TER 8-K Current Reports

TERADYNE, INC 8-K Report, Financial Results (Jul 29, 2026)

Teradyne (NASDAQ: TER) reported second quarter 2026 results that beat the high end of its guidance, marking a second consecutive record quarter for revenue. Net revenues were $1,329.0 million, up 104% from $651.8 million a year earlier and up 3.6% sequentially from $1,282.5 million in Q1 2026. GAAP net income attributable to Teradyne was $374.5 million, or $2.38 per diluted share, versus $0.49 in Q2 2025. Non-GAAP EPS was $2.47, compared with $0.57 a year ago and $2.56 in Q1 2026. Management attributed the strength to AI-related demand, record Memory revenue driven by DRAM and a resurgence in NAND final test, and growth across all three business groups (Semiconductor Test, Product Test, and Robotics). GAAP gross margin was 59.8%, compared with 60.9% in Q1 2026 and 57.2% a year earlier. GAAP operating margin fell to 32.9% from 36.9% in Q1, mainly because selling and administrative and engineering and development expenses rose sharply. Selling and administrative expense increased to $192.5 million from $166.7 million, and engineering and development rose to $156.3 million from $135.6 million. Cash flow was strong, with operating cash flow of $469.1 million in the quarter and $734.3 million year to date. Accounts receivable rose to $1.11 billion from $787 million at year-end 2025, a build that warrants watching alongside collections. Cash and equivalents ended at $349.5 million, and short-term debt was fully repaid. Total debt was zero at quarter end, with a $200 million short-term obligation at year-end 2025 retired. Management guided Q3 2026 revenue to $1.20 billion to $1.30 billion, GAAP EPS of $1.79 to $2.09, and non-GAAP EPS of $1.85 to $2.15. Management also pointed to a rapid increase in wafer fab equipment investment as a driver of growth in 2027 and beyond.

Jul 29, 2026 8-K

Shareholder Matters

TERADYNE, INC 8-K Report, Shareholder Vote Results (May 11, 2026)

Teradyne, Inc. (TER) filed an 8-K on May 11, 2026, detailing the outcomes of its 2026 annual meeting of shareholders held on May 8, 2026. The primary focus of the filing is the voting results on key corporate matters. All nominated directors were overwhelmingly re-elected, indicating strong shareholder confidence in the current board's leadership and strategy. Additionally, shareholders provided advisory approval for the company's 2025 executive compensation plan and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. These voting outcomes suggest stability and shareholder alignment on corporate governance and oversight. The overwhelming support for director re-elections and auditor ratification signals a positive sentiment from the investor base regarding the company's current direction and financial reporting integrity. The advisory approval of executive compensation, while non-binding, also reflects a generally favorable view of how the company is rewarding its leadership.

May 11, 2026 8-K

TERADYNE, INC 8-K Report, Financial Results (Apr 29, 2026)

Teradyne (NASDAQ: TER) reported record first-quarter 2026 results for the period ended March 29, 2026, with revenue of $1,282.5 million, up 87% from $685.7 million a year earlier and up 18% sequentially from $1,083.3 million in Q4 2025. GAAP net income was $398.9 million, or $2.53 per diluted share, compared with $0.61 in Q1 2025, and non-GAAP EPS was $2.56. Management attributed the results to AI-related demand, which it says represents approximately 70% of revenue, with Semiconductor Test contributing $1,111 million, Robotics $91 million, and Product Test $80 million. GAAP operating margin expanded to 36.9% from 27.1% in Q4 and 17.6% a year ago, and non-GAAP operating margin was 37.5%. For Q2 2026, Teradyne guided revenue to $1,150 million to $1,250 million, GAAP EPS to $1.83 to $2.12, and non-GAAP EPS to $1.86 to $2.15. The guidance midpoint implies a sequential revenue decline from Q1's record level, so investors will want to understand whether the Q1 strength was lumpy or reflects a durable step-up in AI-driven demand. Balance sheet items warrant attention as well: accounts receivable rose to $1,107.5 million from $786.9 million, operating cash flow was $265.1 million, and the company repaid a net $200 million on its revolving credit facility, reducing short-term debt to zero. Free cash flow after $64.7 million in capital expenditures was roughly $200 million. The filing is an 8-K under Item 2.02 that furnishes the earnings press release as Exhibit 99.1. The release does not contain new forward-looking commitments beyond the Q2 guidance, and it references the Form 10-K for the fiscal year ended December 31, 2025 for a full discussion of risk factors, including export controls, tariffs, and customer concentration.

Apr 29, 2026 8-K

TERADYNE, INC 8-K Report, Financial Results (Feb 3, 2026)

Teradyne (NASDAQ: TER) reported fourth-quarter 2025 revenue of $1.083 billion, up 44% year over year and 41% sequentially, with results above the high end of its guidance range. Growth was driven by strong AI-related demand in compute and memory within the Semiconductor Test business, and all three business groups (Semi Test, Product Test, and Robotics) grew sequentially. GAAP diluted EPS was $1.63 and non-GAAP diluted EPS was $1.80, compared with $0.90 and $0.95 a year earlier. For full year 2025, revenue reached $3.19 billion, up 13%, with GAAP net income of $554.0 million ($3.47 diluted EPS) and non-GAAP EPS of $3.96. Management guided first-quarter 2026 revenue to $1.150–$1.250 billion, with non-GAAP diluted EPS of $1.89–$2.25, and said it expects year-over-year growth across all businesses in 2026, led by AI-driven compute demand. Cash generation and capital returns were substantial: operating cash flow was $674 million for 2025, and the company repurchased $702 million of stock, though cash and marketable securities declined and short-term debt of $200 million appeared on the balance sheet. Investors should weigh the strong top-line momentum against elevated receivables (up roughly 64% year over year to $774 million), the Robotics restructuring (about 400 employees affected in 2025), and the dependence on AI-related semiconductor demand.

Feb 3, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

TERADYNE, INC 8-K Report, Financial Results (Oct 29, 2025)

Teradyne (NASDAQ: TER) reported third-quarter 2025 results on October 28, 2025 with revenue of $769.2 million, up about 4% from $737.3 million in Q3 2024 and up roughly 18% sequentially from $651.8 million in Q2 2025. The quarter landed at the high end of management's guidance, driven by Semiconductor Test ($606 million), which management said was stronger than expected on demand for System-on-a-Chip (SoC) test for AI applications and strong memory test. GAAP net income was $119.6 million, or $0.75 per diluted share, compared with $0.89 a year earlier, while non-GAAP EPS was $0.85 versus $0.90 in Q3 2024. Operating margin improved sequentially, with GAAP income from operations of $145.3 million (18.9% of revenue) versus $90.7 million in Q2, though year-over-year GAAP operating income declined from $152.1 million. The balance sheet and capital allocation picture shifted during the quarter. Teradyne drew $200 million on its revolving credit facility, now shown as short-term debt, and spent $243.8 million repurchasing common stock in Q3 (about $518.7 million year to date). Cash and equivalents fell to $272.7 million from $553.4 million at year-end 2024, and operating cash flow for the quarter was only $49.1 million, pressured by a $161.3 million increase in accounts receivable. Goodwill and acquired intangibles rose meaningfully after acquisitions, which consumed $144.4 million in cash during the nine months. Management guided Q4 2025 revenue to $920 million to $1,000 million, implying roughly 25% sequential growth at the midpoint, with GAAP EPS of $1.12 to $1.39 and non-GAAP EPS of $1.20 to $1.46. The guidance signals a sharp acceleration tied to AI-related compute and memory test demand, which investors will need to validate against customer timing, margins, and working capital given the recent receivables build.

