Item 7A: Quantitative and Qualitative Disclosures about Market Risks

Concentration of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, forward currency contracts and accounts receivable. Our cash equivalents consist primarily of money market funds invested in U.S. Treasuries and government agencies. Our fixed income available-for-sale marketable securities have a minimum rating of AA by one or more of the major credit rating agencies. We place forward currency contracts with high credit-quality financial institutions in order to minimize credit risk exposure. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of geographically dispersed customers. We perform ongoing credit evaluations of our customers’ financial condition and from time to time may require customers to provide a letter of credit from a bank to secure accounts receivable. As of December 31, 2025, two customers primarily of our Semiconductor Test segment accounted for approximately 22% and 20%, respectively, of our accounts receivable balance. As of December 31, 2024, two customers of our Semiconductor Test segment each accounted for 10% of our accounts receivable balance.

Exchange Rate Risk Management

We regularly enter into foreign currency forward contracts to hedge the value of our monetary assets and liabilities in Japanese Yen, British Pound, Korean Won, Taiwan Dollar, Singapore Dollar, Euro, Philippine Peso, Chinese Yuan, and Danish Krone. These foreign currency forward contracts have maturities of approximately one month. These contracts are used to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities. We also enter into foreign currency forward contracts to hedge the impact of exchange rates on our revenues in Japanese Yen. These contracts have maturities of less than one year. We do not engage in currency speculation.On January 13, 2025, we entered into a forward to buy 23.7 million Euros which expired on February 3, 2025. On November 7, 2023, in connection with our agreement to acquire 10% investment in Technoprobe S.p.A, we purchased a call option to buy 481.0 million Euros, which expired in April 2024. On April 12, 2024, we entered into a forward to buy 481.0 million Euros, which expired on May 23, 2024.We performed a sensitivity analysis assuming a hypothetical 10% fluctuation in foreign exchange rates to the hedging contracts and the underlying exposures described above. As of December 31, 2025, and 2024, the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows. Interest Rate Risk Management We are exposed to potential losses due to changes in interest rates. Our interest rate exposure is primarily related to short-term and long-term marketable securities. In order to estimate the potential loss due to interest rate risk, a fluctuation in interest rates of 25 basis points was assumed. Market risk for the short and long-term marketable securities was estimated as the potential change in the fair value resulting from a hypothetical change in interest rates for securities contained in the investment portfolio. The potential change in the fair value from changes in interest rates is immaterial as of December 31, 2025, and 2024. Item 8: Financial Statements and Supplementary Data  Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Teradyne, Inc.Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Teradyne, Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of convertible common shares and shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2025 appearing under Item 15(c) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.Revenue Recognition - Certain Products Revenue As described in Note B to the consolidated financial statements, for transactions that do not meet the criteria for over time recognition, the Company recognizes revenue for products at a point in time when shipped or delivered based on contractual terms. The transaction price is the amount of consideration the Company expects to be entitled to in exchange for such products, which is generally at contractually stated prices. The Company’s total products revenue was $2.7 billion for the year ended December 31, 2025, of which a majority relates to certain products revenue.The principal consideration for our determination that performing procedures relating to revenue recognition for certain products revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to revenue recognition for certain of the Company’s products revenue. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition process for certain products revenue. These procedures also included, among others (i) testing the revenue recognized for a sample of certain products revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipment or delivery; (ii) testing the timing of revenue recognized for a sample of certain products revenue transactions that occurred near period end by obtaining and inspecting source documents, such as purchase orders, invoices, and proof of shipment or delivery; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.Annual Goodwill Impairment Assessment – Robotics Reporting UnitAs described in Notes B and N to the consolidated financial statements, the Company’s goodwill balance was $521.0 million as of December 31, 2025, and the goodwill associated with the Robotics reporting unit was $416.4 million. Management assesses goodwill for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. As disclosed by management, potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill. In performing the quantitative goodwill impairment test, management determines the fair value of a reporting unit using the results derived from an income approach and a market approach, equally weighting the fair value determined under each approach. Under the income approach, determining fair value for the Robotics reporting unit required the use of significant judgment by management and included assumptions relating to projected revenue growth rates, projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates. Under the market approach, management estimated the fair value of the Robotics reporting unit by utilizing the market comparable method which is based on revenue multiples from comparable companies.The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Robotics reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Robotics reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth rates, projected EBITDA margins, and the discount rate used in the income approach and revenue multiples from comparable companies used in the market approach; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Robotics reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Robotics reporting unit; (ii) evaluating the appropriateness of the income and market approaches used by management; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue growth rates, projected EBITDA margins, and the discount rate used in the income approach and revenue multiples from comparable companies used in the market approach. Evaluating management’s assumptions related to projected revenue growth rates and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Robotics reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the discount rate and revenue multiples from comparable companies assumptions./s/ PricewaterhouseCoopers LLP Boston, MassachusettsFebruary 19, 2026 We have served as the Company’s auditor since 1968.

Performance Obligations

Products

Teradyne products consist primarily of test systems and instruments and robotics products. Teradyne’s hardware is typically recognized at a point in time upon transfer of control to the customer.

Services

Teradyne services consist of extended warranties, training and application support, service agreements, post contract customer support (“PCS”) and replacement parts. Each service is recognized based on relative standalone selling price. Extended warranty, training and support, service agreements and PCS are recognized over time based on the period of service. Replacement parts are recognized at a point in time upon transfer of control to the customer. Teradyne does not allow customer returns or provide refunds to customers for any products or services. Teradyne products include a standard 12-month warranty. This warranty is not considered a distinct performance obligation because it does not obligate Teradyne to provide a separate service to the customer and it cannot be purchased separately. Cost related to warranties are included in cost of revenues when product revenues are recognized. As of December 31, 2025, and 2024, deferred revenue and customer advances consisted of the following and are included in the short and long-term deferred revenue and customer advances: [Table with ~4 rows, ~10 numbers, and 297 characters.]

Product Warranty

Teradyne generally provides a one-year warranty on its products, commencing upon installation, acceptance or shipment. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience. Related costs are charged to the warranty accrual as incurred. The balance below is included in other accrued liabilities: [Table with ~13 rows, ~17 numbers, and 725 characters.] When Teradyne receives revenue for extended warranties, beyond one year, it is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. The balance below is included in short and long-term deferred revenue and customer advances: [Table with ~10 rows, ~14 numbers, and 574 characters.] Accounts Receivable and Allowance for Credit LossesTrade accounts receivable are recorded at the invoiced amount and do not bear interest. Teradyne maintains allowances for estimated losses resulting from the inability of its customers to make required payments. Estimated allowances for credit losses are reviewed periodically taking into account the customer’s recent payment history, the customer’s current financial statements and other information regarding the customer’s creditworthiness. Account balances are written off against the allowance when it is determined the receivable will not be recovered. Teradyne sells certain trade accounts receivables on a non-recourse basis to third-party financial institutions pursuant to factoring agreements. Teradyne accounts for these transactions as sales of receivables and presents cash proceeds as a cash provided by operating activities in the consolidated statements of cash flows. Total trade accounts receivable sold under the factoring agreements were $43.4 million and $129.0 million during 2025 and 2024, respectively. Factoring fees for the sales of receivables are recorded in interest expense and are not material. Equity Method InvestmentsTeradyne accounts for investments using the equity method of accounting when it has significant influence over the financial and operating policies, but not control, of the investee. The equity method investments are initially recorded at cost and included in ‘Equity method investment’ in the consolidated balance sheet. Teradyne records its share of investee's net income or loss and other comprehensive income, and the amortization of equity method basis difference, calculated as the difference between the investment and the amount of underlying equity in net assets acquired, on a 3-month lag, which is applied consistently from period to period. Teradyne's share of investee's net income and the amortization of equity method basis difference are reported in ‘Equity in net earnings of affiliate’ in the consolidated statement of operations. Teradyne includes its share of investee's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income. Teradyne monitors on an ongoing basis its equity method investments for indicators of other-than-temporary declines in fair value below carrying value. Inventories Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. On a quarterly basis, Teradyne uses consistent methodologies to evaluate all inventories for net realizable value. Teradyne records a provision for both excess and obsolete inventory when such write-downs or write-offs are identified through the quarterly review process. The inventory valuation is based upon assumptions about future demand, product mix and possible alternative uses.Investments Teradyne accounts for its investments in debt and equity securities in accordance with the provisions of ASC 320-10, “Investments—Debt and Equity Securities.” ASC 320-10 requires that certain debt and equity securities be classified into one of three categories; trading, available-for-sale or held-to-maturity securities. On a quarterly basis, Teradyne reviews its investments to identify and evaluate those that have an indication of a potential other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include: •The length of time and the extent to which the market value has been less than cost; •The financial condition and near-term prospects of the issuer; and •The intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. Teradyne uses the market and income approach techniques to value its financial instruments and there were no changes in valuation techniques during the twelve months ended December 31, 2025, and 2024. Teradyne measures its debt and equity investments at fair value, in accordance with ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets as of the reporting date; Level 2: Inputs other than Level 1, that are observable either directly or indirectly as of the reporting date. For example, a common approach for valuing fixed income securities is the use of matrix pricing. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices, and is considered a Level 2 input; or Level 3: Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include Teradyne’s own data. Teradyne’s debt investments are classified as Level 2, and equity investments are classified as Level 1. Financial Assets and Financial Liabilities Teradyne records changes in fair value of equity securities directly in earnings and unrealized gains and losses in other (income) expense, net, in accordance with ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.”

