--- ticker: TER company: Teradyne Inc. filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 17 risks_removed: 18 risks_modified: 60 risks_unchanged: 44 source: SEC EDGAR url: https://riskdiff.com/ter/2026-vs-2025/ markdown_url: https://riskdiff.com/ter/2026-vs-2025/index.md generated: 2026-06-01 --- # Teradyne Inc.: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 17 | | Risks removed | 18 | | Risks modified | 60 | | Unchanged | 44 | --- ## New in Current Filing: Business Combinations We recognize 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 flow valuations that use information and assumptions provided by management, for example, revenue growth rates, customer attrition rates, and discount rate. We allocate 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 we believe 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. --- ## New in Current Filing: (in millions) Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## New in Current Filing: (in millions) Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## New in Current Filing: (in millions) Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## New in Current Filing: (in millions) Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## New in Current Filing: Recently Issued Accounting Pronouncements For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note C: "Recently Issued Accounting Pronouncements," of this Form 10-K. Item 7A: Quantitative and Qualitative Disclosures about Market Risks --- ## New in Current Filing: 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 Unit As 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 38 38 Table of Contents Table of Contents Table of Contents 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. 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 PricewaterhouseCoopers LLP Boston, Massachusetts Boston, Massachusetts February 19, 2026 We have served as the Company's auditor since 1968. 39 39 Table of Contents Table of Contents Table of Contents TERADYNE, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 (in thousands, except per share amount) ASSETS Current assets: Cash and cash equivalents $ 293,751 $ 553,354 Marketable securities 28,247 46,312 Accounts receivable, less allowance for credit losses of $2,410 and $2,111 at December 31, 2025 and December 31, 2024, respectively 786,913 471,426 Inventories, net 379,552 298,492 Prepayments 427,564 429,086 Other current assets 33,273 17,727 Total current assets 1,949,300 1,816,397 Property, plant and equipment, net 562,999 508,171 Operating lease right-of-use assets, net 76,635 70,185 Marketable securities 126,256 124,121 Deferred tax assets 275,265 222,438 Retirement plans assets 12,059 11,994 Equity method investment 537,098 494,494 Other assets 71,697 49,620 Acquired intangible assets, net 51,271 15,927 Goodwill 521,019 395,367 Total assets $ 4,183,599 $ 3,708,714 LIABILITIES Current liabilities: Accounts payable $ 269,185 $ 134,792 Accrued employees' compensation and withholdings 254,973 204,991 Deferred revenue and customer advances 153,124 107,710 Other accrued liabilities 111,845 90,777 Operating lease liabilities 19,340 18,699 Short-term debt 200,000 - Income taxes payable 106,740 67,610 Total current liabilities 1,115,207 624,579 Retirement plans liabilities 144,874 133,338 Long-term deferred revenue and customer advances 50,888 40,505 Deferred tax liabilities 5,378 1,038 Long-term other accrued liabilities 7,601 7,442 Long-term operating lease liabilities 63,899 57,922 Long-term income taxes payable - 24,596 Total liabilities 1,387,847 889,420 Commitments and contingencies (Note O) SHAREHOLDERS' EQUITY Common stock, $0.125 par value, 1,000,000 shares authorized; 156,088 and 161,722 shares issued and outstanding at December 31, 2025, and December 31, 2024, respectively 19,511 20,215 Additional paid-in capital 1,989,911 1,909,538 Accumulated other comprehensive loss 41,895 (81,220 ) Retained earnings 744,435 970,761 Total shareholders' equity 2,795,752 2,819,294 Total liabilities and shareholders' equity $ 4,183,599 $ 3,708,714 The accompanying notes are an integral part of the consolidated financial statements. --- ## New in Current Filing: (in thousands) Net income $ 554,047 $ 542,372 $ 448,752 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, and $0, respectively 122,617 (52,847 ) 17,407 Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $255, $(470), and $568, respectively 1,147 (1,699 ) 2,423 Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $27, $24, and $12, respectively 89 86 44 1,236 (1,613 ) 2,467 Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $(109), $593, and $1,537, respectively (381 ) 2,100 5,464 Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $(100), $(527), and $(686), respectively (350 ) (1,875 ) (2,441 ) (731 ) 225 3,023 Defined benefit post-retirement plan: Amortization of prior service credit, net of tax of $(2), $(2), and $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) 123,115 (54,242 ) 22,890 Comprehensive income $ 677,162 $ 488,130 $ 471,642 The accompanying notes are an integral part of the consolidated financial statements. 42 42 Table of Contents Table of Contents Table of Contents TERADYNE, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE COMMON SHARES AND SHAREHOLDERS' EQUITY Shareholders' Equity CommonStock Shares CommonStockPar Value AdditionalPaid-inCapital AccumulatedOtherComprehensiveIncome (loss) RetainedEarnings TotalShareholders'Equity Year Ended December 31, 2022 155,759 $ 19,470 $ 1,755,963 $ (49,868 ) $ 725,729 2,451,294 Net issuance of common stock under stock-based plans 848 106 13,371 13,477 Stock-based compensation expense 57,940 57,940 Repurchase of common stock (3,909 ) (489 ) (400,040 ) (400,529 ) Cash dividends ($0.44 per share) (67,927 ) (67,927 ) Settlements of convertible notes 1,072 133 (133 ) - Exercise of convertible notes hedge call options (1,072 ) (133 ) 133 - Net income 448,752 448,752 Other comprehensive income (loss) 22,890 22,890 Year Ended December 31, 2023 152,698 $ 19,087 $ 1,827,274 $ (26,978 ) $ 706,514 $ 2,525,897 Net issuance of common stock under stock-based plans 728 91 23,137 23,228 Stock-based compensation expense 60,397 60,397 Warrant exercises 10,036 1,254 (1,270 ) (16 ) Repurchase of common stock (1,740 ) (217 ) (201,666 ) (201,883 ) Cash dividends ($0.48 per share) (76,459 ) (76,459 ) Net income 542,372 542,372 Other comprehensive income (loss) (54,242 ) (54,242 ) Year Ended December 31, 2024 161,722 $ 20,215 $ 1,909,538 $ (81,220 ) $ 970,761 $ 2,819,294 Net issuance of common stock under stock-based plans 682 85 16,074 16,159 Stock-based compensation expense 64,299 64,299 Repurchase of common stock (6,316 ) (789 ) (704,025 ) (704,814 ) Cash dividends ($0.48 per share) (76,348 ) (76,348 ) Net income 554,047 554,047 Other comprehensive income (loss) 123,115 123,115 Year Ended December 31, 2025 156,088 $ 19,511 $ 1,989,911 $ 41,895 $ 744,435 $ 2,795,752 The accompanying notes are an integral part of the consolidated financial statements. --- ## New in Current Filing: Year Ended December 31, 2024 161,722 $ 20,215 $ 1,909,538 $ (81,220 ) $ 970,761 $ 2,819,294 Net issuance of common stock under stock-based plans 682 85 16,074 16,159 Stock-based compensation expense 64,299 64,299 Repurchase of common stock (6,316 ) (789 ) (704,025 ) (704,814 ) Cash dividends ($0.48 per share) (76,348 ) (76,348 ) Net income 554,047 554,047 Other comprehensive income (loss) 123,115 123,115 --- ## New in Current Filing: (in thousands) Net income $ 554,047 $ 542,372 $ 448,752 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, and $0, respectively 122,617 (52,847 ) 17,407 Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $255, $(470), and $568, respectively 1,147 (1,699 ) 2,423 Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $27, $24, and $12, respectively 89 86 44 1,236 (1,613 ) 2,467 Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $(109), $593, and $1,537, respectively (381 ) 2,100 5,464 Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $(100), $(527), and $(686), respectively (350 ) (1,875 ) (2,441 ) (731 ) 225 3,023 Defined benefit post-retirement plan: Amortization of prior service credit, net of tax of $(2), $(2), and $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) 123,115 (54,242 ) 22,890 Comprehensive income $ 677,162 $ 488,130 $ 471,642 The accompanying notes are an integral part of the consolidated financial statements. 42 42 Table of Contents Table of Contents Table of Contents TERADYNE, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE COMMON SHARES AND SHAREHOLDERS' EQUITY Shareholders' Equity CommonStock Shares CommonStockPar Value AdditionalPaid-inCapital AccumulatedOtherComprehensiveIncome (loss) RetainedEarnings TotalShareholders'Equity Year Ended December 31, 2022 155,759 $ 19,470 $ 1,755,963 $ (49,868 ) $ 725,729 2,451,294 Net issuance of common stock under stock-based plans 848 106 13,371 13,477 Stock-based compensation expense 57,940 57,940 Repurchase of common stock (3,909 ) (489 ) (400,040 ) (400,529 ) Cash dividends ($0.44 per share) (67,927 ) (67,927 ) Settlements of convertible notes 1,072 133 (133 ) - Exercise of convertible notes hedge call options (1,072 ) (133 ) 133 - Net income 448,752 448,752 Other comprehensive income (loss) 22,890 22,890 Year Ended December 31, 2023 152,698 $ 19,087 $ 1,827,274 $ (26,978 ) $ 706,514 $ 2,525,897 Net issuance of common stock under stock-based plans 728 91 23,137 23,228 Stock-based compensation expense 60,397 60,397 Warrant exercises 10,036 1,254 (1,270 ) (16 ) Repurchase of common stock (1,740 ) (217 ) (201,666 ) (201,883 ) Cash dividends ($0.48 per share) (76,459 ) (76,459 ) Net income 542,372 542,372 Other comprehensive income (loss) (54,242 ) (54,242 ) Year Ended December 31, 2024 161,722 $ 20,215 $ 1,909,538 $ (81,220 ) $ 970,761 $ 2,819,294 Net issuance of common stock under stock-based plans 682 85 16,074 16,159 Stock-based compensation expense 64,299 64,299 Repurchase of common stock (6,316 ) (789 ) (704,025 ) (704,814 ) Cash dividends ($0.48 per share) (76,348 ) (76,348 ) Net income 554,047 554,047 Other comprehensive income (loss) 123,115 123,115 Year Ended December 31, 2025 156,088 $ 19,511 $ 1,989,911 $ 41,895 $ 744,435 $ 2,795,752 The accompanying notes are an integral part of the consolidated financial statements. --- ## New in Current Filing: Quantifi Photonics On May 31, 2025, Teradyne acquired all of the issued and outstanding shares of Quantifi Photonics ("Quantifi"), a privately held company in New Zealand and a leader in photonic integrated circuit ("PIC") test solutions for a total purchase price of $127.2 million. The acquisition of Quantifi enables Teradyne to deliver scalable PIC test solutions. Teradyne's allocation of the purchase price was goodwill of $83.1 million, which is not deductible for tax purposes, acquired intangible assets of $43.6 million with a weighted average estimated useful life of 10.0 years, and $0.6 million of net tangible assets. The goodwill is attributable to cost synergies, assembled workforce and anticipated incremental revenue streams. The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management's estimates and assumptions. The results of Quantifi have been included in Teradyne's Product Test segment from the date of acquisition. May 31, 2025 10.0 52 52 Table of Contents Table of Contents Table of Contents The total purchase price was allocated as follows: Purchase Price Allocation (in thousands) Goodwill $ 83,068 Intangible Assets 43,600 Tangible assets acquired and liabilities assumed: Current assets 6,148 Long-term deferred tax assets 6,271 Other non-current assets 2,516 Accounts payable and current liabilities (1,609 ) Long-term deferred tax liabilities (12,208 ) Other long-term liabilities (548 ) Total purchase price $ 127,238 Teradyne estimated the fair value of intangible assets using the income and cost approaches. The fair value of Developed technology was estimated using the Multi-Period Excess Earnings Method. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. Components of these intangible assets and their estimated useful lives at the acquisition date are as follows: Fair Value Estimated Useful Life (in thousands) (in years) Developed technology $ 38,600 10.0 Trademarks and tradenames 4,400 10.0 Customer relationships 600 8.0 Total Intangible Assets $ 43,600 10.0 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 TechnologyOn 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. The total purchase price was allocated as follows: Purchase Price Allocation (in thousands) Goodwill $ 83,068 Intangible Assets 43,600 Tangible assets acquired and liabilities assumed: Current assets 6,148 Long-term deferred tax assets 6,271 Other non-current assets 2,516 Accounts payable and current liabilities (1,609 ) Long-term deferred tax liabilities (12,208 ) Other long-term liabilities (548 ) Total purchase price $ 127,238 Teradyne estimated the fair value of intangible assets using the income and cost approaches. The fair value of Developed technology was estimated using the Multi-Period Excess Earnings Method. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. Components of these intangible assets and their estimated useful lives at the acquisition date are as follows: Fair Value Estimated Useful Life (in thousands) (in years) Developed technology $ 38,600 10.0 Trademarks and tradenames 4,400 10.0 Customer relationships 600 8.0 Total Intangible Assets $ 43,600 10.0 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 TechnologyOn 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. The total purchase price was allocated as follows: Purchase Price Allocation (in thousands) Goodwill $ 83,068 Intangible Assets 43,600 Tangible assets acquired and liabilities assumed: Current assets 6,148 Long-term deferred tax assets 6,271 Other non-current assets 2,516 Accounts payable and current liabilities (1,609 ) Long-term deferred tax liabilities (12,208 ) Other long-term liabilities (548 ) Total purchase price $ 127,238 The total purchase price was allocated as follows: --- ## New in Current Filing: (in thousands) Net income $ 554,047 $ 542,372 $ 448,752 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, and $0, respectively 122,617 (52,847 ) 17,407 Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $255, $(470), and $568, respectively 1,147 (1,699 ) 2,423 Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $27, $24, and $12, respectively 89 86 44 1,236 (1,613 ) 2,467 Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $(109), $593, and $1,537, respectively (381 ) 2,100 5,464 Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $(100), $(527), and $(686), respectively (350 ) (1,875 ) (2,441 ) (731 ) 225 3,023 Defined benefit post-retirement plan: Amortization of prior service credit, net of tax of $(2), $(2), and $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) 123,115 (54,242 ) 22,890 Comprehensive income $ 677,162 $ 488,130 $ 471,642 The accompanying notes are an integral part of the consolidated financial statements. 42 42 Table of Contents Table of Contents Table of Contents TERADYNE, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE COMMON SHARES AND SHAREHOLDERS' EQUITY Shareholders' Equity CommonStock Shares CommonStockPar Value AdditionalPaid-inCapital AccumulatedOtherComprehensiveIncome (loss) RetainedEarnings TotalShareholders'Equity Year Ended December 31, 2022 155,759 $ 19,470 $ 1,755,963 $ (49,868 ) $ 725,729 2,451,294 Net issuance of common stock under stock-based plans 848 106 13,371 13,477 Stock-based compensation expense 57,940 57,940 Repurchase of common stock (3,909 ) (489 ) (400,040 ) (400,529 ) Cash dividends ($0.44 per share) (67,927 ) (67,927 ) Settlements of convertible notes 1,072 133 (133 ) - Exercise of convertible notes hedge call options (1,072 ) (133 ) 133 - Net income 448,752 448,752 Other comprehensive income (loss) 22,890 22,890 Year Ended December 31, 2023 152,698 $ 19,087 $ 1,827,274 $ (26,978 ) $ 706,514 $ 2,525,897 Net issuance of common stock under stock-based plans 728 91 23,137 23,228 Stock-based compensation expense 60,397 60,397 Warrant exercises 10,036 1,254 (1,270 ) (16 ) Repurchase of common stock (1,740 ) (217 ) (201,666 ) (201,883 ) Cash dividends ($0.48 per share) (76,459 ) (76,459 ) Net income 542,372 542,372 Other comprehensive income (loss) (54,242 ) (54,242 ) Year Ended December 31, 2024 161,722 $ 20,215 $ 1,909,538 $ (81,220 ) $ 970,761 $ 2,819,294 Net issuance of common stock under stock-based plans 682 85 16,074 16,159 Stock-based compensation expense 64,299 64,299 Repurchase of common stock (6,316 ) (789 ) (704,025 ) (704,814 ) Cash dividends ($0.48 per share) (76,348 ) (76,348 ) Net income 554,047 554,047 Other comprehensive income (loss) 123,115 123,115 Year Ended December 31, 2025 156,088 $ 19,511 $ 1,989,911 $ 41,895 $ 744,435 $ 2,795,752 The accompanying notes are an integral part of the consolidated financial statements. --- ## New in Current Filing: (in thousands) Net income $ 554,047 $ 542,372 $ 448,752 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, and $0, respectively 122,617 (52,847 ) 17,407 Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $255, $(470), and $568, respectively 1,147 (1,699 ) 2,423 Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $27, $24, and $12, respectively 89 86 44 1,236 (1,613 ) 2,467 Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $(109), $593, and $1,537, respectively (381 ) 2,100 5,464 Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $(100), $(527), and $(686), respectively (350 ) (1,875 ) (2,441 ) (731 ) 225 3,023 Defined benefit post-retirement plan: Amortization of prior service credit, net of tax of $(2), $(2), and $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) 123,115 (54,242 ) 22,890 Comprehensive income $ 677,162 $ 488,130 $ 471,642 The accompanying notes are an integral part of the consolidated financial statements. 42 42 Table of Contents Table of Contents Table of Contents TERADYNE, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE COMMON SHARES AND SHAREHOLDERS' EQUITY Shareholders' Equity CommonStock Shares CommonStockPar Value AdditionalPaid-inCapital AccumulatedOtherComprehensiveIncome (loss) RetainedEarnings TotalShareholders'Equity Year Ended December 31, 2022 155,759 $ 19,470 $ 1,755,963 $ (49,868 ) $ 725,729 2,451,294 Net issuance of common stock under stock-based plans 848 106 13,371 13,477 Stock-based compensation expense 57,940 57,940 Repurchase of common stock (3,909 ) (489 ) (400,040 ) (400,529 ) Cash dividends ($0.44 per share) (67,927 ) (67,927 ) Settlements of convertible notes 1,072 133 (133 ) - Exercise of convertible notes hedge call options (1,072 ) (133 ) 133 - Net income 448,752 448,752 Other comprehensive income (loss) 22,890 22,890 Year Ended December 31, 2023 152,698 $ 19,087 $ 1,827,274 $ (26,978 ) $ 706,514 $ 2,525,897 Net issuance of common stock under stock-based plans 728 91 23,137 23,228 Stock-based compensation expense 60,397 60,397 Warrant exercises 10,036 1,254 (1,270 ) (16 ) Repurchase of common stock (1,740 ) (217 ) (201,666 ) (201,883 ) Cash dividends ($0.48 per share) (76,459 ) (76,459 ) Net income 542,372 542,372 Other comprehensive income (loss) (54,242 ) (54,242 ) Year Ended December 31, 2024 161,722 $ 20,215 $ 1,909,538 $ (81,220 ) $ 970,761 $ 2,819,294 Net issuance of common stock under stock-based plans 682 85 16,074 16,159 Stock-based compensation expense 64,299 64,299 Repurchase of common stock (6,316 ) (789 ) (704,025 ) (704,814 ) Cash dividends ($0.48 per share) (76,348 ) (76,348 ) Net income 554,047 554,047 Other comprehensive income (loss) 123,115 123,115 Year Ended December 31, 2025 156,088 $ 19,511 $ 1,989,911 $ 41,895 $ 744,435 $ 2,795,752 The accompanying notes are an integral part of the consolidated financial statements. --- ## New in Current Filing: Timing of Revenue Recognition Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 --- ## New in Current Filing: Geographical Market Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 --- ## New in Current Filing: Geographical Market Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 --- ## New in Current Filing: F. DISPOSITIONS On 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. --- ## No Match in Current: Our business is impacted by global and industry-specific economic cycles, which are difficult to predict, and actions we have taken or may take to offset these cycles may not be sufficient. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Capital equipment providers in the electronics, semiconductor industries and robotics, such as Teradyne, have, in the past, been negatively impacted by both sudden slowdowns in the global economies and recurring cyclicality within those industries. These cycles have resulted in periods of over-supply; a trend we believe will continue to occur. Our business and results of operations depend, in significant part, upon capital expenditures of manufacturers of semiconductors, electronics, and other industrial products, which in turn depend upon the current and anticipated market demand for those products. Disruption or deterioration in economic conditions may reduce customer purchases of our products, thereby reducing our revenues and earnings. In addition, such adverse changes in economic conditions, and resulting slowdowns in the market for our products, may, among other things, result in increased price competition for our products, increased risk of excess and obsolete inventories, increased risk in the collectability of our accounts receivable from our customers, potential reserves for credit losses and write-offs of accounts receivable, increased risk of restructuring charges, and higher operating costs as a percentage of revenues, which, in each case and together, adversely affect our operating results. We are unable to predict the likely duration, frequency and severity of disruptions in financial markets, credit availability, and adverse economic conditions throughout the world, and we cannot ensure that the level of revenues or new orders for a fiscal quarter will be sustained in subsequent quarters. We have taken actions to address the effects of general economic variability and recurring 9 9 9 Table of Contents Table of Contents Table of Contents industry cyclicality, including implementing cost control and reduction measures. We cannot predict whether these measures will be sufficient to offset global or market-specific disruptions that might affect our businesses and we may need to take additional or different measures in the future. --- ## No Match in Current: We are subject to intense competition. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We face significant competition throughout the world in each of our reportable segments. Some of our competitors have substantial financial and other resources to pursue engineering, manufacturing, marketing and distribution of their products. In addition, we are subject to trade regulations imposed by the United States government, which may not impact some of our competitors. We also face competition from emerging Asian companies and internal development at several of our customers. Some of our competitors have introduced or announced new products with certain performance characteristics that may be considered equal or superior to those we currently offer. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved cost of ownership and performance characteristics. New product introductions by competitors could cause a decline in revenues or loss of market acceptance of our products. --- ## No Match in Current: The Israel-Hamas conflict may have a material impact on our Business *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The Israel-Hamas conflict could have a negative impact on our future revenue and supply chain, either of which could adversely affect our business and financial results. Our customers in Israel may experience delays in product releases due to impacts to their labor force and impacts on their suppliers because of the conflict, which could materially impact demand for our products. Similarly, our suppliers in Israel may experience delays in providing us with parts due to the conflict. In addition, the global economic uncertainty following the start of the conflict could impact demand for our products. --- ## No Match in Current: We may face risks associated with shareholder activism. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We may become subject to campaigns by shareholders advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or divestitures. Such activities could interfere with our ability to execute our business plans, be costly and time-consuming, disrupt our operations, divert the attention of management, or result in our initiating borrowing or increasing our share repurchase plan or dividend, any of which could have an adverse effect on our business or stock price. --- ## No Match in Current: Supply Chain Constraints and Inflationary Pressures *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The global supply shortage of electrical components, including semiconductor chips, impacted our supply chain in the first half of 2023. In the second half of 2023 and the full year of 2024, we saw improvements related to supply constraints and, consequently, did not experience material increases in our lead times and costs for components. In addition, in 2023 and 2024, inflationary pressures contributed to increased costs for product components and wage inflation, which had a minimal impact on our cost of products, gross margin and profit for the year. While our businesses could be impacted by supply constraints in the future, we do not anticipate supply chain constraints will have a material impact on our financial results in 2025. 24 24 24 Table of Contents Table of Contents Table of Contents --- ## No Match in Current: Equity Method Investments *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We account 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 the 'Equity method investment' in the consolidated balance sheet. We record our 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. Our 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. We include our share of investee's other comprehensive income and a cumulative translation adjustment in the consolidated statements of comprehensive income. We monitor on an ongoing basis its equity method investments for indicators of other-than-temporary declines in fair value below carrying value. --- ## No Match in Current: Convertible Debt *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* We adopted Accounting Standards Update ("ASU") ASU 2020-06 - "Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity's Own Equity," on January 1, 2022 using the modified retrospective method of adoption. In accordance with ASU 2020-06, we account 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. We use the if-converted method in the diluted EPS calculation for convertible instruments. --- ## No Match in Current: (in millions) *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 --- ## No Match in Current: (in millions) *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 --- ## No Match in Current: (in millions) *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 --- ## No Match in Current: Interest Rate Risk Management *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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, 2024 and 2023. 35 35 35 Table of Contents Table of Contents Table of Contents Item 8: Financial Statements and Supplementary Data --- ## No Match in Current: SHAREHOLDERS' EQUITY *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Common stock, $0.125 par value, 1,000,000 shares authorized, 161,722 and 152,698 shares issued and outstanding at December 31, 2024 and 2023, respectively 20,215 19,087 Additional paid-in capital 1,909,538 1,827,274 Accumulated other comprehensive loss (81,220 ) (26,978 ) Retained earnings 970,761 706,514 Total shareholders' equity 2,819,294 2,525,897 Total liabilities and shareholders' equity $ 3,708,714 $ 3,486,824 The accompanying notes are an integral part of the consolidated financial statements. 38 38 38 Table of Contents Table of Contents Table of Contents --- ## No Match in Current: Year Ended December 31, 2021 *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* $ 1,512 162,251 $ 20,281 $ 1,811,545 $ (5,948 ) $ 736,566 2,562,444 Net issuance of common stock under stock-based plans 761 96 (4,471 ) (4,375 ) Stock-based compensation expense 48,466 48,466 Repurchase of common stock (7,253 ) (907 ) (751,175 ) (752,082 ) Cash dividends ($0.44 per share) (69,763 ) (69,763 ) Settlements of convertible notes 1,495 187 (442 ) (255 ) Exercise of convertible notes hedge call options (1,495 ) (187 ) 187 - Convertible common shares (1,512 ) 1,512 1,512 Cumulative-effect of change in accounting principle related to convertible debt (100,834 ) 94,600 (6,234 ) Net income 715,501 715,501 Other comprehensive loss (43,920 ) (43,920 ) --- ## No Match in Current: Year Ended December 31, 2024 *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* $ - 161,722 $ 20,215 $ 1,909,538 $ (81,220 ) $ 970,761 $ 2,819,294 The accompanying notes are an integral part of the consolidated financial statements. 41 41 41 Table of Contents Table of Contents Table of Contents --- ## No Match in Current: Property, Plant and Equipment *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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: Buildings 40 years Building improvements 5 to 10 years Leasehold improvements Lesser of lease term or 10 years Furniture and fixtures 10 years Test systems manufactured internally 6 years Machinery, equipment and software 3 to 5 years 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: Buildings 40 years 40 Building improvements 5 to 10 years 5 10 Leasehold improvements Lesser of lease term or 10 years 10 Furniture and fixtures 10 years 10 Test systems manufactured internally 6 years 6 Machinery, equipment and software 3 to 5 years 3 5 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, 2024, 2023, and 2022 was $4.0 million, $2.8 million, and $6.6 million, respectively. six-year Convertible Debt Teradyne adopted Accounting Standards Update ("ASU") ASU 2020-06 - "Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity's Own Equity," on January 1, 2022 using the modified retrospective method of adoption. As a result of adoption, Teradyne recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of $94.6 million for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million. In accordance with ASU 2020-06, 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. We use the if-converted method in the diluted EPS calculation for convertible instruments. --- ## No Match in Current: Geographical Market *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 2,014,435 $ 113,263 $ - $ 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 261,299 174,084 - $ 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 213,034 43,765 - $ 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 --- ## No Match in Current: Timing of Revenue Recognition *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 2,147,530 $ 266,955 $ - $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 341,238 64,157 - $ 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 --- ## No Match in Current: Geographical Market *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 2,014,435 $ 113,263 $ - $ 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 261,299 174,084 - $ 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 213,034 43,765 - $ 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 --- ## Modified: Financial Assets and Financial Liabilities **Key changes:** - Reworded sentence: "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." 48 48 Table of Contents Table of Contents Table of Contents Prepayments Prepayments consist of the following: 2025 2024 (in thousands) Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 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." - Reworded sentence: "Business CombinationsTeradyne recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition." - Reworded sentence: "Prepayments Prepayments consist of the following: 2025 2024 (in thousands) Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 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." **Prior (2025):** 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." 47 47 47 Table of Contents Table of Contents Table of Contents Prepayments Prepayments consist of the following: 2024 2023 (1) (in thousands) Contract manufacturer and supplier prepayments $ 365,875 $ 502,257 Prepaid maintenance and other services 22,176 17,592 Prepaid taxes 22,211 16,083 Other prepayments 18,824 13,038 Total prepayments $ 429,086 $ 548,970 (1)Excludes $5.3 million of contract manufacturer and supplier prepayments, classified as assets held for sale. See Note E: "Dispositions" for additional information.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 Combination Teradyne 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. Prepayments Prepayments consist of the following: 2024 2023 (1) (in thousands) Contract manufacturer and supplier prepayments $ 365,875 $ 502,257 Prepaid maintenance and other services 22,176 17,592 Prepaid taxes 22,211 16,083 Other prepayments 18,824 13,038 Total prepayments $ 429,086 $ 548,970 (1)Excludes $5.3 million of contract manufacturer and supplier prepayments, classified as assets held for sale. See Note E: "Dispositions" for additional information. **Current (2026):** 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." 48 48 Table of Contents Table of Contents Table of Contents Prepayments Prepayments consist of the following: 2025 2024 (in thousands) Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 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. Prepayments Prepayments consist of the following: 2025 2024 (in thousands) Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 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. Prepayments Prepayments consist of the following: 2025 2024 (in thousands) Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 --- ## Modified: We are subject to risks of operating internationally. **Key changes:** - Reworded sentence: "Our international sales and operations are subject to significant risks and difficulties, including: •unexpected changes in legal and regulatory requirements affecting international markets; unexpected changes in legal and regulatory requirements affecting international markets; •cost increases due to inflation; cost increases due to inflation; •expense and complexity of complying with U.S." **Prior (2025):** A significant portion of our consolidated revenues is derived from customers outside the United States. Our international sales and operations are subject to significant risks and difficulties, including: •unexpected changes in legal and regulatory requirements affecting international markets; unexpected changes in legal and regulatory requirements affecting international markets; •cost increases due to inflation; cost increases due to inflation; •changes in tariffs and exchange rates; changes in tariffs and exchange rates; •social, political and economic instability, acts of terrorism and international conflicts; social, political and economic instability, acts of terrorism and international conflicts; •disruption caused by health pandemics; disruption caused by health pandemics; •difficulties in protecting intellectual property; difficulties in protecting intellectual property; •difficulties in accounts receivable collection; difficulties in accounts receivable collection; •cultural differences in the conduct of business; cultural differences in the conduct of business; •difficulties in staffing and managing international operations; difficulties in staffing and managing international operations; •compliance with anti-corruption laws; compliance with anti-corruption laws; •compliance with data privacy regulations; compliance with data privacy regulations; •compliance with customs and trade regulations; and compliance with customs and trade regulations; and •compliance with international tax laws and regulations. compliance with international tax laws and regulations. In addition, an increasing portion of our products and the products we purchase from our suppliers are sourced or manufactured in foreign locations, including Malaysia and Denmark, and a large portion of the devices our products test are fabricated and tested by foundries and subcontractors in Taiwan, China, Korea and other parts of Asia. As a result, we are subject to a number of economic and other risks, particularly during times of political, health or financial instability in these regions. Disruption of manufacturing or supply sources in these international locations could materially adversely impact our ability to fill customer orders and potentially result in lost business. **Current (2026):** A significant portion of our consolidated revenues is derived from customers outside the United States. Our international sales and operations are subject to significant risks and difficulties, including: •unexpected changes in legal and regulatory requirements affecting international markets; unexpected changes in legal and regulatory requirements affecting international markets; •cost increases due to inflation; cost increases due to inflation; •expense and complexity of complying with U.S. and foreign import and export regulations; expense and complexity of complying with U.S. and foreign import and export regulations; •changes in tariffs and foreign currency exchange rates; changes in tariffs and foreign currency exchange rates; •social, political and economic instability, acts of terrorism and international conflicts; social, political and economic instability, acts of terrorism and international conflicts; •restrictions on the transfer of funds; restrictions on the transfer of funds; •disruption caused by health pandemics; disruption caused by health pandemics; •difficulties in protecting intellectual property; difficulties in protecting intellectual property; •difficulties in accounts receivable collection; difficulties in accounts receivable collection; •cultural differences in the conduct of business; cultural differences in the conduct of business; •difficulties in staffing and managing international operations; difficulties in staffing and managing international operations; •compliance with anti-corruption laws, cybersecurity, data privacy regulations, customs and trade regulations; compliance with anti-corruption laws, cybersecurity, data privacy regulations, customs and trade regulations; •compliance with international tax laws and regulations. compliance with international tax laws and regulations. In addition, an increasing portion of our products and the products we purchase from our suppliers are sourced or manufactured in foreign locations, including Malaysia and Denmark, and a large portion of the devices our products test are fabricated and tested by foundries and subcontractors in Taiwan, China, Korea and other parts of Asia. As a result, we are subject to a number of economic and other risks, particularly during times of political, health or financial instability in these regions. Disruption of manufacturing or supply sources in these international locations could materially adversely impact our ability to fill customer orders and potentially result in lost business. --- ## Modified: Adverse developments affecting the financial services industry, including events or risks involving liquidity, defaults or non-performance by financial institutions, could have a material adverse effect on our business, financial condition or results of operations. **Key changes:** - Reworded sentence: "We hold cash balances in several large financial institutions significantly in excess of the Federal Deposit Insurance Corporation ("FDIC") and global insurance limits." - Removed sentence: "For example, on March 10, 2023, Silicon Valley Bank ("SVB"), who is a lender in our revolving credit facility and where we maintain certain accounts and cash deposits, was placed into receivership with the FDIC, which resulted in all funds held at SVB being temporarily inaccessible by SVB's customers." - Removed sentence: "As of March 13, 2023, access to our cash and cash equivalents at SVB was fully restored." **Prior (2025):** We hold cash balances in several large financial institutions significantly in excess of the Federal Deposit Insurance Corporation ("FDIC") and global insurance limits. If banks and financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose some or all of our existing cash, cash equivalents and investments to the extent those funds are not insured or otherwise protected by the FDIC. For example, on March 10, 2023, Silicon Valley Bank ("SVB"), who is a lender in our revolving credit facility and where we maintain certain accounts and cash deposits, was placed into receivership with the FDIC, which resulted in all funds held at SVB being temporarily inaccessible by SVB's customers. As of March 13, 2023, access to our cash and cash equivalents at SVB was fully restored. There is no guarantee that the FDIC or any other global insurer will provide access to uninsured funds in the future in the event of the closure of any other banks or financial institutions in a timely fashion or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial position, and liquidity. **Current (2026):** We hold cash balances in several large financial institutions significantly in excess of the Federal Deposit Insurance Corporation ("FDIC") and global insurance limits. If banks and financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose some or all of our existing cash, cash equivalents and investments to the extent those funds are not insured or otherwise protected by the FDIC. There is no guarantee that the FDIC or any other global insurer will provide access to uninsured funds in the future in the event of the closure of any other banks or financial institutions in a timely fashion or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial position, and liquidity. --- ## Modified: Preparation of Financial Statements and Use of Estimates **Key changes:** - Reworded sentence: "Revenue Recognition Revenue from Contracts with Customers In accordance with Accounting Standards Codification ("ASC") 606, Teradyne recognizes revenues, when or as control is transferred to a customer." - Removed sentence: "•Teradyne determines the transaction price to be the amount of consideration to which Teradyne expects to be entitled to, which is generally at contractually stated prices.•Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation." - Removed sentence: "Teradyne uses standalone transactions when available to value each performance obligation." - Removed sentence: "If standalone transactions are not available, Teradyne will estimate the standalone selling price through market assessments or" **Prior (2025):** The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to revenue, inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions. Revenue Recognition Revenue from Contracts with Customers In accordance with ASC 606, Teradyne recognizes revenues, when or as control is transferred to a customer. Teradyne's determination of revenue is dependent upon a five-step process outlined below. •Teradyne accounts for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. •Teradyne periodically enters into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. Teradyne determines performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract. •Teradyne determines the transaction price to be the amount of consideration to which Teradyne expects to be entitled to, which is generally at contractually stated prices.•Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. Teradyne uses standalone transactions when available to value each performance obligation. If standalone transactions are not available, Teradyne will estimate the standalone selling price through market assessments or **Current (2026):** The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to revenue, inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions. Revenue Recognition Revenue from Contracts with Customers In accordance with Accounting Standards Codification ("ASC") 606, Teradyne recognizes revenues, when or as control is transferred to a customer. Teradyne's determination of revenue is dependent upon a five-step process outlined below. •Teradyne accounts for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. •Teradyne periodically enters into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. Teradyne determines performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract. --- ## Modified: Timing of Revenue Recognition **Key changes:** - Reworded sentence: "Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 282,558 $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 61,369 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298" **Prior (2025):** Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 2,147,530 $ 266,955 $ - $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 341,238 64,157 - $ 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 **Current (2026):** Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 --- ## Modified: We may face risks associated with shareholder activism. **Key changes:** - Reworded sentence: "We may become subject to campaigns by shareholders advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or divestitures, and changes in management." - Reworded sentence: "Item 1C: Cybersecurity We believe cybersecurity is critical to supporting our vision and enabling our strategy." - Reworded sentence: "These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity." - Added sentence: "The cybersecurity program is aligned to the NIST Cybersecurity Framework and is integrated into our enterprise risk management processes." - Reworded sentence: "Cyber risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors." **Prior (2025):** There are provisions in our basic corporate documents and under Massachusetts law that could discourage, delay or prevent a change in control, even if a change in control may be regarded as beneficial to some or all of our stockholders. Item 1B: Unresolved Staff Comments None. 20 20 20 Table of Contents Table of Contents Table of Contents Item 1C: Cybersecurity We believe cybersecurity is critical to supporting our vision and enabling our strategy. As a producer of leading-edge electronic testing products and maker of advanced robotics, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as ransomware and denial-of-service, to attacks from more advanced, persistent, and highly organized adversaries, including nation state actors, that may target us for our role in critical infrastructure sectors. Our customers, suppliers, and partners face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity.GovernanceThe Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), brief the Audit Committee of the Board of Directors quarterly and the full Board of Directors at least annually on our cybersecurity and information security posture. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cybersecurity related risks are also integrated into our overall enterprise risk management ("ERM") process. These risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. Risk management and strategyOur global information security organization, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, operations, and cyber threat detection and response. Our CISO is an experienced cybersecurity senior executive with more than 25 years of experience building and leading cybersecurity, risk management and information technology teams. The information security organization manages and continually enhances a robust enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing system resilience and deploying highly proficient detection and response capabilities in an effort to minimize the business impact should an incident occur. Central to this organization is our global cyber operations team, which is responsible for the protection, detection, and response capabilities used in the defense of critical data and enterprise computing services. We also have a corporate-wide insider threat detection program to proactively identify external and internal threats and mitigate those threats in a timely manner. Our broader Teradyne employee community also has a key role in our cybersecurity defenses and is immersed in a comprehensive training and awareness curriculum to build and promote a corporate culture supportive of security.Third parties also play a role in our cybersecurity. We engage third-party services to provide 24x7x365 monitoring, escalation, and response to cyber events. In addition to consulting on best practices, we leverage third parties for independent evaluations of our security controls through penetration testing and independent audits. These evaluations include testing both the design and operational effectiveness of security controls. We also share and receive threat intelligence with our industry peers, cybersecurity associations, and our cyber controls vendors.We rely on contract manufacturing organizations and distributors to deliver our products to our customers, and a cybersecurity incident at one of these organizations or a key supplier could materially adversely impact us. We assess third party and supply chain cybersecurity controls through risk monitoring services tailored to align with our risk policy. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us, either directly within our managed environment or indirectly via a third-party partner or supply chain vendor. Periodically we have a recognized independent security expert firm to assess our cyber security maturity along with risks and provide Item 1C: Cybersecurity We believe cybersecurity is critical to supporting our vision and enabling our strategy. As a producer of leading-edge electronic testing products and maker of advanced robotics, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as ransomware and denial-of-service, to attacks from more advanced, persistent, and highly organized adversaries, including nation state actors, that may target us for our role in critical infrastructure sectors. Our customers, suppliers, and partners face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity. not been materially affected Governance The Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), brief the Audit Committee of the Board of Directors quarterly and the full Board of Directors at least annually on our cybersecurity and information security posture. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cybersecurity related risks are also integrated into our overall enterprise risk management ("ERM") process. These risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. The Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), brief the Audit Committee of the Board of Directors quarterly and the full Board of Directors at least annually on our cybersecurity and information security posture. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cybersecurity related risks are also integrated into our overall enterprise risk management ("ERM") process. These risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cybersecurity related risks are also integrated into our overall enterprise risk management ("ERM") process. These risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. . Cybersecurity related risks are also integrated integrated into our overall enterprise risk management ("ERM") process. These risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. **Current (2026):** We may become subject to campaigns by shareholders advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or divestitures, and changes in management. Such activities could interfere with our ability to execute our business plans, be costly and time-consuming, disrupt our operations, divert the attention of management, or result in our initiating borrowing or increasing our share repurchase plan or dividend, any of which could have an adverse effect on our business or stock price. Item 1B: Unresolved Staff Comments None. Item 1C: Cybersecurity We believe cybersecurity is critical to supporting our vision and enabling our strategy. As a producer of leading-edge electronic testing products and maker of advanced robotics, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as vulnerability exploits, credential theft, and social engineering, to attacks from more advanced, persistent, and highly organized adversaries, including nation state actors, that may target us for our role in critical infrastructure sectors, all of which are becoming more sophisticated and effective by the use of AI. Our customers, suppliers, and partners face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity. Item 1C: Cybersecurity We believe cybersecurity is critical to supporting our vision and enabling our strategy. As a producer of leading-edge electronic testing products and maker of advanced robotics, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as vulnerability exploits, credential theft, and social engineering, to attacks from more advanced, persistent, and highly organized adversaries, including nation state actors, that may target us for our role in critical infrastructure sectors, all of which are becoming more sophisticated and effective by the use of AI. Our customers, suppliers, and partners face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity. not been materially affected 20 20 Table of Contents Table of Contents Table of Contents Our products and connected systems may be susceptible to cybersecurity threats such as hacking, malware, ransomware, or other unauthorized intrusions targeting data confidentiality, integrity or system availability. Threat actors - including third parties or malicious insiders - might exploit software vulnerabilities or misconfigurations to disrupt operations, exfiltrate confidential or personal data, or degrade system performance. A significant cybersecurity incident could expose us to regulatory enforcement, liability for damages, contractual penalties, remediation costs, and eroded customer trust. To date, we have not experienced any cybersecurity incidents that have materially affected our business, operations, or financial results. However, we continue to monitor and assess risks that could have a material impact in the future.GovernanceThe Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), brief the Audit Committee of the Board of Directors quarterly and the full Board of Directors at least annually on our cybersecurity and information security posture. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The cybersecurity program is aligned to the NIST Cybersecurity Framework and is integrated into our enterprise risk management processes. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cyber risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. Risks resulting from threat actor use of AI are included in these updates.In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. Risk management and strategyOur global information security organization, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, operations, and cyber threat detection and response. Our CISO is an experienced cybersecurity senior executive with more than 25 years of experience building and leading cybersecurity, risk management and information technology teams. The information security organization manages and continually enhances a robust enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing system resilience and deploying highly proficient detection and response capabilities in an effort to minimize the business impact should an incident occur. Central to this organization is our global cyber operations team, which is responsible for the protection, detection, and response capabilities used in the defense of critical data and enterprise computing services. We also have a corporate-wide insider AI-enabled threat detection program to proactively identify external and internal threats and mitigate those threats in a timely manner. Our broader Teradyne employee community also has a key role in our cybersecurity defenses and is immersed in a comprehensive training and awareness curriculum to build and promote a corporate culture supportive of security. We conduct annual tabletop exercises and regular penetration testing to validate and improve our incident response capabilities.Third parties also play a role in our cybersecurity. We engage third-party services to provide 24x7x365 monitoring, escalation, and response to cyber events. In addition to consulting on best practices, we leverage third parties for independent evaluations of our security controls through penetration testing and independent audits. These evaluations include testing both the design and operational effectiveness of security controls. We also share and receive threat intelligence with our industry peers, cybersecurity associations, and our cyber controls vendors.We rely on contract manufacturing organizations and distributors to deliver our products to our customers, and a cybersecurity incident at one of these organizations or a key supplier could materially adversely impact us. We assess third party and supply chain cybersecurity controls through risk monitoring services tailored to align with our risk policy. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us, either directly within our managed environment or indirectly via a third-party partner or supply chain vendor. Periodically we have a recognized independent security expert firm to assess our cyber security maturity along with risks and provide Our products and connected systems may be susceptible to cybersecurity threats such as hacking, malware, ransomware, or other unauthorized intrusions targeting data confidentiality, integrity or system availability. Threat actors - including third parties or malicious insiders - might exploit software vulnerabilities or misconfigurations to disrupt operations, exfiltrate confidential or personal data, or degrade system performance. A significant cybersecurity incident could expose us to regulatory enforcement, liability for damages, contractual penalties, remediation costs, and eroded customer trust. To date, we have not experienced any cybersecurity incidents that have materially affected our business, operations, or financial results. However, we continue to monitor and assess risks that could have a material impact in the future.GovernanceThe Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), brief the Audit Committee of the Board of Directors quarterly and the full Board of Directors at least annually on our cybersecurity and information security posture. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The cybersecurity program is aligned to the NIST Cybersecurity Framework and is integrated into our enterprise risk management processes. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cyber risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. Risks resulting from threat actor use of AI are included in these updates.In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. Risk management and strategyOur global information security organization, led by our CISO, is responsible for our overall information security strategy, policy, security engineering, operations, and cyber threat detection and response. Our CISO is an experienced cybersecurity senior executive with more than 25 years of experience building and leading cybersecurity, risk management and information technology teams. The information security organization manages and continually enhances a robust enterprise security structure with the goal of preventing cybersecurity incidents to the extent feasible, while simultaneously increasing system resilience and deploying highly proficient detection and response capabilities in an effort to minimize the business impact should an incident occur. Central to this organization is our global cyber operations team, which is responsible for the protection, detection, and response capabilities used in the defense of critical data and enterprise computing services. We also have a corporate-wide insider AI-enabled threat detection program to proactively identify external and internal threats and mitigate those threats in a timely manner. Our broader Teradyne employee community also has a key role in our cybersecurity defenses and is immersed in a comprehensive training and awareness curriculum to build and promote a corporate culture supportive of security. We conduct annual tabletop exercises and regular penetration testing to validate and improve our incident response capabilities.Third parties also play a role in our cybersecurity. We engage third-party services to provide 24x7x365 monitoring, escalation, and response to cyber events. In addition to consulting on best practices, we leverage third parties for independent evaluations of our security controls through penetration testing and independent audits. These evaluations include testing both the design and operational effectiveness of security controls. We also share and receive threat intelligence with our industry peers, cybersecurity associations, and our cyber controls vendors.We rely on contract manufacturing organizations and distributors to deliver our products to our customers, and a cybersecurity incident at one of these organizations or a key supplier could materially adversely impact us. We assess third party and supply chain cybersecurity controls through risk monitoring services tailored to align with our risk policy. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us, either directly within our managed environment or indirectly via a third-party partner or supply chain vendor. Periodically we have a recognized independent security expert firm to assess our cyber security maturity along with risks and provide Our products and connected systems may be susceptible to cybersecurity threats such as hacking, malware, ransomware, or other unauthorized intrusions targeting data confidentiality, integrity or system availability. Threat actors - including third parties or malicious insiders - might exploit software vulnerabilities or misconfigurations to disrupt operations, exfiltrate confidential or personal data, or degrade system performance. A significant cybersecurity incident could expose us to regulatory enforcement, liability for damages, contractual penalties, remediation costs, and eroded customer trust. To date, we have not experienced any cybersecurity incidents that have materially affected our business, operations, or financial results. However, we continue to monitor and assess risks that could have a material impact in the future. Governance The Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), brief the Audit Committee of the Board of Directors quarterly and the full Board of Directors at least annually on our cybersecurity and information security posture. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The cybersecurity program is aligned to the NIST Cybersecurity Framework and is integrated into our enterprise risk management processes. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cyber risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. Risks resulting from threat actor use of AI are included in these updates.In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. The Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our Chief Information Security Officer ("CISO"), brief the Audit Committee of the Board of Directors quarterly and the full Board of Directors at least annually on our cybersecurity and information security posture. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The cybersecurity program is aligned to the NIST Cybersecurity Framework and is integrated into our enterprise risk management processes. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cyber risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. Risks resulting from threat actor use of AI are included in these updates. The corporate information security organization, under the CISO, has implemented a governance structure and processes to assess, identify, manage, and report cybersecurity risks. The cybersecurity program is aligned to the NIST Cybersecurity Framework and is integrated into our enterprise risk management processes. The CISO chairs management's Cybersecurity Steering Committee, in which current cyber threats, program performance, and ongoing risk mitigations are regularly reviewed. Cyber risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. Risks resulting from threat actor use of AI are included in these updates. integrated . Cyber risks are included in the risk universe that the ERM function evaluates to assess top enterprise risks on an annual basis and is reviewed and evaluated by the Board of Directors. The Board of Directors is also apprised of cybersecurity issues or incidents deemed to have a moderate or higher business impact as they arise, even if considered immaterial. Risks resulting from threat actor use of AI are included in these updates. In the event of a significant incident, we intend to follow our detailed incident response playbooks, which outline the steps to be followed from incident detection through mitigation, recovery and notification, including escalation to functional areas (e.g., legal), and escalation to senior leadership via the Cybersecurity Steering Committee. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. Upon escalation, the Cybersecurity Steering Committee will review all inputs, assess the materiality of the incident, and then brief the Board of Directors on the determination and on how management intends to respond. --- ## Modified: Timing of Revenue Recognition **Key changes:** - Reworded sentence: "Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 266,955 $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 64,157 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880" **Prior (2025):** Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 2,147,530 $ 266,955 $ - $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 341,238 64,157 - $ 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 **Current (2026):** Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 --- ## Modified: Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, which may be volatile and due to factors beyond our control. **Key changes:** - Reworded sentence: "In addition to the factors discussed in this "Risk Factors" section and elsewhere in this report, factors that could cause fluctuations in the market price of our common stock include the following: •ratings changes by any securities analysts who follow our company or the failure to achieve our financial guidance or targets; ratings changes by any securities analysts who follow our company or the failure to achieve our financial guidance or targets; •announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; •changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; •changes in accounting standards, policies, guidelines, interpretations, or principles; changes in accounting standards, policies, guidelines, interpretations, or principles; •actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally; actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally; •developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights; developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights; •cybersecurity attacks or incidents; cybersecurity attacks or incidents; •announced or completed acquisitions of businesses or technologies by us or our competitors; announced or completed acquisitions of businesses or technologies by us or our competitors; •changes in our board of directors or management; changes in our board of directors or management; •announced or completed equity or debt transactions involving our securities; announced or completed equity or debt transactions involving our securities; •sales of shares of our common stock by us, our officers, directors, or other stockholders; and sales of shares of our common stock by us, our officers, directors, or other stockholders; and 14 14 Table of Contents Table of Contents Table of Contents •other events or factors, including those resulting from global and macroeconomic conditions, including heightened inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as public health crises, geopolitical tension, incidents of terrorism, or responses to these events.In addition, the market for technology stocks and the stock markets in general have experienced extreme price and volume fluctuations." **Prior (2025):** The market price of our common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this "Risk Factors" section and elsewhere in this report, factors that could cause fluctuations in the market price of our common stock include the following: •ratings changes by any securities analysts who follow our company; ratings changes by any securities analysts who follow our company; •announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; •changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; •changes in accounting standards, policies, guidelines, interpretations, or principles; changes in accounting standards, policies, guidelines, interpretations, or principles; •actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally; actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally; •developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights; developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights; 14 14 14 Table of Contents Table of Contents Table of Contents •cybersecurity attacks or incidents; cybersecurity attacks or incidents; •announced or completed acquisitions of businesses or technologies by us or our competitors; announced or completed acquisitions of businesses or technologies by us or our competitors; •changes in our board of directors or management; changes in our board of directors or management; •announced or completed equity or debt transactions involving our securities; announced or completed equity or debt transactions involving our securities; •sales of shares of our common stock by us, our officers, directors, or other stockholders; and sales of shares of our common stock by us, our officers, directors, or other stockholders; and •other events or factors, including those resulting from global and macroeconomic conditions, including heightened inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as public health crises, geopolitical tension, incidents of terrorism, or responses to these events. other events or factors, including those resulting from global and macroeconomic conditions, including heightened inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as public health crises, geopolitical tension, incidents of terrorism, or responses to these events. In addition, the market for technology stocks and the stock markets in general have experienced extreme price and volume fluctuations. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, financial condition, and cash flows. A decline in the value of our common stock, including as a result of one or more factors set forth above, may result in substantial losses for our stockholders. **Current (2026):** The market price of our common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this "Risk Factors" section and elsewhere in this report, factors that could cause fluctuations in the market price of our common stock include the following: •ratings changes by any securities analysts who follow our company or the failure to achieve our financial guidance or targets; ratings changes by any securities analysts who follow our company or the failure to achieve our financial guidance or targets; •announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; •changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; •changes in accounting standards, policies, guidelines, interpretations, or principles; changes in accounting standards, policies, guidelines, interpretations, or principles; •actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally; actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally; •developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights; developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights; •cybersecurity attacks or incidents; cybersecurity attacks or incidents; •announced or completed acquisitions of businesses or technologies by us or our competitors; announced or completed acquisitions of businesses or technologies by us or our competitors; •changes in our board of directors or management; changes in our board of directors or management; •announced or completed equity or debt transactions involving our securities; announced or completed equity or debt transactions involving our securities; •sales of shares of our common stock by us, our officers, directors, or other stockholders; and sales of shares of our common stock by us, our officers, directors, or other stockholders; and 14 14 Table of Contents Table of Contents Table of Contents •other events or factors, including those resulting from global and macroeconomic conditions, including heightened inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as public health crises, geopolitical tension, incidents of terrorism, or responses to these events.In addition, the market for technology stocks and the stock markets in general have experienced extreme price and volume fluctuations. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, financial condition, and cash flows. A decline in the value of our common stock, including as a result of one or more factors set forth above, may result in substantial losses for our stockholders.Risks Related to Operations Our operating results are likely to fluctuate significantly. Our operating results are affected by a wide variety of factors that could materially adversely affect revenues or profitability. The following factors could impact future operations: •macroeconomic conditions, a worldwide economic slowdown or disruption in the global financial or industrial markets;•legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements;•cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing;•competitive pressures on selling prices;•foreign currency exchange rate fluctuations;•our ability to introduce, and the market acceptance of, new products;•changes in product revenues mix resulting from changes in customer demand;•customer demand considerations, including the size and timing of customer orders, customers' decisions to accelerate, decelerate or delay shipments, customers' decisions on how to manage their inventory, customers' rate of replacement of our consumable products or their decisions to delay expansion projects;•the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business;•engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; •provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; •impairment charges for certain long-lived and intangible assets, and goodwill;•our ability to increase sales in line with our increased manufacturing capacity;•an increase in the leasing of our products to customers;•disruption caused by health pandemics, natural disasters, or global conflict; •the success of sales channel expansion in Robotics; •our ability to expand our global distribution channel for our collaborative and mobile robots; •parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and•the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. •other events or factors, including those resulting from global and macroeconomic conditions, including heightened inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as public health crises, geopolitical tension, incidents of terrorism, or responses to these events. other events or factors, including those resulting from global and macroeconomic conditions, including heightened inflation, rising interest rates, bank failures, and a potential recession, and speculation regarding the same, as well as public health crises, geopolitical tension, incidents of terrorism, or responses to these events. In addition, the market for technology stocks and the stock markets in general have experienced extreme price and volume fluctuations. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, financial condition, and cash flows. A decline in the value of our common stock, including as a result of one or more factors set forth above, may result in substantial losses for our stockholders. --- ## Modified: We may incur significant costs of complying with present and future environmental regulations and may incur significant liabilities if we fail to comply with such environmental regulations. **Key changes:** - Reworded sentence: "Such regulations could cause us to 19 19 Table of Contents Table of Contents Table of Contents incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers and/or suppliers." - Reworded sentence: "Pursuant to present U.S." **Prior (2025):** We are subject to both domestic and international environmental regulations and statutory strict liability relating to the use, storage, discharge, site cleanup and disposal of hazardous chemicals used in our manufacturing processes. In addition, future regulations in response to global climate change may affect us, our suppliers, and our customers. Such regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers and/or suppliers. Future climate change regulations could result in decreased demand for our products. If we fail to comply with present and future regulations, or are required to perform site remediation, we could be subject to future liabilities or cost, including penalties or the suspension of production. Present and future regulations may also: •restrict our ability to expand facilities; restrict our ability to expand facilities; •restrict our ability to ship certain products; restrict our ability to ship certain products; •require us to modify our operations logistics; require us to modify our operations logistics; •require us to acquire costly equipment; or require us to acquire costly equipment; or •require us to incur other significant costs and expenses. require us to incur other significant costs and expenses. Pursuant to present regulations and agreements, we are conducting groundwater and subsurface assessment and monitoring and are implementing remediation and corrective action plans for facilities located in Massachusetts and New Hampshire which are no longer conducting manufacturing operations. As of December 31, 2024, we have not incurred material costs as a result of the monitoring and remediation steps taken at the Massachusetts and New Hampshire sites. The directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (the "RoHS Directive") and the directive on Waste Electrical and Electronic Equipment (the "WEEE Directive") altered the form and manner in which electronic equipment is imported, sold and handled in the European Union. Other jurisdictions, such as China, have followed the European Union's lead in enacting legislation with respect to hazardous substances and waste removal. Ensuring compliance with the RoHS Directive, the WEEE Directive and similar legislation in other jurisdictions, and integrating compliance activities with our suppliers and customers could result in additional costs and disruption to operations and logistics and thus, could have a negative impact on our business, operations or financial condition. **Current (2026):** We are subject to both domestic and international environmental regulations and statutory strict liability relating to the use, storage, discharge, site cleanup and disposal of hazardous chemicals used in our manufacturing processes. In addition, future regulations in response to global climate change may affect us, our suppliers, and our customers. Such regulations could cause us to 19 19 Table of Contents Table of Contents Table of Contents incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers and/or suppliers. Future climate change regulations could result in decreased demand for our products. If we fail to comply with present and future regulations, or are required to perform site remediation, we could be subject to future liabilities or cost, including penalties or the suspension of production. Present and future regulations may also:•restrict our ability to expand facilities; •restrict our ability to ship certain products; •require us to modify our operations logistics; •require us to acquire costly equipment; or•require us to incur other significant costs and expenses. Pursuant to present U.S. federal regulations and agreements, we are conducting groundwater and subsurface assessment and monitoring and are implementing remediation and corrective action plans for facilities located in Massachusetts and New Hampshire which are no longer conducting manufacturing operations. As of December 31, 2025, we have not incurred material costs as a result of the monitoring and remediation steps taken at the Massachusetts and New Hampshire sites. We may in the future be subject to additional assessment and monitoring or other corrective action as a result of environmental liabilities and may incur significant future costs or disruptions to our operations resulting in a negative impact on our business or financial condition.The directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (the "RoHS Directive") and the directive on Waste Electrical and Electronic Equipment (the "WEEE Directive") altered the form and manner in which electronic equipment is imported, sold and handled in the European Union. Other jurisdictions, such as China, have followed the European Union's lead in enacting legislation with respect to hazardous substances and waste removal. Ensuring compliance with the RoHS Directive, the WEEE Directive and similar legislation in other jurisdictions, and integrating compliance activities with our suppliers and customers could result in additional costs and disruption to operations and logistics and thus, could have a negative impact on our business, operations or financial condition.We currently are, and in the future may be, subject to litigation or regulatory proceedings that could have an adverse effect on our business. From time to time, we may be subject to litigation or other administrative, regulatory or governmental proceedings, including tax audits and resulting claims that could require significant management time and resources and cause us to incur expenses and, in the event of an adverse decision, pay damages or incur costs in an amount that could have a material adverse effect on our financial position or results of operations. For information regarding litigation proceedings in which we are currently engaged, please refer to the discussion under Note O: "Commitments and Contingencies" in the Notes to Consolidated Financial Statements.We may face risks associated with shareholder activism. We may become subject to campaigns by shareholders advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or divestitures, and changes in management. Such activities could interfere with our ability to execute our business plans, be costly and time-consuming, disrupt our operations, divert the attention of management, or result in our initiating borrowing or increasing our share repurchase plan or dividend, any of which could have an adverse effect on our business or stock price.Item 1B: Unresolved Staff Comments None. Item 1C: Cybersecurity We believe cybersecurity is critical to supporting our vision and enabling our strategy. As a producer of leading-edge electronic testing products and maker of advanced robotics, we face a multitude of cybersecurity threats that range from attacks common to most industries, such as vulnerability exploits, credential theft, and social engineering, to attacks from more advanced, persistent, and highly organized adversaries, including nation state actors, that may target us for our role in critical infrastructure sectors, all of which are becoming more sophisticated and effective by the use of AI. Our customers, suppliers, and partners face similar cybersecurity threats and, while we have not been materially affected to date, a cybersecurity incident impacting us or any of these entities could materially adversely affect our operations, performance, and results of operations. These cybersecurity threats and related risks make it imperative that we maintain a strong focus on cybersecurity. incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers and/or suppliers. Future climate change regulations could result in decreased demand for our products. If we fail to comply with present and future regulations, or are required to perform site remediation, we could be subject to future liabilities or cost, including penalties or the suspension of production. Present and future regulations may also: •restrict our ability to expand facilities; restrict our ability to expand facilities; •restrict our ability to ship certain products; restrict our ability to ship certain products; •require us to modify our operations logistics; require us to modify our operations logistics; •require us to acquire costly equipment; or require us to acquire costly equipment; or •require us to incur other significant costs and expenses. require us to incur other significant costs and expenses. Pursuant to present U.S. federal regulations and agreements, we are conducting groundwater and subsurface assessment and monitoring and are implementing remediation and corrective action plans for facilities located in Massachusetts and New Hampshire which are no longer conducting manufacturing operations. As of December 31, 2025, we have not incurred material costs as a result of the monitoring and remediation steps taken at the Massachusetts and New Hampshire sites. We may in the future be subject to additional assessment and monitoring or other corrective action as a result of environmental liabilities and may incur significant future costs or disruptions to our operations resulting in a negative impact on our business or financial condition. The directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (the "RoHS Directive") and the directive on Waste Electrical and Electronic Equipment (the "WEEE Directive") altered the form and manner in which electronic equipment is imported, sold and handled in the European Union. Other jurisdictions, such as China, have followed the European Union's lead in enacting legislation with respect to hazardous substances and waste removal. Ensuring compliance with the RoHS Directive, the WEEE Directive and similar legislation in other jurisdictions, and integrating compliance activities with our suppliers and customers could result in additional costs and disruption to operations and logistics and thus, could have a negative impact on our business, operations or financial condition. --- ## Modified: Government Regulations **Key changes:** - Reworded sentence: "We are subject to numerous U.S." - Reworded sentence: "The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2025 were not material, however, compliance with these laws has limited our ability to compete in certain regions." **Prior (2025):** We are subject to numerous United States and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations. Additionally, United States and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations. We believe that our operations are in material compliance with applicable trade regulations. The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2024 were not material, and we do not currently expect the cost of complying with existing trade laws and regulations to have a material adverse effect on our capital expenditures or earnings or on our competitive position in any one year. It is possible, however, that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have a material adverse effect on our future business or prospects. For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - Item 1A "Risk Factors- Risks Related to Legal and Regulatory Compliance" included elsewhere in this Form 10-K. **Current (2026):** We are subject to numerous U.S. and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations. Additionally, U.S. and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations. We believe that our operations are in material compliance with applicable trade regulations. The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2025 were not material, however, compliance with these laws has limited our ability to compete in certain regions. It is possible that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have an material adverse effect on our future business or prospects. For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - Item 1A "Risk Factors- Risks Related to Legal and Regulatory Compliance" included elsewhere in this Form 10-K. --- ## Modified: Net Income per Common Share **Key changes:** - Removed sentence: "With respect to its convertible debt issued in 2016, Teradyne was required to settle the principal of the convertible debt in cash; accordingly, the principal amount was excluded from the determination of diluted earnings per share." - Removed sentence: "As a result, Teradyne is accounting for the conversion spread using the treasury stock method." **Prior (2025):** 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. With respect to its convertible debt issued in 2016, Teradyne was required to settle the principal of the convertible debt in cash; accordingly, the principal amount was excluded from the determination of diluted earnings per share. As a result, Teradyne is accounting for the conversion spread using the treasury stock method. 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. **Current (2026):** 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. --- ## Modified: Foreign currency exchange rates and fluctuations in those rates may affect the Company's ability to realize projected growth rates in its sales and earnings. **Key changes:** - Reworded sentence: "The majority of our Robotics revenue is denominated in foreign currencies, and the strengthening of the U.S." - Added sentence: "In addition, many of our liabilities, including our outstanding indebtedness, and certain other cash payments, such as share repurchases, are payable in the United States in U.S." - Added sentence: "dollars, while a portion of our cash is generated outside the United States." - Added sentence: "As a result, currency fluctuations and changes in foreign exchange regulations can have a material adverse effect on our liquidity and financial condition." **Prior (2025):** Our financial statements are denominated in U.S. dollars. While revenues in our test businesses are predominantly in U.S. dollars, the majority of our Robotics revenue is denominated in foreign currencies. Strengthening of the U.S. dollar would negatively affect Robotics revenue growth. **Current (2026):** Our financial statements are denominated in U.S. dollars. The majority of our Robotics revenue is denominated in foreign currencies, and the strengthening of the U.S. dollar would negatively affect Robotics revenue growth. In addition, many of our liabilities, including our outstanding indebtedness, and certain other cash payments, such as share repurchases, are payable in the United States in U.S. dollars, while a portion of our cash is generated outside the United States. As a result, currency fluctuations and changes in foreign exchange regulations can have a material adverse effect on our liquidity and financial condition. --- ## Modified: Geographical Market **Key changes:** - Reworded sentence: "Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 113,263 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 174,084 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 43,765 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880" **Prior (2025):** Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 2,014,435 $ 113,263 $ - $ 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 261,299 174,084 - $ 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 213,034 43,765 - $ 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 **Current (2026):** Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 --- ## Modified: Exchange Rate Risk Management **Key changes:** - Added sentence: "35 35 Table of Contents Table of Contents Table of Contents We also enter into foreign currency forward contracts to hedge the impact of exchange rates on our revenues in Japanese Yen." - Added sentence: "These contracts have maturities of less than one year." - Added sentence: "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." - Added sentence: "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." - Added sentence: "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." **Prior (2025):** 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 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, 2024 and 2023, 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. **Current (2026):** 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. 35 35 Table of Contents Table of Contents Table of Contents 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. 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. --- ## Modified: We have incurred indebtedness and may incur additional indebtedness. **Key changes:** - Reworded sentence: "On May 1, 2020, we entered into a three-year, senior secured revolving credit facility of up to $400.0 million (the "Credit Facility")." - Reworded sentence: "We could borrow funds under this Credit Facility at any time for general corporate purposes and working capital." **Prior (2025):** On May 1, 2020, we entered into a three-year, senior secured revolving credit facility of up to $400.0 million. 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. The amended credit agreement provides that, subject to customary conditions, we 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. We could borrow funds under this credit facility at any time for general corporate purposes and working capital. On May 16, 2024, we borrowed $185.0 million under this credit facility, primarily to fund our acquisition of the 10% equity interest in Technoprobe discussed above. By December 31, 2024, we had fully repaid all amounts borrowed under the credit facility. As of February 20, 2025, there are no outstanding borrowings under the credit facility. Our outstanding and any additional indebtedness, among other things, could: •make it difficult to make payments on this indebtedness and our other obligations; make it difficult to make payments on this indebtedness and our other obligations; •make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes; make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes; •require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures, and require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures, and •limit our flexibility in planning for or reacting to changes in our business and the industries in which we complete. limit our flexibility in planning for or reacting to changes in our business and the industries in which we complete. **Current (2026):** On May 1, 2020, we entered into a three-year, senior secured revolving credit facility of up to $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. The amended credit agreement provides that, subject to customary conditions, we 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. We could borrow funds under this Credit Facility at any time for general corporate purposes and working capital. On September 4, 2025, September 19, 2025, and October 7, 2025, Teradyne borrowed a combined $250.0 million under the Credit Facility to support the ramp-up in manufacturing capabilities for Semiconductor Test and the strategy to return cash to shareholders through share repurchases, dividends, and inorganic growth opportunities. On December 31, 2025, we repaid $50 million of the outstanding borrowings. Further, we may incur significant additional secured and unsecured indebtedness in the future. Our outstanding and any additional indebtedness, among other things, could: •make it difficult to make payments on this indebtedness and our other obligations; make it difficult to make payments on this indebtedness and our other obligations; •make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes; make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes; •increase our vulnerability to adverse changes in general economic, industry and competitive conditions; increase our vulnerability to adverse changes in general economic, industry and competitive conditions; •require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures; and require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures; and •limit our flexibility in planning for or reacting to changes in our business and the industries in which we complete and placing us at a disadvantage compared to competitors with less debt or debt on more favorable terms. limit our flexibility in planning for or reacting to changes in our business and the industries in which we complete and placing us at a disadvantage compared to competitors with less debt or debt on more favorable terms. --- ## Modified: Trade regulations and restrictions impact our ability to manufacture certain products and to sell products to and support certain customers, which may materially adversely affect our sales and results of operations. **Key changes:** - Reworded sentence: "laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners, suppliers and other persons." - Reworded sentence: "Our export compliance program may not be sufficient to prevent all inadvertent compliance violations and there are risks that the compliance controls could be circumvented, exposing us to legal liabilities." - Reworded sentence: "origin technologies to certain Chinese semiconductor companies by adding those companies to the Entity List and the Foreign Direct Product Rule ("FDP") under U.S." - Reworded sentence: "The addition of certain of these companies to the Entity List has had and will continue to have an adverse impact on our business with these customers." **Prior (2025):** We are subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons. In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services and technologies, and in other circumstances are required to obtain an export license before exporting the controlled item. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. We maintain an export compliance program but there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. As further described below, compliance with these laws has not significantly limited our sales over time, but could significantly limit them in the future. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to drop, which could have a material adverse effect on our business, financial condition or results of operations. The U.S. government from time to time has issued export restrictions that prohibit U.S. companies from exporting U.S. manufactured products, foreign manufactured products with more than 25% controlled U.S. content, foreign made product which was produced using U.S. technology, as well as U.S. origin technology. For example, the U.S. Department of Commerce has restricted the access of U.S. origin technologies to certain Chinese semiconductor companies by adding those companies to the Entity List and the Foreign Direct Product Rule ("FDP") under U.S. Export Administration Regulations ("EAR"). On May 16, 2019, Huawei and 68 of its affiliates, including HiSilicon, were added to the U.S. Department of Commerce Entity List under EAR. On December 2, 2024, certain of our customers and prospective customers were added to the U.S. Department of Commerce Entity List or FDP under EAR. The addition of certain of these companies to the entity list and FDP has had and will continue to have an adverse impact on our business with these customers. We will take appropriate actions, including filing for licenses with the U.S. Department of Commerce to attempt to minimize the impact of the restrictions on our business. On April 28, 2020, the U.S. Department of Commerce published new export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China, Russia and Venezuela. The definition of military end user is broad. The regulations went into effect on June 29, 2020. In December 2020, the U.S. Department of Commerce issued a list of companies in China and other countries that it considered to be military end users. Compliance with the new export controls has impacted our ability to sell products to certain customers in China. In addition, while we maintain an export compliance program, our compliance controls could be circumvented, exposing us to legal liabilities. We will continue to assess the impact of these export controls on our business and operations and take appropriate actions to ensure compliance and minimize any disruption. However, we cannot be certain that the actions we take will mitigate all the risks associated with the export controls that may impact our business. On October 7, 2022, the U.S. Department of Commerce published regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and components and technology for the manufacturing in China of certain semiconductor manufacturing equipment. The restrictions impacted our sales to certain companies in China and our manufacturing and development operations in China. We mitigated the impact of these restrictions on our business by obtaining licenses from the U.S. Department of Commerce. On October 17, 2023, the U.S. Department of Commerce released new rules updating the export controls issued on October 7, 2022. The new rules, which took effect on November 17, 2023, significantly limit the impact of the October 7, 2022 restrictions on our business. On December 2, 2024, the U.S. Department of Commerce released additional new rules updating export controls. These regulations may continue to have an adverse impact on certain actual or potential customers and on the global semiconductor industry. To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, our business and revenues will be adversely impacted. In response to the regulations issued by the U.S. Department of Commerce, the Chinese government has passed new laws, including blocking legislation, which may impact our business activities in China. The Company is assessing the potential impact of these new Chinese laws and monitoring relevant laws and regulations issued by the Chinese government. The impact of these new Chinese laws on our business activities in China remains uncertain at this time. **Current (2026):** We are subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners, suppliers and other persons. In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services and technologies, and in other circumstances are required to obtain an export license. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. Our export compliance program may not be sufficient to prevent all inadvertent compliance violations and there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. As further described below, we cannot quantify the impact that the export controls and economic sanctions has had on our sales, however, compliance with these laws has limited our ability to compete in certain regions, and could continue to limit them in the future. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to drop, which could have a material adverse effect on our business, financial condition or results of operations. The U.S. government from time to time has issued export restrictions that prohibit U.S. companies from exporting U.S. manufactured products, foreign manufactured products with more than 25% controlled U.S. content, foreign made product which was produced using U.S. technology, as well as U.S. origin technology. For example, the U.S. Department of Commerce has restricted the access of U.S. origin technologies to certain Chinese semiconductor companies by adding those companies to the Entity List and the Foreign Direct Product Rule ("FDP") under U.S. Export Administration Regulations ("EAR"). The addition of certain of these companies to the Entity List has had and will continue to have an adverse impact on our business with these customers. We cannot guarantee that we will be able to file for licenses with the U.S. Department of Commerce or otherwise take actions in the future to minimize the impact of the restrictions on our business. The U.S. Department of Commerce issued and continues to update a list of companies in China and other countries that it considered to be military end users. Compliance with the military end user rule has impacted our ability to sell products to certain customers in China. We cannot be certain that the actions we take will address all of the risks associated with the export controls that may impact our business and our compliance controls could be circumvented, exposing us to legal liabilities. We anticipate the U.S. Department of Commerce will continue to release new export control regulations. These regulations may continue to have an adverse impact on certain actual or potential customers and on the global semiconductor industry. To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, our business and revenues will be adversely impacted. In response to the regulations issued by the U.S. Department of Commerce, the Chinese government has passed new laws, including blocking legislation, which may impact our business activities in China. The Company is assessing the potential impact of these new Chinese laws and monitoring relevant laws and regulations issued by the Chinese government. The impact of these new Chinese laws on our business activities in China remains uncertain at this time. --- ## Modified: A breach of our operational or security systems could negatively affect our business and results of operations. **Key changes:** - Reworded sentence: "Despite the preventive security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain 17 17 Table of Contents Table of Contents Table of Contents unauthorized access to our networks or sabotage our systems." - Reworded sentence: "Additionally, evolving geopolitical tensions or conflicts have created a heightened risk of cybersecurity attacks." - Reworded sentence: "Attempts to gain unauthorized access to our information technology networks and systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects." - Added sentence: "Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.A breach of the security of our products could negatively affect our business and results of operations." - Added sentence: "We may be subject to security breaches of certain of our products caused by viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by third parties or our employees or contractors." **Prior (2025):** We rely on various information technology networks and systems to process, transmit and store electronic information, including proprietary and confidential data, and to carry out and support a variety of business activities, including manufacturing, research and development, supply chain management, sales and accounting. We have experienced several attempted cyber-attacks of our network. None of the attempted attacks have caused a disruption to our operations or had a material adverse effect on our business or financial results. As a result of the attempts, we have taken further preventive security measures to protect our systems. Despite the preventative security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain unauthorized access to our networks or sabotage our systems. These attempts, which might be related to criminal hackers, industrial espionage or state-sponsored intrusions, include trying to covertly introduce malware to our computers, networks and systems and impersonating authorized users. In addition, third party suppliers and service providers that we rely on to manage our networks and 17 17 17 Table of Contents Table of Contents Table of Contents systems and who process and store our proprietary and confidential data, including the data of our customers and suppliers, may also be subject to similar attacks. Employees and contractors may also attempt to gain unauthorized access to our systems and steal proprietary and confidential data. Such attempts could result in the misappropriation, theft, misuse, disclosure or loss or destruction of the intellectual property, or the proprietary, confidential or personal information, of Teradyne or our employees, customers, suppliers or other third parties, as well as damage to or disruptions in our information technology networks and systems. These threats are constantly evolving and expanding, such as through the increased use of artificial intelligence in our products and expanding remote work opportunities for our employees, thereby increasing the difficulty of defending against them or implementing adequate preventative measures. While we seek to detect and investigate all security incidents and to prevent their recurrence, attempts to gain unauthorized access to our information technology networks and systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects. A failure in or a breach of our operational or security systems or infrastructure, or those of our suppliers and other service providers, including as a result of cyber-attacks, could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses and increase our costs. We expect to continue to devote significant resources to the security of our information technology networks and systems. **Current (2026):** We rely on various information technology networks and systems to process, transmit and store electronic information, including proprietary and confidential data, and to carry out and support a variety of business activities, including manufacturing, research and development, supply chain management, sales and accounting. We have experienced several attempted cyber-attacks of our network. None of the attempted attacks have caused a disruption to our operations or had a material adverse effect on our business or financial results. As a result of the attempts, we have taken further preventive security measures to protect our systems. Despite the preventive security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain 17 17 Table of Contents Table of Contents Table of Contents unauthorized access to our networks or sabotage our systems. These attempts, which might be related to criminal hackers, industrial espionage or state-sponsored intrusions, include trying to covertly introduce malware to our computers, networks and systems and impersonating authorized users. Additionally, evolving geopolitical tensions or conflicts have created a heightened risk of cybersecurity attacks. In addition, third party suppliers and service providers that we rely on to manage our networks and systems and who process and store our proprietary and confidential data, including the data of our customers and suppliers, may also be subject to similar attacks. Employees and contractors may also attempt to gain unauthorized access to our systems and steal proprietary and confidential data. Such attempts could result in the misappropriation, theft, misuse, disclosure or loss or destruction of the intellectual property, or the proprietary, confidential or personal information, of Teradyne or our employees, customers, suppliers or other third parties, as well as damage to or disruptions in our information technology networks and systems. These threats are constantly evolving and expanding, such as through the increased use of artificial intelligence in our products and expanding remote work opportunities for our employees, thereby increasing the difficulty of defending against them or implementing adequate preventative measures. Attempts to gain unauthorized access to our information technology networks and systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects. A failure in or a breach of our operational or security systems or infrastructure, or those of our suppliers and other service providers, including as a result of cyber-attacks, could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses and increase our costs. We expect to continue to devote significant resources to the security of our information technology networks and systems. Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.A breach of the security of our products could negatively affect our business and results of operations. We may be subject to security breaches of certain of our products caused by viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by third parties or our employees or contractors. A breach of our product security systems could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses, and increase our costs. We expect to continue to devote significant resources to the security of our products.We are exposed to risks related to the use of AI tools by us and others.Our use of AI tools may subject us to significant competitive, legal, regulatory and other risks, and there can be no assurance that our use of AI tools will enhance our products, business operations or result in a benefit to us. Our competitors may be more successful in their use of AI tools, including by developing superior products or improving their operations with the assistance of AI. Additionally, there could be adverse impacts from flawed algorithms, including related to incorporation of third-party copyrighted materials into large language models; data quality and bias, as well as challenges implementing and maintaining AI tools, such as the complications arising from integrating such tools with existing systems and practices, and from reliance on third-party AI vendors. Our use of AI tools, or our customers uses of our products that incorporate AI, could also result in the loss of confidential information or intellectual property or an inability to claim or enforce intellectual property rights, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy, cybersecurity, and the unauthorized use of our data. The jurisdictions in which we conduct business have and may adopt laws and regulations related to AI, which could cause us to incur greater compliance costs, limit our use of AI tools, or subject us to legal liabilities. Risks Related to Legal and Regulatory Compliance The implementation of tariffs on our products may have a material impact on our business. Our business operations and supply chain are global and may be disrupted by the implementation of tariffs. In recent years, the United States has imposed significant tariffs on goods from some of our trading partners, and more significant tariffs continue to be threatened in light of rapidly evolving geopolitical tensions.We cannot predict what further actions may ultimately be taken with respect to tariffs or what products or entities may be subject to such actions, or what reciprocation may be taken by other countries in response to U.S. actions. If we cannot find ways to mitigate the potential impacts from these tariffs successfully or in a timely manner, these additional tariffs and policies could have a significant impact on our business and operating results. The actual impact on any new tariffs is subject to a number of factors including the effective date, duration, amount, scope and nature of the tariffs. To date, recent tariff changes have not had a material adverse effect on our business, financial condition or results of operations, however, in the future, the implementation of additional tariffs by the United States or other countries could have a material adverse effect on our business, financial condition or results of operations. unauthorized access to our networks or sabotage our systems. These attempts, which might be related to criminal hackers, industrial espionage or state-sponsored intrusions, include trying to covertly introduce malware to our computers, networks and systems and impersonating authorized users. Additionally, evolving geopolitical tensions or conflicts have created a heightened risk of cybersecurity attacks. In addition, third party suppliers and service providers that we rely on to manage our networks and systems and who process and store our proprietary and confidential data, including the data of our customers and suppliers, may also be subject to similar attacks. Employees and contractors may also attempt to gain unauthorized access to our systems and steal proprietary and confidential data. Such attempts could result in the misappropriation, theft, misuse, disclosure or loss or destruction of the intellectual property, or the proprietary, confidential or personal information, of Teradyne or our employees, customers, suppliers or other third parties, as well as damage to or disruptions in our information technology networks and systems. These threats are constantly evolving and expanding, such as through the increased use of artificial intelligence in our products and expanding remote work opportunities for our employees, thereby increasing the difficulty of defending against them or implementing adequate preventative measures. Attempts to gain unauthorized access to our information technology networks and systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects. A failure in or a breach of our operational or security systems or infrastructure, or those of our suppliers and other service providers, including as a result of cyber-attacks, could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses and increase our costs. We expect to continue to devote significant resources to the security of our information technology networks and systems. Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage. --- ## Modified: We may not fully realize the benefits of our acquisitions or strategic alliances. **Key changes:** - Reworded sentence: "Since 2015, we have completed the acquisitions of Universal Robots (2015), Energid and MiR (2018), Lemsys and AutoGuide (2019), and most recently, AET and Quantifi in 2025." - Added sentence: "We review our amortizable intangible assets for impairment at the reporting unit level when events or changes in circumstances indicate the carrying value may not be recoverable and we test goodwill for impairment at least annually." - Added sentence: "Factors that may be considered in assessing whether goodwill or intangible assets may be impaired include a decline in our stock price or market capitalization, reduced estimates of reporting unit future cash flows and slower growth rates in our industries." - Added sentence: "We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our financial position and results of operations." - Added sentence: "Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on experience and to rely heavily on projections of future operating performance." **Prior (2025):** In June 2015, we acquired Universal Robots, in 2018, we acquired Energid and MiR and, in 2019, we acquired Lemsys and AutoGuide. In May 2024, we closed on our strategic partnership agreement with Technoprobe which included Teradyne acquiring 10% of the equity in Technoprobe. We may not be able to realize the benefits of acquiring or successfully growing these businesses. We may continue to acquire additional businesses, form strategic alliances, or create joint ventures with third parties that we believe will complement or augment our existing businesses. We may not be able to realize the expected synergies and cost savings from the integration with our existing operations of other businesses or technologies that we may acquire. In addition, the integration process for our acquisitions may be complex, costly and time consuming and include unanticipated issues, expenses, and liabilities. We may have difficulty in developing, manufacturing, and marketing the products of a newly acquired company in a manner that enhances the performance of our combined businesses or product lines and allows us to realize value from expected synergies. Following an acquisition, we may not achieve the revenue or net income levels that justify the acquisition. Acquisitions may also result in one-time charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill or acquired intangible assets, or adjustments to contingent consideration liabilities that adversely affect our operating results. Additionally, we may fund acquisitions of new businesses, strategic alliances, or joint ventures by utilizing our cash, incurring debt, issuing shares of our common stock, or by other means. Additionally, we may face restrictions pursuant to the terms of an acquisition or strategic alliance agreement. **Current (2026):** Since 2015, we have completed the acquisitions of Universal Robots (2015), Energid and MiR (2018), Lemsys and AutoGuide (2019), and most recently, AET and Quantifi in 2025. Additionally, in May 2024, we closed on our strategic partnership agreement with Technoprobe which included our acquisition of 10% of the equity in Technoprobe. We may not be able to realize the benefits of acquiring or successfully growing these businesses. We may continue to acquire additional businesses, form strategic alliances, or create joint ventures with third parties that we believe will complement or augment our existing businesses. We may not be able to realize the expected synergies and cost savings from the integration with our existing operations of other businesses or technologies that we may acquire. In addition, the integration process for our acquisitions may be complex, costly and time consuming and include unanticipated issues, expenses, and liabilities. We may have difficulty in developing, manufacturing, and marketing the products of a newly acquired company in a manner that enhances the performance of our combined businesses or product lines and allows us to realize value from expected synergies. Following an acquisition, we may not achieve the revenue or net income levels that justify the acquisition. Acquisitions may also result in one-time charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill or acquired intangible assets, or adjustments to contingent consideration liabilities that adversely affect our operating results. We review our amortizable intangible assets for impairment at the reporting unit level when events or changes in circumstances indicate the carrying value may not be recoverable and we test goodwill for impairment at least annually. Factors that may be considered in assessing whether goodwill or intangible assets may be impaired include a decline in our stock price or market capitalization, reduced estimates of reporting unit future cash flows and slower growth rates in our industries. We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our financial position and results of operations. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on experience and to rely heavily on projections of future operating performance. Because we operate in highly competitive environments, projections of our future operating results and cash flows may vary significantly from our actual results. Additionally, we may fund acquisitions of new businesses, strategic alliances, or joint ventures by utilizing our cash, incurring debt, issuing shares of our common stock, or by other means. We may also face restrictions pursuant to the terms of an acquisition or strategic alliance agreement. --- ## Modified: A. THE COMPANY **Key changes:** - Reworded sentence: "("Teradyne") is a leading global provider of automated test equipment and robotics solutions." - Reworded sentence: "Revenue Recognition Revenue from Contracts with Customers In accordance with Accounting Standards Codification ("ASC") 606, Teradyne recognizes revenues, when or as control is transferred to a customer." - Removed sentence: "•Teradyne determines the transaction price to be the amount of consideration to which Teradyne expects to be entitled to, which is generally at contractually stated prices.•Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation." - Removed sentence: "Teradyne uses standalone transactions when available to value each performance obligation." - Removed sentence: "If standalone transactions are not available, Teradyne will estimate the standalone selling price through market assessments or" **Prior (2025):** Teradyne, Inc. ("Teradyne") is a leading global supplier of automated test equipment and robotics solutions. Teradyne designs, develops, manufactures, and sells automated test systems and robotics products. Teradyne's automated test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne's robotics products consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency, and decrease manufacturing and logistics costs. Teradyne's automated test equipment and robotics products and services include: •semiconductor test ("Semiconductor Test") systems; semiconductor test ("Semiconductor Test") systems; •robotics ("Robotics") products; and robotics ("Robotics") products; and •defense/aerospace ("Defense/Aerospace") test instrumentation and systems, circuit-board test and inspection ("Production Board Test") systems, and wireless test systems (referred collectively as "All Other"). defense/aerospace ("Defense/Aerospace") test instrumentation and systems, circuit-board test and inspection ("Production Board Test") systems, and wireless test systems (referred collectively as "All Other"). B.ACCOUNTING POLICIES The consolidated financial statements include the accounts of Teradyne and its wholly owned subsidiaries. All significant intercompany balances and transactions are eliminated. Certain prior years' amounts were reclassified to conform to the current year presentation. Preparation of Financial Statements and Use of Estimates The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to revenue, inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions. Revenue Recognition Revenue from Contracts with Customers In accordance with ASC 606, Teradyne recognizes revenues, when or as control is transferred to a customer. Teradyne's determination of revenue is dependent upon a five-step process outlined below. •Teradyne accounts for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. •Teradyne periodically enters into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. Teradyne determines performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract. •Teradyne determines the transaction price to be the amount of consideration to which Teradyne expects to be entitled to, which is generally at contractually stated prices.•Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. Teradyne uses standalone transactions when available to value each performance obligation. If standalone transactions are not available, Teradyne will estimate the standalone selling price through market assessments or **Current (2026):** Teradyne, Inc. ("Teradyne") is a leading global provider of automated test equipment and robotics solutions. Teradyne's automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne's robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency while reducing costs. In the first quarter of 2025, Teradyne identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025. Teradyne's automated test equipment and robotics products and services include: •semiconductor test ("Semiconductor Test") systems; semiconductor test ("Semiconductor Test") systems; •robotics ("Robotics") products; and robotics ("Robotics") products; and •product test ("Product Test") systems, which include circuit-board test and inspection systems, wireless test systems photonic integrated circuit ("PIC") test solutions, and defense and aerospace test instrumentation and systems. product test ("Product Test") systems, which include circuit-board test and inspection systems, wireless test systems photonic integrated circuit ("PIC") test solutions, and defense and aerospace test instrumentation and systems. B. ACCOUNTING POLICIES The consolidated financial statements include the accounts of Teradyne and its wholly owned subsidiaries. All significant intercompany balances and transactions are eliminated. Certain prior years' amounts were reclassified to conform to the current year presentation. Preparation of Financial Statements and Use of Estimates The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to revenue, inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions. Revenue Recognition Revenue from Contracts with Customers In accordance with Accounting Standards Codification ("ASC") 606, Teradyne recognizes revenues, when or as control is transferred to a customer. Teradyne's determination of revenue is dependent upon a five-step process outlined below. •Teradyne accounts for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. •Teradyne periodically enters into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. Teradyne determines performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract. --- ## Modified: Comparative Stock Performance Graph **Key changes:** - Reworded sentence: "The comparison assumes $100.00 was invested on December 31, 2020 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any." **Prior (2025):** The following graph compares the change in our cumulative total shareholder return in our common stock with (i) the Standard & Poor's 500 Index and (ii) the Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group. The comparison assumes $100.00 was invested on December 31, 2019 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. Historic stock price performance is not necessarily indicative of future price performance. **Current (2026):** The following graph compares the change in our cumulative total shareholder return in our common stock with (i) the Standard & Poor's 500 Index and (ii) the Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group. The comparison assumes $100.00 was invested on December 31, 2020 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. Historic stock price performance is not necessarily indicative of future price performance. --- ## Modified: Retirement Plans **Key changes:** - Reworded sentence: "For the year ended December 31, 2025, our pension expense, which includes the U.S." - Reworded sentence: "Supplemental Executive Defined Benefit Plan, was approximately $4.3 million." - Reworded sentence: "We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future." - Reworded sentence: "We believe that 5.05% was an appropriate rate of return on assets to use for 2025." - Reworded sentence: "Plan's expected cash flows and was 5.30% at December 31, 2025, down from 5.45% at December 31, 2024." **Prior (2025):** ASC 715-20, "Compensation - Retirement Benefits - Defined Benefit Plans," 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 715-20. The pension asset or liability represents the difference between the fair value of the pension plans' assets and the projected benefit obligation as of December 31. For other postretirement benefit plans, the liability is the difference between the fair value of the plan's assets and the accumulated postretirement benefit obligation as of December 31. For the year ended December 31, 2024, our pension expense, which includes the U.S. Qualified Pension Plan ("U.S. Plan"), certain qualified plans for non-U.S. subsidiaries, and a U.S. Supplemental Executive Defined Benefit Plan, was approximately $0.1 million. Pension expense is calculated based upon a number of actuarial assumptions. Discount rate and expected return on assets are two assumptions which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related 32 32 32 Table of Contents Table of Contents Table of Contents to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future. In developing the expected return on U.S. Plan assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 4.65% was an appropriate rate of return on assets to use for 2024. The December 31, 2024 asset allocation for our U.S. Plan was 94.0% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations. We recognize net actuarial gains and losses and the change in the fair value of plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. We calculate 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 that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan's expected cash flows and was 5.45% at December 31, 2024, up from 4.75% at December 31, 2023. We estimate that in 2025, we will recognize approximately $0.1 million of pension expense for the U.S. Plan. The U.S. Plan pension expense estimate for 2025 is based on a 5.45% discount rate and a 5.05% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans. As of December 31, 2024, our pension plans had no unrecognized pension prior service cost. The assets of the U.S. Plan consist substantially of fixed income securities. U.S. Plan assets have decreased from $112.6 million at December 31, 2023 to $81.4 million at December 31, 2024, while the U.S. Plan's liability decreased from $101.1 million at December 31, 2023 to $69.4 million at December 31, 2024. Our funding policy is to make contributions to our pension plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2024, we made contributions of $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 2025, we expect to contribute approximately $3.3 million to the U.S. supplemental executive defined benefit pension plan. Contributions to be made in 2025 to certain qualified plans for non-U.S. subsidiaries are based on local statutory requirements and are estimated at approximately $1.1 million. **Current (2026):** ASC 715-20, "Compensation - Retirement Benefits - Defined Benefit Plans," 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 715-20. The pension asset or liability represents the difference between the fair value of the pension plans' assets and the projected benefit obligation as of December 31. For other postretirement benefit plans, the liability is the difference between the fair value of the plan's assets and the accumulated postretirement benefit obligation as of December 31. For the year ended December 31, 2025, our pension expense, which includes the U.S. Qualified Pension Plan ("U.S. Plan"), certain qualified plans for non-U.S. subsidiaries, and a U.S. Supplemental Executive Defined Benefit Plan, was approximately $4.3 million. Pension expense is calculated based upon a number of actuarial assumptions. Discount rate and expected return on assets are two assumptions which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future. In developing the expected return on U.S. Plan assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 5.05% was an appropriate rate of return on assets to use for 2025. The December 31, 2025, asset allocation for our U.S. Plan was 94.0% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations. We recognize net actuarial gains and losses and the change in the fair value of plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. We calculate 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 that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan's expected cash flows and was 5.30% at December 31, 2025, down from 5.45% at December 31, 2024. We estimate that in 2026 we will recognize approximately $0.1 million of pension income for the U.S. Plan. The U.S. Plan pension income estimate for 2026 is based on a 5.30% discount rate and a 5.10% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans. As of December 31, 2025, our pension plans had no unrecognized pension prior service cost. 33 33 Table of Contents Table of Contents Table of Contents The assets of the U.S. Plan consist substantially of fixed income securities. U.S. Plan assets have decreased from $81.4 million at December 31, 2024 to $80.6 million at December 31, 2025, while the U.S. Plan's liability decreased from $69.4 million at December 31, 2024 to $68.6 million at December 31, 2025.Our funding policy is to make contributions to our pension plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2025, we made contributions of $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. In 2026, we expect to contribute approximately $3.6 million to the U.S. supplemental executive defined benefit pension plan. Contributions to be made in 2026 to certain qualified plans for non-U.S. subsidiaries are based on local statutory requirements and are estimated at approximately $1.7 million. Equity Compensation Plans As of December 31, 2025, our stockholders have approved two equity compensations plans under which equity securities are authorized for issuance: our 1996 Employee Stock Purchase Plan (the "ESPP"), as discussed in Note S: "Stock-Based Compensation" in Notes to Consolidated Financial Statements, as well as our Equity and Cash Compensation Incentive Plan (the "Equity Plan"). The plans were initially approved by our stockholders on March 19, 1996 and May 12, 2006, respectively, and most recently approved as amended on May 7, 2021, and May 12, 2025, respectively.Under the ESPP and the Equity Plan, as amended, our stockholders have approved an aggregate of 33.4 million and 32.0 million shares, respectively, issuable thereunder. At our annual meeting of stockholders held May 9, 2025, our stockholders approved an amendment and restatement of the Equity Plan. The amendments, among other changes, renamed the plan to the "Equity and Cash Compensation Incentive Plan," eliminated the then-current term end date of May 12, 2025, and added a provision that incentive stock options may not be granted without shareholder approval following the ten-year anniversary of the Board's approval of the amended Equity Plan, which is March 24, 2035.The following table presents information about these plans as of December 31, 2025 (share numbers in thousands): Plan category Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights (1) Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column one) (2) Equity plans approved by shareholders 1,798 $ 108.00 6,227 (1)Includes 1,634,922 shares of restricted stock units that are not included in the calculation of the weighted average exercise price. (2)Consists of 3,050,235 securities available for issuance under the 2006 Equity Plan and 3,176,598 of securities available for issuance under the Employee Stock Purchase Plan. The purpose of the 2006 Equity Plan is to motivate employees, officers and directors by providing equity ownership and compensation opportunities in Teradyne. The aggregate number of shares available under the 2006 Equity Plan as of December 31, 2025, was 3,050,235 shares of our common stock. The 2006 Equity Plan authorizes the grant of stock-based awards in the form of (1) non-qualified and incentive stock options, (2) stock appreciation rights, (3) restricted stock awards and restricted stock unit awards, (4) phantom stock, and (5) other stock-based awards. Awards may be tied to time-based vesting schedules and/or performance-based vesting measured by reference to performance criteria chosen by the Compensation Committee of the Board of Directors, which administers the 2006 Equity Plan. Awards may be made to any employee, officer, consultant and advisor of Teradyne and our subsidiaries, as well as to our directors. The maximum number of shares of stock-based awards that may be granted to one participant during any one fiscal year is 2,000,000 shares of common stock.As of December 31, 2025, total unrecognized compensation expense related to non-vested restricted stock units and options was $97.3 million and is expected to be recognized over a weighted average period of 2.6 years. The assets of the U.S. Plan consist substantially of fixed income securities. U.S. Plan assets have decreased from $81.4 million at December 31, 2024 to $80.6 million at December 31, 2025, while the U.S. Plan's liability decreased from $69.4 million at December 31, 2024 to $68.6 million at December 31, 2025. Our funding policy is to make contributions to our pension plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2025, we made contributions of $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. In 2026, we expect to contribute approximately $3.6 million to the U.S. supplemental executive defined benefit pension plan. Contributions to be made in 2026 to certain qualified plans for non-U.S. subsidiaries are based on local statutory requirements and are estimated at approximately $1.7 million. --- ## Modified: Translation of Non-U.S. Currencies **Key changes:** - Reworded sentence: "dollar, except for Robotics for which the local currency is its functional currency." - Reworded sentence: "For Robotics, assets and liabilities are translated into U.S." - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "See Note J: "Financial Instruments" regarding foreign exchange contracts." **Prior (2025):** The functional currency for all non-U.S. subsidiaries is the U.S. dollar, except for Robotics and Lemsys 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 and Lemsys, 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, 2024, 2023 and 2022, losses (gains) from the remeasurement of the monetary assets and liabilities denominated in foreign currencies were $2.8 million, $10.9 million, and $10.8 million, respectively. 50 50 50 Table of Contents Table of Contents Table of Contents These amounts do not reflect the corresponding (gains) losses from foreign exchange contracts. See Note I: "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. With respect to its convertible debt issued in 2016, Teradyne was required to settle the principal of the convertible debt in cash; accordingly, the principal amount was excluded from the determination of diluted earnings per share. As a result, Teradyne is accounting for the conversion spread using the treasury stock method. 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. These amounts do not reflect the corresponding (gains) losses from foreign exchange contracts. See Note I: "Financial Instruments" regarding foreign exchange contracts. These amounts do not reflect the corresponding (gains) losses from foreign exchange contracts. See Note I: "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. With respect to its convertible debt issued in 2016, Teradyne was required to settle the principal of the convertible debt in cash; accordingly, the principal amount was excluded from the determination of diluted earnings per share. As a result, Teradyne is accounting for the conversion spread using the treasury stock method. **Current (2026):** 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. 51 51 Table of Contents Table of Contents Table of Contents 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. 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. These amounts do not reflect the corresponding (gains) losses from foreign exchange contracts. See Note J: "Financial Instruments" regarding foreign exchange contracts. 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. --- ## Modified: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS **Key changes:** - Reworded sentence: "THE COMPANYTeradyne, Inc." **Prior (2025):** A.THE COMPANY Teradyne, Inc. ("Teradyne") is a leading global supplier of automated test equipment and robotics solutions. Teradyne designs, develops, manufactures, and sells automated test systems and robotics products. Teradyne's automated test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne's robotics products consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency, and decrease manufacturing and logistics costs. Teradyne's automated test equipment and robotics products and services include: •semiconductor test ("Semiconductor Test") systems; •robotics ("Robotics") products; and•defense/aerospace ("Defense/Aerospace") test instrumentation and systems, circuit-board test and inspection ("Production Board Test") systems, and wireless test systems (referred collectively as "All Other"). **Current (2026):** A. THE COMPANYTeradyne, Inc. ("Teradyne") is a leading global provider of automated test equipment and robotics solutions. Teradyne's automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne's robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency while reducing costs. In the first quarter of 2025, Teradyne identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025. Teradyne's automated test equipment and robotics products and services include:•semiconductor test ("Semiconductor Test") systems;•robotics ("Robotics") products; and•product test ("Product Test") systems, which include circuit-board test and inspection systems, wireless test systems photonic integrated circuit ("PIC") test solutions, and defense and aerospace test instrumentation and systems. --- ## Modified: Retirement and Postretirement Plans **Key changes:** - Reworded sentence: "Discount rate and expected return on assets are two assumptions 25 25 Table of Contents Table of Contents Table of Contents which are important elements of pension plan expense and asset/liability measurement." - Reworded sentence: "We believe that 5.05% was an appropriate rate of return on assets to use for 2025." - Reworded sentence: "Plan's expected cash flows and was 5.30% at December 31, 2025, down from 5.45% at December 31, 2024." - Added sentence: "Goodwill, Intangible and Long-Lived Assets Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired." - Added sentence: "Goodwill is assessed for impairment at the reporting unit level annually during the fourth quarter of each fiscal year, as of December 31, or more frequently if we believe indicators of impairment exist." **Prior (2025):** We recognize net actuarial gains and losses and the change in the fair value of the plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. Discount rate and expected return on assets are two assumptions which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future. In developing the expected return on U.S. Qualified Pension Plan ("U.S. Plan") assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 4.65% was an appropriate rate of return on assets to use for 2024. The December 31, 2024 asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations. The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan's expected cash flows and was 5.45% at December 31, 2024, up from 4.75% at December 31, 2023. We estimate that in 2025 we will recognize approximately $0.1 million of pension expense for the U.S. Plan. The U.S. Plan pension expense estimate for 2025 is based on a 5.45% discount rate and a 5.05% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans. **Current (2026):** We recognize net actuarial gains and losses and the change in the fair value of the plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. Discount rate and expected return on assets are two assumptions 25 25 Table of Contents Table of Contents Table of Contents which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future. In developing the expected return on U.S. Qualified Pension Plan ("U.S. Plan") assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 5.05% was an appropriate rate of return on assets to use for 2025. The December 31, 2025, asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations. The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan's expected cash flows and was 5.30% at December 31, 2025, down from 5.45% at December 31, 2024. We estimate that in 2026 we will recognize approximately $0.1 million of pension income for the U.S. Plan. The U.S. Plan pension income estimate for 2026 is based on a 5.30% discount rate and a 5.10% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans. Goodwill, Intangible and Long-Lived Assets Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Goodwill is assessed for impairment at the reporting unit level annually during the fourth quarter of each fiscal year, as of December 31, or more frequently if we believe indicators of impairment exist. Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill. For our annual impairment assessment, we have the option to evaluate qualitative factors such as industry and market conditions, and entity specific financial performance and events, including changes in management, strategy and key customers. If based on our qualitative assessment it is more likely than not that the fair value of the reporting unit is less than its carry amount, we are required to perform quantitative impairment testing. If necessary, an impairment loss is recognized in an amount equal to the excess of the reporting unit's carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. Intangible assets acquired through a business combination typically consist of developed technologies, customer relationships, and trademarks and trade names. Long-lived assets primarily consist of property and equipment and operating lease right-of-use assets. We engage third-party valuation specialists to assist us with the initial measurement of the fair value of acquired intangible assets. We evaluate the recoverability of intangible assets and long-lived assets whenever events and changes in circumstances, such as reductions in demand or significant economic slowdowns, indicate that the carrying amount of an asset may not be fully recoverable. When indicators of impairment are present, the future undiscounted cash flows of the related asset group are compared to its carrying value. If necessary, the net book value of the underlying asset is adjusted to fair value as indicated by the sum of the expected discounted cash flows. Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows. The impairment assessment of goodwill, intangible assets and long-lived assets involves critical estimates and assumptions, which may be unpredictable and inherently uncertain. These estimates and assumptions may include projected revenue growth rates, projected earnings before interest, taxes, depreciation, and amortization margins, discount rate, and comparable market multiples, specifically revenue multiples. Any changes in key assumptions could impact the result of the impairment assessment. 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. Evaluating the positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, "Accounting for Income Taxes" is a key judgment in the valuation of 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 our assessment, we concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized. which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future. In developing the expected return on U.S. Qualified Pension Plan ("U.S. Plan") assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 5.05% was an appropriate rate of return on assets to use for 2025. The December 31, 2025, asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations. The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan's expected cash flows and was 5.30% at December 31, 2025, down from 5.45% at December 31, 2024. We estimate that in 2026 we will recognize approximately $0.1 million of pension income for the U.S. Plan. The U.S. Plan pension income estimate for 2026 is based on a 5.30% discount rate and a 5.10% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans. --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Product gross profit $ 1,524.2 $ 1,334.0 $ 190.2 Percent of product revenues 57.3 % 58.1 % (0.8 ) Service gross profit $ 333.2 $ 314.9 $ 18.3 Percent of service revenues 62.9 % 60.0 % 2.9 Product revenues gross profit percentage decreased by 0.8 points primarily due to product mix." - Reworded sentence: "Of the $18.9 million of total excess and obsolete provisions, $13.6 million was related to Semiconductor Test, $2.3 million was related to Robotics, and $3.1 million was related to Product Test." **Prior (2025):** Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 **Current (2026):** Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## Modified: If we fail to develop new technologies to adapt to our customers' needs or if our customers fail to accept our new products, our revenues will be adversely affected. **Key changes:** - Reworded sentence: "In the electronics, semiconductor, and robotics industries, products are often replaced by more technologically advanced substitutes and, as demand for older technology falls, the price at which such products can be sold drops." - Added sentence: "10 10 Table of Contents Table of Contents Table of Contents Risks Associated with Operating a Global Business We are subject to risks of operating internationally." - Added sentence: "A significant portion of our consolidated revenues is derived from customers outside the United States." - Added sentence: "Our international sales and operations are subject to significant risks and difficulties, including: •unexpected changes in legal and regulatory requirements affecting international markets;•cost increases due to inflation;•expense and complexity of complying with U.S." - Added sentence: "and foreign import and export regulations;•changes in tariffs and foreign currency exchange rates;•social, political and economic instability, acts of terrorism and international conflicts;•restrictions on the transfer of funds;•disruption caused by health pandemics;•difficulties in protecting intellectual property;•difficulties in accounts receivable collection;•cultural differences in the conduct of business;•difficulties in staffing and managing international operations;•compliance with anti-corruption laws, cybersecurity, data privacy regulations, customs and trade regulations;•compliance with international tax laws and regulations.In addition, an increasing portion of our products and the products we purchase from our suppliers are sourced or manufactured in foreign locations, including Malaysia and Denmark, and a large portion of the devices our products test are fabricated and tested by foundries and subcontractors in Taiwan, China, Korea and other parts of Asia." **Prior (2025):** We believe that our technological position depends primarily on the technical competence and creative ability of our engineers. In a rapidly evolving market, such as ours, the development or acquisition of new technologies, commercialization of those technologies into products and market acceptance and customer demand for those products are critical to our success. Successful product development or acquisition, introduction and acceptance depend upon a number of factors, including: •new product selection; new product selection; •ability to meet customer requirements including with respect to safety and cyber security; ability to meet customer requirements including with respect to safety and cyber security; •development of competitive products by competitors; development of competitive products by competitors; •timely and efficient completion of product design; timely and efficient completion of product design; •timely and efficient implementation of manufacturing and manufacturing processes; timely and efficient implementation of manufacturing and manufacturing processes; •timely remediation of product performance issues, if any, identified during testing; timely remediation of product performance issues, if any, identified during testing; •assembly processes and product performance at customer locations; assembly processes and product performance at customer locations; •differentiation of our products from our competitors' products; differentiation of our products from our competitors' products; •management of customer expectations concerning product capabilities and product life cycles; management of customer expectations concerning product capabilities and product life cycles; •transition of customers to new product platforms; transition of customers to new product platforms; 10 10 10 Table of Contents Table of Contents Table of Contents •compliance with product safety regulations; compliance with product safety regulations; •ability to protect products from cyber attacks when used by our customers; ability to protect products from cyber attacks when used by our customers; •ability to attract and retain technical talent; and ability to attract and retain technical talent; and •innovation that does not infringe on the intellectual property rights of third parties. innovation that does not infringe on the intellectual property rights of third parties. **Current (2026):** We believe that our technological position depends primarily on the technical competence and creative ability of our engineers. In a rapidly evolving market, such as ours, the development or acquisition of new technologies, commercialization of those technologies into products and market acceptance and customer demand for those products are critical to our success. In the electronics, semiconductor, and robotics industries, products are often replaced by more technologically advanced substitutes and, as demand for older technology falls, the price at which such products can be sold drops. If we cannot advance new technologies to meet our customers' demands, our revenues and financial condition may be adversely impacted. Successful product development or acquisition, introduction and acceptance depend upon a number of factors, including: •new product selection and ability to predict market requirements and design new products that address those requirements; new product selection and ability to predict market requirements and design new products that address those requirements; •ability to meet customer requirements including with respect to safety and cybersecurity; ability to meet customer requirements including with respect to safety and cybersecurity; •development of competitive products by competitors; development of competitive products by competitors; •timely and efficient completion of product design; timely and efficient completion of product design; •timely and efficient implementation of manufacturing and manufacturing processes; timely and efficient implementation of manufacturing and manufacturing processes; •timely remediation of product performance issues, if any, identified during testing; timely remediation of product performance issues, if any, identified during testing; •assembly processes and product performance at customer locations; assembly processes and product performance at customer locations; •differentiation of our products from our competitors' products; differentiation of our products from our competitors' products; •management of customer expectations concerning product capabilities and product life cycles; management of customer expectations concerning product capabilities and product life cycles; •transition of customers to new product platforms; transition of customers to new product platforms; •compliance with product safety regulations; compliance with product safety regulations; •ability to protect products from cyber attacks when used by our customers; ability to protect products from cyber attacks when used by our customers; •ability to attract and retain technical talent; and ability to attract and retain technical talent; and •innovation that does not infringe on the intellectual property rights of third parties. innovation that does not infringe on the intellectual property rights of third parties. 