Oct 29, 2025 8-K

TERADYNE, INC 8-K Report, Executive Changes (Oct 28, 2025)

Teradyne (NASDAQ: TER) announced a Chief Financial Officer transition, with Michelle Turner succeeding Sanjay Mehta as Vice President, Chief Financial Officer, and Treasurer effective November 3, 2025. Turner will also serve as principal financial officer and principal accounting officer. Mehta, who has been CFO since 2019, will remain with the company as an executive advisor to support capacity expansion in Semiconductor Test, and plans to retire in 2026. His compensation is unchanged during the advisory period. Turner brings substantial finance leadership experience, most recently as Senior Vice President and CFO of L3Harris Technologies (January 2022 to December 2023), and previously as CFO and Vice President at Johnson & Johnson's enterprise supply chain unit and as a CFO at Raytheon's Space and Airborne Systems business. Her compensation package includes a $640,000 base salary, a 100% of base salary target annual cash incentive, a $6.8 million target equity award granted November 3, 2025 (mix of time-based RSUs, performance-based RSUs, and non-qualified stock options), and sign-on payments totaling $350,000 ($200,000 cash bonus plus a $150,000 relocation payment). She will also enter the company's standard Executive Officer Change of Control Agreement, which includes two years of severance, full equity acceleration (performance awards at target), and no tax gross-up. For investors, this is a planned, orderly succession rather than a departure signaling financial stress. The filing does not disclose any changes to financial guidance or results. The main points to monitor are continuity in the finance organization during the transition and the company's capacity expansion plans for 2026 in its semiconductor test business, which management ties to accelerating AI and semiconductor demand.

Oct 28, 2025 8-K

Leadership Changes

TERADYNE, INC 8-K Report, Executive Changes (Sep 2, 2025)

Teradyne, Inc. (TER) announced a significant leadership change within its robotics division through an 8-K filing dated September 2, 2025. Ujjwal Kumar has departed from his role as President of Teradyne Robotics, effective August 29, 2025. Mr. Kumar will remain with the company until September 30, 2025, to ensure a smooth transition of his duties. This departure comes with a separation agreement that includes severance and other benefits, underscoring the company's standard practices for executive transitions.

Sep 2, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

TERADYNE, INC 8-K Report, Financial Results (Jul 30, 2025)

Teradyne reported second quarter 2025 revenue of $652 million, down from $730 million a year earlier and roughly flat with the $686 million reported in Q1 2025. Semiconductor Test generated $492 million, Robotics $75 million, and Product Test $85 million. GAAP net income was $78.4 million, or $0.49 per diluted share, versus $1.14 a year ago. The prior-year figure included a $57.5 million gain on the sale of the Device Interface Solutions business to Technoprobe. Non-GAAP EPS was $0.57, compared with $0.86 in Q2 2024 and $0.75 in Q1 2025. Management said the Q2 results beat the midpoint of guidance, with Semiconductor Test, particularly System-on-a-Chip tied to AI, the main driver. For the third quarter of 2025, Teradyne guided to revenue of $710 million to $770 million, GAAP EPS of $0.62 to $0.80, and non-GAAP EPS of $0.69 to $0.87. Management expects stronger second-half results driven by compute, networking, and memory demand, though it noted that the timing of program ramps and capacity additions remains uncertain. Gross margin fell to 57.2% on a GAAP basis from 60.6% in Q1, and restructuring charges dropped to $2.4 million from $14.5 million after a Robotics workforce reduction of about 150 employees in Q1. Capital allocation was active. Teradyne repurchased $117 million of stock in Q2 and $275 million year to date, and paid a $0.12 quarterly dividend. Cash and cash equivalents fell to $339 million from $553 million at December 31, 2024, and goodwill rose to $520 million from $395 million, reflecting acquisitions totaling about $127 million in the quarter. The equity method investment in Technoprobe increased to $545 million. Operating cash flow was $182 million in Q2 and $344 million for the first half.

Jul 30, 2025 8-K

TERADYNE, INC 8-K Report, Executive Changes (Jun 26, 2025)

Teradyne, Inc. (NASDAQ: TER) filed an 8-K on June 26, 2025 disclosing the Board's appointment of two new independent directors, Necip Sayiner and Drew Henry, effective July 1, 2025. Mr. Sayiner will join the Audit Committee, and Mr. Henry will join the Compensation Committee and the Nominating and Corporate Governance Committee. The Board describes the appointments as part of a multi-year board refreshment process, led by the Nominating and Corporate Governance Committee with an independent search firm. Following Ford Tamer's departure at the 2025 Annual Meeting, the Board will grow from seven to nine directors, with eight of nine independent. The filing is a governance update rather than a financial disclosure, and it contains no earnings, guidance, or capital allocation information. The Board links the new directors to Teradyne's strategic priorities: Mr. Henry's semiconductor and compute-industry experience is tied to growth in the Semiconductor Test and Product Test businesses, and Dr. Sayiner's networking, analog mixed-signal, and end-market diversification background is tied to growth across the company's businesses. Both directors will receive standard non-employee director compensation, and the filing reports no related-party transactions or arrangements requiring disclosure. For investors, the main takeaways are a larger and more independent board and added semiconductor leadership experience, which may signal intent to pursue growth in new areas. The 8-K itself does not quantify any financial impact or detail the specific opportunities the Board has in mind.

Jun 26, 2025 8-K

Shareholder MattersCorporate ChangesOther Events+1

TERADYNE, INC 8-K Report, Rights Modification (Jun 20, 2025)

Teradyne, Inc. (TER) has filed an 8-K to announce amendments to its By-Laws, effective June 20, 2025. These amendments primarily concern the procedures and timelines for shareholder nominations of directors and the submission of shareholder proposals for future annual meetings, including the 2026 annual meeting. The key changes involve adjusting the notice windows for director nominations and shareholder proposals to be between 90 and 120 days prior to the anniversary of the preceding year's annual meeting. This represents a shift from the previous 60 to 90-day window. The By-Laws also clarify procedural requirements for nominations and proposals, including proxy access, and provide further clarity on voting standards in contested director elections and the chairperson's authority during meetings.

Jun 20, 2025 8-K/A

Leadership ChangesShareholder Matters

TERADYNE, INC 8-K/A Report, Executive Changes (May 12, 2025)

Teradyne, Inc. (TER) filed an 8-K detailing the outcomes of its 2025 Annual Meeting of Shareholders. The primary focus for investors is the shareholder approval of the amended and restated Equity and Cash Compensation Incentive Plan (Amended Plan). This plan, which replaces the 2006 Plan, was updated to remove its expiration term and incorporate enhanced compensation governance practices. The approval of the Amended Plan is a critical step in Teradyne's ability to continue offering competitive compensation packages to its executives and employees, which can impact talent retention and motivation. Additionally, the filing confirms the election of all seven director nominees to the board, indicating continued confidence in the current leadership. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025 and approved the executive compensation for 2024 on an advisory basis. The report also notes the approval of a shareholder proposal requesting a report on political contributions and expenditures.

May 12, 2025 8-K

Leadership ChangesShareholder Matters

TERADYNE, INC 8-K Report, Executive Changes (May 12, 2025)

Teradyne, Inc. (TER) filed an 8-K detailing outcomes from its 2025 annual shareholder meeting. The most significant event for investors is the shareholder approval of the amended Equity and Cash Compensation Incentive Plan. This updated plan replaces the 2006 plan, incorporating enhanced governance practices and removing a fixed term, which generally aligns with strengthening long-term incentive alignment between management and shareholders. Additionally, the filing reports on the election of directors, with all nominees receiving strong support, indicating shareholder confidence in the current board's leadership. Shareholders also ratified executive compensation on an advisory basis and approved the appointment of PricewaterhouseCoopers LLP as the independent auditor. A shareholder proposal requesting a report on political contributions and expenditures was not approved.

