amounts of inventory purchases, employee compensation, depreciation, and intangible asset amortization included within each income statement expense caption. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Teradyne is currently evaluating the impact of this new standard.
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 in effect as of December 15, 2025. This ASU had no impact on results of operations, cash flows or financial condition.
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. The acquisition of Quantifi enables Teradyne to deliver scalable PIC test solutions. Teradyne’s allocation of the purchase price was goodwill of $83.1 million, which is not deductible for tax purposes, acquired intangible assets of $43.6 million with a weighted average estimated useful life of 10.0 years, and $0.6 million of net tangible assets. The goodwill is attributable to cost synergies, assembled workforce and anticipated incremental revenue streams. The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The results of Quantifi have been included in Teradyne’s Product Test segment from the date of acquisition.
The total purchase price was allocated as follows:
Purchase Price Allocation
83,068
Intangible Assets
43,600
Tangible assets acquired and liabilities assumed:
Current assets
6,148
Long-term deferred tax assets
6,271
Other non-current assets
2,516
Accounts payable and current liabilities
(1,609
Long-term deferred tax liabilities
(12,208
Other long-term liabilities
(548
Total purchase price
127,238
Teradyne estimated the fair value of intangible assets using the income and cost approaches. The fair value of Developed technology was estimated using the Multi-Period Excess Earnings Method. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. Components of these intangible assets and their estimated useful lives at the acquisition date are as follows:
Fair Value
Estimated Useful Life
(in years)
Developed technology
38,600
10.0
Trademarks and tradenames
4,400
Customer relationships
600
8.0
Total Intangible Assets
Teradyne has not separately disclosed Quantifi's standalone contribution to total company revenue or income from operations before income taxes or pro forma financial information because the impact of the acquisition on the condensed consolidated financial statements is not material.
Automated Test Equipment Technology
On January 31, 2025, Teradyne acquired from Infineon Technologies AG (“Infineon”) its 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, subject to customary adjustments. AET adds resources and expertise to Teradyne and strengthens the relationship between Teradyne and Infineon. The AET acquisition was accounted for as a business combination and, accordingly, the results have been included in Teradyne’s Semiconductor Test segment from the date of acquisition. As of the acquisition date, Teradyne’s purchase price allocation was goodwill of $1.3 million for expected synergies from combining operations, acquired intangible assets of $6.4 million, consisting of developed technology and customer relationships, with a weighted average estimated useful life of 4.6 years, and $10.7 million of net tangible assets, including $11.7 million of inventory. The fair values of the tangible and identifiable
7
intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The acquisition was not material to Teradyne’s condensed consolidated financial statements.
8
E. REVENUE
Disaggregation of Revenue
The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines.
Semiconductor Test
Robotics
Product Test
Total
System on-a-Chip
Memory
IST
Timing of Revenue Recognition
Point in Time
808,102
193,723
18,766
88,760
61,915
1,171,266
Over Time
73,705
8,727
7,778
2,498
18,520
111,228
881,807
202,450
26,544
91,258
80,435
Geographical Market
Asia Pacific
815,400
195,058
24,593
16,945
24,688
1,076,684
Americas
17,045
6,839
1,951
40,523
47,524
113,882
Europe, Middle East and Africa
49,362
553
33,790
8,223
91,928
337,691
101,662
22,892
67,146
56,559
585,950
68,700
7,745
3,814
1,841
17,630
99,730
406,391
109,407
26,706
68,987
74,189
358,103
107,681
26,016
15,062
25,546
532,408
35,052
917
690
32,471
40,785
109,915
13,236
809
21,454
7,858
43,357
Contract Balances
During the three months ended March 29, 2026, and March 30, 2025, Teradyne recognized $68.5 million and $25.3 million, respectively, that was included within the deferred revenue and customer advances balances at the beginning of the period. This revenue primarily relates to undelivered hardware, extended warranties, training, application support, and post contract support. Each of these represents a distinct performance obligation. As of March 29, 2026, Teradyne had $117.4 million of unsatisfied performance obligations with an original duration of greater than one year, of which 50% is expected to be recognized as revenue within the next 12 months.
Deferred revenue and customer advances consist of the following and are included in short and long-term deferred revenue and customer advances on the balance sheet:
Maintenance, service and training
58,118
62,337
Customer advances, undelivered elements and other
130,369
85,762
Extended warranty
67,011
55,913
Total deferred revenue and customer advances
255,498
204,012
F. EQUITY METHOD INVESTMENT
On May 27, 2024, Teradyne 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. Teradyne also received a board seat as part of the purchase. Teradyne accounts for this investment using the equity method as a result of being able to exercise significant influence over the operating and financial decisions of Technoprobe.
The carrying value of this equity method investment as of March 29, 2026 and December 31, 2025, was $522.6 million and $537.1 million, respectively, in the condensed consolidated balance sheets. For the three months ended March 29, 2026, Teradyne
9
recorded a $4.6 million loss related to equity in net earnings of affiliate and a $9.9 million loss in other comprehensive income (loss) related to investment. For the three months ended March 30, 2025, Teradyne recorded a loss of $5.6 million of equity in net earnings of affiliate and a gain of $20.7 million in other comprehensive income (loss) related to this investment.