Prepayments

Prepayments consist of the following: [Table with ~5 rows, ~12 numbers, and 315 characters.] Retirement and Postretirement Plans Teradyne recognizes net actuarial gains and losses and the change in the fair value of the plan assets in its operating results in the year in which they occur or upon any interim remeasurement of the plans. Teradyne calculates the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans. Teradyne reports net periodic pension cost and net periodic postretirement benefit costs in accordance with ASU 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The service cost component of net benefit costs is reported in the same line item in the consolidated statement of operations as other employee compensation costs. The non-service components of net benefit costs such as interest cost, expected return on assets, amortization of prior service cost, and actuarial gains or losses, are reported within other (income) expense, net. Goodwill, Intangible and Long-Lived Assets Teradyne accounts for goodwill and intangible assets in accordance with ASC 350-10, “Intangibles-Goodwill and Other.” Intangible assets are amortized over their estimated useful economic life and are carried at cost less accumulated amortization. Goodwill is assessed for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with ASC 350-10, Teradyne has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If Teradyne determines this is the case, Teradyne is required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. If Teradyne determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amounts, a quantitative goodwill impairment test is not required. In accordance with ASC 360-10, “Impairment or Disposal of Long-Lived Assets,” Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flows analysis. The cash flows estimates used to determine the impairment, if any, contain management’s best estimates using appropriate assumptions and projections at that time. Business CombinationsTeradyne recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair value of identifiable intangible assets is based on detailed cash flows valuations that use information and assumptions provided by management. Teradyne uses all pertinent information known at the time of acquisition to estimate the fair value of contingent consideration at the time of the acquisition using all pertinent information known to us at the time to assess the probability of payment of contingent amounts or through the use of a Monte Carlo simulation model. Teradyne allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. The assumptions used in the valuations for our acquisitions may differ materially from actual results depending on performance of the acquired businesses and other factors. While Teradyne believes the assumptions used were appropriate, different assumptions in the valuation of assets acquired and liabilities assumed could have a material impact on the timing and extent of impact on our statements of operations. Goodwill is assigned to reporting units as of the date of the related acquisition.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and depreciated over the estimated useful lives of the assets. Leasehold improvements and major renewals are capitalized and included in property, plant and equipment accounts, while expenditures for maintenance and repairs and minor renewals are charged to expense. When assets are retired, the assets and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Teradyne provides for depreciation of its assets principally on the straight-line method with the cost of the assets being charged to expense over their useful lives as follows: [Table with ~6 rows, ~6 numbers, and 256 characters.] Test systems manufactured internally are used by Teradyne for customer evaluations and manufacturing and support of its customers. Teradyne depreciates the test systems manufactured internally over a six-year life to cost of revenues, engineering and development, and selling and administrative expenses. Teradyne often sells internally manufactured test equipment to customers. Upon the sale of an internally manufactured test system, the net book value of the system is transferred to inventory and expensed as cost of revenues. The net book value of internally manufactured test systems sold in the years ended December 31, 2025, 2024, and 2023 was $25.2 million, $4.0 million, and $2.8 million, respectively. DebtUnder ASC 470 Debt, Teradyne records all borrowings as short-term or long-term debt in the condensed consolidated balance sheet in accordance with Teradyne's ability and intent to repay the debt, as well as the contractual due date. When amounts are drawn on the revolver, interest is accrued and recognized within other accrued liabilities in the condensed consolidated balance sheet and expensed within Other (income) expense, net within the condensed consolidated statement of operations.Teradyne accounts for a convertible debt instrument as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Unsettled shares are recorded in current debt, and there is no recognition of a debt discount, which was previously amortized to interest expense. Settled shares reduce the outstanding debt balance in an amount equal to the cash paid, but do not result in any gain or loss on extinguishment. Teradyne uses the if-converted method in the diluted EPS calculation for convertible instruments. Leases Under ASC 842, a contract is or contains a lease when Teradyne has the right to control the use of an identified asset. Teradyne determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by Teradyne. As of December 31, 2025, Teradyne does not have material leases that have not yet commenced.Teradyne determines if the lease is an operating or finance lease at the lease commencement date based upon the terms of the lease and the nature of the asset. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The lease liability is measured at the present value of future lease payments, discounted using the discount rate for the lease at the commencement date. As Teradyne is typically unable to determine the implicit rate, Teradyne uses an incremental borrowing rate based on the lease term and economic environment at commencement date. Teradyne initially measures payments based on an index by using the applicable rate at lease commencement. Variable payments that do not depend on an index are not included in the lease liability and are recognized as they are incurred. The right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments, and reduced by any lease incentives. Teradyne’s contracts often include non-lease components such as common area maintenance. Teradyne elected the practical expedient to account for the lease and non-lease components as a single lease component. For leases with a term of one year or less, Teradyne has elected not to record the lease asset or liability. Rent is recognized in the consolidated statement of earnings on a straight-line basis over the lease term. Teradyne includes lease costs within cost of revenues and operating expenses. See Note K: “Leases”.Engineering and Development Costs Teradyne’s products are highly technical and require a large and continuing engineering and development effort. Software development costs incurred prior to the establishment of technological feasibility are charged to expense. Software development costs incurred subsequent to the establishment of technological feasibility are capitalized until the product is available for release to customers. To date, the period between achieving technological feasibility and general availability of the product has been short and software development costs eligible for capitalization have not been material. Engineering and development costs are expensed as incurred and consist primarily of salaries, contractor fees including non-recurring engineering charges related to product design, allocated facility costs, depreciation, and tooling costs. Stock Compensation Plans and Employee Stock Purchase Plan Stock-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10, “Compensation-Stock Compensation.” Teradyne elects to account for forfeitures by applying an estimated forfeiture rate and recognizes compensation costs only for those stock-based compensation awards expected to vest. Under its stock compensation plans, Teradyne has granted stock options, restricted stock units and performance-based restricted stock units, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”). Excess tax benefits or tax deficiencies are recognized as a discrete tax benefit or discrete tax expense to the current income tax provision in Teradyne’s consolidated statements of operations, all excess tax benefits related to share-based payments are reported as cash flows from operating activities, and all cash payments made to taxing authorities on the employees’ behalf for withheld shares are presented as financing activities on the statement of cash flows. Income Taxes Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The measurement of deferred tax assets is reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. Teradyne performed the required assessment of positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, “Accounting for Income Taxes.” This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax-planning strategies. Although realization is not assured, based on its assessment, Teradyne concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized.Advertising Costs Teradyne expenses all advertising costs as incurred. Advertising costs were $12.1 million, $16.1 million and $15.5 million in 2025, 2024 and 2023, respectively.Translation of Non-U.S. Currencies The functional currency for all non-U.S. subsidiaries is the U.S. dollar, except for Robotics for which the local currency is its functional currency. All foreign currency denominated monetary assets and liabilities are remeasured on a monthly basis into the functional currency using exchange rates in effect at the end of the period. All foreign currency denominated non-monetary assets and liabilities are remeasured into the functional currency using historical exchange rates. Net foreign exchange gains and losses resulting from remeasurement are included in other (income) expense, net. For Robotics, assets and liabilities are translated into U.S. dollars using exchange rates in effect at the end of the period. Revenues and expense amounts are translated using an average of exchange rates in effect during the period. Translation adjustments are recorded within accumulated other comprehensive income (loss) on the balance sheet. Net foreign exchange gains and losses resulting from remeasurement are included in other (income) expense, net. For the years ended December 31, 2025, 2024 and 2023, losses (gains) from the remeasurement of the monetary assets and liabilities denominated in foreign currencies were $9.5 million, $2.8 million, and $10.9 million, respectively. These amounts do not reflect the corresponding (gains) losses from foreign exchange contracts. See Note J: “Financial Instruments” regarding foreign exchange contracts.Net Income per Common Share Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Except where the result would be anti-dilutive, diluted net income per common share is calculated by dividing net income by the sum of the weighted average number of common shares plus common stock equivalents, if applicable.Comprehensive Income Comprehensive income includes net income, unrealized pension and postretirement prior service costs and benefits, unrealized gains and losses on investments in debt marketable securities, unrealized gains and losses on cash flow hedge and foreign currency translation adjustment. C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSIn December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 –“Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires expanded disclosures relating to the tax rate reconciliation, income taxes paid, income (loss) before income tax expense (benefit) and income tax expense (benefit), requiring a greater disaggregation of information for each. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. Teradyne adopted this guidance on a prospective basis and included the required disclosures in Note U: “Income Taxes.” This ASU has no impact on the results of operations, cash flows, or financial condition.In November 2024, the FASB issued ASU 2024-03 – “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure of additional expense information on an annual and interim basis, including the amounts of inventory purchases, employee compensation, depreciation and intangible amortization included within each income statement expense caption. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Teradyne is currently evaluating the impact of this new standard.In July 2025, the FASB issued ASU 2025-05 – “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The practical expedient permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. Teradyne is currently evaluating the impact of this new standard and does not expect a material impact on its financial statements and related disclosures.D. ACQUISITIONSQuantifi PhotonicsOn May 31, 2025, Teradyne acquired all of the issued and outstanding shares of Quantifi Photonics (“Quantifi”), a privately held company in New Zealand and a leader in photonic integrated circuit (“PIC”) test solutions for a total purchase price of $127.2 million. The acquisition of Quantifi enables Teradyne to deliver scalable PIC test solutions. Teradyne's allocation of the purchase price was goodwill of $83.1 million, which is not deductible for tax purposes, acquired intangible assets of $43.6 million with a weighted average estimated useful life of 10.0 years, and $0.6 million of net tangible assets. The goodwill is attributable to cost synergies, assembled workforce and anticipated incremental revenue streams. The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management's estimates and assumptions. The results of Quantifi have been included in Teradyne's Product Test segment from the date of acquisition. The total purchase price was allocated as follows: [Table with ~10 rows, ~9 numbers, and 460 characters.] Teradyne estimated the fair value of intangible assets using the income and cost approaches. The fair value of Developed technology was estimated using the Multi-Period Excess Earnings Method. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. Components of these intangible assets and their estimated useful lives at the acquisition date are as follows: [Table with ~4 rows, ~8 numbers, and 267 characters.] Teradyne has not separately disclosed Quantifi's standalone contribution to total company revenue or income from operations before income taxes or pro forma financial information because the impact of the acquisition on the condensed consolidated financial statements is not material.

Automated Test Equipment Technology

On January 31, 2025, Teradyne acquired from Infineon Technologies AG (“Infineon”) its automated test equipment technology and associated development team (“AET”) based in Regensburg, Germany for a total purchase price of 17.6 million Euros, equivalent to $18.3 million, subject to customary adjustments. AET adds resources and expertise to Teradyne and strengthens the relationship between Teradyne and Infineon. The AET acquisition was accounted for as a business combination and, accordingly, the results have been included in Teradyne's Semiconductor Test segment from the date of acquisition. As of the acquisition date, Teradyne's purchase price allocation was goodwill of $1.3 million for expected synergies from combining operations, acquired intangible assets of $6.4 million, consisting of developed technology and customer relationships, with a weighted average estimated useful life of 4.6 years, and $10.7 million of net tangible assets, including $11.7 million of inventory. The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management's estimates and assumptions. The acquisition was not material to Teradyne's condensed consolidated financial statements.

E. REVENUE

Disaggregation of Revenue

The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. [Table with ~30 rows, ~126 numbers, and 2884 characters.]

Contract Balances

For the years ended December 31, 2025, 2024 and 2023, Teradyne recognized $81.6 million, $72.7 million and $108.1 million, respectively, that was included within the deferred revenue and customer advances balances at the beginning of the period. This revenue primarily relates to undelivered hardware, extended warranties, training, application support, and post contract support. Each of these represents a distinct performance obligation. As of December 31, 2025, Teradyne had $100.8 million of unsatisfied performance obligations with an original duration greater than one year, of which 51% is expected to be recognized as revenue within the next 12 months.F. DISPOSITIONSOn May 27, 2024, Teradyne completed the sale of the Device Interface Solutions (“DIS”) business, a component of the Semiconductor Test segment, to Technoprobe S.p.A. (“Technoprobe”) for $85.0 million in cash, net of cash and cash equivalents sold, and a customary working capital adjustment. The sale resulted in a pre-tax gain of $57.1 million recorded as 'Gain on sale of business' in the consolidated statement of operations. The transaction did not meet the criteria to be classified as a discontinued operation, as it did not represent a strategic shift that will have a major effect on operations and financial results. G. EQUITY METHOD INVESTMENTOn May 27, 2024, Teradyne paid 483.1 million Euros, equivalent to $524.1 million, to purchase a combination of previously issued and outstanding shares and shares newly issued by Technoprobe, S.p.A. (“Technoprobe”). The shares purchased represent 10% of the issued and outstanding shares of Technoprobe. Teradyne also received a board seat as part of the purchase. Teradyne accounts for this investment using the equity method as a result of being able to exercise significant influence over the operating and financial decisions of Technoprobe.The carrying value of this equity method investment as of December 31, 2025, and December 31, 2024, was $537.1 million and $494.5 million, respectively, in the condensed consolidated balance sheets. For the year ended December 31, 2025, Teradyne recorded a $19.9 million loss related to equity in net earnings of affiliate and an income of $62.5 million of other comprehensive income (loss) related to the equity method investment. For the year ended December 31, 2024, Teradyne recorded a loss of $7.2 million of equity in net earnings of affiliate and a loss of $22.4 million in other comprehensive income (loss) related this investment. Based on the quoted closing price of Technoprobe stock as of December 31, 2025, and December 31, 2024, the fair value of the publicly traded investment was $935.7 million and $389.5 million, respectively. Teradyne's equity method basis difference was calculated as the difference between the investment and the amount of underlying equity in net assets acquired. The basis differences, net of tax, will be amortized over their estimated useful lives.Teradyne made an accounting policy election to report its share of Technoprobe's results on a 3-month lag, which is applied consistently from period to period. Teradyne records its share of Technoprobe's net income or loss and the amortization of equity method basis difference, as 'Equity in net earnings of affiliate' in the consolidated statements of operations. Teradyne includes its share of Technoprobe's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income.

Disaggregation of Revenue

The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. [Table with ~30 rows, ~126 numbers, and 2884 characters.]

Contract Balances

For the years ended December 31, 2025, 2024 and 2023, Teradyne recognized $81.6 million, $72.7 million and $108.1 million, respectively, that was included within the deferred revenue and customer advances balances at the beginning of the period. This revenue primarily relates to undelivered hardware, extended warranties, training, application support, and post contract support. Each of these represents a distinct performance obligation. As of December 31, 2025, Teradyne had $100.8 million of unsatisfied performance obligations with an original duration greater than one year, of which 51% is expected to be recognized as revenue within the next 12 months.F. DISPOSITIONSOn May 27, 2024, Teradyne completed the sale of the Device Interface Solutions (“DIS”) business, a component of the Semiconductor Test segment, to Technoprobe S.p.A. (“Technoprobe”) for $85.0 million in cash, net of cash and cash equivalents sold, and a customary working capital adjustment. The sale resulted in a pre-tax gain of $57.1 million recorded as 'Gain on sale of business' in the consolidated statement of operations. The transaction did not meet the criteria to be classified as a discontinued operation, as it did not represent a strategic shift that will have a major effect on operations and financial results. G. EQUITY METHOD INVESTMENTOn May 27, 2024, Teradyne paid 483.1 million Euros, equivalent to $524.1 million, to purchase a combination of previously issued and outstanding shares and shares newly issued by Technoprobe, S.p.A. (“Technoprobe”). The shares purchased represent 10% of the issued and outstanding shares of Technoprobe. Teradyne also received a board seat as part of the purchase. Teradyne accounts for this investment using the equity method as a result of being able to exercise significant influence over the operating and financial decisions of Technoprobe.The carrying value of this equity method investment as of December 31, 2025, and December 31, 2024, was $537.1 million and $494.5 million, respectively, in the condensed consolidated balance sheets. For the year ended December 31, 2025, Teradyne recorded a $19.9 million loss related to equity in net earnings of affiliate and an income of $62.5 million of other comprehensive income (loss) related to the equity method investment. For the year ended December 31, 2024, Teradyne recorded a loss of $7.2 million of equity in net earnings of affiliate and a loss of $22.4 million in other comprehensive income (loss) related this investment. Based on the quoted closing price of Technoprobe stock as of December 31, 2025, and December 31, 2024, the fair value of the publicly traded investment was $935.7 million and $389.5 million, respectively. Teradyne's equity method basis difference was calculated as the difference between the investment and the amount of underlying equity in net assets acquired. The basis differences, net of tax, will be amortized over their estimated useful lives.Teradyne made an accounting policy election to report its share of Technoprobe's results on a 3-month lag, which is applied consistently from period to period. Teradyne records its share of Technoprobe's net income or loss and the amortization of equity method basis difference, as 'Equity in net earnings of affiliate' in the consolidated statements of operations. Teradyne includes its share of Technoprobe's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income.

H. INVENTORIES

Inventories, net consisted of the following at December 31, 2025, and 2024: [Table with ~3 rows, ~10 numbers, and 198 characters.] Inventory reserves at December 31, 2025, and December 31, 2024, were $151.8 million and $141.4 million, respectively.

I. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consisted of the following at December 31, 2025, and 2024: [Table with ~7 rows, ~20 numbers, and 462 characters.] Depreciation of property, plant and equipment for the years ended December 31, 2025, 2024, and 2023, was $111.4 million, $101.0 million, and $92.1 million, respectively. As of December 31, 2025, and 2024, the gross book value included in machinery and equipment for internally manufactured test systems being leased by customers was $35.1 million and $25.7 million, respectively. As of December 31, 2025, and 2024, the accumulated depreciation on these test systems was $9.2 million and $5.5 million, respectively.

J. FINANCIAL INSTRUMENTS

Cash Equivalents

Teradyne considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.

Marketable Securities

Teradyne’s equity and debt mutual funds are classified as Level 1 and available-for-sale debt securities are classified as Level 2. The vast majority of Level 2 securities are fixed income securities priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities. During the years ended December 31, 2025, and 2024, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments. [Table with ~6 rows, ~15 numbers, and 648 characters.] Unrealized gains and losses on available-for-sale debt securities are included in 'Accumulated other comprehensive income (loss)' in the condensed consolidated balance sheet. The cost of securities sold is based on average cost. The following table sets forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2025, and 2024: [Table with ~27 rows, ~53 numbers, and 1862 characters.] [Table with ~28 rows, ~55 numbers, and 1963 characters.] The carrying amounts and fair values of Teradyne’s financial instruments at December 31, 2025, and 2024 were as follows: [Table with ~6 rows, ~18 numbers, and 506 characters.] The fair values of accounts receivable, net and accounts payable approximate the carrying amount due to the short-term nature of these instruments. The following tables summarize the composition of available-for-sale marketable securities at December 31, 2025, and 2024: [Table with ~5 rows, ~24 numbers, and 692 characters.] Reported as follows: [Table with ~2 rows, ~15 numbers, and 389 characters.] [Table with ~6 rows, ~29 numbers, and 779 characters.] Reported as follows: [Table with ~2 rows, ~15 numbers, and 392 characters.] As of December 31, 2025, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $1.1 million and $38.8 million, respectively. As of December 31, 2024, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $22.6 million and $40.9 million, respectively. Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at December 31, 2025, and 2024 were not other than temporary. The contractual maturities of investments in available-for-sale marketable securities held at December 31, 2025, were as follows: [Table with ~5 rows, ~13 numbers, and 293 characters.] Contractual maturities of investments in available-for-sale marketable securities held at December 31, 2025, exclude debt mutual funds with the fair market value of $14.3 million as they do not have a contractual maturity date.

Derivatives

Teradyne conducts business in various foreign countries, with certain transactions denominated in local currencies. As a result, Teradyne is exposed to risks relating to changes in foreign currency exchange rates. Teradyne’s foreign currency risk management objective is to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, and changes in its cash inflows attributable to the forecasted cash flows from certain foreign currency denominated revenues. To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies. Teradyne also enters into foreign currency forward and option contracts designated as cash flow hedges to hedge the risk of changes in its cash inflows attributable to changes in foreign currency exchange rates. The cash flow hedges have maturities of less than six months and mature in the period of revenue recognition for certain products and services in backlog and forecasted to be recognized in a future period. Teradyne evaluates cash flow hedges for effectiveness at inception based on the critical terms match method. The hedges are not expected to incur any ineffectiveness however a quarterly qualitative assessment of effectiveness is done to determine if the critical terms match method remains appropriate to use. The change in fair value of the contracts is recorded in accumulated other comprehensive income (loss) and reclassified to earnings at maturity date. Teradyne does not use derivative financial instruments for speculative purposes. At December 31, 2025, and 2024, to hedge certain of its local currency balance sheet assets and liabilities, Teradyne had the following contracts to buy and sell non-U.S. currencies for U.S. dollars and other non-U.S. currencies with the following notional amounts: [Table with ~12 rows, ~22 numbers, and 646 characters.] The change in the fair value of the outstanding contracts was a gain of $0.2 million and a loss of $0.6 million, respectively, at December 31, 2025, and 2024. Unrealized gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in other (income) expense, net. At December 31, 2025, and 2024, Teradyne had the following cash flow hedge contracts to buy and sell non-U.S. currencies for U.S. dollars with the following notional amounts: [Table with ~3 rows, ~4 numbers, and 202 characters.] The fair value of the outstanding cash flow hedge contracts was a gain of $0.9 million at December 31, 2024.Unrealized gains and losses on foreign currency cash flow hedge contracts are included in accumulated other comprehensive income (loss). At maturity, the gains or losses associated with cash flow hedge contracts are recorded to revenue. On January 13, 2025, Teradyne entered into a forward to buy 23.7 million Euros which expired on February 3, 2025. For the year ended December 31, 2025, a realized gain of $0.6 million was recorded in Other (income) expense, net, in the consolidated statement of operations.On November 7, 2023, in connection with the agreement to acquire 10% investment in Technoprobe S.p.A, Teradyne purchased a call option to buy 481.0 million Euros. The expiration date of the option was April 26, 2024. On April 12, 2024, Teradyne entered into a forward to buy 481.0 million Euros which expired on May 23, 2024. For the year ended December 31, 2024, a realized loss of $9.8 million was recorded in 'Other (income) expense, net' in the consolidated statement of operations.The following table summarizes the fair value of derivative instruments as of December 31, 2025, and 2024: [Table with ~6 rows, ~9 numbers, and 516 characters.] The following table summarizes the effect of derivative instruments in the statements of operations recognized for the years ended December 31, 2025, 2024, and 2023: [Table with ~6 rows, ~16 numbers, and 664 characters.] (1)The table does not reflect the corresponding gains and losses from the remeasurement of the monetary assets and liabilities denominated in foreign currencies. For the years ended December 31, 2025, 2024 and 2023, net losses from remeasurement of monetary assets and liabilities denominated in foreign currencies were $9.5 million, $2.8 million, and $10.9 million, respectively. See Note L: “Debt” regarding derivatives related to the convertible senior notes.

Concentration of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, forward currency contracts and accounts receivable. Our cash equivalents consist primarily of money market funds invested in U.S. Treasuries and government agencies. Our fixed income available-for-sale marketable securities have a minimum rating of AA by one or more of the major credit rating agencies. Teradyne places forward currency contracts with high credit-quality financial institutions in order to minimize credit risk exposure. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of geographically dispersed customers. Teradyne performs ongoing credit evaluations of our customers’ financial condition and from time to time may require customers to provide a letter of credit from a bank to secure accounts receivable. As of December 31, 2025, two customers of primarily our Semiconductor Test segment accounted for approximately 22% and 20%, respectively, of our accounts receivable balance. As of December 31, 2024, two customers of our Semiconductor Test segment each accounted for 10% of our accounts receivable balance. K. LEASES Teradyne has facility and auto leases, which are accounted for as operating leases. Teradyne’s facility leases are primarily used for administrative functions, research and development, manufacturing, and storage and distribution. Remaining lease terms range from less than one year to ten years.For the years ended December 31, 2025, 2024 and 2023, total lease expense was $40.6 million, $43.6 million, and $42.7 million, respectively, and included $14.9 million, $15.9 million, and $15.5 million, respectively, of variable lease costs and $1.5 million, $1.3 million, and $1.3 million, respectively, of costs related to short-term leases, which are not recorded on the consolidated balance sheets. At December 31, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases was 6.9 years and 5.3%, respectively. At December 31, 2024, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.8 years and 5.5%, respectively. Supplemental cash flows information related to leases was as follows: [Table with ~2 rows, ~9 numbers, and 365 characters.] Maturities of lease liabilities as of December 31, 2025, were as follows: [Table with ~9 rows, ~14 numbers, and 286 characters.] L. DEBT Revolving Credit Facility On May 1, 2020, Teradyne entered into a credit agreement (the “Credit Agreement”) with Truist Bank, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provides for a three-year, senior secured revolving credit facility of $400.0 million (the “Credit Facility”). On December 10, 2021, the Credit Agreement was amended to extend the maturity date of the Credit Facility to December 10, 2026. On October 5, 2022, the Credit Agreement was amended to increase the amount of the Credit Facility to $750.0 million from $400.0 million. On November 7, 2023, the Credit Agreement was amended to allow for the purchase of the shares of Technoprobe.The Credit Agreement provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders the available incremental amount under the Credit Facility, not to exceed the greater of $200.0 million or 15% of consolidated EBIDTA. The interest rate applicable to loans under the Credit Facility are, at Teradyne’s option, equal to either a base rate plus a margin ranging from 0.00% to 0.75% per annum or SOFR plus a margin ranging from 1.10% to 1.85% per annum, based on the consolidated leverage ratio of Teradyne. In addition, Teradyne will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.15% to 0.25% per annum, based on the then applicable consolidated leverage ratio. Teradyne is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Teradyne is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary SOFR breakage costs. The Credit Agreement contains customary events of default, representations, warranties and affirmative and negative covenants that, among other things, limit Teradyne’s ability to sell assets, grant liens on assets, incur other secured indebtedness and make certain investments and restricted payments, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Teradyne to satisfy two financial ratios measured as of the end of each fiscal quarter; a consolidated leverage ratio and an interest coverage ratio. The Credit Facility is guaranteed by certain of Teradyne’s domestic subsidiaries and collateralized by assets of Teradyne and such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries. On September 4, 2025, September 19, 2025 and October 7, 2025, Teradyne borrowed a combined $250.0 million under the Credit Agreement to support the upcoming ramp-up in manufacturing capacity for Semiconductor Test and the strategy to return cash to shareholders through share repurchases, dividends, and inorganic growth opportunities. On December 31, 2025, Teradyne repaid $50.0 million of its borrowings under the Credit Facility, reducing the outstanding balance to $200.0 million as of year-end. The average interest rate on the borrowings outstanding is 4.86%. Teradyne has paid $3.2 million in interest related to its debt from the Credit Facility. On May 16, 2024, Teradyne borrowed $185.0 million under the Credit Agreement to support the acquisition of 10% of the issued and outstanding shares of Technoprobe. Teradyne fully repaid its borrowings under the Credit Facility prior to December 31, 2024, and there was no outstanding revolver balance as of December 31, 2024.As of February 19, 2026, Teradyne was in compliance with all covenants under the Credit Agreement.

Convertible Senior Notes

On December 12, 2016, Teradyne completed a private offering of $460.0 million aggregate principal amount of 1.25% convertible senior unsecured notes (the “Notes”) and received net proceeds, after issuance costs, of approximately $450.8 million, $33.0 million of which was used to pay the net cost of the convertible note hedge transactions and $50.1 million of which was used to repurchase 2.0 million shares of Teradyne’s common stock under its existing stock repurchase program from purchasers of the Notes in privately negotiated transactions effected through one of the initial purchasers or its affiliates conducted concurrently with the pricing of the Note offering. The Notes bore interest at a rate of 1.25% per year payable semiannually in arrears on June 15 and December 15 of each year. The notes matured on December 15, 2023.Concurrent with the offering of the Notes, Teradyne entered into convertible note hedge transactions (the “Note Hedge Transactions”) with the initial purchasers or their affiliates (the “Option Counterparties”). The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the common stock that underlie the Notes. Separately and concurrent with the pricing of the Notes, Teradyne entered into warrant transactions with the Option Counterparties (the “Warrant Transactions”) in which it sold net-share-settled (or, at its election subject to certain conditions, cash-settled) warrants to the Option Counterparties. The Warrant Transactions, which began expiring on March 18, 2024, and continued to expire through July 10, 2024, covered, subject to customary anti-dilution adjustments, approximately 1.3 million shares of common stock. During the year ended December 31, 2024, 14.7 million warrants expired, resulting in the issuance of 10.0 million shares of Teradyne common stock, respectively. As of the final date of expiration, July 10, 2024, the strike price of the warrants was approximately $39.35 per share. The Warrant Transactions resulted in additional shares of Teradyne’s common stock being issued to the extent that the market price per share of Teradyne’s common stock, as measured under the terms of the Warrant Transactions, exceeded the applicable strike price of the warrants. The interest expense on Teradyne's senior notes for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, was as follows: [Table with ~3 rows, ~6 numbers, and 351 characters.]

Cash Equivalents

Teradyne considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.

Marketable Securities

Teradyne’s equity and debt mutual funds are classified as Level 1 and available-for-sale debt securities are classified as Level 2. The vast majority of Level 2 securities are fixed income securities priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities. During the years ended December 31, 2025, and 2024, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments. [Table with ~6 rows, ~15 numbers, and 648 characters.] Unrealized gains and losses on available-for-sale debt securities are included in 'Accumulated other comprehensive income (loss)' in the condensed consolidated balance sheet. The cost of securities sold is based on average cost. The following table sets forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2025, and 2024: [Table with ~27 rows, ~53 numbers, and 1862 characters.] [Table with ~28 rows, ~55 numbers, and 1963 characters.] The carrying amounts and fair values of Teradyne’s financial instruments at December 31, 2025, and 2024 were as follows: [Table with ~6 rows, ~18 numbers, and 506 characters.] The fair values of accounts receivable, net and accounts payable approximate the carrying amount due to the short-term nature of these instruments. The following tables summarize the composition of available-for-sale marketable securities at December 31, 2025, and 2024: [Table with ~5 rows, ~24 numbers, and 692 characters.] Reported as follows: [Table with ~2 rows, ~15 numbers, and 389 characters.] [Table with ~6 rows, ~29 numbers, and 779 characters.] Reported as follows: [Table with ~2 rows, ~15 numbers, and 392 characters.] As of December 31, 2025, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $1.1 million and $38.8 million, respectively. As of December 31, 2024, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $22.6 million and $40.9 million, respectively. Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at December 31, 2025, and 2024 were not other than temporary. The contractual maturities of investments in available-for-sale marketable securities held at December 31, 2025, were as follows: [Table with ~5 rows, ~13 numbers, and 293 characters.] Contractual maturities of investments in available-for-sale marketable securities held at December 31, 2025, exclude debt mutual funds with the fair market value of $14.3 million as they do not have a contractual maturity date.