May 12, 2025 8-K

TERADYNE, INC 8-K Report, Financial Results (Apr 29, 2025)

Teradyne (NASDAQ: TER) reported first quarter 2025 results (quarter ended March 30, 2025) with revenue of $686 million, up 14% year over year from $600 million, and ahead of the high end of its guidance range. The growth was driven primarily by Semiconductor Test ($543 million), with System-on-a-Chip (SOC) testing for mobile applications the strongest contributor. Robotics contributed $69 million and Product Test $74 million. GAAP net income was $98.9 million, or $0.61 per diluted share, while non-GAAP EPS was $0.75, excluding acquired intangible amortization, restructuring charges, and the related tax effects. Sequentially, revenue declined from $753 million in Q4 2024 and GAAP EPS fell from $0.90, though first-quarter results beat the top end of guidance on the non-GAAP side. Management's outlook was cautious. CEO Greg Smith said visibility into the second half of 2025 is limited and that the impact of trade policy on end-market demand remains in flux. For Q2 2025, Teradyne guided to revenue of $610 million to $680 million, GAAP EPS of $0.35 to $0.58, and non-GAAP EPS of $0.41 to $0.64. The midpoint of the revenue range implies a sequential decline and a meaningful step down from Q1 levels. Management reiterated its long-term positioning around AI, electrification, and verticalization. Capital allocation was a key announcement. The board approved a share repurchase program of up to $1 billion, expanded from a prior 2025 target of $400 million, to be completed by the end of 2026. In the quarter, Teradyne repurchased $157.5 million of stock, which together with a $14.5 million restructuring charge (mainly about 150 Robotics employee severances) and a $64 million capex outlay reduced operating cash balances. Cash and marketable securities declined to roughly $508 million from $600 million at year-end, though operating cash flow was strong at $161.6 million.

Apr 29, 2025 8-K

Other EventsExhibits & Filings

TERADYNE, INC 8-K Report, Executive Changes (Mar 6, 2025)

Teradyne, Inc. (TER) has filed an 8-K report on March 6, 2025, disclosing the retirement of Richard J. Burns, President of Semiconductor Test, effective June 1, 2025. This leadership change is a significant event for investors to monitor, as the Semiconductor Test segment is a core business for Teradyne, contributing substantially to its revenue and profitability. Investors will be keen to understand the succession plan for this critical role and how the transition will impact the company's strategic direction and operational execution in the semiconductor testing market.

Mar 6, 2025 8-K

TERADYNE, INC 8-K Report, Corporate Update (Feb 25, 2025)

Teradyne, Inc. (TER) has filed a Form 8-K to announce that it will be hosting a Financial Analyst Day on March 11, 2025. This event is a key opportunity for investors and analysts to gain deeper insights into the company's strategic direction, financial performance, and future outlook. While this filing itself does not contain financial results or specific forward-looking statements, the Analyst Day is expected to provide significant details that could influence investment decisions. Investors should pay close attention to the information presented during this event.

Feb 25, 2025 8-K

TERADYNE, INC 8-K Report, Financial Results (Jan 30, 2025)

Teradyne (NASDAQ: TER) reported fourth-quarter 2024 revenue of $753 million, up 12% from $671 million a year earlier and roughly flat-to-up sequentially from $737 million in Q3'24. GAAP diluted EPS was $0.90 (vs. $0.72 in Q4'23) and non-GAAP diluted EPS was $0.95 (vs. $0.79). Management described results as toward the high end of guidance, driven by Semiconductor Test demand tied to AI compute and memory, with Mobile and Auto/Industrial also exceeding expectations. For full-year 2024, revenue was $2.82 billion (up about 5% from $2.68 billion), GAAP diluted EPS was $3.32 and non-GAAP diluted EPS was $3.22. Full-year GAAP net income was boosted by a $57.1 million gain on the May 2024 sale of the Device Interface Solutions business to Technoprobe, and the company also recorded a $9.8 million FX option loss and $10.4 million of equity-method amortization tied to its Technoprobe stake. Looking ahead, Teradyne guided Q1 2025 revenue to $660–$700 million, with GAAP diluted EPS of $0.48–$0.59 and non-GAAP EPS of $0.58–$0.68. Management expects year-over-year revenue growth in 2025 as test-market conditions improve, and said it will strategically realign the Robotics business to improve customer experience and operating efficiency. The guidance range sits below Q4 levels at the midpoint, a point investors will weigh against the company's AI-driven demand narrative. Balance sheet metrics show $553 million in cash and equivalents plus $170 million in marketable securities, $889 million in total liabilities, and $2.82 billion in shareholder equity, with the company repurchasing $199 million of stock and paying $76 million in dividends during 2024. Investors should also note the reporting change: Integrated Systems Test (IST), previously in System Test, is now included in Semiconductor Test, contributing $19 million in Q4. Segment comparisons with prior periods therefore need adjustment. Q4 operating cash flow was $283 million and full-year operating cash flow was $672 million, with $198 million in capital expenditures.

Jan 30, 2025 8-K

TERADYNE, INC 8-K Report, Executive Changes (Jan 8, 2025)

Teradyne, Inc. (TER) announced on January 8, 2025, that Ford Tamer has decided not to stand for re-election at the upcoming 2025 Annual Meeting of Shareholders. This decision stems from his recent appointment as CEO of Lattice Semiconductor Corporation and is not due to any disagreements with Teradyne's Board or management. Mr. Tamer will continue to serve his current term until the 2025 Annual Meeting. While this filing primarily concerns a directorial change, investors should note that Mr. Tamer's departure is amicable and attributed to a new leadership role elsewhere. The company has confirmed that his exit is not indicative of internal issues. The 8-K filing also includes the standard Cover Page Interactive Data File exhibit.

Jan 8, 2025 8-K

TERADYNE, INC 8-K Report, Financial Results (Oct 24, 2024)

Teradyne (NASDAQ: TER) reported third-quarter 2024 results on October 23, 2024 that came in above its Q3 guidance. Revenue was $737.3 million, up about 5% from $703.7 million in Q3 2023 and roughly flat with Q2 2024's $729.9 million. GAAP net income was $145.6 million, or $0.89 per diluted share, versus $0.78 a year earlier. Non-GAAP diluted EPS was $0.90, compared with $0.80 in Q3 2023 and $0.86 in Q2 2024. Management attributed the year-over-year growth to strong AI-related demand, especially record Memory revenue in Semiconductor Test driven by High Bandwidth Memory (HBM) and compute applications. Segment mix was Semiconductor Test $543 million, System Test $73 million, Wireless Test $33 million and Robotics $89 million. Quarterly GAAP operating margin fell to 20.6% from 28.8% in Q2, mainly because Q2 included a $57.5 million gain on the May 2024 sale of the Device Interface Solutions business to Technoprobe. Teradyne also now holds a $538 million equity method investment in Technoprobe, following its roughly $527 million nine-month investment purchase. Nine-month revenue was $2.07 billion, up 3% year over year, and nine-month GAAP diluted EPS was $2.42. Fourth-quarter 2024 guidance calls for revenue of $710 million to $760 million, GAAP diluted EPS of $0.73 to $0.91 and non-GAAP diluted EPS of $0.80 to $0.97. The guidance midpoint implies a modest sequential revenue decline. The balance sheet remains strong, with $552 million in cash and marketable securities at quarter-end, though cash fell from $758 million at year-end 2023 after share repurchases and the Technoprobe investment. The company paid a $0.12 quarterly dividend.

