Form 8-K

8-K — TERADYNE, INC

Accession: 0001193125-26-188706

Filed: 2026-04-29

Period: 2026-04-28

CIK: 0000097210

SIC: 3825 (INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ter-20260428.htm (Primary)

EX-99.1 (ter-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ter-20260428.htm · Sequence: 1

8-K

false000009721000000972102026-04-282026-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 28, 2026

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts

001-06462

04-2272148

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

600 Riverpark Drive, North Reading, MA

01864

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (978) 370-2700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2026, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the first quarter ended March 29, 2026. Teradyne’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Press Release dated April 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

TERADYNE, INC.

Dated: April 29, 2026

By:

/s/ MICHELLE TURNER

Name:

Michelle Turner

Title:

Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: ter-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Teradyne Reports First Quarter 2026 Results

•

Record revenue and earnings both above the high end of our Q1 Guidance

•

Revenue of $1.282B up 87%, GAAP EPS of $2.53 and non-GAAP EPS of $2.56, both up significantly from Q1’25

•

Record results driven by AI-related demand strength across compute segments and memory

Q1'26

Q1'25

Q4'25

Revenue (mil)

1,282

686

1,083

GAAP EPS

2.53

0.61

1.63

Non-GAAP EPS

2.56

0.75

1.80

NORTH READING, Mass. – April 28, 2026 – Teradyne, Inc. (NASDAQ:TER) reported revenue of $1,282 million for the first quarter of 2026 of which $1,111 million was in Semiconductor Test, $91 million in Robotics, and $80 million in Product Test. GAAP net income for the first quarter of 2026 was $398.9 million, or $2.53 per diluted share. On a non-GAAP basis, Teradyne’s net income for the first quarter of 2026 was $402.9 million, or $2.56 per diluted share, which excluded acquired intangible asset amortization, restructuring and other charges, and the related tax impact on non-GAAP adjustments.

"Our Q1 results reached a new record high. With approximately 70% of our revenue tied to AI-related demand, our results reflect the strength of our wafer to AI data center strategy. All of our business groups - Semiconductor Test, Product Test, and Robotics - delivered strong year-over-year growth which we expect to continue with robust AI driven momentum as the catalyst,” said Teradyne CEO Greg Smith.

Guidance for the second quarter of 2026 is revenue of $1,150 million to $1,250 million, with GAAP net income of $1.83 to $2.12 per diluted share and non-GAAP net income of $1.86 to $2.15 per diluted share. Non-GAAP guidance excludes acquired intangible asset amortization and amortization on our investment in Technoprobe, as well as the related tax impact on non-GAAP adjustments.

Webcast

A conference call to discuss the first quarter results, along with management’s business outlook, will follow at 8:30 a.m. ET, April 29, 2026. Interested investors should access the webcast at www.teradyne.com and click on "Investors" at least five minutes before the call begins. Presentation materials will be available starting at 7:30 a.m. ET. A replay will be available on the Teradyne website at www.teradyne.com/investors.