Derivatives

Teradyne conducts business in various foreign countries, with certain transactions denominated in local currencies. As a result, Teradyne is exposed to risks relating to changes in foreign currency exchange rates. Teradyne’s foreign currency risk management objective is to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, and changes in its cash inflows attributable to the forecasted cash flows from certain foreign currency denominated revenues. To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies. Teradyne also enters into foreign currency forward and option contracts designated as cash flow hedges to hedge the risk of changes in its cash inflows attributable to changes in foreign currency exchange rates. The cash flow hedges have maturities of less than six months and mature in the period of revenue recognition for certain products and services in backlog and forecasted to be recognized in a future period. Teradyne evaluates cash flow hedges for effectiveness at inception based on the critical terms match method. The hedges are not expected to incur any ineffectiveness however a quarterly qualitative assessment of effectiveness is done to determine if the critical terms match method remains appropriate to use. The change in fair value of the contracts is recorded in accumulated other comprehensive income (loss) and reclassified to earnings at maturity date. Teradyne does not use derivative financial instruments for speculative purposes. At December 31, 2025, and 2024, to hedge certain of its local currency balance sheet assets and liabilities, Teradyne had the following contracts to buy and sell non-U.S. currencies for U.S. dollars and other non-U.S. currencies with the following notional amounts: [Table with ~12 rows, ~22 numbers, and 646 characters.] The change in the fair value of the outstanding contracts was a gain of $0.2 million and a loss of $0.6 million, respectively, at December 31, 2025, and 2024. Unrealized gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in other (income) expense, net. At December 31, 2025, and 2024, Teradyne had the following cash flow hedge contracts to buy and sell non-U.S. currencies for U.S. dollars with the following notional amounts: [Table with ~3 rows, ~4 numbers, and 202 characters.] The fair value of the outstanding cash flow hedge contracts was a gain of $0.9 million at December 31, 2024.Unrealized gains and losses on foreign currency cash flow hedge contracts are included in accumulated other comprehensive income (loss). At maturity, the gains or losses associated with cash flow hedge contracts are recorded to revenue. On January 13, 2025, Teradyne entered into a forward to buy 23.7 million Euros which expired on February 3, 2025. For the year ended December 31, 2025, a realized gain of $0.6 million was recorded in Other (income) expense, net, in the consolidated statement of operations.On November 7, 2023, in connection with the agreement to acquire 10% investment in Technoprobe S.p.A, Teradyne purchased a call option to buy 481.0 million Euros. The expiration date of the option was April 26, 2024. On April 12, 2024, Teradyne entered into a forward to buy 481.0 million Euros which expired on May 23, 2024. For the year ended December 31, 2024, a realized loss of $9.8 million was recorded in 'Other (income) expense, net' in the consolidated statement of operations.The following table summarizes the fair value of derivative instruments as of December 31, 2025, and 2024: [Table with ~6 rows, ~9 numbers, and 516 characters.] The following table summarizes the effect of derivative instruments in the statements of operations recognized for the years ended December 31, 2025, 2024, and 2023: [Table with ~6 rows, ~16 numbers, and 664 characters.] (1)The table does not reflect the corresponding gains and losses from the remeasurement of the monetary assets and liabilities denominated in foreign currencies. For the years ended December 31, 2025, 2024 and 2023, net losses from remeasurement of monetary assets and liabilities denominated in foreign currencies were $9.5 million, $2.8 million, and $10.9 million, respectively. See Note L: “Debt” regarding derivatives related to the convertible senior notes.

Concentration of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, forward currency contracts and accounts receivable. Our cash equivalents consist primarily of money market funds invested in U.S. Treasuries and government agencies. Our fixed income available-for-sale marketable securities have a minimum rating of AA by one or more of the major credit rating agencies. Teradyne places forward currency contracts with high credit-quality financial institutions in order to minimize credit risk exposure. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of geographically dispersed customers. Teradyne performs ongoing credit evaluations of our customers’ financial condition and from time to time may require customers to provide a letter of credit from a bank to secure accounts receivable. As of December 31, 2025, two customers of primarily our Semiconductor Test segment accounted for approximately 22% and 20%, respectively, of our accounts receivable balance. As of December 31, 2024, two customers of our Semiconductor Test segment each accounted for 10% of our accounts receivable balance. K. LEASES Teradyne has facility and auto leases, which are accounted for as operating leases. Teradyne’s facility leases are primarily used for administrative functions, research and development, manufacturing, and storage and distribution. Remaining lease terms range from less than one year to ten years.For the years ended December 31, 2025, 2024 and 2023, total lease expense was $40.6 million, $43.6 million, and $42.7 million, respectively, and included $14.9 million, $15.9 million, and $15.5 million, respectively, of variable lease costs and $1.5 million, $1.3 million, and $1.3 million, respectively, of costs related to short-term leases, which are not recorded on the consolidated balance sheets. At December 31, 2025, the weighted average remaining lease term and weighted average discount rate for operating leases was 6.9 years and 5.3%, respectively. At December 31, 2024, the weighted average remaining lease term and weighted average discount rate for operating leases was 5.8 years and 5.5%, respectively. Supplemental cash flows information related to leases was as follows: [Table with ~2 rows, ~9 numbers, and 365 characters.] Maturities of lease liabilities as of December 31, 2025, were as follows: [Table with ~9 rows, ~14 numbers, and 286 characters.] L. DEBT Revolving Credit Facility On May 1, 2020, Teradyne entered into a credit agreement (the “Credit Agreement”) with Truist Bank, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provides for a three-year, senior secured revolving credit facility of $400.0 million (the “Credit Facility”). On December 10, 2021, the Credit Agreement was amended to extend the maturity date of the Credit Facility to December 10, 2026. On October 5, 2022, the Credit Agreement was amended to increase the amount of the Credit Facility to $750.0 million from $400.0 million. On November 7, 2023, the Credit Agreement was amended to allow for the purchase of the shares of Technoprobe.The Credit Agreement provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders the available incremental amount under the Credit Facility, not to exceed the greater of $200.0 million or 15% of consolidated EBIDTA. The interest rate applicable to loans under the Credit Facility are, at Teradyne’s option, equal to either a base rate plus a margin ranging from 0.00% to 0.75% per annum or SOFR plus a margin ranging from 1.10% to 1.85% per annum, based on the consolidated leverage ratio of Teradyne. In addition, Teradyne will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.15% to 0.25% per annum, based on the then applicable consolidated leverage ratio. Teradyne is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Teradyne is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary SOFR breakage costs. The Credit Agreement contains customary events of default, representations, warranties and affirmative and negative covenants that, among other things, limit Teradyne’s ability to sell assets, grant liens on assets, incur other secured indebtedness and make certain investments and restricted payments, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Teradyne to satisfy two financial ratios measured as of the end of each fiscal quarter; a consolidated leverage ratio and an interest coverage ratio. The Credit Facility is guaranteed by certain of Teradyne’s domestic subsidiaries and collateralized by assets of Teradyne and such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries. On September 4, 2025, September 19, 2025 and October 7, 2025, Teradyne borrowed a combined $250.0 million under the Credit Agreement to support the upcoming ramp-up in manufacturing capacity for Semiconductor Test and the strategy to return cash to shareholders through share repurchases, dividends, and inorganic growth opportunities. On December 31, 2025, Teradyne repaid $50.0 million of its borrowings under the Credit Facility, reducing the outstanding balance to $200.0 million as of year-end. The average interest rate on the borrowings outstanding is 4.86%. Teradyne has paid $3.2 million in interest related to its debt from the Credit Facility. On May 16, 2024, Teradyne borrowed $185.0 million under the Credit Agreement to support the acquisition of 10% of the issued and outstanding shares of Technoprobe. Teradyne fully repaid its borrowings under the Credit Facility prior to December 31, 2024, and there was no outstanding revolver balance as of December 31, 2024.As of February 19, 2026, Teradyne was in compliance with all covenants under the Credit Agreement.

Convertible Senior Notes

On December 12, 2016, Teradyne completed a private offering of $460.0 million aggregate principal amount of 1.25% convertible senior unsecured notes (the “Notes”) and received net proceeds, after issuance costs, of approximately $450.8 million, $33.0 million of which was used to pay the net cost of the convertible note hedge transactions and $50.1 million of which was used to repurchase 2.0 million shares of Teradyne’s common stock under its existing stock repurchase program from purchasers of the Notes in privately negotiated transactions effected through one of the initial purchasers or its affiliates conducted concurrently with the pricing of the Note offering. The Notes bore interest at a rate of 1.25% per year payable semiannually in arrears on June 15 and December 15 of each year. The notes matured on December 15, 2023.Concurrent with the offering of the Notes, Teradyne entered into convertible note hedge transactions (the “Note Hedge Transactions”) with the initial purchasers or their affiliates (the “Option Counterparties”). The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the common stock that underlie the Notes. Separately and concurrent with the pricing of the Notes, Teradyne entered into warrant transactions with the Option Counterparties (the “Warrant Transactions”) in which it sold net-share-settled (or, at its election subject to certain conditions, cash-settled) warrants to the Option Counterparties. The Warrant Transactions, which began expiring on March 18, 2024, and continued to expire through July 10, 2024, covered, subject to customary anti-dilution adjustments, approximately 1.3 million shares of common stock. During the year ended December 31, 2024, 14.7 million warrants expired, resulting in the issuance of 10.0 million shares of Teradyne common stock, respectively. As of the final date of expiration, July 10, 2024, the strike price of the warrants was approximately $39.35 per share. The Warrant Transactions resulted in additional shares of Teradyne’s common stock being issued to the extent that the market price per share of Teradyne’s common stock, as measured under the terms of the Warrant Transactions, exceeded the applicable strike price of the warrants. The interest expense on Teradyne's senior notes for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, was as follows: [Table with ~3 rows, ~6 numbers, and 351 characters.]

M. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss), which is presented net of tax, consist of the following: [Table with ~9 rows, ~49 numbers, and 1700 characters.] Reclassifications out of accumulated other comprehensive income (loss) to the statements of operations for the years ended December 31, 2025, 2024, and 2023, were as follows: [Table with ~8 rows, ~19 numbers, and 910 characters.] (a)The amortization of prior service credit is included in the computation of net periodic pension cost and postretirement benefit; see Note R: “Retirement Plans”. N. GOODWILL AND INTANGIBLE ASSETS Goodwill Teradyne performs its annual goodwill impairment test as required under the provisions of ASC 350-10, “Intangibles—Goodwill and Other” on December 31 of each fiscal year unless there are negative qualitative factors relating to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant events and changes during an interim period. The presence of such factors could, under certain circumstances, be a triggering event that causes the Company to perform a goodwill impairment test. Goodwill is considered impaired when the carrying value of a reporting unit exceeds its estimated fair value. At June 29, 2025, the Company identified a triggering event for the Robotics reporting unit and performed an interim impairment test of the related goodwill and long-lived assets, including intangible assets. Based on the analysis performed, Teradyne did not record an impairment.Teradyne has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If Teradyne determines this is the case, Teradyne is required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. In the fourth quarter of 2025, Teradyne performed the annual goodwill impairment test, completing a quantitative assessment for the Robotics reporting unit. Key assumptions used in the goodwill valuation model are projected revenue growth rates, projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, discount rate, and revenue multiples from comparable companies. In performing the quantitative goodwill impairment test, Teradyne determines the fair value of a reporting unit using the results derived from an income approach and a market approach, equally weighting the fair value determined under each approach to determine an estimated fair value for a reporting unit. The income approach is estimated through the discounted cash flows (“DCF”) analysis. Determining fair value requires the exercise of significant judgment, including judgments about appropriate projected revenue growth rates, projected EBITDA margins, discount rates, and the amount and timing of expected future cash flows. Discount rates are based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium. The cash flows employed in the DCF analysis are derived from internal forecasts and external market forecasts. The market approach estimates the fair value of the reporting unit by utilizing the market comparable method which is based on revenue multiples from comparable companies. Although Teradyne concluded that the fair value of the Robotics reporting unit exceeded the carrying value, future changes in the judgments, assumptions, and estimates that are used in the impairment testing for goodwill, including projected revenue growth rates, projected EBITDA margins, discount rate, and revenue multiples from comparable companies, could result in significantly different estimates of the fair value resulting in the reporting unit being impaired in a future period.If Teradyne determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required. At December 31, 2025, Teradyne performed a qualitative assessment for all reporting units other than Robotics. No impairment of any reporting unit was identified as of December 31, 2025. In the fourth quarter of 2024, Teradyne performed the annual goodwill impairment test, completing a quantitative assessment for the Robotics reporting unit and a qualitative assessment for the Wireless Test reporting unit and for a reporting unit within System Test reporting units. There was no impairment as a result of the annual test performed in the fourth quarter of 2024. Key assumptions in the goodwill valuation model are forecasted revenues, discount rate, earnings before interest and taxes, and revenue multiples from comparable companies. The changes in the carrying amount of goodwill by reportable segments for the years ended December 31, 2025, and 2024 are as follows: [Table with ~16 rows, ~46 numbers, and 1216 characters.]