Oct 24, 2024 8-K

Acquisitions & DispositionsRegulation FDExhibits & Filings

TERADYNE, INC 8-K Report, Financial Results (Jul 25, 2024)

Teradyne (NASDAQ: TER) reported second-quarter 2024 revenue of $730 million, up 7% year over year and above the high end of its guidance, with GAAP diluted EPS of $1.14 and non-GAAP diluted EPS of $0.86. Semiconductor Test grew 14% year over year, led by continued memory strength and a demand recovery in SoC. Management attributed accelerated demand to AI applications from both compute and memory customers, and said robotics grew both sequentially and year over year. The GAAP result was inflated by a $57.5 million gain on the sale of the Device Interface Solutions (DIS) business to Technoprobe for $85.0 million, so the non-GAAP figure is the better read on core operating performance. Non-GAAP income from operations was $159.6 million, or 21.9% of revenue, compared with 22.1% a year earlier. The balance sheet shifted meaningfully during the quarter. Teradyne spent $524.7 million on an investment in a business, recorded as an equity method investment of $524.1 million, which is its stake in Technoprobe. Cash and cash equivalents fell to $421.9 million from $757.6 million at year-end 2023, partly because of that investment and $185 million of revolving credit facility repayments, which were offset by the DIS sale proceeds. Shareholder returns continued, with a $0.12 quarterly dividend and modest buybacks of $8.2 million in the quarter. For the third quarter, Teradyne guided to revenue of $680 million to $740 million, GAAP diluted EPS of $0.62 to $0.82, and non-GAAP diluted EPS of $0.66 to $0.86. The guidance range is wide, which reflects uncertainty about the timing of memory and SoC recoveries. Investors will likely focus on whether AI-driven test demand sustains momentum and on how the Technoprobe stake contributes going forward.

Jul 25, 2024 8-K

TERADYNE, INC 8-K Report, Acquisition Completed (May 31, 2024)

Teradyne, Inc. (TER) has officially completed two significant transactions detailed in its May 31, 2024, 8-K filing. First, on May 27, 2024, Teradyne's subsidiary acquired a 10% stake in Technoprobe S.p.A. for approximately $522 million. This strategic investment provides Teradyne with exposure to Technoprobe's business and was structured through a combination of purchasing existing shares and acquiring newly issued shares. Concurrently, Teradyne also completed the divestiture of its Device Interface Solutions (DIS) business unit to Technoprobe for $85 million, net of cash and debt, subject to customary working capital adjustments. These actions represent a strategic move by Teradyne to reallocate capital and focus on its core operations, while also expanding its relationship with Technoprobe.

May 31, 2024 8-K

Financial Events

TERADYNE, INC 8-K Report, Financial Obligation (May 17, 2024)

Teradyne, Inc. (TER) has filed a Form 8-K to report a new financial obligation. Specifically, the company borrowed $185.0 million under its existing $750.0 million senior secured revolving credit facility. This borrowing is intended to fund a previously announced investment by its subsidiary, Teradyne International Holdings, B.V., to acquire 10% of the issued and outstanding shares of Technoprobe S.p.A. This transaction highlights Teradyne's strategic moves to expand its holdings in key areas, utilizing its existing credit lines to finance growth initiatives. Investors should note that the use of proceeds and the investment itself are subject to forward-looking statements and associated risks, as outlined in the company's SEC filings. While the borrowing provides immediate capital for the acquisition, the ultimate success of the investment and its impact on Teradyne's financial performance will depend on various factors, including the strategic business agreements related to the Technoprobe stake.

May 17, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

TERADYNE, INC 8-K Report, Bylaw Amendment (May 10, 2024)

Teradyne, Inc. (TER) has filed an 8-K report detailing the outcomes of its 2024 Annual Meeting of Stockholders held on May 9, 2024. The most significant development for investors is the approved amendment to the company's Articles of Organization, which reduces the voting threshold for approving future amendments to the Articles and for voluntary dissolution from a super-majority to a simple-majority vote. This change could impact corporate governance and the ease with which major structural decisions can be made by shareholders in the future. Additionally, the meeting saw the election of all eight director nominees with strong shareholder support, the approval of the executive compensation (in a non-binding advisory vote), and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2024. These results indicate general shareholder alignment with the current board and management's strategic direction and oversight.

May 10, 2024 8-K

TERADYNE, INC 8-K Report, Financial Results (Apr 25, 2024)

Teradyne (NASDAQ: TER) reported first quarter 2024 results on April 24, 2024 that beat the high end of its own guidance, with revenue of $599.8 million, down about 3% from $617.5 million in Q1 2023 and down about 11% sequentially from $670.6 million in Q4 2023. GAAP diluted EPS was $0.40 and non-GAAP diluted EPS was $0.51, versus $0.50 and $0.55 respectively a year earlier. Management attributed the outperformance to stronger-than-expected memory and networking demand tied to AI applications, offset by continued weakness in mobility. Semiconductor Test generated $412 million of revenue, System Test $75 million, Wireless Test $25 million and Robotics $88 million. GAAP operating income was $77.8 million (13.0% margin) and non-GAAP operating income was $88.6 million (14.8% margin). The outlook for Q2 2024 calls for revenue of $665 million to $725 million, GAAP diluted EPS of $0.90 to $1.10 and non-GAAP diluted EPS of $0.64 to $0.84. The GAAP guidance includes a gain on the anticipated sale of the Design Interface Solutions business to Technoprobe S.p.A. (about $0.36 per share), which is excluded from non-GAAP results. CEO Greg Smith said visibility beyond Q2 remains limited, though he expects stronger first-half performance driven by memory and computing, and sees Robotics growth from new products and improved distribution through the rest of the year. Balance sheet and cash flow were softer in the quarter. Cash and equivalents fell to $707.4 million from $757.6 million, and operating cash flow was only $7.3 million, reflecting a $105.5 million outflow in accounts payable and other liabilities. The company repurchased $22.1 million of stock and paid $18.4 million in dividends, with the quarterly dividend raised to $0.12 per share from $0.11. Shareholders' equity rose to $2.56 billion.

Apr 25, 2024 8-K

TERADYNE, INC 8-K Report, Financial Results (Jan 31, 2024)

Teradyne (NASDAQ: TER) reported fourth-quarter 2023 revenue of $671 million, down 8% from $732 million a year earlier and roughly flat with the $704 million reported in Q3 2023. GAAP diluted EPS was $0.72 and non-GAAP diluted EPS was $0.79, compared with $1.04 and $0.92 in Q4 2022. Full-year 2023 revenue fell 15% to $2,676 million from $3,155 million, and GAAP diluted EPS dropped to $2.73 from $4.22. Growth was concentrated in Robotics, which set a quarterly record with $129 million of revenue, up 50% sequentially and 17% year over year, while Semiconductor Test ($431 million) benefited from strong memory test demand offset by weakness in System-on-a-Chip test systems. Management said Q4 results were in line with guidance. The outlook is cautious for the near term. Management expects low tester utilization to weigh on Semiconductor Test demand in the first half of 2024, though it anticipates full-year semiconductor test demand to improve incrementally from 2023. Robotics is expected to show seasonal weakness in Q1 before resuming consistent quarterly growth. First-quarter 2024 guidance calls for revenue of $540 million to $590 million, GAAP diluted EPS of $0.19 to $0.35, and non-GAAP diluted EPS of $0.22 to $0.38, which implies a meaningful sequential decline from Q4 2023. Balance sheet and capital return metrics remained solid. Cash and cash equivalents were $758 million at year-end, with total marketable securities of about $180 million, and no current debt remained after $50 million of convertible debt principal was repaid during 2023. Full-year operating cash flow was $585 million. The company repurchased $397 million of common stock in 2023, down from $752 million in 2022, and paid $0.11 per quarter in dividends. Investors should weigh the Robotics growth and balance sheet strength against a soft first-half 2024 outlook and continued pressure on the semiconductor test business.