Based on the quoted closing price of Technoprobe stock as of March 29, 2026 and March 30, 2025, the fair value of the publicly traded investment was $1,068.2 million and $411.5 million, respectively.
Teradyne’s equity method basis difference was calculated as the difference between the investment and the amount of underlying equity in net assets acquired. The basis differences, net of tax, will be amortized over the estimated useful lives.
Teradyne made an accounting policy election to report its share of Technoprobe’s results on a 3-month lag, which is applied consistently from period to period. Teradyne records its share of Technoprobe’s net income or loss and the amortization of equity method basis difference, as ‘Equity in net earnings of affiliate’ in the condensed consolidated statements of operations. Teradyne includes its share of Technoprobe’s other comprehensive income and a cumulative translation adjustment in the condensed consolidated statements of comprehensive income.
G. INVENTORIES
Inventories, net consisted of the following at March 29, 2026, and December 31, 2025:
Raw material
261,969
267,566
Work-in-process
56,012
47,876
Finished goods
44,776
64,110
Total inventories, net
Inventory reserves at March 29, 2026, and December 31, 2025, were $155.5 million and $151.8 million, respectively.
H. FINANCIAL INSTRUMENTS
Cash Equivalents
Teradyne considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.
Marketable Securities
Teradyne’s equity and debt mutual funds are classified as Level 1 and available-for-sale debt securities are classified as Level 2. The vast majority of Level 2 securities are fixed income securities priced by second party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities.
During the three months ended March 29, 2026, and March 30, 2025, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments.
10
(in millions)
Realized gains and losses included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations
Realized gains
0.7
Realized losses
0.1
1.2
Unrealized gains and losses on equity securities included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations
Unrealized gains on equity securities
0.2
Unrealized losses on equity securities
4.0
3.1
Unrealized gains and losses on available-for-sale debt securities are included in ‘Accumulated other comprehensive income (loss)’ in the condensed consolidated balance sheet.
The cost of securities sold is based on average cost.
11
The following tables set forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 29, 2026, and December 31, 2025.
March 29, 2026
Quoted Pricesin ActiveMarkets forIdenticalInstruments(Level 1)
SignificantOtherObservableInputs(Level 2)
SignificantUnobservableInputs(Level 3)
Assets
Cash
193,259
Cash equivalents
47,762
923
48,685
Available-for-sale securities:
Corporate debt securities
57,288
U.S. Treasury securities
12,627
Debt mutual funds
12,045
Non-U.S. government securities
9,731
Certificates of deposit and time deposits
1,329
Equity securities:
Mutual funds
59,007
312,073
81,898
393,971
Derivative assets
1,145
83,043
395,116
Liabilities
Derivative liabilities
2,994
Reported as follows:
(Level 1)
(Level 2)
(Level 3)
241,021
Long-term marketable securities
71,052
77,322
Other current liabilities
12
December 31, 2025
214,712
78,068
971
79,039
44,143
36,384
1,354
14,331
924
Mutual Funds
57,367
364,478
83,776
448,254
1,175
84,951
449,429
928
292,780
71,698
54,558
The carrying amounts and fair values of Teradyne’s financial instruments at March 29, 2026, and December 31, 2025, were as follows:
Carrying Value
152,027
154,503
The fair values of accounts receivable, net and accounts payable approximate the carrying value due to the short-term nature of these instruments.
The following table summarizes the composition of available-for-sale marketable securities at March 29, 2026:
Available-for-Sale
Cost
UnrealizedGain
Unrealized(Loss)
Fair MarketValue
Fair MarketValue ofInvestmentswith UnrealizedLosses
62,249
110
(5,071
49,277
17,472
(4,856
12,112
12,254
(209
2,929
10,005
(274
8,830
103,309
121
(10,410
93,020
73,148
3,656
(4
1,953
99,653
120
(10,406
89,367
71,195
The following table summarizes the composition of available-for-sale marketable securities at December 31, 2025:
48,723
90
(4,670
13,891
40,090
293
(3,999
22,941
14,508
(177
3,020
105,599
383
(8,846
97,136
39,852
28,213
41
(7
2,293
77,386
342
(8,839
68,889
37,559
As of March 29, 2026, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $39.7 million and $33.5 million, respectively. As of December 31, 2025, the fair market value of investments with unrealized losses for less than one year and greater than one year totaled $1.1 million and $38.8 million, respectively.
14
Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at March 29, 2026, and December 31, 2025, were not other than temporary.
The contractual maturities of investments in available-for-sale securities held at March 29, 2026, were as follows:
Due within one year
Due after 1 year through 5 years
10,079
9,871
Due after 5 years through 10 years
13,104
12,974
Due after 10 years
64,221
54,482
91,060
80,980
Contractual maturities of investments in available-for-sale securities held at March 29, 2026, exclude debt mutual funds with a fair market value of $12.0 million as they do not have a contractual maturity date.