Intangible Assets

Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. There were no events or circumstances indicating that the carrying value of intangible and long-lived assets may not be recoverable in 2025, 2024 and 2023. Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheets: [Table with ~4 rows, ~19 numbers, and 477 characters.] [Table with ~4 rows, ~17 numbers, and 474 characters.] (1)In 2025, $81.8 million of amortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization. Aggregate intangible assets amortization expense for the years ended December 31, 2025, 2024, and 2023, was $15.3 million, $18.8 million, and $19.0 million, respectively. Estimated intangible assets amortization expense for each of the five succeeding fiscal years is as follows: [Table with ~7 rows, ~11 numbers, and 171 characters.] O. COMMITMENTS AND CONTINGENCIES Purchase Commitments As of December 31, 2025, Teradyne had entered into non-cancelable purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $1,473.0 million, of which $1,415.1 million is for less than one year. Legal Claims Teradyne is subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.Guarantees and Indemnification Obligations Teradyne provides indemnification, to the extent permitted by law, to its officers, directors, employees and agents for liabilities arising from certain events or occurrences, while the officer, director, employee, or agent, is or was serving, at Teradyne’s request in such capacity. Teradyne may enter into indemnification agreements with certain of its officers and directors. With respect to acquisitions, Teradyne provides indemnifications to or assumes indemnification obligations for the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies’ by-laws and charter. As a matter of practice, Teradyne has maintained directors’ and officers’ liability insurance coverage including coverage for directors and officers of acquired companies. Teradyne enters into agreements in the ordinary course of business with customers, resellers, distributors, integrators and suppliers. Most of these agreements require Teradyne to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to Teradyne’s products. From time to time, Teradyne also indemnifies customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, breach of confidentiality obligations and environmental claims relating to the use of Teradyne’s products and services or resulting from the acts or omissions of Teradyne, its employees, authorized agents or subcontractors. On occasion, Teradyne has also provided guarantees to customers regarding the delivery and performance of its products in addition to the warranty described below. As a matter of ordinary course of business, Teradyne warrants that its products will substantially perform in accordance with its standard published specifications in effect at the time of delivery. Most warranties have a one-year duration commencing from installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based upon historical experience. When Teradyne receives revenue for extended warranties beyond the standard duration, the revenue is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of December 31, 2025, and 2024, Teradyne had a product warranty accrual of $19.2 million and $13.0 million, respectively, included in other accrued liabilities, and revenue deferrals related to extended warranties of $55.9 million and $41.6 million, respectively, included in short and long-term deferred revenue and customer advances. In addition, in the ordinary course of business, Teradyne provides minimum purchase guarantees to certain vendors to ensure continuity of supply against the market demand. Although some of these guarantees provide penalties for cancellations and/or modifications to the purchase commitments as the market demand decreases, most of the guarantees do not. Therefore, as the market demand decreases, Teradyne re-evaluates these guarantees and determines what charges, if any, should be recorded. With respect to its agreements covering product, business or entity divestitures and acquisitions, Teradyne provides certain representations, warranties and covenants to purchasers and agrees to indemnify and hold such purchasers harmless against breaches of such representations, warranties and covenants. Many of the indemnification claims have a definite expiration date while some remain in force indefinitely. With respect to its acquisitions, Teradyne may, from time to time, assume the liability for certain events or occurrences that took place prior to the date of acquisition. As a matter of ordinary course of business, Teradyne occasionally guarantees certain indebtedness obligations of its subsidiary companies, limited to the borrowings from financial institutions, purchase commitments to certain vendors, and lease commitments to landlords. Based on historical experience and information known as of December 31, 2025, and 2024, except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.

Intangible Assets

Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. There were no events or circumstances indicating that the carrying value of intangible and long-lived assets may not be recoverable in 2025, 2024 and 2023. Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheets: [Table with ~4 rows, ~19 numbers, and 477 characters.] [Table with ~4 rows, ~17 numbers, and 474 characters.] (1)In 2025, $81.8 million of amortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization. Aggregate intangible assets amortization expense for the years ended December 31, 2025, 2024, and 2023, was $15.3 million, $18.8 million, and $19.0 million, respectively. Estimated intangible assets amortization expense for each of the five succeeding fiscal years is as follows: [Table with ~7 rows, ~11 numbers, and 171 characters.] O. COMMITMENTS AND CONTINGENCIES Purchase Commitments As of December 31, 2025, Teradyne had entered into non-cancelable purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $1,473.0 million, of which $1,415.1 million is for less than one year. Legal Claims Teradyne is subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.Guarantees and Indemnification Obligations Teradyne provides indemnification, to the extent permitted by law, to its officers, directors, employees and agents for liabilities arising from certain events or occurrences, while the officer, director, employee, or agent, is or was serving, at Teradyne’s request in such capacity. Teradyne may enter into indemnification agreements with certain of its officers and directors. With respect to acquisitions, Teradyne provides indemnifications to or assumes indemnification obligations for the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies’ by-laws and charter. As a matter of practice, Teradyne has maintained directors’ and officers’ liability insurance coverage including coverage for directors and officers of acquired companies. Teradyne enters into agreements in the ordinary course of business with customers, resellers, distributors, integrators and suppliers. Most of these agreements require Teradyne to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to Teradyne’s products. From time to time, Teradyne also indemnifies customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, breach of confidentiality obligations and environmental claims relating to the use of Teradyne’s products and services or resulting from the acts or omissions of Teradyne, its employees, authorized agents or subcontractors. On occasion, Teradyne has also provided guarantees to customers regarding the delivery and performance of its products in addition to the warranty described below. As a matter of ordinary course of business, Teradyne warrants that its products will substantially perform in accordance with its standard published specifications in effect at the time of delivery. Most warranties have a one-year duration commencing from installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based upon historical experience. When Teradyne receives revenue for extended warranties beyond the standard duration, the revenue is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of December 31, 2025, and 2024, Teradyne had a product warranty accrual of $19.2 million and $13.0 million, respectively, included in other accrued liabilities, and revenue deferrals related to extended warranties of $55.9 million and $41.6 million, respectively, included in short and long-term deferred revenue and customer advances. In addition, in the ordinary course of business, Teradyne provides minimum purchase guarantees to certain vendors to ensure continuity of supply against the market demand. Although some of these guarantees provide penalties for cancellations and/or modifications to the purchase commitments as the market demand decreases, most of the guarantees do not. Therefore, as the market demand decreases, Teradyne re-evaluates these guarantees and determines what charges, if any, should be recorded. With respect to its agreements covering product, business or entity divestitures and acquisitions, Teradyne provides certain representations, warranties and covenants to purchasers and agrees to indemnify and hold such purchasers harmless against breaches of such representations, warranties and covenants. Many of the indemnification claims have a definite expiration date while some remain in force indefinitely. With respect to its acquisitions, Teradyne may, from time to time, assume the liability for certain events or occurrences that took place prior to the date of acquisition. As a matter of ordinary course of business, Teradyne occasionally guarantees certain indebtedness obligations of its subsidiary companies, limited to the borrowings from financial institutions, purchase commitments to certain vendors, and lease commitments to landlords. Based on historical experience and information known as of December 31, 2025, and 2024, except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.

P. NET INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted net income per common share: [Table with ~12 rows, ~35 numbers, and 934 characters.] (1)Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price, multiplied by the number of warrant shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period. (2)Incremental shares from the assumed conversion of the convertible notes was calculated using the difference between the average Teradyne stock price for the period and the conversion price, multiplied by the number of convertible notes shares. The result of this calculation, representing the total intrinsic value of the convertible debt, was divided by the average Teradyne stock price for the period. The computation of diluted net income per common share for 2025 and 2024 excludes the effect of the potential exercise of stock options to purchase approximately 0.1 million shares and restricted stock units to purchase approximately 0.1 million shares because the effect would have been anti-dilutive. Q. RESTRUCTURING AND OTHER During the year ended December 31, 2025, Teradyne recorded $29.4 million of severance charges, $24.3 million of which is related to the Robotics restructuring which impacted approximately 400 employees, $2.0 million of which is related to Product Test and $1.6 million of which is related to Semiconductor Test. During year ended December 31, 2025, Teradyne made $15.3 million of Robotics severance payments. Teradyne expects all Robotics severance payments to be made prior to the end of the third quarter of 2026. Additionally, Teradyne recorded $4.9 million of asset impairment expenses and $2.3 million of acquisition and divestiture expenses. During the year ended December 31, 2024, Teradyne recorded $5.2 million of severance charges related to headcount reductions of 98 people primarily in Robotics and Semiconductor Test, which included charges related to a voluntary early retirement program for employees meeting certain conditions, $3.6 million of acquisition and divestiture expenses, and $1.3 million of charges related to lease terminations.During the year ended December 31, 2023, Teradyne recorded $14.7 million of severance charges related to headcount reductions of 215 people primarily in Semiconductor Test and Robotics, which included charges related to a voluntary early retirement program for employees meeting certain conditions, $3.1 million of acquisition and divestiture expenses related to Technoprobe transaction, a $1.5 million contract termination charge, and a charge of $1.1 million for an increase in environmental liabilities.R. RETIREMENT PLANS ASC 715, “Compensation—Retirement Benefits,” requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by ASC 715. The pension asset or liability represents a difference between the fair value of the pension plan’s assets and the projected benefit obligation at December 31. Teradyne uses a December 31 measurement date for all of its plans. Defined Benefit Pension Plans Teradyne has defined benefit pension plans covering a portion of domestic employees and employees of certain non-U.S. subsidiaries. Benefits under these plans are based on employees’ years of service and compensation. Teradyne’s funding policy is to make contributions to the plans in accordance with local laws and to the extent that such contributions are tax deductible. The assets of these plans consist primarily of fixed income and equity securities. In addition, Teradyne has an unfunded supplemental executive defined benefit plan in the United States to provide retirement benefits in excess of levels allowed by the Employment Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (the “IRC”), as well as unfunded qualified foreign plans. In 2025, Teradyne recognized a non-cash settlement gain of $0.8 million related to lump sum distributions paid to retired or terminated employees. The charge is the result of the aggregate of the cumulative lump sum distributions exceeded the total annual service and interest costs. In addition, Teradyne contributed $3.3 million to the U.S. supplemental executive defined benefit pension plan, and $1.2 million to certain qualified pension plans for non-U.S. subsidiaries. In 2024, Teradyne purchased a group annuity contract for its retiree participants in the U.S. qualified pension plan. Under the group annuity, the accrued pension obligation for 132 retiree participants were transferred to an insurance company. The reduction in the pension benefit obligation and pension assets was $23.4 million. During the year ended December 31, 2024, Teradyne recorded settlement expense of $0.4 million related to the retiree group annuity transaction.In 2025, Teradyne’s projected benefit obligations increased primarily due to $2.9 million acquired plan from AET, actuarial losses of $1.7 million in the U.S. supplemental executive defined benefit plan from decreases in discount rates, and $4.1 million of losses from foreign exchange effects for foreign plans. In 2024, Teradyne’s projected benefit obligations decreased primarily due to the $23.4 million purchase of a group annuity contract for its retiree participants in the U.S. qualified pension plan, actuarial gains of $8.0 million across all pension plans from increases in discount rates, and $2.0 million of gains from foreign exchange effects for foreign plans. The December 31 balances of these defined benefit pension plans assets and obligations are shown below: [Table with ~27 rows, ~65 numbers, and 1810 characters.] The following table provides amounts recorded within the account line items of the statements of financial position as of December 31: [Table with ~4 rows, ~17 numbers, and 432 characters.] The accumulated benefit obligation for the U.S. defined benefit pension plans was $109.0 million and $109.0 million at December 31, 2025, and 2024, respectively. The accumulated benefit obligation for foreign defined benefit pension plans was $33.5 million and $29.1 million at December 31, 2025, and 2024, respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets as of December 31: [Table with ~3 rows, ~12 numbers, and 315 characters.]

Expense

For the years ended December 31, 2025, 2024, and 2023, Teradyne’s net periodic pension cost (income) was comprised of the following: [Table with ~7 rows, ~38 numbers, and 773 characters.]

Weighted Average Assumptions to Determine Net Periodic Pension Cost at January 1:

[Table with ~3 rows, ~21 numbers, and 368 characters.]

Weighted Average Assumptions to Determine Pension Obligations at December 31:

[Table with ~2 rows, ~10 numbers, and 199 characters.] In developing the expected return on plan assets assumption, Teradyne evaluates input from its investment manager and pension consultants, including their forecast of asset class return expectations. Teradyne believes that 5.05% was an appropriate rate to use for fiscal year 2025 for the U.S. Qualified Pension Plan (“U.S. Plan”). Teradyne recognizes net actuarial gains and losses and the change in the fair value of the plan assets in its operating results in the year in which they occur or upon any interim remeasurement of the plans. Teradyne calculates the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans. The discount rate utilized to determine future pension obligations for the U.S. Plan is based on FTSE Pension Index adjusted for the plan’s expected cash flows and was 5.3% at December 31, 2025, down from 5.4% at December 31, 2024.