Jan 31, 2024 8-K/A

Corporate ChangesExhibits & Filings

TERADYNE, INC 8-K/A Report, Executive Changes (Jan 29, 2024)

This 8-K/A filing from Teradyne, Inc. (TER) addresses an amendment to a previous filing concerning the departure of Mr. Charles J. Gray, Vice President and General Counsel. The amendment clarifies the terms of his separation, effective February 2, 2024, outlining an Executive Officer Agreement that allows for continued vesting of previously granted unvested equity awards (restricted stock units and stock options) through February 2, 2027. Mr. Gray also remains eligible for his pro-rata share of 2023 variable compensation and profit-sharing, as if he were still employed. In exchange for these provisions, Mr. Gray has agreed to non-competition and non-solicitation clauses through February 2, 2027, and has entered into an employment release. Investors should note that this agreement ensures a smooth transition and incentivizes Mr. Gray to act in Teradyne's best interest during his post-employment restrictive period, while also providing him with continued equity value realization.

Jan 29, 2024 8-K

TERADYNE, INC 8-K Report, Bylaw Amendment (Jan 29, 2024)

Teradyne, Inc. (TER) has filed an 8-K report on January 29, 2024, primarily to disclose an amendment to its corporate bylaws. Effective January 23, 2024, the Board of Directors approved Amended and Restated Bylaws that clarify the company's ability to conduct shareholder meetings remotely, virtually, or in a hybrid format. This update aligns the company's operational flexibility with current Massachusetts law, enabling broader participation in corporate governance matters.

Jan 29, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

TERADYNE, INC 8-K Report, Executive Changes (Jan 12, 2024)

Teradyne, Inc. (NASDAQ: TER) filed an 8-K on January 12, 2024 disclosing the appointment of Bridget A. van Kralingen to its Board of Directors, effective that same day. The Board has determined she is independent under SEC and Nasdaq rules, and she was added to the Compensation Committee and the Nominating and Corporate Governance Committee. The filing is a governance update rather than a financial disclosure, and it contains no earnings, guidance, or material transaction information. Compensation for Ms. van Kralingen is modest and disclosed in full. She receives an annual director fee of $90,000, plus a prorated restricted stock unit grant valued at $74,290. The grant is based on an annual Board equity award of $230,000, prorated daily from her appointment date to the expected date of the 2024 Annual Meeting. The RSUs vest on the earlier of the 2024 Annual Meeting date or the last Thursday in May 2024. The filing also states there are no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. For investors, the significance lies mainly in the director's background. Per the accompanying press release, she is a Partner at Motive Partners, a fintech-focused private equity firm, and previously led IBM's Global Markets and Sales organization (2020-2021) and held senior roles at IBM and Deloitte. The company states she will help Teradyne expand its global electronics and industrial automation businesses. The appointment is unlikely to affect near-term financials, but it may signal a board refresh with software and services expertise.

Jan 12, 2024 8-K

Leadership Changes

TERADYNE, INC 8-K Report, Executive Changes (Nov 15, 2023)

Teradyne, Inc. (TER) announced on November 15, 2023, that its Vice President and General Counsel, Charles J. Gray, will retire effective February 1, 2024. This is a routine executive transition and does not appear to be related to any operational or financial issues within the company. Investors should note the effective date of the retirement to anticipate any leadership changes or announcements regarding Mr. Gray's successor.

Nov 15, 2023 8-K

TERADYNE, INC 8-K Report, Material Agreement (Nov 8, 2023)

On November 7, 2023, Teradyne (TER) announced a strategic partnership with Italian probe card maker Technoprobe S.p.A. under which Teradyne will invest approximately $516 million (at current FX rates) to acquire a 10% stake in Technoprobe, while simultaneously selling its Device Interface Solutions (DIS) business to Technoprobe for $85 million, net of cash and debt. The stake is funded partly by buying 2% from controlling shareholder T-Plus and partly through 8% newly issued Technoprobe shares, priced at a VWAP over the three months ending November 6, 2023 (about EUR 7.362 per share per the press release). Teradyne also gets a board seat, veto rights over certain shareholder decisions, and a 36-month lock-up on the shares, governed by a Shareholders' Agreement that is expected to be filed with the 2023 Form 10-K. For investors, the key points are the scale of the capital commitment relative to Teradyne's business (the $516 million investment is a large cash outlay, and Teradyne has suspended its share repurchase program as a result), the strategic rationale of pairing a minority stake in a leading probe card supplier with joint development work while keeping an "open ecosystem" for third-party interface vendors, and the exit of a DIS business at a relatively modest price. Closing is conditioned on FTC/DOJ clearance, Italian regulatory approvals, CFIUS and other foreign investment filings, Taiwan merger control review, and the concurrent closing of the DIS sale, with completion expected in the first half of 2024. The 8-K also carries standard cautionary language: representations and warranties are qualified by a virtual data room and materiality standards, and the forward-looking statements depend on regulatory approvals, competitive conditions, and Technoprobe's execution. Investors should weigh the strategic upside against the illiquidity of the stake, the transfer restrictions, the dependence on Technoprobe's performance, and the regulatory risk to closing.

Nov 8, 2023 8-K

TERADYNE, INC 8-K Report, Financial Results (Oct 26, 2023)

Teradyne reported third-quarter 2023 revenue of $704 million, down 15% year over year from $827 million but up about 3% sequentially from $684 million. GAAP diluted EPS was $0.78 and non-GAAP EPS was $0.80, compared with $1.10 and $1.15 in Q3 2022. Management said results reached the high end of its Q3 guidance range, driven by greater-than-planned Robotics shipments and sequential growth in Semiconductor Test. Robotics revenue was $86 million, up 20% sequentially, though still down 4% year over year. Semiconductor Test contributed $498 million, System Test $83 million, and Wireless Test $37 million. For the first nine months of 2023, revenue fell 17% to $2.01 billion and GAAP net income fell 39% to $332 million. For Q4 2023, Teradyne guided to revenue of $640 million to $700 million, GAAP diluted EPS of $0.58 to $0.78, and non-GAAP diluted EPS of $0.61 to $0.81. Management said test demand is concentrated on technology investments with limited capacity expansion purchases expected in the quarter, and that Robotics demand has stabilized. Teradyne returned about $136 million to shareholders in Q3 through $118.6 million of share repurchases and $16.9 million of dividends. Year-end cash and cash equivalents were $637 million, with an additional $183 million in marketable securities (current and non-current). The release also addressed U.S. export controls. On October 17, 2023, the Department of Commerce issued new rules that take effect November 17, 2023 and significantly limit the impact of the October 2022 restrictions on Teradyne's business, although they may still affect certain customers and the broader semiconductor industry. The company also described its 2026 earnings model as aspirational and assumption-heavy, so investors should not treat it as a commitment.