Page 2

Non-GAAP Results

In addition to disclosing results that are determined in accordance with GAAP, Teradyne also discloses non-GAAP results of operations that exclude certain income items and charges. These results are provided as a complement to results provided in accordance with GAAP. Non-GAAP income from operations and non-GAAP net income excludes acquired intangible assets amortization, restructuring and other, ERP related expenses, inventory step-up, pension mark-to-market adjustment, pension actuarial gains and losses, discrete income tax adjustments, and the related tax impact on non-GAAP adjustments. GAAP requires that these items be included in determining income from operations and net income. Non-GAAP income from operations, non-GAAP net income, non-GAAP income from operations as a percentage of revenue, non-GAAP net income as a percentage of revenue, and non-GAAP net income per share are non-GAAP performance measures presented to provide meaningful supplemental information regarding Teradyne’s baseline performance before gains, losses or other charges that may not be indicative of Teradyne’s current core business or future outlook. These non-GAAP performance measures are used to make operational decisions, to determine employee compensation, to forecast future operational results, and for comparison with Teradyne’s business plan, historical operating results and the operating results of Teradyne’s competitors. Non-GAAP diluted shares include the impact of Teradyne’s call option on its shares. Management believes each of these non-GAAP performance measures provides useful supplemental information for investors, allowing greater transparency to the information used by management in its operational decision making and in the review of Teradyne’s financial and operational performance, as well as facilitating meaningful comparisons of Teradyne’s results in the current period compared with those in prior and future periods. A reconciliation of each available GAAP to non-GAAP financial measure discussed in this press release is contained in the attached exhibits and on the Teradyne website at www.teradyne.com by clicking on “Investor Relations” and then selecting “Financials” and the “GAAP to Non-GAAP Reconciliation” link. The non-GAAP performance measures discussed in this press release may not be comparable to similarly titled measures used by other companies. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP.

About Teradyne

Teradyne (NASDAQ:TER) designs, develops, and manufactures automated test equipment and advanced robotics systems. Its test solutions for semiconductors and electronics products enable Teradyne's customers to consistently deliver on their quality standards. Its advanced robotics business includes collaborative robots and mobile robots that support manufacturing and warehouse operations for companies of all sizes. For more information, visit teradyne.com. Teradyne® is a registered trademark of Teradyne, Inc., in the U.S. and other countries.

Safe Harbor Statement

This release contains forward-looking statements including statements regarding Teradyne’s future business prospects, financial performance or position and results of operations. You can identify forward-looking statements by their use of forward-looking words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “goal” or other comparable terms. Forward-looking statements in this press release address various matters, including statements regarding Teradyne’s financial guidance. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements due to known and unknown risks, uncertainties, assumptions, and other factors. Such factors include, but are not limited to, macroeconomic factors and slowdowns or downturns in economic conditions generally and in the markets in which Teradyne operates; decreased or delayed product demand from one or more significant customers; a slowdown or inability in the development, delivery and acceptance of new products; the ability to grow the Robotics business; the impact of increased research and development spending; the impact of epidemics or pandemics; the impact of a supply shortage on our supply chain and contract manufacturers; the consummation and success of any mergers or acquisitions; unexpected cash needs; the business judgment of the board of directors that a declaration of a dividend or the repurchase of common stock is not in Teradyne’s best interests; changes to U.S. or global tax regulations or guidance; the impact of any tariffs or export controls imposed by the U.S. or China; the impact of U.S. Department of Commerce or other government agency regulations relating to Huawei, HiSilicon and other customers or potential customers; the impact of U.S. Department of Commerce export control regulations for certain U.S. products and technology sold to military end users or for military end-use

Page 3

in China; the impact of the current or future geopolitical conflicts; the impact of regulations published by the U.S. Department of Commerce relating to semiconductors and semiconductor manufacturing equipment destined for certain end uses in China.

The risks included above are not exhaustive. For a more detailed description of the risk factors associated with Teradyne, please refer to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Many of these factors are macroeconomic in nature and are, therefore, beyond Teradyne’s control. We caution readers not to place undue reliance on any forward-looking statements included in this press release which speak only as to the date of this press release. Teradyne specifically disclaims any obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Page 4

TERADYNE, INC. REPORT FOR FIRST FISCAL QUARTER OF 2026

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands)

Quarter Ended

March 29,

2026

December 31,

2025

March 30,

2025

Net revenues

1,282,494

1,083,337

685,680

Cost of revenues (exclusive of acquired intangible assets amortization shown separately below) (1)

501,545

463,647

270,344

Gross profit

780,949

619,690

415,336

Operating expenses:

Selling and administrative (2)

166,737

164,693

157,257

Engineering and development

135,561

143,265

118,188

Acquired intangible assets amortization

2,224

3,451

4,573

Restructuring and other (3)