10 10 Table of Contents Table of Contents Table of Contents Risks Associated with Operating a Global Business We are subject to risks of operating internationally. A significant portion of our consolidated revenues is derived from customers outside the United States. Our international sales and operations are subject to significant risks and difficulties, including: •unexpected changes in legal and regulatory requirements affecting international markets;•cost increases due to inflation;•expense and complexity of complying with U.S. and foreign import and export regulations;•changes in tariffs and foreign currency exchange rates;•social, political and economic instability, acts of terrorism and international conflicts;•restrictions on the transfer of funds;•disruption caused by health pandemics;•difficulties in protecting intellectual property;•difficulties in accounts receivable collection;•cultural differences in the conduct of business;•difficulties in staffing and managing international operations;•compliance with anti-corruption laws, cybersecurity, data privacy regulations, customs and trade regulations;•compliance with international tax laws and regulations.In addition, an increasing portion of our products and the products we purchase from our suppliers are sourced or manufactured in foreign locations, including Malaysia and Denmark, and a large portion of the devices our products test are fabricated and tested by foundries and subcontractors in Taiwan, China, Korea and other parts of Asia. As a result, we are subject to a number of economic and other risks, particularly during times of political, health or financial instability in these regions. Disruption of manufacturing or supply sources in these international locations could materially adversely impact our ability to fill customer orders and potentially result in lost business. We are subject to risks associated with doing business in China.In addition to the risks associated with the tariffs and trade regulations detailed below, we are subject to the following risks associated with doing business in China:•adverse changes in Chinese political, economic or social conditions or Chinese laws, regulations or policies, including the imposition of unexpected or confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, or the reversal of economic reform policies that encourage private economic activity, foreign investments and greater economic decentralization;•differing economic practices compared to most developed countries, including with respect to the amount of government involvement, control of foreign exchange and allocation of resources;•uncertainties presented by the Chinese legal system, which is not fully integrated and continues to rapidly evolve, impeding our ability to interpret certain Chinese laws and regulations, predict and evaluate the outcome of administrative and court proceedings and the level of legal protection to enforce contracts we have entered into in China; and Chinese controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China, restricting our ability to remit sufficient foreign currency to pay dividends or make other payments to us, or otherwise satisfy foreign currency-denominated obligations.The foregoing risks and the ongoing geopolitical tensions and economic uncertainty between the United States and China and the unknown impact of current and future Chinese rules and regulations, may cause increased costs, as well as restrictions on our ability to sell, or a decreased demand from customers to purchase, our products, which could harm our business, financial condition and operating results. --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Cash, cash equivalents and marketable securities: Cash and cash equivalents 293.8 553.4 (259.6 ) Short-term marketable securities 28.2 46.3 (18.1 ) Long-term marketable securities 126.3 124.1 2.1 Total cash, cash equivalents and marketable securities: $ 448.3 $ 723.8 $ (275.5 ) Short-term debt $ 200.0 $ - $ 200.0 Our cash, cash equivalents and marketable securities balance decreased by $275.5 million in 2025 to $448.3 million." - Reworded sentence: "The decrease in operating assets was primarily due to a decrease in other assets of $119.5 million, partially offset by a $52.7 million increase in accounts receivable." - Reworded sentence: "In January 2023, our Board of Directors approved a repurchase program for up to $2.0 billion of common stock." **Prior (2025):** Our cash, cash equivalents and marketable securities balance decreased by $213.4 million in 2024 to $723.8 million. Cash decreased due to investments in businesses for $532.1 million, stock repurchases in the amount of $198.6 million, and quarterly cash dividend payments in the amount of $76.4 million, partially offset by proceeds from the sale of business and cash generated by our global operations. Operating activities during 2024 provided cash of $672.2 million. Changes in operating assets and liabilities used cash of $23.9 million. This was due to a $75.5 million decrease in operating assets and a $51.6 million decrease in operating liabilities. The decrease in operating assets was primarily due to a decrease in other assets and inventory of $119.5 million and $8.7 million respectively, partially offset by a $52.7 million increase in accounts receivable, driven by higher sales at year-end. The decrease in operating liabilities was due to a $48.2 million decrease in accounts payable, a $6.2 million decrease in other accrued compensation, $5.8 million of retirement plan contributions, and a $3.6 million decrease in income taxes, partially offset by a $12.2 million increase in deferred revenue and customer advance payments. Investing activities during 2024 used cash of $622.3 million, comprised of $532.1 million used for investments in businesses, $198.1 million used for purchases of property, plant and equipment, and $45.8 million used for purchases of marketable securities, partially offset by $90.3 million in proceeds from the sale of a business, $38.4 million and $24.0 million in proceeds from the maturities and sales of marketable securities, respectively, and $0.9 million in proceeds from life insurance. Financing activities during 2024 used cash of $251.8 million, due to $198.6 million used for the repurchase of 1.7 million shares of common stock at an average price of $114.63 per share, $76.4 million used for dividend payments, and $14.1 million used for payments related to net settlement of employee stock compensation awards, partially offset by $37.3 million from the issuance of common stock under employee stock purchase and stock option plans. Operating activities during 2023 provided cash of $585.2 million. Changes in operating assets and liabilities used cash of $9.6 million. This was due to a $33.2 million decrease in operating assets and a $42.8 million decrease in operating liabilities. The decrease in operating assets was due to a $71.0 million decrease in accounts receivable due to lower sales and a $5.3 million decrease in inventories, partially offset by a $43.1 million increase in prepayments and other assets due to prepayments to our contract manufacturers. The decrease in operating liabilities was due to a $57.2 million decrease in deferred revenue and customer advance payments, a $26.9 million decrease in income taxes, a $21.2 million decrease in accrued employee compensation, and $5.5 million of retirement plan contributions, partially offset by a $45.0 million increase in accounts payable, and a $23.0 million increase in other accrued liabilities. Investing activities during 2023 used cash of $179.6 million, due to $161.9 million used for purchases of marketable securities, $159.6 million used for purchases of property, plant and equipment, and $5.0 million used for issuance of convertible loans, partially offset by $85.0 million and $61.4 million in proceeds from maturities and sales of marketable securities, respectively, and $0.5 million in proceeds from the cancellation of Teradyne owned life insurance policies related to the cash surrender value. Financing activities during 2023 used cash of $501.9 million, due to $397.2 million used for the repurchase of 3.9 million shares of common stock at an average price of $102.47 per share, $67.9 million used for dividend payments, $50.3 million used for the 31 31 31 Table of Contents Table of Contents Table of Contents payments of convertible debt principal, and $20.8 million used for payments related to net settlement of employee stock compensation awards, partially offset by $34.3 million from the issuance of common stock under employee stock purchase and stock option plans. In January 2024, May 2024, August 2024 and November 2024, our Board of Directors declared a quarterly cash dividend of $0.12 per share. Total dividend payments in 2024 were $76.4 million. In January 2023, May 2023, August 2023 and November 2023, our Board of Directors declared a quarterly cash dividend of $0.11 per share. Total dividend payments in 2023 were $67.9 million. In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. In 2024, we repurchased 1.7 million shares of common stock for $198.6 million, which excludes related excise tax, at an average price of $114.63 per share. In 2023, we repurchased 3.9 million shares of common stock for $397.2 million, which excludes related excise tax, at an average price of $102.47 per share against the 2023 repurchase program. The cumulative repurchases as of December 31, 2024, under the 2023 repurchase program, were 5.6 million shares of common stock for $595.2 million, exclusive of tax, at an average price per share of $106.21. In 2025, we intend to repurchase up to $400.0 million. While we declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition. On May 27, 2024, we 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. We also received a board seat as part of the purchase. Additionally, as part of the transaction, we completed the sale of the Device Interface Solutions ("DIS") business, a component of the Semiconductor Test segment, to 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. On May 1, 2020, we entered into a credit agreement providing a three-year, senior secured revolving credit facility of $400 million. On December 10, 2021, the credit agreement was amended to extend the senior secured revolving 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. On May 16, 2024, we borrowed $185.0 million under the credit agreement to partially fund the acquisition of 10% of the issued and outstanding shares of Technoprobe. We fully repaid our borrowings on the revolving credit facility prior to December 31, 2024. As of February 20, 2025, there are no outstanding borrowings under the credit facility. We expect operations to continue to be the primary source of cash to operate the business and meet material cash commitments, including any payments of convertible debt principal, our stock repurchase program, our quarterly dividends, our office lease obligations, contractual obligations related to inventory purchases and the construction of new facilities. We believe our cash, cash equivalents and marketable securities balance will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings. At December 31, 2024, our future contractual obligations were related to debt, leases, retirement plan liabilities, deferred tax benefits, and purchase obligations. See Note K. "Debt", Note J. "Leases", Note Q. "Retirement Plans", and Note T. "Income Taxes" of Notes to Consolidated Financial Statements in this Annual Report for information about those obligations, which Notes are incorporated by reference into this section. Our purchase obligations were approximately $419.8 million, with $409.6 million expected to be paid within twelve months. **Current (2026):** Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## Modified: We may discontinue or reduce our quarterly cash dividend or share repurchase program. **Key changes:** - Removed sentence: "In January 2014, our Board of Directors initiated a quarterly cash dividend." - Removed sentence: "Since 2014, the Board of Directors has increased our quarterly cash dividend from $0.06 per share to $0.12 per share." - Removed sentence: "Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of Directors." - Removed sentence: "In January 2021, our Board of Directors approved a $2.0 billion share repurchase program." - Removed sentence: "In 2022 and 2021, we repurchased $752.1 million, and $600.0 million, respectively of common stock." **Prior (2025):** In January 2014, our Board of Directors initiated a quarterly cash dividend. Since 2014, the Board of Directors has increased our quarterly cash dividend from $0.06 per share to $0.12 per share. Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of Directors. In January 2021, our Board of Directors approved a $2.0 billion share repurchase program. In 2022 and 2021, we repurchased $752.1 million, and $600.0 million, respectively of common stock. In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion share repurchase program. In 2024, we repurchased $199.4 million of common stock and, in 2023, we repurchased $400.5 million of common stock. We intend to repurchase up to $400 million in 2025. Under the share repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program. Future cash dividends and share repurchases are subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition. While we have declared a quarterly cash dividend on our common stock and authorized a share repurchase program, we are not required to do either and may reduce or eliminate our cash dividend or share repurchase program in the future. The reduction or elimination of our cash dividend or our share repurchase program could adversely affect the market price of our common stock. **Current (2026):** Future cash dividends and share repurchases are subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition. We are not required to do either and may reduce or eliminate our cash dividend or share repurchase program in the future. The amount and frequency of our share repurchases may fluctuate and the reduction or elimination of our cash dividend or our share repurchase program could adversely affect the market price of our common stock or reduce our cash reserves. --- ## Modified: (in thousands) **Key changes:** - Reworded sentence: "Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 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." **Prior (2025):** Net income $ 542,372 $ 448,752 $ 715,501 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, $0, respectively (52,847 ) 17,407 (29,031 ) Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $(470), $568, ($3,388), respectively (1,699 ) 2,423 (12,666 ) Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $24, $12, $25, respectively 86 44 301 (1,613 ) 2,467 (12,365 ) Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $593, $1,537, $(708), respectively 2,100 5,464 (2,517 ) Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $(527), $(686), $0, respectively (1,875 ) (2,441 ) - 225 3,023 (2,517 ) Defined benefit post-retirement plan: Amortization of prior service credit, net of tax $(2), $(2), $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) (54,242 ) 22,890 (43,920 ) Comprehensive income $ 488,130 $ 471,642 $ 671,581 The accompanying notes are an integral part of the consolidated financial statements. 40 40 40 Table of Contents Table of Contents Table of Contents **Current (2026):** Net income $ 554,047 $ 542,372 $ 448,752 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, and $0, respectively 122,617 (52,847 ) 17,407 Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $255, $(470), and $568, respectively 1,147 (1,699 ) 2,423 Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $27, $24, and $12, respectively 89 86 44 1,236 (1,613 ) 2,467 Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $(109), $593, and $1,537, respectively (381 ) 2,100 5,464 Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $(100), $(527), and $(686), respectively (350 ) (1,875 ) (2,441 ) (731 ) 225 3,023 Defined benefit post-retirement plan: Amortization of prior service credit, net of tax of $(2), $(2), and $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) 123,115 (54,242 ) 22,890 Comprehensive income $ 677,162 $ 488,130 $ 471,642 The accompanying notes are an integral part of the consolidated financial statements. 42 42 Table of Contents Table of Contents Table of Contents TERADYNE, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE COMMON SHARES AND SHAREHOLDERS' EQUITY Shareholders' Equity CommonStock Shares CommonStockPar Value AdditionalPaid-inCapital AccumulatedOtherComprehensiveIncome (loss) RetainedEarnings TotalShareholders'Equity Year Ended December 31, 2022 155,759 $ 19,470 $ 1,755,963 $ (49,868 ) $ 725,729 2,451,294 Net issuance of common stock under stock-based plans 848 106 13,371 13,477 Stock-based compensation expense 57,940 57,940 Repurchase of common stock (3,909 ) (489 ) (400,040 ) (400,529 ) Cash dividends ($0.44 per share) (67,927 ) (67,927 ) Settlements of convertible notes 1,072 133 (133 ) - Exercise of convertible notes hedge call options (1,072 ) (133 ) 133 - Net income 448,752 448,752 Other comprehensive income (loss) 22,890 22,890 Year Ended December 31, 2023 152,698 $ 19,087 $ 1,827,274 $ (26,978 ) $ 706,514 $ 2,525,897 Net issuance of common stock under stock-based plans 728 91 23,137 23,228 Stock-based compensation expense 60,397 60,397 Warrant exercises 10,036 1,254 (1,270 ) (16 ) Repurchase of common stock (1,740 ) (217 ) (201,666 ) (201,883 ) Cash dividends ($0.48 per share) (76,459 ) (76,459 ) Net income 542,372 542,372 Other comprehensive income (loss) (54,242 ) (54,242 ) Year Ended December 31, 2024 161,722 $ 20,215 $ 1,909,538 $ (81,220 ) $ 970,761 $ 2,819,294 Net issuance of common stock under stock-based plans 682 85 16,074 16,159 Stock-based compensation expense 64,299 64,299 Repurchase of common stock (6,316 ) (789 ) (704,025 ) (704,814 ) Cash dividends ($0.48 per share) (76,348 ) (76,348 ) Net income 554,047 554,047 Other comprehensive income (loss) 123,115 123,115 Year Ended December 31, 2025 156,088 $ 19,511 $ 1,989,911 $ 41,895 $ 744,435 $ 2,795,752 The accompanying notes are an integral part of the consolidated financial statements. --- ## Modified: The market for our products is concentrated, and our business depends, in part, on obtaining orders from a few significant customers. **Key changes:** - Reworded sentence: "The market for our products is concentrated with a limited number of significant global customers accounting for a substantial portion of the purchases of test equipment." **Prior (2025):** The market for our products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. In each of the years, 2024, 2023 and 2022, our five largest direct customers in aggregate accounted for 36%, 32% and 26% of consolidated revenues, respectively. We estimate consolidated revenues driven by Samsung, a customer of our Semiconductor Test and Wireless Test Segments, combining direct sales to that customer with sales to the customer's OSATs, accounted for 12.5% of our consolidated revenues in 2024. **Current (2026):** The market for our products is concentrated with a limited number of significant global customers accounting for a substantial portion of the purchases of test equipment. In each of the years, 2025, 2024 and 2023, our five largest direct customers in aggregate accounted for 44%, 36% and 32% of consolidated revenues, respectively. 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 drove 12% and 10% of consolidated revenues. The additional direct customer accounted for 19% of consolidated revenues including certain revenues specified by our 10% specifiers. If we were to lose any of our significant customers, if our products fail to meet changes in customers' demands or if we suffer a material reduction in our customers' purchase orders, our revenue could decline and our operating results and financial condition could be materially and adversely affected. We would have no or limited contractual recourse if our significant customers decided to stop buying and using our products with limited advance notice to us. --- ## Modified: Our operating results are likely to fluctuate significantly. **Key changes:** - Reworded sentence: "The following factors could impact future operations: •macroeconomic conditions, a worldwide economic slowdown or disruption in the global financial or industrial markets; macroeconomic conditions, a worldwide economic slowdown or disruption in the global financial or industrial markets; •legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S." - Reworded sentence: "15 15 Table of Contents Table of Contents Table of Contents As a result of the foregoing and other factors, we have experienced and may continue to experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results or stock price." **Prior (2025):** Our operating results are affected by a wide variety of factors that could materially adversely affect revenues or profitability. The following factors could impact future operations: •a worldwide economic slowdown or disruption in the global financial or industrial markets; a worldwide economic slowdown or disruption in the global financial or industrial markets; •cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing; cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing; •competitive pressures on selling prices; competitive pressures on selling prices; •our ability to introduce, and the market acceptance of, new products; our ability to introduce, and the market acceptance of, new products; •changes in product revenues mix resulting from changes in customer demand; changes in product revenues mix resulting from changes in customer demand; •the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business; the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business; •engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; •provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; •impairment charges for certain long-lived and intangible assets, and goodwill; impairment charges for certain long-lived and intangible assets, and goodwill; •an increase in the leasing of our products to customers; an increase in the leasing of our products to customers; •disruption caused by health pandemics, disruption caused by health pandemics, •the success of sales channel expansion in Robotics; the success of sales channel expansion in Robotics; •our ability to expand our global distribution channel for our collaborative and mobile robots; our ability to expand our global distribution channel for our collaborative and mobile robots; •parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and •the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. As a result of the foregoing and other factors, we have experienced and may continue to experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results or stock price. 15 15 15 Table of Contents Table of Contents Table of Contents **Current (2026):** Our operating results are affected by a wide variety of factors that could materially adversely affect revenues or profitability. The following factors could impact future operations: •macroeconomic conditions, a worldwide economic slowdown or disruption in the global financial or industrial markets; macroeconomic conditions, a worldwide economic slowdown or disruption in the global financial or industrial markets; •legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements; legal, tax, accounting or regulatory changes (including changes in import/export regulations and tariffs, such as regulations imposed by the U.S. government restricting exports to China) or changes in the interpretation or enforcement of existing requirements; •cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing; cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing; •competitive pressures on selling prices; competitive pressures on selling prices; •foreign currency exchange rate fluctuations; foreign currency exchange rate fluctuations; •our ability to introduce, and the market acceptance of, new products; our ability to introduce, and the market acceptance of, new products; •changes in product revenues mix resulting from changes in customer demand; changes in product revenues mix resulting from changes in customer demand; •customer demand considerations, including the size and timing of customer orders, customers' decisions to accelerate, decelerate or delay shipments, customers' decisions on how to manage their inventory, customers' rate of replacement of our consumable products or their decisions to delay expansion projects; customer demand considerations, including the size and timing of customer orders, customers' decisions to accelerate, decelerate or delay shipments, customers' decisions on how to manage their inventory, customers' rate of replacement of our consumable products or their decisions to delay expansion projects; •the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business; the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business; •engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; •provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; •impairment charges for certain long-lived and intangible assets, and goodwill; impairment charges for certain long-lived and intangible assets, and goodwill; •our ability to increase sales in line with our increased manufacturing capacity; our ability to increase sales in line with our increased manufacturing capacity; •an increase in the leasing of our products to customers; an increase in the leasing of our products to customers; •disruption caused by health pandemics, natural disasters, or global conflict; disruption caused by health pandemics, natural disasters, or global conflict; •the success of sales channel expansion in Robotics; the success of sales channel expansion in Robotics; •our ability to expand our global distribution channel for our collaborative and mobile robots; our ability to expand our global distribution channel for our collaborative and mobile robots; •parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and •the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. 15 15 Table of Contents Table of Contents Table of Contents As a result of the foregoing and other factors, we have experienced and may continue to experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results or stock price. If our suppliers do not meet product or delivery requirements, we could have reduced revenues and earnings. If any of our suppliers were to cancel contracts or commitments or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, have significantly decreased revenues and earnings and be subject to contractual penalties, which would have a material adverse effect on our business, results of operations and financial condition. In addition, we rely on contract manufacturers for certain of our products, and our ability to meet customer orders for those products depends upon the timeliness and quality of the work performed by these subcontractors, over whom we do not exercise any control. To a certain extent, we are dependent upon the ability of our suppliers and contract manufacturers to help meet increased product or delivery requirements. It may be difficult for certain suppliers to meet delivery requirements in a period of rapid growth, therefore impacting our ability to meet our customers' demands. Our suppliers are subject to trade regulations, including tariffs and export restrictions imposed by the United States Government and by the governments of other countries. These regulations could impact our suppliers' ability to provide us with components for our products or could increase the price of those components. We rely on the financial strength of our suppliers. The loss of suppliers either as a result of financial viability, bankruptcy or otherwise could have a material adverse effect on our business, results of operations or financial condition.The global supply shortage of electrical components and inflationary cost increases impact our ability to meet customer demand and could adversely affect our business and financial results. The global supply shortage of electrical components, including semiconductor chips, impacted our supply chain in 2023. As a result, we experienced and may experience in the future, increases in our lead times and costs for certain components for certain products. We may also experience delays in the delivery of some orders placed by our customers. In addition, inflationary pressures have in the past contributed to increased costs for product components along with wage inflation which yielded a minimal impact to the costs of our products, gross margin and profit for the year. In an effort to mitigate these risks, we may in some cases, incur higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts prove inaccurate. We have also sourced components from additional suppliers and multi-sourced and pre-ordered components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced in the past. However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted. We may also not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition.Our operations may be adversely impacted if our outsourced contract manufacturers or service providers fail to perform.We depend on Flex Ltd. ("Flex") to manufacture and test our FLEX and J750 family of products from its facility in Malaysia; Plexus Corp. ("Plexus") to manufacture and test our FLEX and Magnum products from its facilities in Malaysia and Thailand and our ETS family of products from its facility in Malaysia; SAM Meerkat to manufacture and test our storage test family of products from its facilities in Malaysia and Thailand and on other contract manufacturers to manufacture other products. If for any reason these contract manufacturers cannot provide us with these products in a timely fashion, or at all, we may not be able to sell these products to our customers until we enter a similar arrangement with an alternative contract manufacturer. If we experience a problem with our supply of products from Flex, Plexus, SAM Meerkat, or our other contract manufacturers, it may take us significant time to either manufacture the product or find an alternate contract manufacturer, which could result in substantial expense and disruption to our business. We have, however, significantly invested in our internal manufacturing for FLEX products in our Cebu site.We have also outsourced certain general and administrative functions to reputable service providers, many of which are in foreign countries, sometimes impacting communication with them because of language and time differences. Their presence in foreign countries also increases the risk they could be exposed to political, conflict and cybersecurity risk. Additionally, there may be difficulties encountered in coordinating the outsourced operations with existing functions and operations. If we fail in successfully As a result of the foregoing and other factors, we have experienced and may continue to experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results or stock price. --- ## Modified: Year Ended December 31, 2025 **Key changes:** - Reworded sentence: "156,088 $ 19,511 $ 1,989,911 $ 41,895 $ 744,435 $ 2,795,752 The accompanying notes are an integral part of the consolidated financial statements." **Prior (2025):** Net income $ 542,372 $ 448,752 $ 715,501 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, $0, respectively (52,847 ) 17,407 (29,031 ) Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $(470), $568, ($3,388), respectively (1,699 ) 2,423 (12,666 ) Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $24, $12, $25, respectively 86 44 301 (1,613 ) 2,467 (12,365 ) Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $593, $1,537, $(708), respectively 2,100 5,464 (2,517 ) Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $(527), $(686), $0, respectively (1,875 ) (2,441 ) - 225 3,023 (2,517 ) Defined benefit post-retirement plan: Amortization of prior service credit, net of tax $(2), $(2), $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) (54,242 ) 22,890 (43,920 ) Comprehensive income $ 488,130 $ 471,642 $ 671,581 The accompanying notes are an integral part of the consolidated financial statements. 40 40 40 Table of Contents Table of Contents Table of Contents **Current (2026):** 156,088 $ 19,511 $ 1,989,911 $ 41,895 $ 744,435 $ 2,795,752 The accompanying notes are an integral part of the consolidated financial statements. 43 43 Table of Contents Table of Contents Table of Contents TERADYNE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 2024 2023 (in thousands) Cash flows from operating activities: Net income $ 554,047 $ 542,372 $ 448,752 Adjustments to reconcile net income from operations to net cash provided by operating activities: Depreciation 111,445 100,977 92,118 Stock-based compensation 63,999 60,122 57,682 Equity in net earnings of affiliate 19,914 7,211 - Losses (gains) on investments (5,420 ) 10,056 (14,915 ) Provision for excess and obsolete inventory 25,782 18,922 28,358 Amortization 16,536 18,764 18,768 Loss (gain) on sale of business - (57,119 ) - Deferred taxes (52,067 ) (46,360 ) (37,642 ) Retirement plan actuarial losses (gains) 683 (4,355 ) 2,703 Other 12,005 (2,290 ) (955 ) Changes in operating assets and liabilities, net of businesses acquired: Accounts receivable (305,601 ) (52,659 ) 70,977 Inventories (28,424 ) 8,707 5,327 Prepayments and other assets (6,591 ) 119,454 (43,101 ) Accounts payable and other liabilities 208,848 (54,386 ) 46,782 Deferred revenue and customer advances 52,626 12,176 (57,210 ) Retirement plans contributions (8,483 ) (5,814 ) (5,492 ) Income taxes 15,116 (3,602 ) (26,921 ) Net cash provided by operating activities 674,415 672,176 585,231 Cash flows from investing activities: Purchases of property, plant and equipment (224,009 ) (198,095 ) (159,642 ) Acquisition of businesses, net of cash and cash equivalents acquired (144,380 ) - - Purchase of investment in a business (25,519 ) (532,060 ) - Purchases of marketable securities (32,999 ) (45,796 ) (161,906 ) Issuance of convertible loan - - (5,000 ) Proceeds from the sale of a business, net of cash and cash equivalents sold - 90,348 - Proceeds from maturities of marketable securities 48,951 38,353 85,042 Proceeds from sales of marketable securities 9,339 24,035 61,401 Proceeds from insurance - 873 460 Net cash used for investing activities (368,617 ) (622,342 ) (179,645 ) Cash flows from financing activities: Proceeds from borrowings on revolving credit facility 250,000 185,000 - Repayments of borrowings on revolving credit facility (50,000 ) (185,000 ) - Dividend payments (76,313 ) (76,423 ) (67,878 ) Repurchase of common stock (702,095 ) (198,574 ) (397,241 ) Payments related to net settlement of employee stock compensation awards (15,702 ) (14,100 ) (20,788 ) Payments of convertible debt principal - - (50,264 ) Issuance of common stock under stock purchase and stock option plans 31,860 37,330 34,259 Net cash used for financing activities (562,250 ) (251,767 ) (501,912 ) Effects of exchange rate changes on cash and cash equivalents (3,151 ) (2,284 ) (876 ) Decrease increase in cash and cash equivalents (259,603 ) (204,217 ) (97,202 ) Cash and cash equivalents at beginning of year 553,354 757,571 854,773 Cash and cash equivalents at end of year $ 293,751 $ 553,354 $ 757,571 Supplementary disclosure of cash flow information: Cash paid for: Interest $ 3,164 $ 767 $ 296 Non-cash investing activities: Capital expenditures incurred but not yet paid: $ 3,471 $ 3,893 $ 2,735 The accompanying notes are an integral part of the consolidated financial statements. --- ## Modified: Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column one) (2) **Key changes:** - Reworded sentence: "Equity plans approved by shareholders 1,798 $ 108.00 6,227 (1)Includes 1,634,922 shares of restricted stock units that are not included in the calculation of the weighted average exercise price." - Reworded sentence: "The aggregate number of shares available under the 2006 Equity Plan as of December 31, 2025, was 3,050,235 shares of our common stock." - Reworded sentence: "As of December 31, 2025, total unrecognized compensation expense related to non-vested restricted stock units and options was $97.3 million and is expected to be recognized over a weighted average period of 2.6 years." **Prior (2025):** Equity plans approved by shareholders 1,668 (1) $ 99.51 6,862 (2) (1)Includes 1,527,351 shares of restricted stock units that are not included in the calculation of the weighted average exercise price. Includes 1,527,351 shares of restricted stock units that are not included in the calculation of the weighted average exercise price. 