Oct 26, 2023 8-K

TERADYNE, INC 8-K Report, Financial Results (Jul 27, 2023)

Teradyne (NASDAQ: TER) reported second-quarter 2023 results for the period ended July 2, 2023, with revenue of $684 million, down 19% from $841 million in Q2 2022 but up 11% sequentially from $618 million in Q1 2023. Revenue landed at the high end of guidance and earnings came in above the guidance midpoint. GAAP diluted EPS was $0.73 (versus $1.16 a year ago) and non-GAAP diluted EPS was $0.79 (versus $1.21). Semiconductor Test drove the quarter at $475 million, offset by weaker Robotics demand ($72 million), with System Test at $94 million and Wireless Test at $44 million. Gross margin on a GAAP basis was 58.8%, up from 57.7% in Q1, though below the 60.2% of Q2 2022. Management cited strong demand for DDR5 and HBM memory test and incrementally stronger automotive SoC test demand heading into Q3, while expecting Robotics order rates to decline amid slowing global industrial activity. Third-quarter 2023 guidance calls for revenue of $650 million to $710 million, GAAP diluted EPS of $0.57 to $0.77, and non-GAAP diluted EPS of $0.61 to $0.81. Capital return remained substantial: Teradyne returned $152 million to shareholders in Q2 through buybacks and dividends, with cash and equivalents falling to $613 million and total marketable securities of about $200 million, while the quarterly dividend stayed at $0.11 per share. The release also flags continuing regulatory risk. U.S. export restrictions on advanced semiconductor testers sold into China affect certain customers, with several one-year licenses granted and others denied or limited. Teradyne's China manufacturing and development operations received an export license on May 25, 2023, effective through May 31, 2027. Investors should weigh the strong near-term memory and automotive demand against the revenue drag from the Robotics slowdown and ongoing China export-control exposure.

Jul 27, 2023 8-K

Shareholder Matters

TERADYNE, INC 8-K Report, Shareholder Vote Results (May 16, 2023)

Teradyne, Inc. (TER) filed an 8-K report detailing the outcomes of its 2023 Annual Meeting of Stockholders held on May 13, 2023. The report indicates that all proposals presented to shareholders were passed, with significant support across the board. Key among these were the election of all eight director nominees, the advisory approval of executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2023. The meeting also included an advisory vote on the frequency of executive compensation review, with shareholders overwhelmingly favoring an annual vote. This aligns with the Board's stated intention to hold an annual advisory vote on executive compensation until at least the 2029 annual meeting, demonstrating a commitment to ongoing shareholder engagement on this matter. The results suggest strong confidence from shareholders in the current board and leadership.

May 16, 2023 8-K

Corporate ChangesExhibits & Filings

TERADYNE, INC 8-K Report, Financial Results (Apr 27, 2023)

Teradyne (TER) reported first-quarter 2023 results (quarter ended April 2, 2023) that came in above the midpoint of its guidance, though revenue fell sharply year over year. Revenue was $617.5 million, down about 18% from $755.4 million in Q1 2022 and down from $731.8 million in Q4 2022. GAAP net income was $83.5 million, or $0.50 per diluted share, versus $0.92 a year earlier. Non-GAAP diluted EPS was $0.55, excluding a $5.9 million equity modification charge tied to the retirement of the former CEO, acquired intangible amortization, restructuring, and discrete tax items. By segment, Semiconductor Test contributed $415 million, System Test $75 million, Wireless Test $39 million, and Robotics $89 million. Management said a faster recovery from supply chain constraints in the test businesses helped results, but it expects softness in smartphone-related end markets and in Robotics, offset in part by stronger automotive and industrial semiconductor test demand. For the second quarter of 2023, Teradyne guided to revenue of $625 million to $685 million, GAAP EPS of $0.53 to $0.72, and non-GAAP EPS of $0.55 to $0.74. The guidance range is wide, which signals limited near-term visibility. Balance sheet and cash flow data show cash and equivalents falling to $649 million from $855 million in the prior quarter, reflecting $93 million in buybacks, $17 million in dividends, and $15 million in convertible debt principal payments. Operating cash flow was only $19 million. The company also disclosed that new U.S. export restrictions on China will limit sales of testers for certain advanced semiconductors. Some customers have received one-year licenses, but others may not, and Teradyne has only temporary authorization for its China manufacturing and development operations while a license application is pending.

Apr 27, 2023 8-K

TERADYNE, INC 8-K Report, Bylaw Amendment (Mar 28, 2023)

Teradyne, Inc. (TER) has filed an 8-K to report on amendments to its corporate bylaws, effective March 24, 2023. These changes are primarily driven by the adoption of new "universal proxy" rules by the SEC. The amendments update the procedural requirements for stockholders wishing to nominate directors, aligning the company's governance with these updated regulations. Investors should note that these changes do not reflect any new business strategies or financial performance updates, but rather adjustments to the mechanics of shareholder engagement in director elections. The core of the amendment focuses on enhancing transparency and standardization in director nominations. Stockholders will need to adhere to stricter timelines and disclosure requirements when nominating a director, including providing advance notice within a specific window and complying with SEC Rule 14a-19. This aims to ensure a more orderly and predictable process for both the company and its shareholders during annual meetings.

Mar 28, 2023 8-K

TERADYNE, INC 8-K Report, Executive Changes (Feb 3, 2023)

Teradyne, Inc. (TER) filed an 8-K on February 3, 2023, to announce the official retirement of Mark E. Jagiela as Chief Executive Officer and a member of the Board of Directors, effective February 1, 2023. In connection with his retirement, a Retirement Agreement was executed, superseding previous termination benefits. This new agreement ensures that Mr. Jagiela's unvested equity awards will continue to vest until February 1, 2026, and vested options remain exercisable for their full term. Importantly, Mr. Jagiela has agreed to non-competition and non-solicitation clauses through the same date, ensuring continued protection for the company. Concurrently, Teradyne appointed Gregory S. Smith as the new Chief Executive Officer, also effective February 1, 2023, succeeding Mr. Jagiela. Mr. Smith, a long-time Teradyne executive with extensive experience in key divisions, has also joined the Board of Directors. A Severance Agreement was put in place for Mr. Smith, outlining terms for termination by the company (other than for cause, death, or disability) over a three-year period. This agreement includes provisions for 24 months of severance payments, continued benefits, and accelerated vesting of equity awards, in exchange for non-solicitation and non-competition covenants for specified periods.

Feb 3, 2023 8-K

TERADYNE, INC 8-K Report, Financial Results (Jan 26, 2023)

Teradyne (TER) reported fourth-quarter 2022 revenue of $732 million, down 17% year over year from a record Q4 2021 of $885 million, and full-year 2022 revenue of $3,155 million, down 15% from $3,703 million in 2021. GAAP diluted EPS was $1.04 for Q4 and $4.22 for the full year, while non-GAAP diluted EPS was $0.92 for Q4 and $4.25 for the year. Q4 results beat management's expectations on higher revenue and gross margins and lower-than-planned expenses, driven by Eagle test system shipments to automotive and industrial chip customers and stronger demand for UR collaborative robots. Q4 GAAP net income was boosted by a $25.6 million pension actuarial gain, which is excluded from non-GAAP results. The outlook is more cautious. Management expects a step-down in demand for Semiconductor and Storage Test that will persist at least through the first half of 2023 as device makers rebalance supply, demand and inventory. Q1 2023 guidance calls for revenue of $550 million to $630 million, GAAP EPS of $0.26 to $0.49 and non-GAAP EPS of $0.28 to $0.52. Capital return remains a strength: the board declared a $0.11 quarterly dividend, authorized a $2 billion buyback program, and expects to repurchase up to $500 million of stock in 2023. The filing also flags ongoing regulatory risk. U.S. export controls issued October 7, 2022 restrict testers sold to certain advanced-semiconductor customers in China. Some multinational customers have one-year licenses, but Teradyne expects other Chinese customers will not receive licenses. Teradyne also has only temporary authorization for its China manufacturing and development operations, and the timing of a permanent license is uncertain. Management said it cannot yet quantify the impact on its China business or future revenue.