Derivatives
Teradyne conducts business in various foreign countries, with certain transactions denominated in local currencies. As a result, Teradyne is exposed to risks relating to changes in foreign currency exchange rates. Teradyne’s foreign currency risk management objective is to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, and changes in its cash inflows attributable to the forecasted cash flows from certain foreign currency denominated revenues.
To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies.
Teradyne also enters into foreign currency forward and option contracts designated as cash flow hedges to hedge the risk of changes in its cash inflows attributable to changes in foreign currency exchange rates. The cash flow hedges have maturities of less than six months and mature in the period of revenue recognition for certain products and services in backlog and forecasted to be recognized in a future period. Teradyne evaluates cash flow hedges for effectiveness at inception based on the critical terms match method. The hedges are not expected to incur any ineffectiveness however a quarterly qualitative assessment of effectiveness is done to determine if the critical terms match method remains appropriate to use. The change in fair value of the contracts is recorded in accumulated other comprehensive income (loss) and reclassified to earnings at maturity date.
Teradyne does not use derivative financial instruments for speculative purposes.
15
At March 29, 2026, and December 31, 2025, Teradyne had the following contracts to buy and sell non-U.S. currencies for U.S. dollars and other non-U.S. currencies with the following notional amounts:
Net Notional Value
Currency Hedged (Buy/Sell)
U.S. dollar/Taiwan dollar
28.6
27.0
U.S. dollar/Japanese yen
14.2
16.9
U.S. dollar/Euro
13.4
U.S. dollar/Korean won
4.4
7.7
U.S. dollar/British pound sterling
1.5
1.9
Singapore dollar/U.S. dollar
89.8
62.6
Danish krone/U.S. dollar
12.0
Danish krone/Chinese yuan
6.5
Philippine peso/U.S. dollar
1.7
1.8
Chinese yuan/U.S. dollar
0.6
Euro/U.S. dollar
20.4
172.7
139.0
The change in the fair value of the outstanding contracts resulted in a net loss of $1.8 million and a net gain of $0.2 million at March 29, 2026, and December 31, 2025, respectively.
Unrealized gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations.
Unrealized gains and losses on foreign currency cash flow hedge contracts are included in accumulated other comprehensive income (loss). At maturity, the gains or losses associated with cash flow hedge contracts are recorded to revenue.
The following table summarizes the fair value of derivative instruments as of March 29, 2026, and December 31, 2025:
Balance Sheet Location
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts
(2,994
(928
Total derivatives
(1,849
247
The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three months ended March 29, 2026, and March 30, 2025:
Location of (Gains) LossesRecognized in Statementof Operations
Foreign exchange forward contracts (1)
1,086
(166
Derivatives designated as hedging instruments:
Foreign exchange forward and option contracts
Revenue
(747
Total Derivatives
(913
16
See Note I: “Debt” regarding derivatives related to the convertible senior notes.
I. DEBT
Revolving Credit Facility
On May 1, 2020, Teradyne entered into a credit agreement (the “Credit Agreement”) with Truist Bank, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provides for a three-year, senior secured revolving credit facility of $400.0 million (the “Credit Facility”). On December 10, 2021, the Credit Agreement was amended to extend the maturity date of the Credit Facility to December 10, 2026. On October 5, 2022, the Credit Agreement was amended to increase the amount of the Credit Facility to $750.0 million from $400.0 million. On November 7, 2023, the Credit Agreement was amended to allow for the purchase of the shares of Technoprobe. The Credit Agreement provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders the available incremental amount under the Credit Facility, not to exceed the greater of $200.0 million or 15% of consolidated EBIDTA. The interest rate applicable to loans under the Credit Facility are, at Teradyne’s option, equal to either a base rate plus a margin ranging from 0.00% to 0.75% per annum or SOFR plus a margin ranging from 1.10% to 1.85% per annum, based on the consolidated leverage ratio of Teradyne. In addition, Teradyne will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.15% to 0.25% per annum, based on the then applicable consolidated leverage ratio. Teradyne is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Teradyne is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary SOFR breakage costs. The Credit Agreement contains customary events of default, representations, warranties and affirmative and negative covenants that, among other things, limit Teradyne’s ability to sell assets, grant liens on assets, incur other secured indebtedness and make certain investments and restricted payments, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Teradyne to satisfy two financial ratios measured as of the end of each fiscal quarter: a consolidated leverage ratio and an interest coverage ratio. The Credit Facility is guaranteed by certain of Teradyne’s domestic subsidiaries and collateralized by assets of Teradyne and such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries.
As of March 29, 2026, Teradyne did not have an outstanding balance under the Credit Agreement. As of December 31, 2025, Teradyne had an outstanding balance of $200 million under the Credit Agreement. The weighted-average interest rate on the outstanding borrowings as of December 31, 2025 was 4.86%. During the three months ended March 29, 2026, Teradyne paid $2.9 million in interest related to its debt from the Credit Facility. As of March 29, 2026, Teradyne was in compliance with all covenants under the Credit Agreement. Teradyne intends to extend the Credit Facility later in 2026.