3,425

15,081

14,515

Operating expenses

307,947

326,490

294,533

Income from operations

473,002

293,200

120,803

Interest and other (income) expense (4)

7,326

3,625

1,779

Income before income taxes

465,676

289,575

119,024

Income tax provision

62,157

29,151

14,544

Income before equity in net earnings of affiliate

403,519

260,424

104,480

Equity in net earnings of affiliate

(4,611

)

(3,204

)

(5,584

)

Net income

398,908

257,220

98,896

Net income per common share:

Basic

2.55

1.64

0.61

Diluted

2.53

1.63

0.61

Weighted average common shares - basic

156,410

156,412

161,501

Weighted average common shares - diluted

157,636

157,651

161,996

Cash dividend declared per common share

0.13

0.12

(1)

Cost of revenues includes:

Quarter Ended

March 29,

2026

December 31,

2025

March 30,

2025

Provision for excess and obsolete inventory

4,682

6,607

4,945

Inventory step-up

118

348

216

Sale of previously written down inventory

(297

)

(494

)

(324

)

4,503

6,461

4,837

(2)

For the quarters ended March 29, 2026, December 31, 2025, and March 30, 2025, selling and administrative expenses included $1.7 million, $1.9 million, and $0.7 million, respectively, of expenses directly related to a planned ERP system implementation.

Page 5

(3)

Restructuring and other consists of:

Quarter Ended

March 29,

2026

December 31,

2025

March 30,

2025

Acquisition and divestiture related expenses

1,699

602

1,972

Employee severance (a)

854

10,851

11,395

Asset impairment

—

3,329

1,142

Other

872

299

3,425

15,081

14,515

(a)

For the three months ended December 31, 2025, and March 30, 2025, employee severance relates primarily to Robotics restructuring which impacted approximately 200 and 150 employees, respectively.

(4)

Interest and other includes:

Quarter Ended

March 29,

2026

December 31,

2025

March 30,

2025

Pension actuarial losses (gains)

—

1,338

—

Pension settlement loss (gain)

—

Loss (gain) on foreign exchange contract

—

(561

)

Page 6

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

March 29,

2026

December 31,

2025

Assets

Cash and cash equivalents

241,944

293,751

Marketable securities

3,653

28,247

Accounts receivable, net

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

Marketable securities

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

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

Shareholders’ equity

3,143,816

2,795,752

Total liabilities and shareholders’ equity

4,433,827

4,183,599

Page 7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

Quarter Ended

March 29,

2026

March 30,

2025

Cash flows from operating activities:

Net income

398,908

98,896

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

30,240

25,523

Stock-based compensation

21,902

15,204

Equity in net earnings of affiliate

4,611

5,584

Amortization

2,415

4,779

Provision for excess and obsolete inventory

4,682

4,945

Losses (gains) on investments

3,317

3,372

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

)

Deferred revenue and customer advances

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

)

Purchase of investment in a business

—

(3,011

)

Purchases of marketable securities

(40,797

)

(10,753

)

Acquisition of businesses, net of cash and cash equivalents acquired

—

(17,002

)

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

(20,362

)

(19,406

)

Repurchase of common stock

(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) increase in cash and cash equivalents

(51,807

)

(77,722

)

Cash and cash equivalents at beginning of period

293,751

553,354

Cash and cash equivalents at end of period

241,944

475,632

Page 8

GAAP to Non-GAAP Earnings Reconciliation

(In millions, except per share amounts)

Quarter Ended

March 29,

2026

% of Net Revenues

December 31,

2025

% of Net Revenues

March 30,

2025

% of Net Revenues

Net revenues

1,282.5

1,083.3

685.7

Gross profit GAAP

780.9

60.9

619.7

57.2

415.3

60.6

Inventory step-up

0.1

0.0

0.3

0.0

0.2

0.0

Gross profit non-GAAP

781.0

60.9

620.0

57.2

415.5

60.6

Income from operations - GAAP

473.0

36.9

293.2

27.1

120.8

17.6

Restructuring and other (1)