Plan Assets

As of December 31, 2025, the fair value of Teradyne’s pension plans’ assets totaled $85.8 million, of which $80.6 million was related to the U.S. Plan and $5.2 million was related to foreign defined benefit pension plans in Germany and Taiwan. Substantially all of Teradyne’s pension plans’ assets are held in individual trusts, which were established for the investment of assets of Teradyne’s sponsored retirement plans. The following table provides weighted average pension asset allocation by asset category at December 31, 2025, and 2024: [Table with ~3 rows, ~15 numbers, and 305 characters.] The assets of the U.S. Plan are overseen by the Teradyne Fiduciary Committee which is comprised of members of senior management drawn from appropriate diversified levels of the management team. The Fiduciary Committee is responsible for setting the policy that provides the framework for management of the U.S. Plan assets. In accordance with its responsibilities, the Fiduciary Committee meets on a regular basis to review the performance of the U.S. Plan assets and compliance with the investment policy. The policy sets forth an investment structure for managing U.S. Plan assets, including setting the asset allocation ranges, which are expected to provide an appropriate level of overall diversification required to maximize the long-term return on plan assets for a prudent and reasonable level of risk given prevailing market conditions, total investment return over the long term, and preservation of capital, while maintaining sufficient liquidity to pay the benefits of the U.S. Plan. The investment portfolio will not, at any time, have a direct investment in Teradyne stock. It may have indirect investment in Teradyne stock, if one of the funds selected by the investment manager invests in Teradyne stock. In developing the asset allocation ranges, third party asset allocation studies are periodically performed that consider the current and expected positions of the plan assets and funded status. Based on this study and other appropriate information, the Fiduciary Committee establishes asset allocation ranges taking into account acceptable risk targets and associated returns. The investment return objectives are to avoid excessive volatility and produce a rate of return that at least matches the Policy Index identified below. The manager’s investment performance is reviewed at least annually. Results for the total portfolio and for each major category of assets are evaluated in comparison with appropriate market indices and the Policy Index. The target asset allocation and the index for each asset category for the U.S. Plan, per the investment policy, are as follows: [Table with ~8 rows, ~10 numbers, and 591 characters.] Teradyne’s U.S. Plan invests primarily in common trust funds. Units held in the common trust funds are valued at the unit price as reported by the investment manager based on the asset value of the underlying investments; underlying investments in equity securities are valued at the last reported sales price, and underlying investments in fixed-income securities are generally valued using methods based upon market transactions for comparable securities. During the years ended December 31, 2025, and December 31, 2024, there were no transfers of pension assets in or out of Level 1, Level 2, and Level 3. The fair value of pension plan assets by asset category and by level at December 31, 2025, and December 31, 2024 were as follows: [Table with ~7 rows, ~24 numbers, and 814 characters.] [Table with ~7 rows, ~22 numbers, and 806 characters.]

Contributions

Teradyne’s funding policy is to make contributions to the plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2025, Teradyne contributed $3.3 million to the U.S. supplemental executive defined benefit pension plan and $1.2 million to certain qualified plans for non-U.S. subsidiaries. During 2024, Teradyne contributed $3.1 million to the U.S. supplemental executive defined benefit pension plan and $1.0 million to certain qualified plans for non-U.S. subsidiaries. In 2026, contributions to the U.S. supplemental executive defined benefit pension plan and certain qualified plans from non-U.S. subsidiaries will be approximately $3.6 million and $1.7 million, respectively. Contributions to the U.S. supplemental executive defined benefit pension plan and certain non-U.S. subsidiaries qualified plans will be approximately $7.7 million and $4.1 million, respectively, in 1 to 3 years, $7.4 million and $4.0 million, respectively, in 3 to 5 years and $16.5 million and $10.6 million, respectively, thereafter.

Expected Future Pension Benefit Payments

Future benefit payments are expected to be paid as follows: [Table with ~6 rows, ~18 numbers, and 246 characters.]

Postretirement Benefit Plans

In addition to receiving pension benefits, U.S. Teradyne employees who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne’s Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees’ survivors and are available to all retirees. Substantially all of Teradyne’s current U.S. employees could become eligible for these benefits, and the existing benefit obligation relates primarily to those employees. During the twelve months ended December 31, 2025, and December 31, 2024, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program. The December 31 balances of the postretirement assets and obligations are shown below: [Table with ~17 rows, ~22 numbers, and 728 characters.] The following table provides amounts recorded within the account line items of financial position as of December 31: [Table with ~3 rows, ~8 numbers, and 212 characters.] The following table provides amounts recognized in accumulated other comprehensive income (loss) as of December 31: [Table with ~3 rows, ~8 numbers, and 229 characters.]

Expense

For the years ended December 31, 2025, 2024, and 2023, Teradyne’s net periodic postretirement benefit cost (income) was comprised of the following: [Table with ~12 rows, ~30 numbers, and 900 characters.]

Weighted Average Assumptions to Determine Net Periodic Postretirement Benefit Income as of January 1:

[Table with ~4 rows, ~15 numbers, and 296 characters.]

Weighted Average Assumptions to Determine Postretirement Benefit Obligation as of December 31:

[Table with ~4 rows, ~15 numbers, and 278 characters.]

Contributions

Contributions to the U.S. postretirement benefit plan will be approximately $1.0 million in 2026, $1.4 million in 1 to 3 years, $0.8 million in 3 to 5 years and $1.6 million, thereafter.

Expected Future Benefit Payments

Future benefit payments are expected to be paid as follows: [Table with ~6 rows, ~12 numbers, and 150 characters.] S. STOCK-BASED COMPENSATION Stock Compensation Plans Under Teradyne’s stock compensation plans, Teradyne grants time-based restricted stock units, performance-based restricted stock units and stock options, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”). Service-based restricted stock unit awards granted to employees vest in equal annual installments over four years. Restricted stock unit awards granted to non-employee directors vest after a one-year period, with 100% of the award vesting on the earlier of (a) the first anniversary of the grant date or (b) the date of the following year’s Annual Meeting of Shareholders. Teradyne expenses the cost of the restricted stock unit awards subject to time-based vesting, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse. Performance-based restricted stock units (“PRSUs”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). Teradyne’s three-year TSR performance is measured against the New York Stock Exchange (“NYSE”) Composite Index. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The TSR PRSUs will vest upon the three-year anniversary of the grant date. The TSR PRSUs are valued using a Monte Carlo simulation model. The number of units expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized regardless of the eventual number of units that are earned based upon the market condition, provided the executive officer remains an employee at the end of the three-year period. Compensation expense is reversed if at any time during the three-year service period the executive officer is no longer an employee, subject to the retirement and termination eligibility provisions noted below. PRSUs granted to Teradyne’s executive officers may also have a performance metric based on three-year cumulative non-GAAP profit before interest and tax (“PBIT”) as a percent of Teradyne’s revenue. Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense; and other non-recurring gains and charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The PBIT PRSUs will vest upon the three-year anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized based on the number of units that are earned based upon the three-year Teradyne PBIT as a percent of Teradyne’s revenue, provided the executive officer remains an employee at the end of the three-year period subject to the retirement and termination eligibility provisions noted below. If a PRSU recipient’s employment ends prior to the determination of the performance percentage due to (1) death or (2) after attaining both at least age sixty and at least ten years of service, retirement or termination other than for cause, then all or a portion of the recipient’s PRSUs (based on the actual performance percentage achieved on the determination date) will vest on the date the performance percentage is determined. Except as set forth in the preceding sentence, no PRSUs will vest if the executive officer is no longer an employee at the end of the three-year period. Stock options to purchase Teradyne’s common stock at 100% of the fair market value on the grant date vest in equal annual installments over four years from the grant date and have a maximum term of seven years. On January 22, 2024, the Board enacted the Executive Retirement Policy for Restricted Stock Unit and Option Vesting (the "Retirement Policy"). Under the Retirement Policy, an executive officer that is over the age of 65 and has 10 or more years of service as of the effective date of his or her retirement will be eligible for continued vesting of his or her unvested time-based restricted stock units and stock options granted prior to his or her retirement date. During 2025, 2024 and 2023, Teradyne granted 0.6 million, 0.6 million and 0.5 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $113.70, $96.72, and $102.45, respectively. During 2025, 2024 and 2023, Teradyne granted 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $79.78, $121.29, and $90.50, respectively.During 2025, 2024 and 2023, Teradyne granted 0.1 million of PBIT PRSUs with a grant date fair value of $130.27, $94.51 and $102.91, respectively.During 2025, 2024 and 2023, Teradyne granted 0.1 million TSR PRSUs, with a grant date fair value of $116.74, $102.51, and $139.04, respectively. The fair value was estimated using the Monte Carlo simulation model with the following assumptions: [Table with ~4 rows, ~15 numbers, and 271 characters.] Expected volatility was based on the historical volatility of Teradyne’s stock and the NYSE Composite Index for each of the 2025, 2024 and 2023 grants over the most recent three-year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of each of the grants. Dividend yield was based upon an estimated annual dividend amount of $0.48 per share for 2025, $0.48 per share for 2024, and $0.44 per share for 2023, divided by Teradyne’s weighted average stock price on the grant dates of $118.79 for the 2025 grants, $95.83 for the 2024 grants, and $104.12 for the 2023 grants.During 2025, 2024 and 2023, Teradyne granted 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $46.34, $37.50, and $41.23, respectively. The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions: [Table with ~4 rows, ~15 numbers, and 238 characters.] Teradyne determined the stock options’ expected life based upon historical exercise data for executive officers, the age of the executive officers and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $0.48 per share divided by Teradyne’s weighted average stock price on the grant dates of $119.34 for the 2025 grants, and $0.48 per share divided by Teradyne's stock price on the grant date of $95.14 for the 2024 grant, and $0.44 per share divided by Teradyne’s weighted average stock price on the grant dates of $104.15 for the 2023 grants. Stock compensation plan activity for the years 2025, 2024 and 2023, is as follows: [Table with ~15 rows, ~45 numbers, and 775 characters.] Total shares available for the years 2025, 2024 and 2023: [Table with ~7 rows, ~23 numbers, and 449 characters.] Weighted average restricted stock unit award date fair value information for the years 2025, 2024, and 2023 is as follows: [Table with ~5 rows, ~20 numbers, and 298 characters.] Restricted stock unit awards aggregate intrinsic value information at December 31 for the years 2025, 2024, and 2023 is as follows: [Table with ~3 rows, ~12 numbers, and 210 characters.] Restricted stock units weighted average remaining contractual terms (in years) information at December 31 for the years 2025, 2024 and 2023 is as follows: [Table with ~2 rows, ~9 numbers, and 121 characters.] Weighted average stock options exercise price information for the year ended December 31, 2025, is as follows: [Table with ~7 rows, ~10 numbers, and 251 characters.] The total cash received from employees as a result of employee stock options exercised during the years ended December 31, 2025, 2024 and 2023, was $2.2 million, $6.6 million, and $2.2 million, respectively. In connection with these exercises, the tax benefit realized by Teradyne for the years ended December 31, 2025, 2024 and 2023, was $0.2 million, $0.2 million, and $0.2 million, respectively. Stock option aggregate intrinsic value information for the years ended December 31, 2025, 2024 and 2023 is as follows: [Table with ~4 rows, ~15 numbers, and 258 characters.] Stock options weighted average remaining contractual terms (in years) information at December 31, for the years 2025, 2024 and 2023 is as follows: [Table with ~3 rows, ~12 numbers, and 170 characters.] As of December 31, 2025, total unrecognized expense related to non-vested restricted stock unit awards and stock options was $97.3 million and is expected to be recognized over a weighted average period of 2.6 years.

Employee Stock Purchase Plan

Under the ESPP, eligible employees may purchase shares of common stock through regular payroll deductions of up to 10% of their compensation, to a maximum of shares with a fair market value of $25,000 per calendar year, not to exceed 6,000 shares. Under the plan, the price paid for the common stock is equal to 85% of the stock price on the last business day of the six-month purchase period.In July 2025, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2025 at the price of $76.44 per share. In January 2026, Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2025 at the price of $164.53 per share.In July 2024, 0.1 million shares of common stock were issued to employees who participated in the plan during the first half of 2024 at the price of $126.05 per share. In January 2025, Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2024 at the price of $107.04 per share.In July 2023, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2023 at the price of $94.64 per share. In January 2024, Teradyne issued 0.2 million shares of common stock to employees who participated in the plan during the second half of 2023 at the price of $92.25 per share.As of December 31, 2025, there were 2.9 million shares available for grant under the ESPP. The following table provides the effect to income from operations for recording stock-based compensation for the years ended December 31, 2025, 2024, and 2023: [Table with ~6 rows, ~21 numbers, and 464 characters.] T. SAVINGS PLANTeradyne sponsors a defined contribution employee retirement savings plan (“Savings Plan”) covering substantially all U.S. employees. Under the Savings Plan, employees may contribute up to 20% of their compensation (subject to Internal Revenue Service limitations). The Savings Plan provides for a discretionary employer match that is determined each year. In 2025, 2024 and 2023, Teradyne matched 100% of eligible employee contributions up to 4% of their compensation for employees not accruing benefits in the U.S. Qualified Pension Plan. There was no match for employees still actively accruing benefits in the U.S. Qualified Pension Plan. Teradyne’s contributions vest 25% per year for the first four years of employment, and contributions for those employees with four years of service vest immediately.In addition, Teradyne sponsors an unfunded U.S. Supplemental Savings Plan to provide savings benefits in excess of those allowed by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The provisions of this plan are the same as the Savings Plan. The liability for the U.S. Supplemental Savings Plan at December 31, 2025, and 2024, was $71.7 million and $63.4 million, respectively, and is included in retirement plan liabilities. Teradyne contributes to defined contributions savings plans for its foreign employees. Under Teradyne’s savings plans, amounts charged to the statements of operations for the years ended December 31, 2025, 2024, and 2023 were $31.9 million, $29.7 million, and $30.5 million, respectively.