J. PREPAYMENTS
Prepayments consist of the following:
Contract manufacturer and supplier prepayments
381,319
364,170
Prepaid maintenance and other services
19,884
16,662
Prepaid taxes
11,774
9,861
Other prepayments
25,600
36,871
Total prepayments
17
K. PRODUCT WARRANTY
Teradyne generally provides a one-year warranty on its products, commencing upon installation, acceptance or shipment. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience. Related costs are charged to the warranty accrual as incurred. The balance below is included in other accrued liabilities.
Balance at beginning of period
19,150
12,962
Accruals for warranties issued during the period
8,750
5,946
Accruals related to pre-existing warranties
(304
(552
Settlements made during the period
(4,216
(5,280
Balance at end of period
23,380
13,076
When Teradyne receives payment for extended warranties, beyond one year, it is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. The balance below is included in short and long-term deferred revenue and customer advances.
41,624
Deferral of new extended warranty revenue
17,778
7,938
Recognition of extended warranty deferred revenue
(6,680
(5,250
44,312
L. STOCK-BASED COMPENSATION
Under Teradyne’s stock compensation plans, Teradyne grants time-based restricted stock units, performance-based restricted stock units and stock options, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”).
Service-based restricted stock unit awards granted to employees vest in equal annual installments over four years. Restricted stock unit awards granted to non-employee directors vest after a one-year period, with 100% of the award vesting on the earlier of (a) the first anniversary of the grant date or (b) the date of the following year’s Annual Meeting of Shareholders. Teradyne expenses the cost of the restricted stock unit awards subject to time-based vesting, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse.
Performance-based restricted stock units (“PRSUs”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). For PRSUs granted beginning in 2026, Teradyne’s three‑year TSR performance will be measured against all other companies within the S&P 500. PRSUs granted prior to 2026, including those that remain outstanding and unvested, will continue to be measured against the New York Stock Exchange (“NYSE”) Composite Index for their full three‑year performance periods. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The TSR PRSUs will vest upon the three-year anniversary of the grant date. The TSR PRSUs are valued using a Monte Carlo simulation model. The number of units expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant to the date described in the retirement provisions below.
PRSUs granted to Teradyne’s executive officers may also have a performance metric based on three-year cumulative non-GAAP profit before interest and tax (“PBIT”) as a percent of Teradyne’s revenue. Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense; and other non-recurring gains
18
and charges such as ERP implementation related costs and equity modification charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The PBIT PRSUs will vest upon the three-year anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized based on the number of units that are earned based upon the three-year Teradyne PBIT as a percent of Teradyne’s revenue, provided the executive officer remains an employee at the end of the three-year period subject to the retirement and termination eligibility provisions noted below.
If a PRSU recipient’s employment ends prior to the determination of the performance percentage due to (1) permanent disability or death or (2) retirement or termination other than for cause, after attaining both at least age 60 and at least 10 years of service, then all or a portion of the recipient’s PRSUs (based on the actual performance percentage achieved on the determination date) will vest on the date the performance percentage is determined. Except as set forth in the preceding sentence, no PRSUs will vest if the executive officer is no longer an employee at the end of the three-year period. Stock options to purchase Teradyne’s common stock at 100% of the fair market value on the grant date vest in equal annual installments over four years from the grant date and have a maximum term of seven years.
On January 22, 2024, the Board enacted the Executive Retirement Policy for Restricted Stock Unit and Option Vesting (the “Retirement Policy”). Under the Retirement Policy, an executive officer that is over the age of 65 and has 10 or more years of service as of the effective date of his or her retirement will be eligible for continued vesting of his or her unvested time-based restricted stock units and stock options granted prior to his or her retirement date.
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted 0.2 million and 0.5 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $267.08 and $114.51, respectively.
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted 0.1 million and 0.1 million of PBIT PRSUs with a weighted average grant date fair value of $267.63 and $114.47, respectively.
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted 0.1 million and 0.1 million of TSR PRSUs, with a weighted average grant date fair value of $440.94 and $120.80, respectively. The grant date fair value was estimated using the Monte Carlo simulation model with the following assumptions:
Risk-free interest rate
3.6
%
4.2
Teradyne volatility-historical
47.5
41.7
S&P 500 Constituents volatility-historical
27.6
NYSE Composite Index volatility-historical
14.9
Dividend yield
0.4
Expected volatility was based on the historical volatility of Teradyne’s stock and the companies within the S&P 500 for shares granted in 2026 and the NYSE Composite Index for shares granted prior to 2026 over the most recent three-year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of the applicable grant. Dividend yield was based upon an estimated annual dividend amount of $0.52 per share divided by Teradyne’s stock price on the grant dates, which have a weighted average grant date stock price of $269.07 for the 2026 grants, and an estimated annual dividend amount of $0.48 per share divided by Teradyne’s stock price on the grant date of $115.79 for the 2025 grant.
During the three months ended March 29, 2026, and March 30, 2025, Teradyne granted 0.1 million and 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $101.61 and $44.65, respectively.