33 33 33 Table of Contents Table of Contents Table of Contents (2)Consists of 3,638,237 securities available for issuance under the 2006 Equity Plan and 3,224,044 of securities available for issuance under the Employee Stock Purchase Plan. Consists of 3,638,237 securities available for issuance under the 2006 Equity Plan and 3,224,044 of securities available for issuance under the Employee Stock Purchase Plan. The purpose of the 2006 Equity Plan is to motivate employees, officers and directors by providing equity ownership and compensation opportunities in Teradyne. The aggregate number of shares available under the 2006 Equity Plan as of December 31, 2024 was 3,638,237 shares of our common stock. The 2006 Equity Plan authorizes the grant of stock-based awards in the form of (1) non-qualified and incentive stock options, (2) stock appreciation rights, (3) restricted stock awards and restricted stock unit awards, (4) phantom stock, and (5) other stock-based awards. Awards may be tied to time-based vesting schedules and/or performance-based vesting measured by reference to performance criteria chosen by the Compensation Committee of the Board of Directors, which administers the 2006 Equity Plan. Awards may be made to any employee, officer, consultant and advisor of Teradyne and our subsidiaries, as well as to our directors. The maximum number of shares of stock-based awards that may be granted to one participant during any one fiscal year is 2,000,000 shares of common stock. As of December 31, 2024, total unrecognized compensation expense related to non-vested restricted stock units and options was $82.6 million and is expected to be recognized over a weighted average period of 2.5 years. **Current (2026):** Equity plans approved by shareholders 1,798 $ 108.00 6,227 (1)Includes 1,634,922 shares of restricted stock units that are not included in the calculation of the weighted average exercise price. Includes 1,634,922 shares of restricted stock units that are not included in the calculation of the weighted average exercise price. (2)Consists of 3,050,235 securities available for issuance under the 2006 Equity Plan and 3,176,598 of securities available for issuance under the Employee Stock Purchase Plan. Consists of 3,050,235 securities available for issuance under the 2006 Equity Plan and 3,176,598 of securities available for issuance under the Employee Stock Purchase Plan. The purpose of the 2006 Equity Plan is to motivate employees, officers and directors by providing equity ownership and compensation opportunities in Teradyne. The aggregate number of shares available under the 2006 Equity Plan as of December 31, 2025, was 3,050,235 shares of our common stock. The 2006 Equity Plan authorizes the grant of stock-based awards in the form of (1) non-qualified and incentive stock options, (2) stock appreciation rights, (3) restricted stock awards and restricted stock unit awards, (4) phantom stock, and (5) other stock-based awards. Awards may be tied to time-based vesting schedules and/or performance-based vesting measured by reference to performance criteria chosen by the Compensation Committee of the Board of Directors, which administers the 2006 Equity Plan. Awards may be made to any employee, officer, consultant and advisor of Teradyne and our subsidiaries, as well as to our directors. The maximum number of shares of stock-based awards that may be granted to one participant during any one fiscal year is 2,000,000 shares of common stock. As of December 31, 2025, total unrecognized compensation expense related to non-vested restricted stock units and options was $97.3 million and is expected to be recognized over a weighted average period of 2.6 years. 34 34 Table of Contents Table of Contents Table of Contents Comparative Stock Performance Graph The following graph compares the change in our cumulative total shareholder return in our common stock with (i) the Standard & Poor's 500 Index and (ii) the Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group. The comparison assumes $100.00 was invested on December 31, 2020 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. Historic stock price performance is not necessarily indicative of future price performance. Recently Issued Accounting Pronouncements For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note C: "Recently Issued Accounting Pronouncements," of this Form 10-K.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. --- ## Modified: Comprehensive Income **Key changes:** - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "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." **Prior (2025):** 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 PRONOUNCEMENTS In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires Teradyne to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker ("CODM") on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Additionally, we are required to disclose the title and position of the CODM. Teradyne retrospectively adopted and complied with this standard for the annual period ending December 31, 2024. Teradyne updated our segment disclosures to comply with the requirements. See Note U: "Segment, Geographic and Significant Customer Information." The adoption of this standard had no impact on Teradyne results of operations, cash flows or financial condition.In December 2023, the 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. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. Teradyne is currently evaluating the impact of this new standard. 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. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. Teradyne is currently evaluating the impact of this new standard. **Current (2026):** 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. --- ## Modified: We are subject to risks associated with doing business in China. **Key changes:** - Reworded sentence: "The foregoing risks and the ongoing geopolitical tensions and economic uncertainty between the United States and China and the unknown impact of current and future Chinese rules and regulations, may cause increased costs, as well as restrictions on our ability to sell, or a decreased demand from customers to purchase, our products, which could harm our business, financial condition and operating results." **Prior (2025):** In addition to the risks associated with the tariffs and trade regulations detailed below, we are subject to the following risks associated with doing business in China: •adverse changes in Chinese political, economic or social conditions or Chinese laws, regulations or policies, including the imposition of unexpected or confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, or the reversal of economic reform policies that encourage private economic activity, foreign investments and greater economic decentralization; adverse changes in Chinese political, economic or social conditions or Chinese laws, regulations or policies, including the imposition of unexpected or confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, or the reversal of economic reform policies that encourage private economic activity, foreign investments and greater economic decentralization; •differing economic practices compared to most developed countries, including with respect to the amount of government involvement, control of foreign exchange and allocation of resources; differing economic practices compared to most developed countries, including with respect to the amount of government involvement, control of foreign exchange and allocation of resources; •uncertainties presented by the Chinese legal system, which is not fully integrated and continues to rapidly evolve, impeding our ability to interpret certain Chinese laws and regulations, predict and evaluate the outcome of administrative and court proceedings and the level of legal protection to enforce contracts we have entered into in China; and Chinese controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China, restricting our ability to remit sufficient foreign currency to pay dividends or make other payments to us, or otherwise satisfy foreign currency-denominated obligations. uncertainties presented by the Chinese legal system, which is not fully integrated and continues to rapidly evolve, impeding our ability to interpret certain Chinese laws and regulations, predict and evaluate the outcome of administrative and court proceedings and the level of legal protection to enforce contracts we have entered into in China; and Chinese controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China, restricting our ability to remit sufficient foreign currency to pay dividends or make other payments to us, or otherwise satisfy foreign currency-denominated obligations. 11 11 11 Table of Contents Table of Contents Table of Contents The foregoing risks and the ongoing geopolitical tensions and economic uncertainty between the United States and China and the unknown impact of current and future Chinese rules and regulations, may cause increased costs, as well as restrictions on our ability to sell, or a decreased demand from customers to purchase, our products, which could harm our business, financial condition and operating results. **Current (2026):** In addition to the risks associated with the tariffs and trade regulations detailed below, we are subject to the following risks associated with doing business in China: •adverse changes in Chinese political, economic or social conditions or Chinese laws, regulations or policies, including the imposition of unexpected or confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, or the reversal of economic reform policies that encourage private economic activity, foreign investments and greater economic decentralization; adverse changes in Chinese political, economic or social conditions or Chinese laws, regulations or policies, including the imposition of unexpected or confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, or the reversal of economic reform policies that encourage private economic activity, foreign investments and greater economic decentralization; •differing economic practices compared to most developed countries, including with respect to the amount of government involvement, control of foreign exchange and allocation of resources; differing economic practices compared to most developed countries, including with respect to the amount of government involvement, control of foreign exchange and allocation of resources; •uncertainties presented by the Chinese legal system, which is not fully integrated and continues to rapidly evolve, impeding our ability to interpret certain Chinese laws and regulations, predict and evaluate the outcome of administrative and court proceedings and the level of legal protection to enforce contracts we have entered into in China; and Chinese controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China, restricting our ability to remit sufficient foreign currency to pay dividends or make other payments to us, or otherwise satisfy foreign currency-denominated obligations. uncertainties presented by the Chinese legal system, which is not fully integrated and continues to rapidly evolve, impeding our ability to interpret certain Chinese laws and regulations, predict and evaluate the outcome of administrative and court proceedings and the level of legal protection to enforce contracts we have entered into in China; and Chinese controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China, restricting our ability to remit sufficient foreign currency to pay dividends or make other payments to us, or otherwise satisfy foreign currency-denominated obligations. The foregoing risks and the ongoing geopolitical tensions and economic uncertainty between the United States and China and the unknown impact of current and future Chinese rules and regulations, may cause increased costs, as well as restrictions on our ability to sell, or a decreased demand from customers to purchase, our products, which could harm our business, financial condition and operating results. 11 11 Table of Contents Table of Contents Table of Contents Risks Related to Teradyne's Finances We may not fully realize the benefits of our acquisitions or strategic alliances. Since 2015, we have completed the acquisitions of Universal Robots (2015), Energid and MiR (2018), Lemsys and AutoGuide (2019), and most recently, AET and Quantifi in 2025. Additionally, in May 2024, we closed on our strategic partnership agreement with Technoprobe which included our acquisition of 10% of the equity in Technoprobe. We may not be able to realize the benefits of acquiring or successfully growing these businesses. We may continue to acquire additional businesses, form strategic alliances, or create joint ventures with third parties that we believe will complement or augment our existing businesses. We may not be able to realize the expected synergies and cost savings from the integration with our existing operations of other businesses or technologies that we may acquire. In addition, the integration process for our acquisitions may be complex, costly and time consuming and include unanticipated issues, expenses, and liabilities. We may have difficulty in developing, manufacturing, and marketing the products of a newly acquired company in a manner that enhances the performance of our combined businesses or product lines and allows us to realize value from expected synergies. Following an acquisition, we may not achieve the revenue or net income levels that justify the acquisition. Acquisitions may also result in one-time charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill or acquired intangible assets, or adjustments to contingent consideration liabilities that adversely affect our operating results. We review our amortizable intangible assets for impairment at the reporting unit level when events or changes in circumstances indicate the carrying value may not be recoverable and we test goodwill for impairment at least annually. Factors that may be considered in assessing whether goodwill or intangible assets may be impaired include a decline in our stock price or market capitalization, reduced estimates of reporting unit future cash flows and slower growth rates in our industries. We have in the past recorded, and may in the future be required to record, a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our financial position and results of operations. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on experience and to rely heavily on projections of future operating performance. Because we operate in highly competitive environments, projections of our future operating results and cash flows may vary significantly from our actual results.Additionally, we may fund acquisitions of new businesses, strategic alliances, or joint ventures by utilizing our cash, incurring debt, issuing shares of our common stock, or by other means. We may also face restrictions pursuant to the terms of an acquisition or strategic alliance agreement.We may incur higher tax rates than we expect and may have exposure to additional international tax liabilities and costs. We are subject to paying income taxes in the United States and other countries where we operate. Our effective tax rate is dependent on where our earnings are generated and the tax regulations and the interpretation and judgment of administrative tax or revenue authorities in the United States and other countries. We have pursued a global tax strategy that could be adversely affected by the mix of earnings and tax rates in the countries where we operate, changes to tax laws (including but not limited to Pillar Two), tax regulations or an adverse tax ruling by administrative authorities. Because of increasing focus by government taxing authorities on multinational corporations, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and as a result our liabilities for taxes, interest and penalties, could significantly increase and adversely affect our financial results. We are also subject to tax audits in the countries where we operate. Any material change in our tax liability resulting from changes in tax laws, tax regulations, administrative rulings or audits from an administrative tax or revenue authority could negatively affect our financial results. As a multinational corporation, we are subject to income taxes as well as non-income-based taxes, in both the United States and various foreign jurisdictions. In certain foreign jurisdictions, we qualify for tax incentives and tax holidays based on our ability to meet, on a continuing basis, various tests relating to our employment levels, research and development expenditures and other qualification requirements in a particular foreign jurisdiction. If we fail to qualify or fail to remain qualified for certain foreign tax incentives and tax holidays, we may be subject to further taxation or an increase in our effective tax rate which would adversely impact our financial results. In December 2025, we 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. 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. These tax savings may not be achievable in subsequent years due to changes in Singapore's tax laws or the issuance of new global minimum tax laws. --- ## Modified: Restructuring and Other **Key changes:** - Added sentence: "During the year ended December 31, 2025, we recorded $29.4 million of severance charges, $24.3 million of which is related to the Robotics restructuring which impacted approximately 400 employees, $1.8 million of which was related to Product Test and $1.6 million of which was related to Semiconductor Test." - Added sentence: "During the year ended December 31, 2025, we made $15.3 million of Robotics severance payments." - Added sentence: "We expect all Robotics severance payments to be made prior to the end of the third quarter of 2026." - Added sentence: "Additionally, we recorded $4.9 million of asset impairment expenses and $2.3 million of acquisition and divestiture expenses." - Removed sentence: "During the year ended December 31, 2023, we recorded a charge of $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 the Technoprobe transaction, a $1.5 million contract termination charge, and a charge of $1.1 million for an increase in environmental liabilities." **Prior (2025):** During the year ended December 31, 2024, we 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, we recorded a charge of $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 the Technoprobe transaction, a $1.5 million contract termination charge, and a charge of $1.1 million for an increase in environmental liabilities. **Current (2026):** During the year ended December 31, 2025, we recorded $29.4 million of severance charges, $24.3 million of which is related to the Robotics restructuring which impacted approximately 400 employees, $1.8 million of which was related to Product Test and $1.6 million of which was related to Semiconductor Test. During the year ended December 31, 2025, we made $15.3 million of Robotics severance payments. We expect all Robotics severance payments to be made prior to the end of the third quarter of 2026. Additionally, we recorded $4.9 million of asset impairment expenses and $2.3 million of acquisition and divestiture expenses. During the year ended December 31, 2024, we 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. --- ## Modified: Disaggregation of Revenue **Key changes:** - Reworded sentence: "Semiconductor Test Robotics Product Test Total System-on-a-chip Memory IST (in thousands) For the Year Ended December 31, 2025 Timing of Revenue Recognition Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 Geographical Market Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 For the Year Ended December 31, 2024 Timing of Revenue Recognition Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 266,955 $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 64,157 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 Geographical Market Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 113,263 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 174,084 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 43,765 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 For the Year Ended December 31, 2023 Timing of Revenue Recognition Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 282,558 $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 61,369 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 Geographical Market Asia Pacific $ 1,214,322 $ 366,151 $ 135,502 $ 73,736 $ 103,300 $ 1,893,011 Americas 117,728 11,367 3,050 $ 147,952 199,299 479,396 Europe, Middle East and Africa 100,571 8,497 - $ 153,495 41,328 303,891 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines." **Prior (2025):** The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. Semiconductor Test Robotics Reportable Segments All Other System-on-a-chip Memory IST CorporateandEliminations Total (in thousands) For the Year Ended December 31, 2024 (1) Timing of Revenue Recognition Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 2,147,530 $ 266,955 $ - $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 341,238 64,157 - $ 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 Geographical Market Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 2,014,435 $ 113,263 $ - $ 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 261,299 174,084 - $ 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 213,034 43,765 - $ 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 For the Year Ended December 31, 2023 (1) Timing of Revenue Recognition Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 1,976,757 $ 282,558 $ - $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 355,614 61,369 - $ 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 2,332,371 $ 343,927 $ - $ 2,676,298 Geographical Market Asia Pacific $ 1,214,322 $ 366,151 $ 135,502 $ 73,736 $ 1,789,711 $ 103,300 $ - $ 1,893,011 Americas 117,728 11,367 3,050 $ 147,952 280,097 199,299 - $ 479,396 Europe, Middle East and Africa 100,571 8,497 - $ 153,495 262,563 41,328 - $ 303,891 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 2,332,371 $ 343,927 $ - $ 2,676,298 For the Year Ended December 31, 2022 (1) Timing of Revenue Recognition Point in Time $ 1,445,238 $ 344,693 $ 248,919 $ 391,326 $ 2,430,176 $ 342,195 $ 251 $ 2,772,622 Over Time 261,646 29,013 21,094 $ 11,812 323,565 58,858 - $ 382,423 Total $ 1,706,884 $ 373,706 $ 270,013 $ 403,138 $ 2,753,741 $ 401,053 $ 251 $ 3,155,045 Geographical Market Asia Pacific $ 1,514,964 $ 360,176 $ 266,729 $ 89,654 $ 2,231,523 $ 168,388 $ - $ 2,399,911 Americas 122,575 11,987 3,284 $ 147,416 285,262 190,106 251 $ 475,619 Europe, Middle East and Africa 69,345 1,543 - $ 166,068 236,956 42,559 - $ 279,515 Total $ 1,706,884 $ 373,706 $ 270,013 $ 403,138 $ 2,753,741 $ 401,053 $ 251 $ 3,155,045 (1)Includes $3.7 million, $5.2 million and $8.2 million in 2024, 2023 and 2022, respectively, for leases of Teradyne's systems recognized outside of ASC 606: "Revenue from Contracts with Customers." The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. **Current (2026):** The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. Semiconductor Test Robotics Product Test Total System-on-a-chip Memory IST (in thousands) For the Year Ended December 31, 2025 Timing of Revenue Recognition Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 Geographical Market Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 For the Year Ended December 31, 2024 Timing of Revenue Recognition Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 266,955 $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 64,157 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 Geographical Market Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 113,263 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 174,084 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 43,765 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 For the Year Ended December 31, 2023 Timing of Revenue Recognition Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 282,558 $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 61,369 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 Geographical Market Asia Pacific $ 1,214,322 $ 366,151 $ 135,502 $ 73,736 $ 103,300 $ 1,893,011 Americas 117,728 11,367 3,050 $ 147,952 199,299 479,396 Europe, Middle East and Africa 100,571 8,497 - $ 153,495 41,328 303,891 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. --- ## Modified: LIABILITIES **Key changes:** - Reworded sentence: "Current liabilities: Accounts payable $ 269,185 $ 134,792 Accrued employees' compensation and withholdings 254,973 204,991 Deferred revenue and customer advances 153,124 107,710 Other accrued liabilities 111,845 90,777 Operating lease liabilities 19,340 18,699 Short-term debt 200,000 - Income taxes payable 106,740 67,610 Total current liabilities 1,115,207 624,579 Retirement plans liabilities 144,874 133,338 Long-term deferred revenue and customer advances 50,888 40,505 Deferred tax liabilities 5,378 1,038 Long-term other accrued liabilities 7,601 7,442 Long-term operating lease liabilities 63,899 57,922 Long-term income taxes payable - 24,596 Total liabilities 1,387,847 889,420 Commitments and contingencies (Note O) Commitments and contingencies (Note O) Commitments and contingencies (Note O) Commitments and contingencies (Note O)" **Prior (2025):** Current liabilities: Accounts payable $ 134,792 $ 180,131 Accrued employees' compensation and withholdings 204,991 191,750 Deferred revenue and customer advances 107,710 99,804 Other accrued liabilities 90,777 114,712 Operating lease liabilities 18,699 17,522 Income taxes payable 67,610 48,653 Current liabilities held for sale - 7,379 Total current liabilities 624,579 659,951 Retirement plans liabilities 133,338 132,090 Long-term deferred revenue and customer advances 40,505 37,282 Deferred tax liabilities 1,038 183 Long-term other accrued liabilities 7,442 19,998 Long-term operating lease liabilities 57,922 65,092 Long-term income taxes payable 24,596 44,331 Long-term liabilities held for sale - 2,000 Total liabilities 889,420 960,927 Commitments and contingencies (Note N) Commitments and contingencies (Note N) Commitments and contingencies (Note N) Commitments and contingencies (Note N) **Current (2026):** Current liabilities: Accounts payable $ 269,185 $ 134,792 Accrued employees' compensation and withholdings 254,973 204,991 Deferred revenue and customer advances 153,124 107,710 Other accrued liabilities 111,845 90,777 Operating lease liabilities 19,340 18,699 Short-term debt 200,000 - Income taxes payable 106,740 67,610 Total current liabilities 1,115,207 624,579 Retirement plans liabilities 144,874 133,338 Long-term deferred revenue and customer advances 50,888 40,505 Deferred tax liabilities 5,378 1,038 Long-term other accrued liabilities 7,601 7,442 Long-term operating lease liabilities 63,899 57,922 Long-term income taxes payable - 24,596 Total liabilities 1,387,847 889,420 Commitments and contingencies (Note O) Commitments and contingencies (Note O) Commitments and contingencies (Note O) Commitments and contingencies (Note O) --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Gross profit $ 1,857.3 $ 1,648.9 $ 208.4 Percent of total revenues 58.2 % 58.5 % (0.3 ) Gross profit as a percent of total revenues decreased by 0.3 points, primarily due to product mix." **Prior (2025):** Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 **Current (2026):** Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## Modified: Our operations may be adversely impacted if our outsourced contract manufacturers or service providers fail to perform. **Key changes:** - Reworded sentence: "("Plexus") to manufacture and test our FLEX and Magnum products from its facilities in Malaysia and Thailand and our ETS family of products from its facility in Malaysia; SAM Meerkat to manufacture and test our storage test family of products from its facilities in Malaysia and Thailand and on other contract manufacturers to manufacture other products." - Added sentence: "We have, however, significantly invested in our internal manufacturing for FLEX products in our Cebu site." - Reworded sentence: "Their presence in foreign countries also increases the risk they could be exposed to political, conflict and cybersecurity risk." - Reworded sentence: "If we fail in successfully 16 16 Table of Contents Table of Contents Table of Contents coordinating and managing the outsourced service providers, it may cause an adverse effect on our operations, which could have a material adverse effect on our business, results of operations or financial condition.Our business may suffer if we are unable to attract and retain key employees." **Prior (2025):** We depend on Flex Ltd. ("Flex") to manufacture and test our FLEX and J750 family of products from its facility in Malaysia; Plexus Corp. ("Plexus") to manufacture and test our Magnum products from its facilities in Malaysia and Thailand and our ETS family of products from its facility in Malaysia; SAM Meerkat to manufacture and test our storage test family of products from its facilities in Malaysia and Thailand and on other contract manufacturers to manufacture other products. If for any reason these contract manufacturers cannot provide us with these products in a timely fashion, or at all, we may not be able to sell these products to our customers until we enter a similar arrangement with an alternative contract manufacturer. If we experience a problem with our supply of products from Flex, Plexus, SAM Meerkat, or our other contract manufacturers, it may take us significant time to either manufacture the product or find an alternate contract manufacturer, which could result in substantial expense and disruption to our business. We have also outsourced certain general and administrative functions to reputable service providers, many of which are in foreign countries, sometimes impacting communication with them because of language and time differences. Their presence in foreign countries also increases the risk they could be exposed to political and cybersecurity risk. Additionally, there may be difficulties encountered in coordinating the outsourced operations with existing functions and operations. If we fail in successfully coordinating and managing the outsourced service providers, it may cause an adverse effect on our operations which could have a material adverse effect on our business, results of operations or financial condition. 16 16 16 Table of Contents Table of Contents Table of Contents **Current (2026):** We depend on Flex Ltd. ("Flex") to manufacture and test our FLEX and J750 family of products from its facility in Malaysia; Plexus Corp. ("Plexus") to manufacture and test our FLEX and Magnum products from its facilities in Malaysia and Thailand and our ETS family of products from its facility in Malaysia; SAM Meerkat to manufacture and test our storage test family of products from its facilities in Malaysia and Thailand and on other contract manufacturers to manufacture other products. If for any reason these contract manufacturers cannot provide us with these products in a timely fashion, or at all, we may not be able to sell these products to our customers until we enter a similar arrangement with an alternative contract manufacturer. If we experience a problem with our supply of products from Flex, Plexus, SAM Meerkat, or our other contract manufacturers, it may take us significant time to either manufacture the product or find an alternate contract manufacturer, which could result in substantial expense and disruption to our business. We have, however, significantly invested in our internal manufacturing for FLEX products in our Cebu site. We have also outsourced certain general and administrative functions to reputable service providers, many of which are in foreign countries, sometimes impacting communication with them because of language and time differences. Their presence in foreign countries also increases the risk they could be exposed to political, conflict and cybersecurity risk. Additionally, there may be difficulties encountered in coordinating the outsourced operations with existing functions and operations. If we fail in successfully 16 16 Table of Contents Table of Contents Table of Contents coordinating and managing the outsourced service providers, it may cause an adverse effect on our operations, which could have a material adverse effect on our business, results of operations or financial condition.Our business may suffer if we are unable to attract and retain key employees. Competition for employees with skills we require is intense in the high technology industry. We expect intense competition for employees will continue in 2026. Our success will depend on our ability to attract and retain key technical employees. The loss of one or more key or other employees, a decrease in our ability to attract additional qualified employees, or the delay in hiring key personnel could each have a material adverse effect on our business, results of operations or financial condition. In addition, existing or new immigration laws, policies or regulations in the U.S. may limit the pool of available talent in the highly skilled technical labor market. Our operations, and the operations of our customers and suppliers, are subject to risks of natural catastrophic events, severe weather, widespread health epidemics, acts of war, terrorist attacks and the threat of domestic and international terrorist attacks, any one of which could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could negatively affect our business and results of operations. In certain cases, our insurance policy may be insufficient to cover losses.Our business is international in nature, with our sales, service and administrative personnel and our customers and suppliers located in numerous countries throughout the world. Our operations, and those of our customers and suppliers, are subject to disruption for a variety of reasons, including work stoppages, acts of war and geopolitical conflict, terrorism, health epidemics, fires, earthquakes, hurricanes, typhoons, volcanic eruptions, energy shortages, telecommunication failures, tsunamis, flooding or other natural disasters, including as a result of global climate change. Any disruptions from these events could require substantial expenditures and recovery time to fully resume operations and could also have a material adverse effect on our operations and financial results to the extent that losses are uninsured or exceed insurance recoveries, and to the extent that such disruptions adversely impact our relationships with our customers. Additionally, any such disruption could materially increase our costs and expenses as well as cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, or the installation and acceptance of our products at customer sites. Any of these conditions could have a material adverse effect on our business, financial condition or results of operations.Risks Related to Intellectual Property ("IP") and Cybersecurity Third parties may claim we are infringing their intellectual property and we could suffer significant litigation costs, licensing expenses or be prevented from selling our products. We have been sued for patent infringement in the past and receive notifications from time to time that we may be in violation of patents held by others. An assertion of patent infringement against us, if successful, could have a material adverse effect on our ability to sell our products or it could force us to seek a license to the intellectual property rights of others or alter such products so that they no longer infringe the intellectual property rights of others. A license could be very expensive to obtain or may not be available at all. Similarly, changing our products or processes to avoid infringing the rights of others may be costly or impractical. Additionally, patent litigation has in the past and could in the future require a significant use of management resources and involve a lengthy and expensive defense, even if we eventually prevail. If we do not prevail, we might be forced to pay significant damages, obtain licenses, modify our products, or stop making our products; each of which could have a material adverse effect on our financial condition, operating results or cash flows.If we are unable to protect our IP, we may lose a valuable asset or may incur costly litigation to protect our rights. We protect the technology that is incorporated in our products in several ways, including through patent, copyright, trademark and trade secret protection and by contractual agreement. However, even with these protections, our IP may still be challenged, invalidated or subject to other infringement actions. If a significant portion of our IP is invalidated or ineffective, our business could be materially adversely affected.A breach of our operational or security systems could negatively affect our business and results of operations. We rely on various information technology networks and systems to process, transmit and store electronic information, including proprietary and confidential data, and to carry out and support a variety of business activities, including manufacturing, research and development, supply chain management, sales and accounting. We have experienced several attempted cyber-attacks of our network. None of the attempted attacks have caused a disruption to our operations or had a material adverse effect on our business or financial results. As a result of the attempts, we have taken further preventive security measures to protect our systems. Despite the preventive security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain coordinating and managing the outsourced service providers, it may cause an adverse effect on our operations, which could have a material adverse effect on our business, results of operations or financial condition. --- ## Modified: Prepayments **Key changes:** - Reworded sentence: "Prepayments consist of the following: 2025 2024 (in thousands) Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 Prepayments consist of the following: 2025 2024" **Prior (2025):** Prepayments consist of the following: 2024 2023 (1) (in thousands) Contract manufacturer and supplier prepayments $ 365,875 $ 502,257 Prepaid maintenance and other services 22,176 17,592 Prepaid taxes 22,211 16,083 Other prepayments 18,824 13,038 Total prepayments $ 429,086 $ 548,970 (1)Excludes $5.3 million of contract manufacturer and supplier prepayments, classified as assets held for sale. See Note E: "Dispositions" for additional information. Prepayments consist of the following: 2024 2023 (1) **Current (2026):** Prepayments consist of the following: 2025 2024 (in thousands) Contract manufacturer and supplier prepayments $ 364,170 $ 365,875 Prepaid maintenance and other services 16,662 22,176 Prepaid taxes 9,861 22,211 Other prepayments 36,871 18,824 Total prepayments $ 427,564 $ 429,086 Prepayments consist of the following: 2025 2024 --- ## Modified: We may incur higher tax rates than we expect and may have exposure to additional international tax liabilities and costs. **Key changes:** - Added sentence: "Because of increasing focus by government taxing authorities on multinational corporations, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and as a result our liabilities for taxes, interest and penalties, could significantly increase and adversely affect our financial results." - Removed sentence: "While we intend to operate in such a manner to maintain and maximize our tax incentives and tax holidays, no assurance can be given that we have so qualified or that we will qualify for any particular year or jurisdiction." - Reworded sentence: "In December 2025, we 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." **Prior (2025):** We are subject to paying income taxes in the United States and other countries where we operate. Our effective tax rate is dependent on where our earnings are generated and the tax regulations and the interpretation and judgment of administrative tax or revenue authorities in the United States and other countries. We have pursued a global tax strategy that could be adversely affected by the mix of earnings and tax rates in the countries where we operate, changes to tax laws (including but not limited to Pillar Two), tax regulations or an adverse tax ruling by administrative authorities. We are also subject to tax audits in the countries where we operate. Any material change in our tax liability resulting from changes in tax laws, tax regulations, administrative rulings or audits from an administrative tax or revenue authority could negatively affect our financial results. As a multinational corporation, we are subject to income taxes as well as non-income-based taxes, in both the United States and various foreign jurisdictions. In certain foreign jurisdictions, we qualify for tax incentives and tax holidays based on our ability to meet, on a continuing basis, various tests relating to our employment levels, research and development expenditures and other qualification requirements in a particular foreign jurisdiction. While we intend to operate in such a manner to maintain and maximize our tax incentives and tax holidays, no assurance can be given that we have so qualified or that we will qualify for any particular year or jurisdiction. If we fail to qualify or fail to remain qualified for certain foreign tax incentives and tax holidays, we may be subject to further taxation or an increase in our effective tax rate which would adversely impact our financial results. In November 2020, we 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, 2020. The new tax holiday is scheduled to expire on December 31, 2025. The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2024, 2023 and 2022 were $17.1 million or $0.10 per diluted share, $1.4 million or $0.01 per diluted share, and $16.0 million or $0.09 per diluted share, respectively. These tax savings may not be achievable in subsequent years due to changes in Singapore's tax laws, issuance of new global minimum tax laws, or the expiration of the tax holiday. 