Expense

For the years ended December 31, 2025, 2024, and 2023, Teradyne’s net periodic pension cost (income) was comprised of the following: [Table with ~7 rows, ~38 numbers, and 773 characters.]

Weighted Average Assumptions to Determine Net Periodic Pension Cost at January 1:

[Table with ~3 rows, ~21 numbers, and 368 characters.]

Weighted Average Assumptions to Determine Pension Obligations at December 31:

[Table with ~2 rows, ~10 numbers, and 199 characters.] In developing the expected return on plan assets assumption, Teradyne evaluates input from its investment manager and pension consultants, including their forecast of asset class return expectations. Teradyne believes that 5.05% was an appropriate rate to use for fiscal year 2025 for the U.S. Qualified Pension Plan (“U.S. Plan”). Teradyne recognizes net actuarial gains and losses and the change in the fair value of the plan assets in its operating results in the year in which they occur or upon any interim remeasurement of the plans. Teradyne calculates the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans. The discount rate utilized to determine future pension obligations for the U.S. Plan is based on FTSE Pension Index adjusted for the plan’s expected cash flows and was 5.3% at December 31, 2025, down from 5.4% at December 31, 2024.

Plan Assets

As of December 31, 2025, the fair value of Teradyne’s pension plans’ assets totaled $85.8 million, of which $80.6 million was related to the U.S. Plan and $5.2 million was related to foreign defined benefit pension plans in Germany and Taiwan. Substantially all of Teradyne’s pension plans’ assets are held in individual trusts, which were established for the investment of assets of Teradyne’s sponsored retirement plans. The following table provides weighted average pension asset allocation by asset category at December 31, 2025, and 2024: [Table with ~3 rows, ~15 numbers, and 305 characters.] The assets of the U.S. Plan are overseen by the Teradyne Fiduciary Committee which is comprised of members of senior management drawn from appropriate diversified levels of the management team. The Fiduciary Committee is responsible for setting the policy that provides the framework for management of the U.S. Plan assets. In accordance with its responsibilities, the Fiduciary Committee meets on a regular basis to review the performance of the U.S. Plan assets and compliance with the investment policy. The policy sets forth an investment structure for managing U.S. Plan assets, including setting the asset allocation ranges, which are expected to provide an appropriate level of overall diversification required to maximize the long-term return on plan assets for a prudent and reasonable level of risk given prevailing market conditions, total investment return over the long term, and preservation of capital, while maintaining sufficient liquidity to pay the benefits of the U.S. Plan. The investment portfolio will not, at any time, have a direct investment in Teradyne stock. It may have indirect investment in Teradyne stock, if one of the funds selected by the investment manager invests in Teradyne stock. In developing the asset allocation ranges, third party asset allocation studies are periodically performed that consider the current and expected positions of the plan assets and funded status. Based on this study and other appropriate information, the Fiduciary Committee establishes asset allocation ranges taking into account acceptable risk targets and associated returns. The investment return objectives are to avoid excessive volatility and produce a rate of return that at least matches the Policy Index identified below. The manager’s investment performance is reviewed at least annually. Results for the total portfolio and for each major category of assets are evaluated in comparison with appropriate market indices and the Policy Index. The target asset allocation and the index for each asset category for the U.S. Plan, per the investment policy, are as follows: [Table with ~8 rows, ~10 numbers, and 591 characters.] Teradyne’s U.S. Plan invests primarily in common trust funds. Units held in the common trust funds are valued at the unit price as reported by the investment manager based on the asset value of the underlying investments; underlying investments in equity securities are valued at the last reported sales price, and underlying investments in fixed-income securities are generally valued using methods based upon market transactions for comparable securities. During the years ended December 31, 2025, and December 31, 2024, there were no transfers of pension assets in or out of Level 1, Level 2, and Level 3. The fair value of pension plan assets by asset category and by level at December 31, 2025, and December 31, 2024 were as follows: [Table with ~7 rows, ~24 numbers, and 814 characters.] [Table with ~7 rows, ~22 numbers, and 806 characters.]

Contributions

Teradyne’s funding policy is to make contributions to the plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2025, Teradyne contributed $3.3 million to the U.S. supplemental executive defined benefit pension plan and $1.2 million to certain qualified plans for non-U.S. subsidiaries. During 2024, Teradyne contributed $3.1 million to the U.S. supplemental executive defined benefit pension plan and $1.0 million to certain qualified plans for non-U.S. subsidiaries. In 2026, contributions to the U.S. supplemental executive defined benefit pension plan and certain qualified plans from non-U.S. subsidiaries will be approximately $3.6 million and $1.7 million, respectively. Contributions to the U.S. supplemental executive defined benefit pension plan and certain non-U.S. subsidiaries qualified plans will be approximately $7.7 million and $4.1 million, respectively, in 1 to 3 years, $7.4 million and $4.0 million, respectively, in 3 to 5 years and $16.5 million and $10.6 million, respectively, thereafter.

Expected Future Pension Benefit Payments

Future benefit payments are expected to be paid as follows: [Table with ~6 rows, ~18 numbers, and 246 characters.]

Postretirement Benefit Plans

In addition to receiving pension benefits, U.S. Teradyne employees who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne’s Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees’ survivors and are available to all retirees. Substantially all of Teradyne’s current U.S. employees could become eligible for these benefits, and the existing benefit obligation relates primarily to those employees. During the twelve months ended December 31, 2025, and December 31, 2024, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program. The December 31 balances of the postretirement assets and obligations are shown below: [Table with ~17 rows, ~22 numbers, and 728 characters.] The following table provides amounts recorded within the account line items of financial position as of December 31: [Table with ~3 rows, ~8 numbers, and 212 characters.] The following table provides amounts recognized in accumulated other comprehensive income (loss) as of December 31: [Table with ~3 rows, ~8 numbers, and 229 characters.]

Expense

For the years ended December 31, 2025, 2024, and 2023, Teradyne’s net periodic postretirement benefit cost (income) was comprised of the following: [Table with ~12 rows, ~30 numbers, and 900 characters.]

Weighted Average Assumptions to Determine Net Periodic Postretirement Benefit Income as of January 1:

[Table with ~4 rows, ~15 numbers, and 296 characters.]

Weighted Average Assumptions to Determine Postretirement Benefit Obligation as of December 31:

[Table with ~4 rows, ~15 numbers, and 278 characters.]

Contributions

Contributions to the U.S. postretirement benefit plan will be approximately $1.0 million in 2026, $1.4 million in 1 to 3 years, $0.8 million in 3 to 5 years and $1.6 million, thereafter.

Expected Future Benefit Payments

Future benefit payments are expected to be paid as follows: [Table with ~6 rows, ~12 numbers, and 150 characters.] S. STOCK-BASED COMPENSATION Stock Compensation Plans Under Teradyne’s stock compensation plans, Teradyne grants time-based restricted stock units, performance-based restricted stock units and stock options, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”). Service-based restricted stock unit awards granted to employees vest in equal annual installments over four years. Restricted stock unit awards granted to non-employee directors vest after a one-year period, with 100% of the award vesting on the earlier of (a) the first anniversary of the grant date or (b) the date of the following year’s Annual Meeting of Shareholders. Teradyne expenses the cost of the restricted stock unit awards subject to time-based vesting, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse. Performance-based restricted stock units (“PRSUs”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). Teradyne’s three-year TSR performance is measured against the New York Stock Exchange (“NYSE”) Composite Index. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The TSR PRSUs will vest upon the three-year anniversary of the grant date. The TSR PRSUs are valued using a Monte Carlo simulation model. The number of units expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized regardless of the eventual number of units that are earned based upon the market condition, provided the executive officer remains an employee at the end of the three-year period. Compensation expense is reversed if at any time during the three-year service period the executive officer is no longer an employee, subject to the retirement and termination eligibility provisions noted below. PRSUs granted to Teradyne’s executive officers may also have a performance metric based on three-year cumulative non-GAAP profit before interest and tax (“PBIT”) as a percent of Teradyne’s revenue. Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense; and other non-recurring gains and charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The PBIT PRSUs will vest upon the three-year anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized based on the number of units that are earned based upon the three-year Teradyne PBIT as a percent of Teradyne’s revenue, provided the executive officer remains an employee at the end of the three-year period subject to the retirement and termination eligibility provisions noted below. If a PRSU recipient’s employment ends prior to the determination of the performance percentage due to (1) death or (2) after attaining both at least age sixty and at least ten years of service, retirement or termination other than for cause, then all or a portion of the recipient’s PRSUs (based on the actual performance percentage achieved on the determination date) will vest on the date the performance percentage is determined. Except as set forth in the preceding sentence, no PRSUs will vest if the executive officer is no longer an employee at the end of the three-year period. Stock options to purchase Teradyne’s common stock at 100% of the fair market value on the grant date vest in equal annual installments over four years from the grant date and have a maximum term of seven years. On January 22, 2024, the Board enacted the Executive Retirement Policy for Restricted Stock Unit and Option Vesting (the "Retirement Policy"). Under the Retirement Policy, an executive officer that is over the age of 65 and has 10 or more years of service as of the effective date of his or her retirement will be eligible for continued vesting of his or her unvested time-based restricted stock units and stock options granted prior to his or her retirement date. During 2025, 2024 and 2023, Teradyne granted 0.6 million, 0.6 million and 0.5 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $113.70, $96.72, and $102.45, respectively. During 2025, 2024 and 2023, Teradyne granted 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $79.78, $121.29, and $90.50, respectively.During 2025, 2024 and 2023, Teradyne granted 0.1 million of PBIT PRSUs with a grant date fair value of $130.27, $94.51 and $102.91, respectively.During 2025, 2024 and 2023, Teradyne granted 0.1 million TSR PRSUs, with a grant date fair value of $116.74, $102.51, and $139.04, respectively. The fair value was estimated using the Monte Carlo simulation model with the following assumptions: [Table with ~4 rows, ~15 numbers, and 271 characters.] Expected volatility was based on the historical volatility of Teradyne’s stock and the NYSE Composite Index for each of the 2025, 2024 and 2023 grants over the most recent three-year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of each of the grants. Dividend yield was based upon an estimated annual dividend amount of $0.48 per share for 2025, $0.48 per share for 2024, and $0.44 per share for 2023, divided by Teradyne’s weighted average stock price on the grant dates of $118.79 for the 2025 grants, $95.83 for the 2024 grants, and $104.12 for the 2023 grants.During 2025, 2024 and 2023, Teradyne granted 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $46.34, $37.50, and $41.23, respectively. The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions: [Table with ~4 rows, ~15 numbers, and 238 characters.] Teradyne determined the stock options’ expected life based upon historical exercise data for executive officers, the age of the executive officers and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $0.48 per share divided by Teradyne’s weighted average stock price on the grant dates of $119.34 for the 2025 grants, and $0.48 per share divided by Teradyne's stock price on the grant date of $95.14 for the 2024 grant, and $0.44 per share divided by Teradyne’s weighted average stock price on the grant dates of $104.15 for the 2023 grants. Stock compensation plan activity for the years 2025, 2024 and 2023, is as follows: [Table with ~15 rows, ~45 numbers, and 775 characters.] Total shares available for the years 2025, 2024 and 2023: [Table with ~7 rows, ~23 numbers, and 449 characters.] Weighted average restricted stock unit award date fair value information for the years 2025, 2024, and 2023 is as follows: [Table with ~5 rows, ~20 numbers, and 298 characters.] Restricted stock unit awards aggregate intrinsic value information at December 31 for the years 2025, 2024, and 2023 is as follows: [Table with ~3 rows, ~12 numbers, and 210 characters.] Restricted stock units weighted average remaining contractual terms (in years) information at December 31 for the years 2025, 2024 and 2023 is as follows: [Table with ~2 rows, ~9 numbers, and 121 characters.] Weighted average stock options exercise price information for the year ended December 31, 2025, is as follows: [Table with ~7 rows, ~10 numbers, and 251 characters.] The total cash received from employees as a result of employee stock options exercised during the years ended December 31, 2025, 2024 and 2023, was $2.2 million, $6.6 million, and $2.2 million, respectively. In connection with these exercises, the tax benefit realized by Teradyne for the years ended December 31, 2025, 2024 and 2023, was $0.2 million, $0.2 million, and $0.2 million, respectively. Stock option aggregate intrinsic value information for the years ended December 31, 2025, 2024 and 2023 is as follows: [Table with ~4 rows, ~15 numbers, and 258 characters.] Stock options weighted average remaining contractual terms (in years) information at December 31, for the years 2025, 2024 and 2023 is as follows: [Table with ~3 rows, ~12 numbers, and 170 characters.] As of December 31, 2025, total unrecognized expense related to non-vested restricted stock unit awards and stock options was $97.3 million and is expected to be recognized over a weighted average period of 2.6 years.