19
The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions:
Expected life (years)
3.5
3.7
4.3
Volatility-historical
46.9
44.0
Teradyne determined the stock options’ expected life based upon historical exercise data for executive officers, the age of the executive officers and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $0.52 per share divided by Teradyne’s stock price on the grant date, which have a weighted average grant date stock price of $269.07 for the 2026 grant and an estimated annual dividend amount of $0.48 per share divided by Teradyne’s stock price on the grant date of $115.79 for the 2025 grant.
M. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in accumulated other comprehensive income (loss), which are presented net of tax, consist of the following:
ForeignCurrencyTranslationAdjustment
Unrealized(Losses) Gains onMarketableSecurities
Unrealized (Losses) Gains on Cash Flow Hedges
RetirementPlans PriorServiceCredit
Three Months Ended March 29, 2026
Balance at December 31, 2025, net of tax of $0, $(1,892), $0, $(1,136), respectively
47,328
(6,571
1,138
Other comprehensive (loss) gain before reclassifications, net of tax of $0, $(244), $0, $0, respectively
(21,473
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $0, $(4), $0, $0, respectively
(43
Net current period other comprehensive loss, net of tax of $0, $(248), $0, $0, respectively
Balance at March 29, 2026, net of tax of $0, $(2,140), $0, $(1,136), respectively
27,395
(8,153
1,137
Three Months Ended March 30, 2025
Balance at December 31, 2024, net of tax of $0, $(2,174), $209, $(1,134), respectively
(75,289
(7,807
731
Other comprehensive (loss) gain before reclassifications, net of tax of $0, $132, $(58), $0, respectively
39,737
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $0, $21, $(166), $0, respectively
(509
Net current period other comprehensive loss, net of tax of $0, $153, $(224), $0, respectively
Balance at March 30, 2025, net of tax of $0, $(2,021), $(15), $(1,134), respectively
(35,970
(7,112
(53
1,143
20
Reclassifications out of accumulated other comprehensive income (loss) to the statement of operations for the three months ended March 29, 2026, and March 30, 2025, were as follows:
Details about Accumulated Other Comprehensive Income (Loss) Components
Affected Line Itemin the Statementsof Operations
Unrealized (losses) gains, net of tax of $4, $(21), respectively
(75
Unrealized (losses) gains, net of tax of $0, $166, respectively
582
Defined benefit pension and postretirement plans:
Amortization of prior service credit, net of tax of $0, $0, respectively
(a)
Total reclassifications, net of tax of $4, $145, respectively
43
509
N. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill is considered impaired when the carrying value of a reporting unit exceeds its estimated fair value. Teradyne performs its annual goodwill impairment test as required under the provisions of Accounting Standards Codification (“ASC”) 350-10, “Intangibles—Goodwill and Other” on December 31 of each fiscal year unless there are negative qualitative factors relating to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant events and changes during an interim period. The presence of such factors could, under certain circumstances, be a triggering event that causes us to perform a goodwill impairment test. The Company did not identify a triggering event and no impairment test of goodwill was required.
The changes in the carrying amount of goodwill by reportable segments for the three months ended March 29, 2026, were as follows:
ProductTest
Balance at December 31, 2025
416,401
263,598
603,586
1,283,585
Accumulated impairment losses
(260,540
(502,026
(762,566
Total Goodwill
3,058
101,560
Foreign currency translation adjustment
(6,834
(10
(6,844
Balance at March 29, 2026
409,567
263,588
1,276,741
3,048
21
Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. For the three months ended March 29, 2026, the Company did not record any intangible asset impairment.
Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheet:
GrossCarryingAmount (1)
AccumulatedAmortization (1)
Foreign Currency Translation Adjustment
NetCarryingAmount
225,435
(188,330
37,165
49,120
(44,942
204
4,382
Tradenames and trademarks
40,487
(31,955
(1,100
7,432
Total intangible assets
315,042
(265,227
(836
250,025
(211,662
38,423
56,480
(51,953
4,731
(31,339
(1,031
8,117
346,992
(294,954
(767
Aggregate intangible asset amortization expense was $2.2 million and $4.6 million, respectively, for the three months ended March 29, 2026, and March 30, 2025.
Estimated intangible asset amortization expense for each of the five succeeding fiscal years and thereafter is as follows:
Year
AmortizationExpense
2026
6,005
2027
6,955
2028
6,874
2029
5,536
2030
4,436
Thereafter
19,173
22
O. NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted net income per common share:
(in thousands, except per share amounts)
Net income for basic and diluted net income per share
Weighted average common shares-basic
Effect of dilutive potential common shares:
Restricted stock units
1,148
444
Stock options
74
Employee stock purchase plan
46
Dilutive potential common shares
1,226
495
Weighted average common shares-diluted
Net income per common share-basic
Net income per common share-diluted
The computation of diluted net income per common share for the three months ended March 29, 2026, and March 30, 2025, excludes the effect of the potential vesting of less than 0.1 million, and 0.5 million, respectively, of restricted stock units because the effect would have been anti-dilutive.
P. RESTRUCTURING AND OTHER
During the three months ended March 29, 2026, Teradyne 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, Teradyne made $4.3 million of severance payments related to the 2025 Robotics restructurings.