Jan 26, 2023 8-K

TERADYNE, INC 8-K Report, Executive Changes (Nov 16, 2022)

Teradyne (Nasdaq: TER) announced on November 15, 2022 that Chief Executive Officer Mark E. Jagiela will retire as CEO and as a member of the Board of Directors effective February 1, 2023. The Board has named Gregory S. Smith, currently the Company's President, as his successor, effective the same date, and he will also join the Board. Smith is a 16-year Teradyne veteran who has led the Semiconductor Test Division (the company's largest operating unit) and, since 2020, the Industrial Automation Group, which includes collaborative and autonomous mobile robots. For investors, this is a planned, orderly succession rather than a disruptive departure. Jagiela led the company since 2014 and is credited by Chairman Paul Tufano with steady product progression and improved financial performance in the core test businesses, as well as the entry into industrial automation. Continuity is likely, since Smith has deep operational knowledge of both the test and automation segments. The filing does not disclose any change in strategy, guidance, or financial outlook. Open items include Smith's compensation package, which the Board will review in January 2023 during its annual executive compensation review. Investors should watch that disclosure, along with any early signals on Smith's priorities for the Industrial Automation growth vector, once he assumes the role in February 2023.

Nov 16, 2022 8-K

TERADYNE, INC 8-K Report, Executive Changes (Nov 4, 2022)

Teradyne, Inc. (TER) filed this Form 8-K to disclose that its Board of Directors elected Ernest E. Maddock as a director, effective November 14, 2022, and appointed him to the Board's Audit Committee. The Board determined Mr. Maddock is independent under SEC and Nasdaq rules. The filing contains no financial results, guidance, or operating updates, so it is primarily a governance event. Mr. Maddock's compensation is modest and in line with standard director pay. He will receive a $90,000 annual cash retainer. On November 14, 2022, he will receive restricted stock units under the 2006 Equity and Cash Compensation Incentive Plan valued at $112,700. That amount is the Board's $230,000 annual equity grant prorated daily from his appointment date to the expected 2023 Annual Meeting. The RSUs vest on the earlier of the 2023 Annual Meeting or the last Thursday in May 2023. The filing states there are no related-party transactions or arrangements requiring disclosure under Item 404(a) of Regulation S-K. For investors, the significance lies mainly in Mr. Maddock's background. He is a former public-company CFO with more than 35 years in technology, including CFO roles at Micron Technology (2015–2018), Riverbed Technologies, and LAM Research (2009–2013). His addition to the Audit Committee strengthens the committee's financial expertise. The filing does not indicate any change to Teradyne's business outlook.

Nov 4, 2022 8-K

Corporate ChangesExhibits & Filings

TERADYNE, INC 8-K Report, Financial Results (Oct 26, 2022)

Teradyne (NASDAQ: TER) reported third-quarter 2022 results (quarter ended October 2, 2022) that came in above the midpoint of its July guidance, with revenue of $827.1 million versus $950.5 million in Q3 2021, a decline of roughly 13%. GAAP diluted EPS was $1.10 (down from $1.41) and non-GAAP diluted EPS was $1.15 (down from $1.59). Semiconductor Test revenue was $576 million and System Test $116 million, while Industrial Automation revenue of $89 million was down 2% in dollar terms but up 7% in constant currency. Gross margin held at 58.7% versus 60.1% a year earlier. Management said supply constraints eased during the quarter, enabling greater-than-expected shipments, but warned that near-term compute and mobility demand remains muted and that slowing manufacturing and FX headwinds will weigh on Industrial Automation's full-year growth. The most material item for investors is the U.S. Department of Commerce's October 7, 2022 export control rules on advanced semiconductors and chip-manufacturing equipment for China. Teradyne expects restrictions to limit sales of testers to certain Chinese advanced-chip manufacturers that do not obtain licenses, although several multinational customers received one-year licenses. The company also holds only a temporary authorization for its China manufacturing and development operations and must file for a license by November 17, 2022, with no assurance of approval. Management has not quantified the impact on China revenue or future revenues. Fourth-quarter 2022 guidance calls for revenue of $670 million to $750 million, GAAP diluted EPS of $0.59 to $0.84, and non-GAAP diluted EPS of $0.62 to $0.86. Balance sheet and cash flow remained solid: cash and equivalents plus marketable securities were about $887 million at quarter end, versus $1.49 billion at year-end 2021, reflecting substantial share repurchases ($750 million in the nine months, including $217 million in the quarter) and convertible note repayments, alongside a quarterly dividend of $0.11 per share.

Oct 26, 2022 8-K

TERADYNE, INC 8-K Report, Bylaw Amendment (Sep 6, 2022)

Teradyne, Inc. (TER) filed an 8-K on September 6, 2022, primarily to report an amendment to its Amended and Restated Bylaws. This amendment is significant for shareholders as it modifies the conditions under which directors can be removed. Previously, directors could only be removed for cause. The newly amended bylaws now allow shareholders to remove a director with or without cause, provided that the affirmative vote of a majority of the company's outstanding shares entitled to vote in director elections is obtained. This change grants shareholders greater power in corporate governance and director accountability. Investors should note that this shift from a 'for cause' removal standard to a 'with or without cause' standard by a majority vote could potentially impact board composition and responsiveness to shareholder sentiment. The full text of the Amended and Restated Bylaws is attached as an exhibit to this filing.

Sep 6, 2022 8-K

TERADYNE, INC 8-K Report, Financial Results (Jul 27, 2022)

Teradyne (NASDAQ: TER) reported second-quarter 2022 results (quarter ended July 3, 2022) that beat the midpoint of its own guidance: revenue was $841 million, down about 23% from $1,086 million in Q2 2021 but up about 11% from $755 million in Q1 2022. GAAP diluted EPS was $1.16 (versus $1.76 a year earlier) and non-GAAP diluted EPS was $1.21 (versus $1.91). Gross margin held at 60.2%, flat sequentially. By segment, Semiconductor Test contributed $541 million, System Test $135 million, Wireless Test $64 million and Industrial Automation $101 million. Management described strong automotive and memory test demand, offset by softening mobility and compute-related demand and slowing Industrial Automation growth. The more important signal for investors is the outlook. Management lowered its shipment plan for the third quarter, citing reduced mobility-related test demand, slower Industrial Automation growth and continued supply shortages. Third-quarter guidance is revenue of $760 million to $840 million, GAAP diluted EPS of $0.86 to $1.12 and non-GAAP diluted EPS of $0.90 to $1.16. The guidance range implies a meaningful sequential and year-over-year decline at the midpoint, and the filing does not provide full-year guidance. Balance-sheet and capital-return activity was active in the quarter. Cash and equivalents fell to $572 million from $1.12 billion at year-end 2021, reflecting $332 million of share repurchases in Q2 (about $533 million year-to-date) and $43 million of convertible debt principal payments in the first half. Dividends were $0.11 per share. Total shareholders' equity declined to $2.30 billion. The filing itself is a furnished earnings release under Item 2.02, and the company notes that its forward-looking statements include risks from COVID-19, Russia sanctions, supply shortages and export controls.

Jul 27, 2022 8-K

Leadership Changes

TERADYNE, INC 8-K Report, Executive Changes (Jun 7, 2022)

Teradyne, Inc. (TER) announced a significant leadership transition, appointing Greg Smith as President of the Company, effective July 1, 2022. This move comes as Mark Jagiela continues in his role as Chief Executive Officer, indicating a strategic strengthening of the executive team to drive future growth. Mr. Smith, with extensive experience within Teradyne since 2006, including leadership roles in the Industrial Automation Group and Semiconductor Test Division, is well-positioned to take on this expanded responsibility. This appointment is accompanied by a notable adjustment to Mr. Smith's compensation package, reflecting the increased scope of his role. His annual base salary will rise to $750,000, and his performance-based variable compensation target will increase to 100% of his base salary. Furthermore, he will become eligible for the Company's Cash Profit Sharing Plan. Investors should view this as a positive signal of Teradyne's commitment to retaining and incentivizing key talent in critical leadership positions.