Employee Stock Purchase Plan

Under the ESPP, eligible employees may purchase shares of common stock through regular payroll deductions of up to 10% of their compensation, to a maximum of shares with a fair market value of $25,000 per calendar year, not to exceed 6,000 shares. Under the plan, the price paid for the common stock is equal to 85% of the stock price on the last business day of the six-month purchase period.In July 2025, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2025 at the price of $76.44 per share. In January 2026, Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2025 at the price of $164.53 per share.In July 2024, 0.1 million shares of common stock were issued to employees who participated in the plan during the first half of 2024 at the price of $126.05 per share. In January 2025, Teradyne issued 0.1 million shares of common stock to employees who participated in the plan during the second half of 2024 at the price of $107.04 per share.In July 2023, 0.2 million shares of common stock were issued to employees who participated in the plan during the first half of 2023 at the price of $94.64 per share. In January 2024, Teradyne issued 0.2 million shares of common stock to employees who participated in the plan during the second half of 2023 at the price of $92.25 per share.As of December 31, 2025, there were 2.9 million shares available for grant under the ESPP. The following table provides the effect to income from operations for recording stock-based compensation for the years ended December 31, 2025, 2024, and 2023: [Table with ~6 rows, ~21 numbers, and 464 characters.] T. SAVINGS PLANTeradyne sponsors a defined contribution employee retirement savings plan (“Savings Plan”) covering substantially all U.S. employees. Under the Savings Plan, employees may contribute up to 20% of their compensation (subject to Internal Revenue Service limitations). The Savings Plan provides for a discretionary employer match that is determined each year. In 2025, 2024 and 2023, Teradyne matched 100% of eligible employee contributions up to 4% of their compensation for employees not accruing benefits in the U.S. Qualified Pension Plan. There was no match for employees still actively accruing benefits in the U.S. Qualified Pension Plan. Teradyne’s contributions vest 25% per year for the first four years of employment, and contributions for those employees with four years of service vest immediately.In addition, Teradyne sponsors an unfunded U.S. Supplemental Savings Plan to provide savings benefits in excess of those allowed by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. The provisions of this plan are the same as the Savings Plan. The liability for the U.S. Supplemental Savings Plan at December 31, 2025, and 2024, was $71.7 million and $63.4 million, respectively, and is included in retirement plan liabilities. Teradyne contributes to defined contributions savings plans for its foreign employees. Under Teradyne’s savings plans, amounts charged to the statements of operations for the years ended December 31, 2025, 2024, and 2023 were $31.9 million, $29.7 million, and $30.5 million, respectively.

U. INCOME TAXES

The components of income before income taxes and the provision (benefit) for income taxes as shown in the consolidated statements of operations were as follows: [Table with ~20 rows, ~48 numbers, and 1240 characters.] Income tax expense for 2025, 2024 and 2023 totaled $79.3 million, $59.5 million, and $76.8 million, respectively. The effective tax rate for 2025, 2024 and 2023 was 12.1%, 9.8% and 14.6%, respectively.At December 31, 2025, Teradyne’s remaining tax liability resulting from the U.S. one-time transition tax on the mandatory deemed repatriation of foreign earnings amounts to $24.6 million which will be paid in 2026.The increase in the effective rate from 2024 to 2025 is primarily attributable to decreases in benefits related to reserves for uncertain tax positions, foreign tax credits and U.S. research and development tax credits. This increase was partially offset by a shift in the geographic distribution of income which resulted in a reduction of income in higher tax rate jurisdictions.The decrease in the effective tax rate from 2023 to 2024 is primarily attributable to a shift in the geographic distribution of income which resulted in a reduction in income in higher tax rate foreign jurisdictions, the benefit of the release of reserves for uncertain tax positions as a result of the expiration of statute and a decrease in non-deductible officer’s compensation. These rate benefits were partially offset by reductions in benefits from foreign tax credits, U.S. research and development credits and the U.S. foreign derived intangible income deduction. A reconciliation of the effective tax rate for the years 2025, 2024 and 2023 is as follows: [Table with ~19 rows, ~26 numbers, and 968 characters.] [Table with ~11 rows, ~25 numbers, and 615 characters.] In 2025, state and local income taxes in California comprise the majority of the state and local income taxes, net of federal effect category.Teradyne qualifies for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2025, 2024 and 2023 were $21.6 million or $0.14 per diluted share, $17.1 million or $0.10 per diluted share, and $1.4 million or $0.01 per diluted share, respectively. In December 2025, Teradyne entered into an agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2025. The new tax holiday is scheduled to expire on December 31, 2035. Significant components of Teradyne’s deferred tax assets (liabilities) as of December 31, 2025, and 2024 were as follows: [Table with ~25 rows, ~46 numbers, and 1214 characters.] As of December 31, 2025, and 2024, Teradyne evaluated the likelihood that it would realize deferred income taxes to offset future taxable income and concluded that it is more likely than not that the majority of its deferred tax assets will be realized through consideration of both the positive and negative evidence. At December 31, 2025, and 2024, Teradyne maintained a valuation allowance for certain deferred tax assets of $124.1 million and $117.3 million, respectively, primarily related to state net operating losses and state tax credit carryforwards, due to the uncertainty regarding their realization. Adjustments could be required in the future if Teradyne estimates that the amount of deferred tax assets to be realized is more or less than the net amount recorded. At December 31, 2025, Teradyne had tax effected operating loss carryforwards that expire in the following years: [Table with ~10 rows, ~23 numbers, and 498 characters.] Teradyne has approximately $166.1 million of tax credit carryforwards including federal business tax credits of approximately $3.3 million which expire in 2028 through 2034, and state tax credits of $162.8 million, of which $86.0 million do not expire and the remainder expire in the years 2026 through 2044. Teradyne’s gross unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 were as follows: [Table with ~8 rows, ~17 numbers, and 492 characters.] Current year reductions relate to research and development credits. Additions for prior years relate to net operating loss carryforwards.Of the $6.9 million of unrecognized tax benefits as of December 31, 2025, $1.5 million would impact the consolidated income tax rate if ultimately recognized. The remaining $5.4 million would impact deferred taxes if recognized.Teradyne records all interest and penalties related to income taxes as a component of income tax expense. Accrued interest and penalties related to income tax items at December 31, 2025, and 2024 amounted to $0.3 million and $0.3 million, respectively. For the years ended December 31, 2025, 2024 and 2023, expense of $0 million, benefit of $1.0 million, and expense of $0.9 million, respectively, was recorded for interest and penalties related to income tax items. Teradyne’s cash paid for income taxes years ended December 31, 2025, 2024 and 2023 were as follows: [Table with ~7 rows, ~7 numbers, and 252 characters.] 2024     2023  

    (in thousands)  

Cash paid for income taxes   $ 121,428     $ 140,239 Teradyne is subject to U.S. federal income tax, as well as income tax in multiple state, local and foreign jurisdictions. As of December 31, 2025, all material state and local income tax matters have been concluded through 2020, all material federal income tax matters have been concluded through 2021 and all material foreign income tax matters have been concluded through 2017. However, in some jurisdictions, including the United States, operating losses and tax credits may be subject to adjustment until such time as they are utilized and the year of utilization is closed to adjustment.As of December 31, 2025, Teradyne is not permanently reinvested with respect to the unremitted earnings of non-U.S. subsidiaries to the extent that those earnings exceed local statutory and operational requirements. Remittance of those earnings is not expected to result in material income tax.On July 4, 2025, the One Big Beautiful Bill Act (OBBBA, P.L. 119-21) was enacted, introducing significant changes to U.S. federal income tax law. Key provisions include the permanent extension of 100% bonus depreciation, immediate expensing of research and experimental expenditures, and modifications to the deduction for business interest expense. The OBBBA also reduces the deduction rates for taxation of foreign income and taxation of income from export sales. The OBBBA did not have a material impact on the consolidated financial statements for the year ended December 31, 2025.V. SEGMENT, GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION As of December 31, 2024, Teradyne had two reportable segments (Semiconductor Test and Robotics) and four operating segments (Semiconductor Test, System Test, Wireless Test, and Robotics). Effective March 2025, Teradyne's Chief Operating Decision Maker (“CODM”) (Teradyne's Chief Executive Officer) placed Regan Mills as President, Product Test, which as of that date included Production Board Test, Defense/Aerospace, and Wireless Test. As noted in Note D: “Acquisitions” and based on the underlying business activities and established reporting structure, upon acquisition, PIC Testing was aggregated into Product Test. As a result, Teradyne has three reportable segments (Semiconductor Test, Robotics, and Product Test). As of December 31, 2025, each of Teradyne's reportable segments represents an individual operating segment. All prior period disclosures have been recast to conform to the current segment structure and presentation requirements.The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services inclusive of storage and system level test products. The Robotics segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms and autonomous mobile robots. The Product Test segment includes operations related to the design, manufacturing and marketing of products and services for defense/aerospace test, circuit-board test, wireless test systems, and silicon photonics testing. Each reportable segment has a segment manager who is accountable to and maintains regular contact with Teradyne’s CODM to discuss operating activities, financial results, forecasts, and plans for the segment.The CODM uses business segment income (loss) before income taxes predominantly in the annual budgeting and forecasting process. The CODM also uses this measure when making decisions about the allocation of operating and capital resources to each segment. The accounting policies of the business segments are the same as those described in Note B: “Accounting Policies.” Segment information for the years ended December 31, 2025, 2024 and 2023 is as follows: [Table with ~36 rows, ~173 numbers, and 3568 characters.] (1)For each reportable segment, the other segment items category includes equity and variable compensation, acquired intangible assets amortization, and restructuring and other charges.(2)Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, acquired intangible amortization, gain on the sale of a business, retirement plan gains (losses), legal and environmental fees, acquisition and divestiture related expenses, contract termination settlement charge, and an expense for the modification of outstanding equity awards.(3)Total assets are attributable to each segment. In 2023, Semiconductor Test includes $34.8 million of total assets classified as assets held for sale. Corporate assets consist of cash and cash equivalents, marketable securities and certain other assets. Information as to Teradyne’s revenues by country is as follows: [Table with ~12 rows, ~40 numbers, and 726 characters.] (1)Revenues attributable to a country are based on location of customer site. Teradyne typically has a specifying customer such as an OEM, IDM, or Fabless company, who chooses platforms and drives demand, and a purchasing customer who actually places the order and receives the equipment. In different cases, the specifying and purchasing customers have more influence in the purchase decision. In 2025, we had two customers who specified greater than 10% of our consolidated revenues and one additional customer who directly purchased more than 10% of our consolidated revenues. The two specifying customers were both customers of our Semiconductor Test and Product Test segments and drove 12% and 10% of consolidated revenues. The additional direct customer, a customer of our Semiconductor Test segment, accounted for 19% of consolidated revenues including certain revenues specified by other customers. In 2024, we estimate one customer of the Semiconductor Test and Wireless Test segments, specified approximately 13% of consolidated revenues. In 2023, one customer of our Semiconductor Test segment accounted for approximately 10% of consolidated revenues. Long-lived assets by geographic area: [Table with ~2 rows, ~9 numbers, and 185 characters.] (1)As of December 31, 2025, and December 31, 2024, long-lived assets attributable to Denmark were $95.9 million and $85.1 million, respectively. As of December 31, 2025, and December 31, 2024, long-lived assets attributable to Singapore were $65.0 and $74.8 million, respectively. W. STOCK REPURCHASE PROGRAM In January 2023, Teradyne’s Board of Directors cancelled the January 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. In 2025, Teradyne repurchased 6.3 million shares of common stock for a total cost of $708.7 million at an average price of $112.21 per share. In 2024, Teradyne repurchased 1.7 million shares of common stock for $199.4 million at an average price of $114.63 per share. The cumulative repurchases under the January 2023 repurchase program as of December 31, 2025, were 12.0 million shares of common stock for $1,308.6 million at an average price per share of $109.38.The total cost of shares acquired includes commissions and related excise tax and is recorded as a reduction to retained earnings. X. SUBSEQUENT EVENTS In January 2026, Teradyne’s Board of Directors declared a quarterly cash dividend of $0.13 per share to be paid on March 13, 2026 to shareholders of record as of February 13, 2026.While Teradyne declared a quarterly cash dividend and authorized a share repurchase program, it may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of Teradyne’s Board of Directors which will consider, among other things, Teradyne’s earnings, capital requirements and financial condition.On January 29, 2026, Teradyne and MultiLane, a leading high-speed input/output (“I/O”) test and measurement company, announced an agreement to form a joint venture, MultiLane Test Products (“MLTP”). MLTP is being formed to serve the growing demand from the AI Data Center equipment market by accelerating the development of test solutions for critical high speed data connections. Under the agreement, MultiLane will contribute all the assets related to its test and measurement business to the joint venture and Teradyne will invest in approximately $157 million in exchange for 75% ownership of MLTP. This transaction is expected to close in the first half of 2026 and is subject to customary closing conditions. SUPPLEMENTARY INFORMATION (Unaudited) Item 9: Changes in and disagreements with accountants on accounting and financial disclosure None.Item 9A: Controls and procedures Disclosure Controls and Procedures As of the end of the period covered by this report, our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report which is included under Item 8 of this Annual Report.Inherent Limitations on Effectiveness of Controls Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Item 9B: Other Information Our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Section 16 Officers”) and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” During our fiscal quarter ended December 31, 2025, the following Section 16 Officers or directors adopted, modified or terminated Rule 10b5-1 trading plans:Reagan Mills, President of Product TestReagan Mills, the President of our Product Test Division, entered into a new Rule 10b5-1 trading plan on November 11, 2025. The Rule 10b5-1 trading plan provides that Mr. Mills, acting through a broker, may sell up to an aggregate of 1,517 shares. Subject to price limits, the first trade under Mr. Mills' Rule 10b5-1 trading plan is scheduled for February 25, 2026. Mr. Mills' plan is scheduled to terminate on April 6, 2026, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Mills or the broker, or as otherwise provided in the plan.