During the three months ended March 30, 2025, Teradyne consolidated its Robotics go-to-market and other central functions to better serve its customers. As a result, Teradyne recorded $11.4 million of employee severance charges, $9.2 million of which is related to the Robotics restructuring which impacted approximately 150 employees. During the three months ended March 30, 2025, Teradyne made $4.2 million of Robotics severance payments. Additionally, Teradyne recorded $2.0 million of acquisition and divestiture related costs and $1.1 million related to asset impairment.
Q. RETIREMENT PLANS
ASC 715, “Compensation—Retirement Benefits,” requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by ASC 715. The pension asset or liability represents a difference between the fair value of the pension plan’s assets and the projected benefit obligation at December 31. Teradyne uses a December 31 measurement date for all its plans.
Defined Benefit Pension Plans
Teradyne has defined benefit pension plans covering a portion of domestic employees and employees of certain non-U.S. subsidiaries. Benefits under these plans are based on employees’ years of service and compensation. Teradyne’s funding policy is to make contributions to these plans in accordance with local laws and to the extent that such contributions are tax deductible. The assets of the U.S. qualified pension plan consist primarily of fixed income and equity securities. In addition, Teradyne has an unfunded supplemental executive defined benefit plan in the United States to provide retirement benefits in excess of levels allowed by the Employment Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (the “IRC”), as well as unfunded qualified foreign plans.
In the three months ended March 29, 2026, and March 30, 2025, Teradyne contributed $0.9 million and $0.8 million, respectively, to the U.S. supplemental executive defined benefit pension plan, and $0.3 million and $0.3 million, respectively, to certain qualified pension plans for non-U.S. subsidiaries.
23
For the three months ended March 29, 2026, and March 30, 2025, Teradyne’s net periodic pension cost was comprised of the following:
March 30, 2025
UnitedStates
Foreign
Service cost
143
299
214
124
Interest cost
1,359
349
1,709
262
Expected return on plan assets
(975
(54
(1,317
(22
Total net periodic pension cost
527
594
606
364
Postretirement Benefit Plan
In addition to receiving pension benefits, Teradyne employees in the United States who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne’s Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees’ survivors and are available to all retirees. Substantially all of Teradyne’s current U.S. employees could become eligible for these benefits and the existing benefit obligation relates primarily to those employees. During the three months ended March 30, 2025, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program.
For the three months ended March 29, 2026, and March 30, 2025, Teradyne’s net periodic postretirement benefit cost was comprised of the following:
68
73
Amortization of prior service credit
Special termination benefits
684
Total net periodic postretirement benefit cost
765
R. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
As of March 29, 2026, Teradyne had entered into purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $1,486.0 million, of which $1,452.6 million is for less than one year.
Legal Claims
Teradyne is 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.
Guarantees and Indemnification Obligations
Teradyne provides indemnification, to the extent permitted by law, to its officers, directors, employees and agents for liabilities arising from certain events or occurrences, while the officer, director, employee, or agent, is or was serving, at Teradyne’s request in such capacity. Teradyne may enter into indemnification agreements with certain of its officers and directors. With respect to acquisitions, Teradyne provides indemnifications to or assumes indemnification obligations for the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies’ by-laws and charter. As a matter of
24
practice, Teradyne has maintained directors’ and officers’ liability insurance coverage including coverage for directors and officers of acquired companies.
Teradyne enters into agreements in the ordinary course of business with customers, resellers, distributors, integrators and suppliers. Most of these agreements require Teradyne to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to Teradyne’s products. From time to time, Teradyne also indemnifies customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, breach of confidentiality obligations and environmental claims relating to the use of Teradyne’s products and services or resulting from the acts or omissions of Teradyne, its employees, authorized agents or subcontractors. On occasion, Teradyne has also provided guarantees to customers regarding the delivery and performance of its products in addition to the warranty described below.
As a matter of ordinary course of business, Teradyne warrants that its products will substantially perform in accordance with its standard published specifications in effect at the time of delivery. Most warranties have a one-year duration commencing from installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based upon historical experience. When Teradyne receives revenue for extended warranties beyond the standard duration, the revenue is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of March 29, 2026, and December 31, 2025, Teradyne had a product warranty accrual of $23.4 million and $19.2 million, respectively, included in other accrued liabilities and revenue deferrals related to extended warranties of $67.0 million and $55.9 million, respectively, included in short and long-term deferred revenue and customer advances.
In addition, in the ordinary course of business, Teradyne provides minimum purchase guarantees to certain vendors to ensure continuity of supply against the market demand. Although some of these guarantees provide penalties for cancellations and/or modifications to the purchase commitments as the market demand decreases, most of the guarantees do not. Therefore, as the market demand decreases, Teradyne re-evaluates these guarantees and determines what charges, if any, should be recorded.
With respect to its agreements covering product, business or entity divestitures and acquisitions, Teradyne provides certain representations, warranties and covenants to purchasers and agrees to indemnify and hold such purchasers harmless against breaches of such representations, warranties and covenants. Many of the indemnification claims have a definite expiration date while some remain in force indefinitely. With respect to its acquisitions, Teradyne may, from time to time, assume the liability for certain events or occurrences that took place prior to the date of acquisition.