Jun 7, 2022 8-K

Shareholder Matters

TERADYNE, INC 8-K Report, Shareholder Vote Results (May 16, 2022)

Teradyne, Inc. (TER) filed this Form 8-K to report the results of its 2022 Annual Meeting of Stockholders, held on May 13, 2022. The filing covers Item 5.07 only, reporting how stockholders voted on three proposals. It does not include financial results, guidance, or other operating information. Stockholders elected all eight nominees to the Board of Directors for one-year terms. Each nominee received substantially more votes for than against. Marilyn Matz drew the most opposition, with 10,330,509 votes against, and Timothy E. Guertin received 17,590,600 votes against. Fouad "Ford" Tamer received the strongest support, with 135,190,588 votes for and 372,276 against. On an advisory, non-binding basis, stockholders approved the compensation of the named executive officers, with 124,894,505 votes for and 10,458,564 against. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 137,552,554 votes for and 8,259,602 against.

May 16, 2022 8-K

TERADYNE, INC 8-K Report, Financial Results (Apr 27, 2022)

Teradyne (NASDAQ: TER) reported first-quarter 2022 results (quarter ended April 3, 2022) that landed above the midpoint of its January guidance. Revenue was $755.4 million, down 3% from $781.6 million a year earlier and down about 15% sequentially from $885.0 million in Q4 2021. GAAP diluted EPS was $0.92 versus $1.09 in Q1 2021, and non-GAAP diluted EPS was $0.98 versus $1.11. Semiconductor Test revenue was $482 million, System Test $119 million, Wireless Test $52 million, and Industrial Automation $103 million, with Industrial Automation growing 29% year over year. GAAP operating income was $185.9 million (24.6% margin) and non-GAAP operating income was $206.7 million (27.4% margin). Operating cash flow was weak at $7.5 million, though the company repurchased $201.5 million of stock and paid $17.9 million in dividends. Management said demand in test improved incrementally from its January outlook, with particular strength in automotive and Flash memory, and expects Industrial Automation growth to accelerate through the year as Universal Robots and MiR demand remains strong. Supply constraints remain significant across most product areas, which management cited as the reason for a wide second-quarter guidance range of $780 million to $870 million in revenue and $1.00 to $1.29 in non-GAAP EPS. The filing also flags ongoing risk from U.S. export controls affecting sales to Huawei and HiSilicon, Chinese countermeasure laws, the Russia sanctions following the February 2022 invasion of Ukraine, and COVID-19 disruptions. The quarter included a $14.7 million litigation settlement charge within restructuring and other expenses. Cash and marketable securities fell to roughly $1.08 billion from about $1.37 billion at year-end 2021, reflecting the buyback, working capital build (prepayments rose to $479 million), and debt repayment. Investors will likely focus on whether the Industrial Automation growth and test demand recovery hold up against supply constraints, and on the sustainability of cash generation given the weak operating cash flow this quarter.

Apr 27, 2022 8-K

TERADYNE, INC 8-K Report, Financial Results (Jan 27, 2022)

Teradyne (NASDAQ: TER) reported strong fourth-quarter and full-year 2021 results, with Q4 revenue of $885 million, up 17% year over year, and full-year revenue of $3.70 billion, up 19%. Q4 GAAP diluted EPS was $1.29 and non-GAAP diluted EPS was $1.37, while full-year GAAP EPS of $5.56 grew 30% and non-GAAP EPS of $5.98 grew 29%. Both the Semiconductor Test and Industrial Automation segments delivered double-digit growth in the quarter, and Universal Robots and MiR grew more than 40% in 2021. Revenue and earnings are both trending up, with Industrial Automation remaining a key growth driver. Capital return was also a focus. The Board raised the quarterly dividend 10% to $0.11 per share, and management expects to repurchase at least $750 million of stock in 2022. The company ended 2021 with $1.12 billion in cash and equivalents, and repurchased $600 million of stock during the year while paying down $343 million of convertible debt principal. Total debt fell sharply to about $108 million from roughly $410 million a year earlier. The outlook is more cautious. Management expects a slower technology transition at a major end market to reduce System-on-a-Chip test demand in 2022, with a recovery expected as 3nm production ramps in 2023. Q1 2022 guidance calls for revenue of $700 million to $770 million and non-GAAP EPS of $0.76 to $0.98. The filing also reiterates export-control risks tied to Huawei and China, plus COVID-19 supply chain and demand uncertainty.

Jan 27, 2022 8-K

TERADYNE, INC 8-K Report, Financial Results (Oct 27, 2021)

Teradyne (NASDAQ: TER) reported third-quarter 2021 results on October 26, 2021 (furnished via Form 8-K on October 27, 2021), with revenue of $951 million, up 16% year over year, and GAAP diluted EPS of $1.41, up 17%. Non-GAAP diluted EPS was $1.59, up 35% year over year. Management highlighted the eighth consecutive quarter of double-digit year-over-year revenue and profit growth. Semiconductor Test ($688 million) and Wireless Test ($69 million) drove strength, while Industrial Automation revenue grew 32% to $91 million on demand at Universal Robots, though supply constraints in those product lines held back shipments below plan. GAAP gross margin expanded to 60.1% from 56.0% a year earlier, and operating cash flow for the quarter was $523 million. For the fourth quarter of 2021, Teradyne guided to revenue of $820 million to $900 million, with GAAP EPS of $1.08 to $1.33 and non-GAAP EPS of $1.14 to $1.40. At the midpoint, management expects full-year sales to grow about 18%, GAAP EPS about 28%, and non-GAAP EPS about 27%. The company also reported a sharp reduction in debt during the quarter: total debt fell to roughly $113 million from $377 million at year-end 2020, after $235 million of convertible note principal was repaid in Q3, and it repurchased $210 million of stock in the quarter. Investors should note the gap between GAAP and non-GAAP results, driven mainly by convertible debt conversion losses ($20 million in Q3), and the continuing risks from U.S. export controls on sales to Huawei and HiSilicon, Chinese regulatory responses, COVID-19, and the semiconductor supply shortage.

Oct 27, 2021 8-K

TERADYNE, INC 8-K Report, Executive Changes (Sep 29, 2021)

Teradyne, Inc. (NASDAQ: TER) disclosed in this 8-K, filed September 29, 2021, that its Board of Directors elected Ford Tamer as a director effective November 8, 2021, and appointed him to the Audit Committee. The Board determined that Mr. Tamer is independent under SEC and Nasdaq rules. The filing describes this as a board-level governance change, not a change in operations, strategy, or executive leadership. The compensation terms are modest and standard for a non-employee director. Mr. Tamer receives an annual cash retainer of $80,000. On November 8, 2021, he will receive restricted stock units under the 2006 Equity and Cash Compensation Incentive Plan valued at $98,600. That amount is the Board's $200,000 annual equity award prorated daily from his appointment to the expected date of the 2022 Annual Meeting. The RSUs vest in full on the earlier of the 2022 Annual Meeting or the last Thursday in May 2022. The filing states there are no arrangements under which he was selected and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. The press release included as Exhibit 99.1 positions Mr. Tamer as a semiconductor industry veteran with more than 30 years of experience, most recently as CEO of Inphi Corporation from 2012 until Marvell Technology acquired it in 2021. The release ties his addition to Teradyne's push to expand in electronic test equipment and advanced industrial automation. Note that Item 8.01 refers to the press release as dated "September 28, 2020," which conflicts with the release's own date of September 28, 2021; this appears to be a typographical error in the filing.

Sep 29, 2021 8-K