3.4

0.3

15.1

1.4

14.5

2.1

Acquired intangible assets amortization

2.2

0.2

3.5

0.3

4.6

0.7

ERP related expenses (2)

1.7

0.1

1.9

0.2

0.7

0.1

Inventory step-up

0.1

0.0

0.3

0.0

0.2

0.0

Income from operations - non-GAAP

480.4

37.5

314.0

29.0

140.8

20.5

Net Income

per Common Share

Net Income

per Common Share

Net Income

per Common Share

March 29,

2026

% of Net Revenues

Basic

Diluted

December 31,

2025

% of Net Revenues

Basic

Diluted

March 30,

2025

% of Net Revenues

Basic

Diluted

Net income - GAAP

398.9

31.1

2.55

2.53

257.2

23.7

1.64

1.63

98.9

14.4

0.61

Amortization of equity method investment

7.7

0.6

0.05

7.6

0.7

0.05

7.4

1.1

0.05

Restructuring and other (1)

3.4

0.3

0.02

15.1

1.4

0.10

14.5

2.1

0.09

Acquired intangible assets amortization

2.2

0.2

0.01

3.5

0.3

0.02

4.6

0.7

0.03

ERP related expenses (2)

1.7

0.1

0.01

1.9

0.2

0.01

0.7

0.1

0.00

Inventory step-up

0.1

0.0

0.00

0.3

0.0

0.00

0.2

0.0

0.00

Pension mark-to-market adjustment (3)

—

1.3

0.1

0.01

—

Pension settlement loss (gain)

—

0.1

0.0

0.00

—

Loss (gain) of foreign exchange contract

—

(0.6

)

-0.1

(0.00

)

(0.00

)

Exclude discrete tax adjustments

(9.3

)

-0.7

(0.06

)

(0.06

)

0.4

0.0

0.00

0.9

0.1

0.01

Non-GAAP tax adjustments

(1.8

)

-0.1

(0.01

)

(0.01

)

(4.3

)

-0.4

(0.03

)

(0.03

)

(5.1

)

-0.7

(0.03

)

(0.03

)

Net income - non-GAAP

402.9

31.4

2.58

2.56

283.0

26.1

1.81

1.80

121.5

17.7

0.75

GAAP and non-GAAP weighted average common shares - basic

156.4

161.5

GAAP and non-GAAP weighted average common shares - diluted

157.6

157.7

162.0

Page 9

(1)

Restructuring and other consists of:

Quarter Ended

March 29,

2026

December 31,

2025

March 30,

2025

Acquisition and divestiture related expenses

1.7

0.6

2.0

Employee severance (a)

0.9

10.9

11.4

Asset impairment

—

3.3

1.1

Other

0.9

0.3

—

3.5

15.1

14.5

(a)

For the quarters ended December 31, 2025 and March 30, 2025, employee severance relates primarily to Robotics restructuring which impacted approximately 200 and 150 employees, respectively.

(2)

For the quarters ended March 29, 2026, December 31, 2025 and March 30, 2025, selling and administrative expenses included costs directly related to a planned ERP system implementation.

(3)

For the quarter ended December 31, 2025, adjustment to exclude actuarial loss recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting.

Page 10

GAAP to Non-GAAP Reconciliation of Second Quarter 2026 guidance:

GAAP and non-GAAP second quarter revenue guidance:

$1,150 million

$1,250 million

GAAP net income per diluted share

1.83

2.12

Exclude acquired intangible assets amortization

0.01

Exclude equity method investment amortization

0.03

Non-GAAP tax adjustments

(0.01

)

(0.01

)

Non-GAAP net income per diluted share

1.86

2.15

For press releases and other information of interest to investors, please visit Teradyne’s homepage at https://www.teradyne.com.

Contact:

Teradyne, Inc.

Amy McAndrews 978-370-3945

Vice President of Corporate Relations

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- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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