As a matter of ordinary course of business, Teradyne occasionally guarantees certain indebtedness obligations of its subsidiary companies, limited to the borrowings from financial institutions, purchase commitments to certain vendors and lease commitments to landlords.
Based on historical experience and information known as of March 29, 2026, and December 31, 2025, except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.
S. 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.
On a quarterly basis, Teradyne evaluates the realizability of the deferred tax assets by jurisdiction and assesses the need for a valuation allowance. As of March 29, 2026, Teradyne believes that it will ultimately realize the deferred tax assets recorded on the condensed consolidated balance sheet. However, should Teradyne believe that it is more-likely-than-not that the deferred tax assets would not be realized, the tax provision would increase in the period in which Teradyne determined that the realizability was not likely. Teradyne considers the probability of future taxable income and historical profitability, among other factors, in assessing the realizability of the deferred tax assets.
As of both March 29, 2026, and December 31, 2025, Teradyne had $6.9 million of gross reserves for uncertain tax positions.
Teradyne recognizes interest and penalties related to income tax matters in income tax expense. As of March 29, 2026, and December 31, 2025, $0.3 million and $0.3 million, respectively, of interest and penalties were accrued for uncertain tax positions.
25
Expense of less than $0.1 million was recorded for each of the three months ended March 29, 2026, and March 30, 2025 for interest and penalties related to income tax items.
Teradyne qualifies for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings attributable to the Singapore tax holiday for three months ended March 29, 2026 and March 30, 2025 were $8.3 million or $0.05 per diluted share, and $2.0 million or $0.01 per diluted share, respectively. In December 2025, Teradyne entered into an agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2025. The new tax holiday is scheduled to expire on December 31, 2035.
On January 5, 2026, the Organisation for Economic Co-operation and Development (OECD/G20) Inclusive Framework released a ‘side-by-side’ arrangement that provides a safe harbor for U.S.-headquartered multinationals. The arrangement effectively recognizes the U.S. tax system as complying with the Pillar Two GloBE rules for fiscal years beginning on or after January 1, 2026. Under this arrangement, the Company expects its U.S.-parented group and foreign subsidiaries to be exempt from the Income Inclusion Rule (IIR) and the Undertaxed Profits Rule (UTPR) in foreign jurisdictions that adopt this safe harbor. As a result, we do not expect to have a material impact from top-up taxes under the IIR and UTPR. Teradyne continues to monitor the implementation of Qualified Domestic Minimum Top-up Taxes (QDMTTs) in foreign jurisdictions, which remain unaffected by the side-by-side arrangement.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA, P.L. 119-21) was enacted, introducing significant changes to U.S. federal income tax law. Key provisions include a permanent extension of 100% bonus depreciation, immediate expensing of research and experimental expenditures, and modifications to the business interest expense deduction. The OBBBA also reduces deduction rates related to foreign income and export sales income. The OBBBA is not expected to have a material impact on Teradyne’s consolidated financial statements for the year ended December 31, 2026.
T. SEGMENT INFORMATION
Teradyne has three reportable segments (Semiconductor Test, Robotics, and Product Test). As of March 29, 2026, each of Teradyne’s reportable segments represents an individual operating segment.
The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services inclusive of storage and system level test products. The Robotics segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms and autonomous mobile robots. The Product Test segment includes operations related to the design, manufacturing and marketing of products and services for defense/aerospace test, circuit-board test, wireless test systems, and silicon photonics testing. Each reportable segment has a segment manager who is accountable to and maintains regular contact with Teradyne’s CODM to discuss operating activities, financial results, forecasts, and plans for the segment.
The CODM uses business segment income (loss) before income taxes predominantly in the annual budgeting and forecasting process. The CODM also uses this measure when making decisions about the allocation of operating and capital resources to each segment. The accounting policies of the business segments are the same as those described in Teradyne’s Annual Report on Form 10-K in Note B: “Accounting Policies.”
26
Segment information for the three months ended March 29, 2026, and March 30, 2025, is as follows:
SemiconductorTest
Total Reportable Segments
Corporateand Eliminations
Consolidated
Three months ended March 29, 2026
Revenues
1,110,801
Less:
Cost of revenues
413,855
45,185
34,564
493,604
93,296
12,262
14,339
119,897
Selling and marketing
63,831
21,188
13,113
98,132
General and administrative
26,839
8,758
6,486
42,083
Other segment items (1)(2)
44,928
4,829
7,226
56,983
6,119
63,102
Income (loss) before taxes (2)
468,052
(964
4,707
471,795
(6,119
Total assets (3)
2,087,713
692,054
356,238
3,136,005
1,297,822
Property additions
58,493
2,831
3,409
64,733
Depreciation and amortization expense
24,689
4,327
3,565
32,581
32,655
Three months ended March 30, 2025
542,504
202,747
32,292
30,035
265,074
80,211
15,855
11,539
107,605
51,697
24,514
11,737
87,948
26,552
9,865
4,969
41,386
25,495
23,638
7,273
56,406
8,237
64,643
155,802
(37,177
8,636
127,261
(8,237
1,396,660
742,621
205,840
2,345,121
1,360,716
3,705,837
59,732
2,676
2,778
65,186
22,865
5,941
1,506
30,312
30,302
U. SHAREHOLDERS’ EQUITY
Stock Repurchase Program
In January 2023, Teradyne’s Board of Directors cancelled its January 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. As of January 1, 2023, share repurchases in excess of issuances are subject to a 1% excise tax, which is included as part of the cost basis of the shares acquired.
During the three months ended March 29, 2026, Teradyne repurchased less than 0.1 million shares of common stock for a total cost of $5.5 million at an average price of $229.00 per share. The cumulative repurchases under the January 2023 repurchase program as of March 29, 2026, were 12.0 million shares of common stock for $1,314.2 million at an average price per share of $109.62.
During the three months ended March 30, 2025, Teradyne repurchased 1.5 million shares of common stock for a total cost of $158.7 million at an average price of $107.21 per share.
The total cost of shares acquired includes commissions and related excise tax and is recorded as a reduction to retained earnings.
Dividends
Holders of Teradyne’s common stock are entitled to receive dividends when they are declared by Teradyne’s Board of Directors.
27
In January 2026, and January 2025, Teradyne’s 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.
V. SUBSEQUENT EVENTS
On April 8, 2026, Teradyne 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, Teradyne 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 the Product Test Segment.
On April 16, 2026, Teradyne 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 the Semiconductor Test Segment.
Due to the limited time since the date of these transactions, certain business combination disclosures are not available or included in this filing.
28
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
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:
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.
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.
30
SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
Percentage of revenues:
89
82
100
35
33
61
37
31
Results of Operations
First Quarter 2026 Compared to First Quarter 2025
Revenues by our reportable segments were as follows:
DollarChange
1,110.8
542.5
568.3
91.3
69.0
22.3
80.4
74.2
6.2
1,282.5
685.7
596.8
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):
Taiwan
Korea
China
United States
Europe
Malaysia
Singapore
Philippines
Thailand
Japan
Rest of World
Gross Profit
Our gross profit was as follows:
Dollar/PointChange
780.9
415.3
365.6
Percent of total revenues
60.9
60.6
0.3
Gross profit as a percent of revenue increased by 0.3 points, primarily due to volume increase in Semiconductor Test.
32
Selling and Administrative
Selling and administrative expenses were as follows:
166.7
157.3
9.4
13.0
22.9
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:
135.6
118.2
17.4
10.6
17.2
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 ourcustomers. As a result, we recorded $11.4 million of employee severance charges, $9.2 million of which is related to the Roboticsrestructuring 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
(2.4
(5.1
2.7
3.2
0.8
2.4
6.6
6.1
0.5
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
468.1
155.8
312.3
4.7
8.6
(3.9
(1.0
(37.2
36.2
Corporate and Eliminations (1)
(6.1
(8.2
2.1
465.7
119.0
346.7
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
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
Change
Cash, cash equivalents and marketable securities:
241.9
293.8
(51.9
Short-term marketable securities
28.2
(24.5
148.4
126.3
22.1
Total cash, cash equivalents and marketable securities:
394.0
448.3
(54.3
200.0
(200.0
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
34
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
Net cash (used for) provided by:
Operating activities
265.1
161.6
103.5
Investing activities
(67.3
(61.8
(5.5
Financing activities
(250.2
(176.8
(73.4
(0.8
1.4
Net increase (decrease) in cash and cash equivalents
(51.8
(77.7
25.9
Net change in operating assets and liabilities, net of businesses acquired
(195.5
(203.2
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.
Item 3: Quantitative and Qualitative Disclosures about Market Risks
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.
Item 4: Controls and Procedures
As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or Rule 15d-15(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.
Item 1: Legal Proceedings
We are subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.
Item 1A: Risk Factors
In addition to other information set forth in this Form 10-Q, 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):
Period
TotalNumber ofShares(or Units)Purchased
AveragePrice Paid perShare (or Unit)
Total Number ofShares (or Units)Purchased as Part ofPublicly AnnouncedPlans or Programs
Maximum Number(or Approximate DollarValue) of Shares (orUnits) that may Yet BePurchased Under thePlans or Programs (2)
January 1, 2026 - January 25, 2026
220.76
687,764
January 26, 2026 - February 22, 2026
181
244.59
685,844
February 23, 2026 - March 29, 2026
319.17
199
(1)
243.10
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
Item 5: Other Information
10b5-1 Trading Plans
Our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Section 16 Officers”) and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” During our fiscal quarter ended 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.
Item 6: Exhibits
Exhibit
Number
Description
31.1
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) of Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) of Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101)
*
Management Contract or Compensatory Plan
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.
Registrant
/s/ MICHELLE TURNER
Michelle Turner
Vice President,
Chief Financial Officer and Treasurer
(Duly Authorized Officer
and Principal Financial Officer)
May 1, 2026