12 12 12 Table of Contents Table of Contents Table of Contents In addition, we may incur additional costs, including headcount expenses, in order to maintain or obtain a foreign tax incentive or tax holiday in a particular foreign jurisdiction. **Current (2026):** We are subject to paying income taxes in the United States and other countries where we operate. Our effective tax rate is dependent on where our earnings are generated and the tax regulations and the interpretation and judgment of administrative tax or revenue authorities in the United States and other countries. We have pursued a global tax strategy that could be adversely affected by the mix of earnings and tax rates in the countries where we operate, changes to tax laws (including but not limited to Pillar Two), tax regulations or an adverse tax ruling by administrative authorities. Because of increasing focus by government taxing authorities on multinational corporations, the tax laws of certain countries in which we do business could change on a prospective or retroactive basis, and as a result our liabilities for taxes, interest and penalties, could significantly increase and adversely affect our financial results. We are also subject to tax audits in the countries where we operate. Any material change in our tax liability resulting from changes in tax laws, tax regulations, administrative rulings or audits from an administrative tax or revenue authority could negatively affect our financial results. As a multinational corporation, we are subject to income taxes as well as non-income-based taxes, in both the United States and various foreign jurisdictions. In certain foreign jurisdictions, we qualify for tax incentives and tax holidays based on our ability to meet, on a continuing basis, various tests relating to our employment levels, research and development expenditures and other qualification requirements in a particular foreign jurisdiction. If we fail to qualify or fail to remain qualified for certain foreign tax incentives and tax holidays, we may be subject to further taxation or an increase in our effective tax rate which would adversely impact our financial results. In December 2025, we 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. 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. These tax savings may not be achievable in subsequent years due to changes in Singapore's tax laws or the issuance of new global minimum tax laws. 12 12 Table of Contents Table of Contents Table of Contents We have significant guarantees, indemnification, and customer confidentiality obligations. From time to time, we make guarantees to customers regarding the delivery, price and performance of our products and guarantee certain indebtedness, performance obligations or lease commitments of our subsidiary and affiliate companies. We also have agreed to provide indemnification to our officers, directors, employees and agents, to the extent permitted by law, arising from certain events or occurrences, while the officer, director, employee or agent, is or was serving at our request in such capacity. Additionally, we have confidentiality obligations to certain customers, which if breached would require the payment of significant penalties. If we become liable under any of these obligations, it could materially and adversely affect our business, financial condition or operating results. For additional information see Note O: "Commitments and Contingencies" in Notes to Consolidated Financial Statements.We may discontinue or reduce our quarterly cash dividend or share repurchase program. Future cash dividends and share repurchases are subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition. We are not required to do either and may reduce or eliminate our cash dividend or share repurchase program in the future. The amount and frequency of our share repurchases may fluctuate and the reduction or elimination of our cash dividend or our share repurchase program could adversely affect the market price of our common stock or reduce our cash reserves.We have incurred indebtedness and may incur additional indebtedness. On May 1, 2020, we entered into a three-year, senior secured revolving credit facility of up to $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. The amended credit agreement provides that, subject to customary conditions, we 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. We could borrow funds under this Credit Facility at any time for general corporate purposes and working capital. On September 4, 2025, September 19, 2025, and October 7, 2025, Teradyne borrowed a combined $250.0 million under the Credit Facility to support the ramp-up in manufacturing capabilities for Semiconductor Test and the strategy to return cash to shareholders through share repurchases, dividends, and inorganic growth opportunities. On December 31, 2025, we repaid $50 million of the outstanding borrowings. Further, we may incur significant additional secured and unsecured indebtedness in the future.Our outstanding and any additional indebtedness, among other things, could: •make it difficult to make payments on this indebtedness and our other obligations;•make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;•increase our vulnerability to adverse changes in general economic, industry and competitive conditions;•require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures; and•limit our flexibility in planning for or reacting to changes in our business and the industries in which we complete and placing us at a disadvantage compared to competitors with less debt or debt on more favorable terms.Restrictive covenants in the agreement governing our senior secured revolving credit facility may restrict our ability to pursue business strategies.The agreement governing our Credit Facility limits our ability, among other things, to incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens. In addition, our Credit Facility contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest, such as, subject to permitted exceptions, making capital expenditures in excess of certain thresholds, making investments, loans and other advances, and prepaying any additional indebtedness while our indebtedness under our Credit Facility is outstanding. Our failure to comply with financial and other restrictive covenants could result in an event of default, which if not cured or waived, could result in the lenders requiring immediate payment of all outstanding borrowings or foreclosing on collateral pledged to them to secure the indebtedness. --- ## Modified: Interest Rate Risk Management **Key changes:** - Reworded sentence: "We are exposed to potential losses due to changes in interest rates." **Prior (2025):** 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 36 36 36 Table of Contents Table of Contents Table of Contents 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. **Current (2026):** 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. 36 36 Table of Contents Table of Contents Table of Contents 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. Item 8: Financial Statements and Supplementary Data --- ## Modified: Income Taxes **Key changes:** - Reworded sentence: "26 26 Table of Contents Table of Contents Table of Contents Business CombinationsWe recognize tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition." **Prior (2025):** 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. Evaluating the positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, "Accounting for Income Taxes" is a key judgment in the valuation of 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 our assessment, we concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized. 26 26 26 Table of Contents Table of Contents Table of Contents **Current (2026):** 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. Evaluating the positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, "Accounting for Income Taxes" is a key judgment in the valuation of 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 our assessment, we concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized. 26 26 Table of Contents Table of Contents Table of Contents Business CombinationsWe recognize 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 flow valuations that use information and assumptions provided by management, for example, revenue growth rates, customer attrition rates, and discount rate. We allocate 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 we believe 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.Results of Operations Information pertaining to fiscal year 2023 results of operations, including a year-to-year comparison against fiscal year 2024, was included in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part II, Item 7, "Management's Discussion and Analysis of Financial Position and Results of Operations," which was filed with the SEC on February 20, 2025. This information is incorporated by reference herein. The following table sets forth the percentage of total net revenues included in our consolidated statements of operations: Years Ended December 31, 2025 2024 Percentage of revenues: Revenues: Products 83.4 % 81.4 % Services 16.6 18.6 Total revenues 100.0 100.0 Cost of revenues: Cost of products 35.6 34.1 Cost of services 6.2 7.4 Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) 41.8 41.5 Gross profit 58.2 58.5 Operating expenses: Selling and administrative 20.3 21.9 Engineering and development 15.8 16.3 Acquired intangible assets amortization 0.5 0.7 Restructuring and other 1.2 0.6 Gain on sale of business - (2.0 ) Total operating expenses 37.8 37.4 Income from operations 20.4 21.1 Non-operating (income) expenses: Interest income (0.5 ) (0.9 ) Interest expense 0.2 0.1 Other (income) expense, net 0.2 0.2 Income before income taxes and equity in net earnings of affiliate 20.5 21.6 Income tax provision 2.5 2.1 Income before equity in net earnings of affiliate 18.0 19.5 Equity in net earnings of affiliate (0.6 ) (0.3 ) Net income 17.4 % 19.2 % --- ## Modified: C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS **Key changes:** - Reworded sentence: "In 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." - Reworded sentence: "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." - Reworded sentence: "Teradyne is currently evaluating the impact of this new standard." **Prior (2025):** In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires us to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker ("CODM") on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Additionally, we are required to disclose the title and position of the CODM. We retrospectively adopted and complied with this standard for the annual period ending December 31, 2024. See Note U: "Segment, Geographic and Significant Customer Information." The adoption of this standard had no impact on our results of operations, cash flows or financial condition. 34 34 34 Table of Contents Table of Contents Table of Contents In December 2023, the 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. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the impact of this new standard. 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. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the impact of this new standard. Item 7A: Quantitative and Qualitative Disclosures about Market Risks **Current (2026):** In 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. --- ## Modified: Definition and Limitations of Internal Control over Financial Reporting **Key changes:** - Reworded sentence: "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." - Reworded sentence: "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." - Reworded sentence: "These procedures included testing the effectiveness of controls relating to the recognition process for certain products revenue." **Prior (2025):** The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Certain Product Revenue As described in Note B to the consolidated financial statements, the Company recognizes revenue for transactions that do not meet the criteria for over time recognition, 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 product revenue was $2.3 billion for the year ended December 31, 2024, of which a majority relates to certain product revenue. The principal consideration for our determination that performing procedures relating to revenue recognition for certain product 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 product 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 product revenue. These procedures also included, among others (i) testing the revenue recognized for a sample of certain product 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 product 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) testing a sample of outstanding customer invoice balances as of December 31, 2024 by obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts Boston, Massachusetts February 20, 2025 We have served as the Company's auditor since 1968. 37 37 37 Table of Contents Table of Contents Table of Contents **Current (2026):** 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. 37 37 Table of Contents Table of Contents Table of Contents 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 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. --- ## Modified: Restrictive covenants in the agreement governing our senior secured revolving credit facility may restrict our ability to pursue business strategies. **Key changes:** - Reworded sentence: "The agreement governing our Credit Facility limits our ability, among other things, to incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens." - Added sentence: "13 13 Table of Contents Table of Contents Table of Contents We may not be able to pay our debt and other obligations.If our cash flows are inadequate to meet our obligations, we could face substantial liquidity problems." - Added sentence: "If we are unable to generate sufficient cash flows or otherwise obtain funds necessary to make required payments on our Credit Facility or certain of our other obligations, we would be in default under the terms thereof, which would permit the holders of those obligations to accelerate their maturity and also could cause defaults under future indebtedness we may incur." - Added sentence: "Any such default could have a material adverse effect on our business, prospects, financial position and operating results.Foreign currency exchange rates and fluctuations in those rates may affect the Company's ability to realize projected growth rates in its sales and earnings." - Added sentence: "Our financial statements are denominated in U.S." **Prior (2025):** 13 13 13 Table of Contents Table of Contents Table of Contents The agreement governing our senior secured revolving credit facility limits our ability, among other things, to incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens. In addition, our senior secured revolving credit facility contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest, such as, subject to permitted exceptions, making capital expenditures in excess of certain thresholds, making investments, loans and other advances, and prepaying any additional indebtedness while our indebtedness under our senior secured revolving credit facility is outstanding. Our failure to comply with financial and other restrictive covenants could result in an event of default, which if not cured or waived, could result in the lenders requiring immediate payment of all outstanding borrowings or foreclosing on collateral pledged to them to secure the indebtedness. **Current (2026):** The agreement governing our Credit Facility limits our ability, among other things, to incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens. In addition, our Credit Facility contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest, such as, subject to permitted exceptions, making capital expenditures in excess of certain thresholds, making investments, loans and other advances, and prepaying any additional indebtedness while our indebtedness under our Credit Facility is outstanding. Our failure to comply with financial and other restrictive covenants could result in an event of default, which if not cured or waived, could result in the lenders requiring immediate payment of all outstanding borrowings or foreclosing on collateral pledged to them to secure the indebtedness. 13 13 Table of Contents Table of Contents Table of Contents We may not be able to pay our debt and other obligations.If our cash flows are inadequate to meet our obligations, we could face substantial liquidity problems. If we are unable to generate sufficient cash flows or otherwise obtain funds necessary to make required payments on our Credit Facility or certain of our other obligations, we would be in default under the terms thereof, which would permit the holders of those obligations to accelerate their maturity and also could cause defaults under future indebtedness we may incur. Any such default could have a material adverse effect on our business, prospects, financial position and operating results.Foreign currency exchange rates and fluctuations in those rates may affect the Company's ability to realize projected growth rates in its sales and earnings. Our financial statements are denominated in U.S. dollars. The majority of our Robotics revenue is denominated in foreign currencies, and the strengthening of the U.S. dollar would negatively affect Robotics revenue growth. In addition, many of our liabilities, including our outstanding indebtedness, and certain other cash payments, such as share repurchases, are payable in the United States in U.S. dollars, while a portion of our cash is generated outside the United States. As a result, currency fluctuations and changes in foreign exchange regulations can have a material adverse effect on our liquidity and financial condition.Adverse developments affecting the financial services industry, including events or risks involving liquidity, defaults or non-performance by financial institutions, could have a material adverse effect on our business, financial condition or results of operations.We hold cash balances in several large financial institutions significantly in excess of the Federal Deposit Insurance Corporation ("FDIC") and global insurance limits. If banks and financial institutions with whom we have banking relationships enter receivership or become insolvent in the future, we may be unable to access, and we may lose some or all of our existing cash, cash equivalents and investments to the extent those funds are not insured or otherwise protected by the FDIC. There is no guarantee that the FDIC or any other global insurer will provide access to uninsured funds in the future in the event of the closure of any other banks or financial institutions in a timely fashion or at all. Any inability to access or delay in accessing these funds could adversely affect our business, financial position, and liquidity.Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, which may be volatile and due to factors beyond our control.The market price of our common stock is subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this "Risk Factors" section and elsewhere in this report, factors that could cause fluctuations in the market price of our common stock include the following:•ratings changes by any securities analysts who follow our company or the failure to achieve our financial guidance or targets;•announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;•changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;•changes in accounting standards, policies, guidelines, interpretations, or principles;•actual or anticipated developments in our business or our competitors' businesses or the competitive landscape generally;•developments or disputes concerning our intellectual property or our products and platform capabilities, or third-party proprietary rights;•cybersecurity attacks or incidents;•announced or completed acquisitions of businesses or technologies by us or our competitors;•changes in our board of directors or management;•announced or completed equity or debt transactions involving our securities;•sales of shares of our common stock by us, our officers, directors, or other stockholders; and --- ## Modified: (d) Maximum Number(or Approximate DollarValue) of Shares (orUnits) that may Yet BePurchased Under thePlans or Programs **Key changes:** - Reworded sentence: "September 29, 2025 - October 26, 2025 642 $ 141.80 641 $ 785,712 October 27, 2025 - November 23, 2025 451 172.43 451 708,911 November 24, 2025 - December 31, 2025 93 179.59 93 691,363 1,186 (1) 156.42 (1) 1,185 (1)Includes approximately three thousand shares at an average price of $163.25 withheld from employees for the payment of taxes." - Reworded sentence: "Excise tax incurred is included as part of the cost basis of shares repurchased in the Condensed Consolidated Statements of Stockholders' Equity." - Reworded sentence: "Item 6: (Reserved) 23 23 Table of Contents Table of Contents Table of Contents Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations Overview We are a leading global provider of automated test equipment and robotics products." - Reworded sentence: "A few customers drive sizable demand for our offerings both through direct sales and sales to the customer's supply partners." - Reworded sentence: "dollar has, and will continue to, negatively affect Robotics revenue in 2025 and 2026, respectively." **Prior (2025):** September 30, 2024 - October 27, 2024 104 $ 129.01 103 $ 1,531,150 October 28, 2024 - November 24, 2024 475 107.04 475 1,480,482 November 25, 2024 - December 31, 2024 668 120.26 668 1,400,063 1,247 (1) $ 115.95 (1) 1,246 (1)Includes approximately two thousand shares at an average price of $122.14 withheld from employees for the payment of taxes. Includes approximately two thousand shares at an average price of $122.14 withheld from employees for the payment of taxes. As of January 1, 2023, share repurchases net of share issuances are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred is included as part of the cost basis of shares repurchased in the Condensed Consolidated Statements of Convertible Common Shares and Stockholders' Equity. In January 2023, the Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion of common stock. Unless terminated by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program. We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due. Item 6: (Reserved) 23 23 23 Table of Contents Table of Contents Table of Contents Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations Overview We are a leading global supplier of automated test equipment and robotics products. We design, develop, manufacture and sell automated test systems and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our Robotics products include collaborative robotic arms and autonomous mobile robots ("AMRs") used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. Our automated test equipment and robotics products and services include: •semiconductor test ("Semiconductor Test") systems; semiconductor test ("Semiconductor Test") systems; •robotics ("Robotics") products; and robotics ("Robotics") products; and •defense/aerospace ("Defense/Aerospace") test instrumentation and systems, circuit-board test and inspection ("Production Board Test") systems, and wireless test systems (referred collectively as "All Other"). defense/aerospace ("Defense/Aerospace") test instrumentation and systems, circuit-board test and inspection ("Production Board Test") systems, and wireless test systems (referred collectively as "All Other"). The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products both through direct sales and sales to the customer's supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future. In 2024, we saw strength in our Semiconductor Test business, with memory and compute offerings growing considerably compared to 2023. We expect mobile, automotive, and industrial will grow in 2025 and that recent advancements in AI inference may help mid-term recovery in these markets. Beyond AI compute, we are investing in other areas of the semiconductor test market that offer the opportunity for accelerating long-term growth, including power semi-conductors and the shift towards vertically integrated products ("VIPs"). We have seen the benefits start to materialize in 2024 and expect them to continue through the mid-term. 2024 was a very weak industrial automation market resulting in a year-over-year decline in Robotics revenues while outperforming our peer group. In 2024, we built key OEM, systems integrators and large account strategic partnerships which will strengthen our go to market for years to come. Introduction of new products, including the MiR 1200 Pallet Jack will further expand our available markets to support our growth. On May 27, 2024, we 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. We also received a board seat as part of the purchase. Additionally, as part of the transaction, we completed the sale of the Device Interface Solutions ("DIS") business, a component of our Semiconductor Test segment, to 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. Our financial statements are denominated in U.S. dollars. While revenues in our test businesses are predominantly in U.S. dollars, the majority of our Robotics revenue is denominated in foreign currencies. Strengthening of the U.S. dollar would negatively affect Robotics revenue growth in 2025. Our corporate strategy for our test businesses is to profitably grow market share while in Robotics, we plan to profitably grow revenue through the introduction of differentiated products targeting expanding markets. Our capital allocation plan will continue to be balanced between investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends. **Current (2026):** September 29, 2025 - October 26, 2025 642 $ 141.80 641 $ 785,712 October 27, 2025 - November 23, 2025 451 172.43 451 708,911 November 24, 2025 - December 31, 2025 93 179.59 93 691,363 1,186 (1) 156.42 (1) 1,185 (1)Includes approximately three thousand shares at an average price of $163.25 withheld from employees for the payment of taxes. Includes approximately three thousand shares at an average price of $163.25 withheld from employees for the payment of taxes. As of January 1, 2023, share repurchases net of share issuances are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred is included as part of the cost basis of shares repurchased in the Condensed Consolidated Statements of Stockholders' Equity. In January 2023, the Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion of common stock. Unless terminated by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program. We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due. Item 6: (Reserved) 23 23 Table of Contents Table of Contents Table of Contents Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations Overview We are a leading global provider of automated test equipment and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency, while reducing costs. In the first quarter of 2025, we identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025. Our automated test equipment and robotics products and services include: •semiconductor test ("Semiconductor Test") systems; •robotics ("Robotics") products; and•product test ("Product Test") systems, which includes circuit-board test and inspection systems, wireless test systems photonic integrated circuit ("PIC") test solutions, and defense and aerospace test instrumentation and systems. The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive sizable demand for our offerings both through direct sales and sales to the customer's supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of major customers for the foreseeable future. In 2025, our Semiconductor Test segment achieved considerable growth driven by robust demand from Artificial Intelligence ("AI") applications in networking and with vertically integrated producer ("VIP") compute solutions. Memory test revenue remained stable despite a smaller overall market, supported by share gains in high bandwidth memory ("HBM") and DRAM final test applications. The Semiconductor Test segment's strategic shift toward AI-driven semiconductor testing resulted in AI related customer demand driving the majority of our revenue in the second half of 2025. Looking ahead to 2026, we expect AI related customer demand to continue to represent the bulk of our revenues in the first quarter. Our results reflect our focused investments in AI applications and VIP customers, with benefits from these initiatives materializing throughout 2025 and expected to continue in 2026. In the Product Test Group, we also achieved revenue growth in 2025, bolstered primarily by strength in defense and aerospace applications.In our Robotics segment, the fourth quarter of 2025 represented the third consecutive quarter of sequential revenue growth. During the year, we aimed at strategic partnerships with original equipment manufacturers, systems integrators, and large enterprise accounts, concentrating on high-growth verticals such as ecommerce, logistics, semiconductor, and electronics. At the same time, we also reduced costs through restructuring activities designed to better position the Robotics organization for future success.On January 29, 2026, we 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 created 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 we will invest 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.On May 31, 2025, we acquired privately held Quantifi Photonics ("Quantifi"), a leader in PIC test solutions for a total purchase price of $127.2 million. This acquisition enables the delivery of scalable PIC test solutions and is included in our Product Test segment. Over time, we also intend to leverage the engineering expertise and technology to enhance functionality and create additional differentiation in our Semiconductor Test business, specifically with integration into our UltraFlexplus platform.On January 31, 2025, we acquired Infineon Technologies AG's ("Infineon") 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. AET adds resources and expertise to our company and strengthens the relationship between us and this key customer. AET is included in our Semiconductor Test segment.While revenues in our test businesses are predominantly in U.S. dollars, the majority of our Robotics revenue is denominated in foreign currencies. Strengthening of the U.S. dollar has, and will continue to, negatively affect Robotics revenue in 2025 and 2026, respectively. Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations Overview We are a leading global provider of automated test equipment and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency, while reducing costs. In the first quarter of 2025, we identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025. Our automated test equipment and robotics products and services include: •semiconductor test ("Semiconductor Test") systems; semiconductor test ("Semiconductor Test") systems; •robotics ("Robotics") products; and robotics ("Robotics") products; and •product test ("Product Test") systems, which includes circuit-board test and inspection systems, wireless test systems photonic integrated circuit ("PIC") test solutions, and defense and aerospace test instrumentation and systems. product test ("Product Test") systems, which includes circuit-board test and inspection systems, wireless test systems photonic integrated circuit ("PIC") test solutions, and defense and aerospace test instrumentation and systems. The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive sizable demand for our offerings both through direct sales and sales to the customer's supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of major customers for the foreseeable future. In 2025, our Semiconductor Test segment achieved considerable growth driven by robust demand from Artificial Intelligence ("AI") applications in networking and with vertically integrated producer ("VIP") compute solutions. Memory test revenue remained stable despite a smaller overall market, supported by share gains in high bandwidth memory ("HBM") and DRAM final test applications. The Semiconductor Test segment's strategic shift toward AI-driven semiconductor testing resulted in AI related customer demand driving the majority of our revenue in the second half of 2025. Looking ahead to 2026, we expect AI related customer demand to continue to represent the bulk of our revenues in the first quarter. Our results reflect our focused investments in AI applications and VIP customers, with benefits from these initiatives materializing throughout 2025 and expected to continue in 2026. In the Product Test Group, we also achieved revenue growth in 2025, bolstered primarily by strength in defense and aerospace applications. In our Robotics segment, the fourth quarter of 2025 represented the third consecutive quarter of sequential revenue growth. During the year, we aimed at strategic partnerships with original equipment manufacturers, systems integrators, and large enterprise accounts, concentrating on high-growth verticals such as ecommerce, logistics, semiconductor, and electronics. At the same time, we also reduced costs through restructuring activities designed to better position the Robotics organization for future success. On January 29, 2026, we 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 created 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 we will invest 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. On May 31, 2025, we acquired privately held Quantifi Photonics ("Quantifi"), a leader in PIC test solutions for a total purchase price of $127.2 million. This acquisition enables the delivery of scalable PIC test solutions and is included in our Product Test segment. Over time, we also intend to leverage the engineering expertise and technology to enhance functionality and create additional differentiation in our Semiconductor Test business, specifically with integration into our UltraFlexplus platform. On January 31, 2025, we acquired Infineon Technologies AG's ("Infineon") 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. AET adds resources and expertise to our company and strengthens the relationship between us and this key customer. AET is included in our Semiconductor Test segment. While revenues in our test businesses are predominantly in U.S. dollars, the majority of our Robotics revenue is denominated in foreign currencies. Strengthening of the U.S. dollar has, and will continue to, negatively affect Robotics revenue in 2025 and 2026, respectively. 24 24 Table of Contents Table of Contents Table of Contents Our capital allocation plan will continue to be focused on investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends. During 2025, we completed the acquisitions of Quantifi and AET and additionally, we returned $778.4 million to shareholders through $702.1 million of share buybacks and $76.3 million of dividend payments.Government RegulationsWe are subject to numerous U.S. and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations. Additionally, U.S. and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations. We believe that our operations are in material compliance with applicable trade regulations. The costs we incurred in complying with applicable trade regulations for the year ended December 31, 2025 were not material, however, compliance with these laws has limited our ability to compete in certain regions. It is possible that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have an material adverse effect on our future business or prospects.For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - Item 1A "Risk Factors- Risks Related to Legal and Regulatory Compliance" included elsewhere in this Form 10-K.Critical Accounting Estimates We have identified the policies and estimates discussed below as critical to understanding our business and our results of operations and financial condition. The impact and any associated risks related to these estimates on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a full description of our accounting policies related to the below items refer to Note B: "Accounting Policies", included in the Notes to Consolidated Financial Statements in this Annual Report.Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.Revenue Recognition In accordance with ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), we recognize revenues, when or as control is transferred to a customer. Our determination of revenue requires judgment in the determination of performance obligations and allocation of the transaction price to performance obligations. We often sell bundled orders that include both product and services or multiple different products within the same order. We evaluate each of the deliverables to determine if it meets the definition of a performance obligation, which requires that it is capable of being distinct and distinct within the context of the contract. This determination is based on an assessment of contractual rights of the contract and the ability of the performance obligation to perform on its own or with readily available resources. In bundled transactions, we estimate the standalone selling price of each identified performance obligation and use that estimate to allocate the transaction price among said performance obligations. The estimated standalone selling price is determined using all information reasonably available to us, including standalone transactions, market information and other observable inputs.Inventories Inventories are stated at the lower of cost using a standard costing system which approximates cost based on a first-in, first-out basis or net realizable value. On a quarterly basis, we evaluate all inventories for net realizable value. This quarterly process identifies obsolete and excess inventory. Obsolete inventory, which represents items for which there is no demand, is fully reserved. Excess inventory, which represents inventory items that are not expected to be consumed within the forecasted demand window, is written down to estimated net realizable value. Forecasted demand information is obtained from the sales and marketing groups and incorporates factors such as backlog and future revenues. The demand forecast is based on assumptions around the product life and customer and market expectations.Retirement and Postretirement Plans We recognize net actuarial gains and losses and the change in the fair value of the plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. Discount rate and expected return on assets are two assumptions Our capital allocation plan will continue to be focused on investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends. During 2025, we completed the acquisitions of Quantifi and AET and additionally, we returned $778.4 million to shareholders through $702.1 million of share buybacks and $76.3 million of dividend payments. --- ## Modified: SHAREHOLDERS' EQUITY **Key changes:** - Reworded sentence: "Common stock, $0.125 par value, 1,000,000 shares authorized; 156,088 and 161,722 shares issued and outstanding at December 31, 2025, and December 31, 2024, respectively 19,511 20,215 Additional paid-in capital 1,989,911 1,909,538 Accumulated other comprehensive loss 41,895 (81,220 ) Retained earnings 744,435 970,761 Total shareholders' equity 2,795,752 2,819,294 Total liabilities and shareholders' equity $ 4,183,599 $ 3,708,714 The accompanying notes are an integral part of the consolidated financial statements." **Prior (2025):** ASSETS Current assets: Cash and cash equivalents $ 553,354 $ 757,571 Marketable securities 46,312 62,154 Accounts receivable, less allowance for credit losses of $2,111 and $1,988 in 2024 and 2023, respectively 471,426 422,124 Inventories, net 298,492 309,974 Prepayments 429,086 548,970 Other current assets 17,727 37,992 Current assets held for sale - 23,250 Total current assets 1,816,397 2,162,035 Property, plant and equipment, net 508,171 445,492 Operating lease right-of-use assets, net 70,185 73,417 Marketable securities 124,121 117,434 Deferred tax assets 222,438 175,775 Retirement plans assets 11,994 11,504 Equity Method Investment 494,494 - Other assets 49,620 38,580 Acquired intangible assets, net 15,927 35,404 Goodwill 395,367 415,652 Long-term assets held for sale - 11,531 Total assets $ 3,708,714 $ 3,486,824 **Current (2026):** Common stock, $0.125 par value, 1,000,000 shares authorized; 156,088 and 161,722 shares issued and outstanding at December 31, 2025, and December 31, 2024, respectively 19,511 20,215 Additional paid-in capital 1,989,911 1,909,538 Accumulated other comprehensive loss 41,895 (81,220 ) Retained earnings 744,435 970,761 Total shareholders' equity 2,795,752 2,819,294 Total liabilities and shareholders' equity $ 4,183,599 $ 3,708,714 The accompanying notes are an integral part of the consolidated financial statements. 40 40 Table of Contents Table of Contents Table of Contents TERADYNE, INC.CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025 2024 2023 (in thousands, except per share amount) Revenues: Products $ 2,660,190 $ 2,294,935 $ 2,096,286 Services 529,834 524,945 580,012 Total revenues 3,190,024 2,819,880 2,676,298 Cost of revenues: Cost of products 1,136,026 960,888 882,892 Cost of services 196,653 210,065 256,658 Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) 1,332,679 1,170,953 1,139,550 Gross profit 1,857,345 1,648,927 1,536,748 Operating expenses: Selling and administrative 648,874 617,047 577,315 Engineering and development 504,596 460,876 418,089 Acquired intangible assets amortization 15,270 18,764 18,999 Restructuring and other 38,554 15,571 21,277 Gain on sale of business - (57,119 ) - Total operating expenses 1,207,294 1,055,139 1,035,680 Income from operations 650,051 593,788 501,068 Non-operating (income) expenses: Interest income (15,696 ) (24,772 ) (27,348 ) Interest expense 6,846 3,587 3,806 Other (income) expense, net 5,641 5,887 (962 ) Income before income taxes and equity in net earnings of affiliate 653,260 609,086 525,572 Income tax provision 79,299 59,503 76,820 Income before equity in net earnings of affiliate 573,961 549,583 448,752 Equity in net earnings of affiliate (19,914 ) (7,211 ) - Net income $ 554,047 $ 542,372 $ 448,752 Net income per common share: Basic $ 3.48 $ 3.41 $ 2.91 Diluted $ 3.47 $ 3.32 $ 2.73 Weighted average common shares - basic 159,119 159,083 154,310 Weighted average common shares - diluted 159,719 163,314 164,304 The accompanying notes are an integral part of the consolidated financial statements. --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Engineering and development $ 504.6 $ 460.9 $ 43.7 Percent of total revenues 15.8 % 16.3 % The increase of $43.7 million in engineering and development expenses was primarily due to higher spending in Semiconductor Test partially offset by lower spending in Robotics." **Prior (2025):** Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 **Current (2026):** Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## Modified: Income Taxes **Key changes:** - Reworded sentence: "Income tax expense for 2025 and 2024 totaled $79.3 million and $59.5 million, respectively." - Reworded sentence: "The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2025, and 2024 were $21.6 million or $0.14 per diluted share and $17.1 million or $0.10 per diluted share, respectively." **Prior (2025):** 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. Evaluating the positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, "Accounting for Income Taxes" is a key judgment in the valuation of 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 our assessment, we concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized. 26 26 26 Table of Contents Table of Contents Table of Contents **Current (2026):** 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. Evaluating the positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, "Accounting for Income Taxes" is a key judgment in the valuation of 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 our assessment, we concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized. 26 26 Table of Contents Table of Contents Table of Contents Business CombinationsWe recognize 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 flow valuations that use information and assumptions provided by management, for example, revenue growth rates, customer attrition rates, and discount rate. We allocate 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 we believe 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.Results of Operations Information pertaining to fiscal year 2023 results of operations, including a year-to-year comparison against fiscal year 2024, was included in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part II, Item 7, "Management's Discussion and Analysis of Financial Position and Results of Operations," which was filed with the SEC on February 20, 2025. This information is incorporated by reference herein. The following table sets forth the percentage of total net revenues included in our consolidated statements of operations: Years Ended December 31, 2025 2024 Percentage of revenues: Revenues: Products 83.4 % 81.4 % Services 16.6 18.6 Total revenues 100.0 100.0 Cost of revenues: Cost of products 35.6 34.1 Cost of services 6.2 7.4 Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) 41.8 41.5 Gross profit 58.2 58.5 Operating expenses: Selling and administrative 20.3 21.9 Engineering and development 15.8 16.3 Acquired intangible assets amortization 0.5 0.7 Restructuring and other 1.2 0.6 Gain on sale of business - (2.0 ) Total operating expenses 37.8 37.4 Income from operations 20.4 21.1 Non-operating (income) expenses: Interest income (0.5 ) (0.9 ) Interest expense 0.2 0.1 Other (income) expense, net 0.2 0.2 Income before income taxes and equity in net earnings of affiliate 20.5 21.6 Income tax provision 2.5 2.1 Income before equity in net earnings of affiliate 18.0 19.5 Equity in net earnings of affiliate (0.6 ) (0.3 ) Net income 17.4 % 19.2 % --- ## Modified: The implementation of tariffs on our products may have a material impact on our business. **Key changes:** - Reworded sentence: "In recent years, the United States has imposed significant tariffs on goods from some of our trading partners, and more significant tariffs continue to be threatened in light of rapidly evolving geopolitical tensions." **Prior (2025):** Our business operations and supply chain are global and may be disrupted by the implementation of tariffs. In 2018, the United States Trade Representative imposed a 25% tariff on many lists of products, including certain Teradyne products that are made in China and imported into the United States. On February 1, 2025, President Trump issued an executive order directing the United States to impose an additional 10% tariff on all imports from China effective February 4, 2025.We plan to implement operational changes that mitigate some of the impact of these tariffs on the import of our impacted products into the United States. As a result, the existing tariffs have not had a material adverse effect on our business, financial condition or results of operations. The implementation of additional tariffs by the United States could have a material adverse effect on our business, financial condition or results of operations. In addition to the actions taken by the United States, China has implemented retaliatory tariffs on products made in the United States and imported into China. These tariffs have not yet impacted Teradyne products. However, notwithstanding our efforts, the retaliatory tariffs or other trade restrictions implemented by China and possible future retaliatory actions by China or other nations could disrupt our business operations, sales and supply chain and, therefore, have a material adverse effect on our business, financial condition or results of operations. In February, 2025, President Trump issued executive orders directing the United States to impose new or additional tariffs on certain imports from Canada, Mexico and China and subsequently announced his intention to pause such tariffs on Canada and Mexico. While we do not believe any tariffs announced to date will have a material adverse effect on our business, financial condition or results of operations, we are still evaluating the potential impact of these tariffs and any additional tariffs implemented by the 18 18 18 Table of Contents Table of Contents Table of Contents Trump administration as well as any retaliatory actions by the impacted countries to our business and financial condition and outlook. The actual impact on any new tariffs is subject to a number of factors including the effective date, duration, amount, scope and nature of the tariffs, any retaliatory actions any impacted country may take, and any mitigating actions that are available. **Current (2026):** Our business operations and supply chain are global and may be disrupted by the implementation of tariffs. In recent years, the United States has imposed significant tariffs on goods from some of our trading partners, and more significant tariffs continue to be threatened in light of rapidly evolving geopolitical tensions. We cannot predict what further actions may ultimately be taken with respect to tariffs or what products or entities may be subject to such actions, or what reciprocation may be taken by other countries in response to U.S. actions. If we cannot find ways to mitigate the potential impacts from these tariffs successfully or in a timely manner, these additional tariffs and policies could have a significant impact on our business and operating results. The actual impact on any new tariffs is subject to a number of factors including the effective date, duration, amount, scope and nature of the tariffs. To date, recent tariff changes have not had a material adverse effect on our business, financial condition or results of operations, however, in the future, the implementation of additional tariffs by the United States or other countries could have a material adverse effect on our business, financial condition or results of operations. 18 18 Table of Contents Table of Contents Table of Contents In addition to the actions taken by the United States, China has implemented retaliatory tariffs on products made in the United States and imported into China. The retaliatory tariffs or other trade restrictions implemented by China and possible future retaliatory actions by China or other nations may in the future disrupt our business operations, sales and supply chain and, therefore, have a material adverse effect on our business, financial condition or results of operations.Trade regulations and restrictions impact our ability to manufacture certain products and to sell products to and support certain customers, which may materially adversely affect our sales and results of operations.We are subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners, suppliers and other persons. In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services and technologies, and in other circumstances are required to obtain an export license. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. Our export compliance program may not be sufficient to prevent all inadvertent compliance violations and there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. As further described below, we cannot quantify the impact that the export controls and economic sanctions has had on our sales, however, compliance with these laws has limited our ability to compete in certain regions, and could continue to limit them in the future. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to drop, which could have a material adverse effect on our business, financial condition or results of operations. The U.S. government from time to time has issued export restrictions that prohibit U.S. companies from exporting U.S. manufactured products, foreign manufactured products with more than 25% controlled U.S. content, foreign made product which was produced using U.S. technology, as well as U.S. origin technology. For example, the U.S. Department of Commerce has restricted the access of U.S. origin technologies to certain Chinese semiconductor companies by adding those companies to the Entity List and the Foreign Direct Product Rule ("FDP") under U.S. Export Administration Regulations ("EAR"). The addition of certain of these companies to the Entity List has had and will continue to have an adverse impact on our business with these customers. We cannot guarantee that we will be able to file for licenses with the U.S. Department of Commerce or otherwise take actions in the future to minimize the impact of the restrictions on our business.The U.S. Department of Commerce issued and continues to update a list of companies in China and other countries that it considered to be military end users. Compliance with the military end user rule has impacted our ability to sell products to certain customers in China. We cannot be certain that the actions we take will address all of the risks associated with the export controls that may impact our business and our compliance controls could be circumvented, exposing us to legal liabilities.We anticipate the U.S. Department of Commerce will continue to release new export control regulations. These regulations may continue to have an adverse impact on certain actual or potential customers and on the global semiconductor industry. To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, our business and revenues will be adversely impacted.In response to the regulations issued by the U.S. Department of Commerce, the Chinese government has passed new laws, including blocking legislation, which may impact our business activities in China. The Company is assessing the potential impact of these new Chinese laws and monitoring relevant laws and regulations issued by the Chinese government. The impact of these new Chinese laws on our business activities in China remains uncertain at this time. We may be subject to product recalls and warranty and product liability claims. We invest significant resources in the design, manufacturing and testing of our products. However, from time to time, we discover design or manufacturing defects in our products after they have been shipped and, as a result, we have incurred development and remediation costs and settled warranty and product liability claims. In addition, when our products contain defects or have reliability, quality or safety issues, in the past we have conducted a product recall which has resulted in significant repair or replacement costs and substantial delays in product shipments, which in the future could damage our reputation and could make it more difficult to sell our products. We may continue to have warranty and product liability claims or product recalls in the future. Any of these results could have a material adverse effect on our business, results of operations or financial condition.We may incur significant costs of complying with present and future environmental regulations and may incur significant liabilities if we fail to comply with such environmental regulations. We are subject to both domestic and international environmental regulations and statutory strict liability relating to the use, storage, discharge, site cleanup and disposal of hazardous chemicals used in our manufacturing processes. In addition, future regulations in response to global climate change may affect us, our suppliers, and our customers. Such regulations could cause us to In addition to the actions taken by the United States, China has implemented retaliatory tariffs on products made in the United States and imported into China. The retaliatory tariffs or other trade restrictions implemented by China and possible future retaliatory actions by China or other nations may in the future disrupt our business operations, sales and supply chain and, therefore, have a material adverse effect on our business, financial condition or results of operations. --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers." - Reworded sentence: "The breakout of product and service revenues was as follows: 2025 2024" **Prior (2025):** Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 **Current (2026):** Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- ## Modified: (in thousands, except per share amount) **Key changes:** - Reworded sentence: "ASSETS Current assets: Cash and cash equivalents $ 293,751 $ 553,354 Marketable securities 28,247 46,312 Accounts receivable, less allowance for credit losses of $2,410 and $2,111 at December 31, 2025 and December 31, 2024, respectively 786,913 471,426 Inventories, net 379,552 298,492 Prepayments 427,564 429,086 Other current assets 33,273 17,727 Total current assets 1,949,300 1,816,397 Property, plant and equipment, net 562,999 508,171 Operating lease right-of-use assets, net 76,635 70,185 Marketable securities 126,256 124,121 Deferred tax assets 275,265 222,438 Retirement plans assets 12,059 11,994 Equity method investment 537,098 494,494 Other assets 71,697 49,620 Acquired intangible assets, net 51,271 15,927 Goodwill 521,019 395,367 Total assets $ 4,183,599 $ 3,708,714" **Prior (2025):** ASSETS Current assets: Cash and cash equivalents $ 553,354 $ 757,571 Marketable securities 46,312 62,154 Accounts receivable, less allowance for credit losses of $2,111 and $1,988 in 2024 and 2023, respectively 471,426 422,124 Inventories, net 298,492 309,974 Prepayments 429,086 548,970 Other current assets 17,727 37,992 Current assets held for sale - 23,250 Total current assets 1,816,397 2,162,035 Property, plant and equipment, net 508,171 445,492 Operating lease right-of-use assets, net 70,185 73,417 Marketable securities 124,121 117,434 Deferred tax assets 222,438 175,775 Retirement plans assets 11,994 11,504 Equity Method Investment 494,494 - Other assets 49,620 38,580 Acquired intangible assets, net 15,927 35,404 Goodwill 395,367 415,652 Long-term assets held for sale - 11,531 Total assets $ 3,708,714 $ 3,486,824 **Current (2026):** ASSETS Current assets: Cash and cash equivalents $ 293,751 $ 553,354 Marketable securities 28,247 46,312 Accounts receivable, less allowance for credit losses of $2,410 and $2,111 at December 31, 2025 and December 31, 2024, respectively 786,913 471,426 Inventories, net 379,552 298,492 Prepayments 427,564 429,086 Other current assets 33,273 17,727 Total current assets 1,949,300 1,816,397 Property, plant and equipment, net 562,999 508,171 Operating lease right-of-use assets, net 76,635 70,185 Marketable securities 126,256 124,121 Deferred tax assets 275,265 222,438 Retirement plans assets 12,059 11,994 Equity method investment 537,098 494,494 Other assets 71,697 49,620 Acquired intangible assets, net 51,271 15,927 Goodwill 521,019 395,367 Total assets $ 4,183,599 $ 3,708,714 --- ## Modified: (in thousands, except per share amount) **Key changes:** - Reworded sentence: "Revenues: Products $ 2,660,190 $ 2,294,935 $ 2,096,286 Services 529,834 524,945 580,012 Total revenues 3,190,024 2,819,880 2,676,298 Cost of revenues: Cost of products 1,136,026 960,888 882,892 Cost of services 196,653 210,065 256,658 Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) 1,332,679 1,170,953 1,139,550 Gross profit 1,857,345 1,648,927 1,536,748 Operating expenses: Selling and administrative 648,874 617,047 577,315 Engineering and development 504,596 460,876 418,089 Acquired intangible assets amortization 15,270 18,764 18,999 Restructuring and other 38,554 15,571 21,277 Gain on sale of business - (57,119 ) - Total operating expenses 1,207,294 1,055,139 1,035,680 Income from operations 650,051 593,788 501,068 Non-operating (income) expenses: Interest income (15,696 ) (24,772 ) (27,348 ) Interest expense 6,846 3,587 3,806 Other (income) expense, net 5,641 5,887 (962 ) Income before income taxes and equity in net earnings of affiliate 653,260 609,086 525,572 Income tax provision 79,299 59,503 76,820 Income before equity in net earnings of affiliate 573,961 549,583 448,752 Equity in net earnings of affiliate (19,914 ) (7,211 ) - Net income $ 554,047 $ 542,372 $ 448,752 Net income per common share: Basic $ 3.48 $ 3.41 $ 2.91 Diluted $ 3.47 $ 3.32 $ 2.73 Weighted average common shares - basic 159,119 159,083 154,310 Weighted average common shares - diluted 159,719 163,314 164,304 The accompanying notes are an integral part of the consolidated financial statements." **Prior (2025):** Net income $ 542,372 $ 448,752 $ 715,501 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment, net of tax of $0, $0, $0, respectively (52,847 ) 17,407 (29,031 ) Available-for-sale marketable securities: Unrealized (losses) gains on marketable securities arising during period, net of tax of $(470), $568, ($3,388), respectively (1,699 ) 2,423 (12,666 ) Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $24, $12, $25, respectively 86 44 301 (1,613 ) 2,467 (12,365 ) Cash flow hedges: Unrealized (losses) gains arising during period, net of tax of $593, $1,537, $(708), respectively 2,100 5,464 (2,517 ) Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $(527), $(686), $0, respectively (1,875 ) (2,441 ) - 225 3,023 (2,517 ) Defined benefit post-retirement plan: Amortization of prior service credit, net of tax $(2), $(2), $(2), respectively (7 ) (7 ) (7 ) Other comprehensive income (loss) (54,242 ) 22,890 (43,920 ) Comprehensive income $ 488,130 $ 471,642 $ 671,581 The accompanying notes are an integral part of the consolidated financial statements. 40 40 40 Table of Contents Table of Contents Table of Contents **Current (2026):** ASSETS Current assets: Cash and cash equivalents $ 293,751 $ 553,354 Marketable securities 28,247 46,312 Accounts receivable, less allowance for credit losses of $2,410 and $2,111 at December 31, 2025 and December 31, 2024, respectively 786,913 471,426 Inventories, net 379,552 298,492 Prepayments 427,564 429,086 Other current assets 33,273 17,727 Total current assets 1,949,300 1,816,397 Property, plant and equipment, net 562,999 508,171 Operating lease right-of-use assets, net 76,635 70,185 Marketable securities 126,256 124,121 Deferred tax assets 275,265 222,438 Retirement plans assets 12,059 11,994 Equity method investment 537,098 494,494 Other assets 71,697 49,620 Acquired intangible assets, net 51,271 15,927 Goodwill 521,019 395,367 Total assets $ 4,183,599 $ 3,708,714 --- ## Modified: Equity Compensation Plans **Key changes:** - Reworded sentence: "As of December 31, 2025, our stockholders have approved two equity compensations plans under which equity securities are authorized for issuance: our 1996 Employee Stock Purchase Plan (the "ESPP"), as discussed in Note S: "Stock-Based Compensation" in Notes to Consolidated Financial Statements, as well as our Equity and Cash Compensation Incentive Plan (the "Equity Plan")." **Prior (2025):** In addition to our 1996 Employee Stock Purchase Plan discussed in Note R: "Stock-Based Compensation" in Notes to Consolidated Financial Statements, we have a 2006 Equity and Cash Compensation Incentive Plan (the "2006 Equity Plan") under which equity securities are authorized for issuance. The 2006 Equity Plan was initially approved by stockholders on May 25, 2006. At our annual meeting of stockholders held May 21, 2013, our stockholders approved an amendment to the 2006 Equity Plan to increase the number of shares issuable thereunder by 10.0 million, for an aggregate of 32.0 million shares issuable thereunder, and our stockholders also approved an amendment to our 1996 Employee Stock Purchase Plan to increase the number of shares issuable thereunder by 5.0 million, for an aggregate of 30.4 million shares issuable thereunder. At our annual meeting of stockholders held May 12, 2015, our stockholders approved an amendment to the 2006 Equity Plan to extend its term until May 12, 2025. At our annual meeting of stockholders held May 7, 2021, our stockholders approved an amendment to our 1996 Employee Stock Purchase Plan to increase the number of shares issuable thereunder by 3.0 million, for an aggregate of 33.4 million shares issuable thereunder. The following table presents information about these plans as of December 31, 2024 (share numbers in thousands): **Current (2026):** As of December 31, 2025, our stockholders have approved two equity compensations plans under which equity securities are authorized for issuance: our 1996 Employee Stock Purchase Plan (the "ESPP"), as discussed in Note S: "Stock-Based Compensation" in Notes to Consolidated Financial Statements, as well as our Equity and Cash Compensation Incentive Plan (the "Equity Plan"). The plans were initially approved by our stockholders on March 19, 1996 and May 12, 2006, respectively, and most recently approved as amended on May 7, 2021, and May 12, 2025, respectively. Under the ESPP and the Equity Plan, as amended, our stockholders have approved an aggregate of 33.4 million and 32.0 million shares, respectively, issuable thereunder. At our annual meeting of stockholders held May 9, 2025, our stockholders approved an amendment and restatement of the Equity Plan. The amendments, among other changes, renamed the plan to the "Equity and Cash Compensation Incentive Plan," eliminated the then-current term end date of May 12, 2025, and added a provision that incentive stock options may not be granted without shareholder approval following the ten-year anniversary of the Board's approval of the amended Equity Plan, which is March 24, 2035. The following table presents information about these plans as of December 31, 2025 (share numbers in thousands): --- ## Modified: Years Ended December 31, **Key changes:** - Reworded sentence: "2025 2024 Percentage of revenues: Revenues: Products 83.4 % 81.4 % Services 16.6 18.6 Total revenues 100.0 100.0 Cost of revenues: Cost of products 35.6 34.1 Cost of services 6.2 7.4 Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) 41.8 41.5 Gross profit 58.2 58.5 Operating expenses: Selling and administrative 20.3 21.9 Engineering and development 15.8 16.3 Acquired intangible assets amortization 0.5 0.7 Restructuring and other 1.2 0.6 Gain on sale of business - (2.0 ) Total operating expenses 37.8 37.4 Income from operations 20.4 21.1 Non-operating (income) expenses: Interest income (0.5 ) (0.9 ) Interest expense 0.2 0.1 Other (income) expense, net 0.2 0.2 Income before income taxes and equity in net earnings of affiliate 20.5 21.6 Income tax provision 2.5 2.1 Income before equity in net earnings of affiliate 18.0 19.5 Equity in net earnings of affiliate (0.6 ) (0.3 ) Net income 17.4 % 19.2 % 27 27 Table of Contents Table of Contents Table of Contents Revenues Revenues for our reportable segments were as follows: 2025 2024 DollarChange (in millions) Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers." **Prior (2025):** 2024 2023 Percentage of revenues: Revenues: Products 81.4 % 78.3 % Services 18.6 21.7 Total revenues 100.0 100.0 Cost of revenues: Cost of products 34.1 33.0 Cost of services 7.4 9.6 Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) 41.5 42.6 Gross profit 58.5 57.4 Operating expenses: Selling and administrative 21.9 21.6 Engineering and development 16.3 15.6 Acquired intangible assets amortization 0.7 0.7 Restructuring and other 0.6 0.8 Gain on sale of business (2.0 ) 0.0 Total operating expenses 37.4 38.7 Income from operations 21.1 18.7 Non-operating (income) expenses: Interest income (0.9 ) (1.0 ) Interest expense 0.1 0.1 Other (income) expense, net 0.2 (0.0 ) Income before income taxes and equity in net earnings of affiliate 21.6 19.6 Income tax provision 2.1 2.9 Income before equity in net earnings of affiliate 19.5 16.8 Equity in net earnings of affiliate (0.3 ) 0.0 Net income 19.2 % 16.8 % Revenues Revenues for our reportable segments were as follows: 2024 2023 **Current (2026):** 2025 2024 Percentage of revenues: Revenues: Products 83.4 % 81.4 % Services 16.6 18.6 Total revenues 100.0 100.0 Cost of revenues: Cost of products 35.6 34.1 Cost of services 6.2 7.4 Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) 41.8 41.5 Gross profit 58.2 58.5 Operating expenses: Selling and administrative 20.3 21.9 Engineering and development 15.8 16.3 Acquired intangible assets amortization 0.5 0.7 Restructuring and other 1.2 0.6 Gain on sale of business - (2.0 ) Total operating expenses 37.8 37.4 Income from operations 20.4 21.1 Non-operating (income) expenses: Interest income (0.5 ) (0.9 ) Interest expense 0.2 0.1 Other (income) expense, net 0.2 0.2 Income before income taxes and equity in net earnings of affiliate 20.5 21.6 Income tax provision 2.5 2.1 Income before equity in net earnings of affiliate 18.0 19.5 Equity in net earnings of affiliate (0.6 ) (0.3 ) Net income 17.4 % 19.2 % 27 27 Table of Contents Table of Contents Table of Contents Revenues Revenues for our reportable segments were as follows: 2025 2024 DollarChange (in millions) Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 DollarChange (in millions) Product revenues $ 2,660.2 $ 2,294.9 $ 365.3 Service revenues 529.8 524.9 4.9 $ 3,190.0 $ 2,819.9 $ 370.2 Our product revenues increased $365.3 million, or 15.9%, driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. Revenues Revenues for our reportable segments were as follows: 2025 2024 --- ## Modified: Automated Test Equipment Technology **Key changes:** - Reworded sentence: "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." - Reworded sentence: "Semiconductor Test Robotics Product Test Total System-on-a-chip Memory IST (in thousands) For the Year Ended December 31, 2025 Timing of Revenue Recognition Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 Geographical Market Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 For the Year Ended December 31, 2024 Timing of Revenue Recognition Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 266,955 $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 64,157 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 Geographical Market Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 113,263 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 174,084 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 43,765 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 For the Year Ended December 31, 2023 Timing of Revenue Recognition Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 282,558 $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 61,369 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 Geographical Market Asia Pacific $ 1,214,322 $ 366,151 $ 135,502 $ 73,736 $ 103,300 $ 1,893,011 Americas 117,728 11,367 3,050 $ 147,952 199,299 479,396 Europe, Middle East and Africa 100,571 8,497 - $ 153,495 41,328 303,891 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 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." - Reworded sentence: "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." **Prior (2025):** In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires Teradyne to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker ("CODM") on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. Additionally, we are required to disclose the title and position of the CODM. Teradyne retrospectively adopted and complied with this standard for the annual period ending December 31, 2024. Teradyne updated our segment disclosures to comply with the requirements. See Note U: "Segment, Geographic and Significant Customer Information." The adoption of this standard had no impact on Teradyne results of operations, cash flows or financial condition. In December 2023, the 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. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. Teradyne is currently evaluating the impact of this new standard. 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. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. Teradyne is currently evaluating the impact of this new standard. 51 51 51 Table of Contents Table of Contents Table of Contents D. REVENUE Disaggregation of Revenue The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. Semiconductor Test Robotics Reportable Segments All Other System-on-a-chip Memory IST CorporateandEliminations Total (in thousands) For the Year Ended December 31, 2024 (1) Timing of Revenue Recognition Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 2,147,530 $ 266,955 $ - $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 341,238 64,157 - $ 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 Geographical Market Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 2,014,435 $ 113,263 $ - $ 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 261,299 174,084 - $ 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 213,034 43,765 - $ 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 2,488,768 $ 331,112 $ - $ 2,819,880 For the Year Ended December 31, 2023 (1) Timing of Revenue Recognition Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 1,976,757 $ 282,558 $ - $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 355,614 61,369 - $ 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 2,332,371 $ 343,927 $ - $ 2,676,298 Geographical Market Asia Pacific $ 1,214,322 $ 366,151 $ 135,502 $ 73,736 $ 1,789,711 $ 103,300 $ - $ 1,893,011 Americas 117,728 11,367 3,050 $ 147,952 280,097 199,299 - $ 479,396 Europe, Middle East and Africa 100,571 8,497 - $ 153,495 262,563 41,328 - $ 303,891 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 2,332,371 $ 343,927 $ - $ 2,676,298 For the Year Ended December 31, 2022 (1) Timing of Revenue Recognition Point in Time $ 1,445,238 $ 344,693 $ 248,919 $ 391,326 $ 2,430,176 $ 342,195 $ 251 $ 2,772,622 Over Time 261,646 29,013 21,094 $ 11,812 323,565 58,858 - $ 382,423 Total $ 1,706,884 $ 373,706 $ 270,013 $ 403,138 $ 2,753,741 $ 401,053 $ 251 $ 3,155,045 Geographical Market Asia Pacific $ 1,514,964 $ 360,176 $ 266,729 $ 89,654 $ 2,231,523 $ 168,388 $ - $ 2,399,911 Americas 122,575 11,987 3,284 $ 147,416 285,262 190,106 251 $ 475,619 Europe, Middle East and Africa 69,345 1,543 - $ 166,068 236,956 42,559 - $ 279,515 Total $ 1,706,884 $ 373,706 $ 270,013 $ 403,138 $ 2,753,741 $ 401,053 $ 251 $ 3,155,045 (1)Includes $3.7 million, $5.2 million and $8.2 million in 2024, 2023 and 2022, respectively, for leases of Teradyne's systems recognized outside of ASC 606: "Revenue from Contracts with Customers." Contract Balances For the years ended December 31, 2024, 2023 and 2022, Teradyne recognized $72.7 million, $108.1 million and $112.4 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, 2024, Teradyne had $1,162.2 million of unsatisfied performance obligations. Teradyne expects to recognize 88% of the remaining performance obligation in the next 12 months and the remainder in 1-3 years. D. REVENUE **Current (2026):** 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. January 31, 2025 4.6 53 53 Table of Contents Table of Contents Table of Contents E. REVENUE Disaggregation of Revenue The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. Semiconductor Test Robotics Product Test Total System-on-a-chip Memory IST (in thousands) For the Year Ended December 31, 2025 Timing of Revenue Recognition Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 Geographical Market Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 For the Year Ended December 31, 2024 Timing of Revenue Recognition Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 266,955 $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 64,157 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 Geographical Market Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 113,263 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 174,084 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 43,765 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 For the Year Ended December 31, 2023 Timing of Revenue Recognition Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 282,558 $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 61,369 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 Geographical Market Asia Pacific $ 1,214,322 $ 366,151 $ 135,502 $ 73,736 $ 103,300 $ 1,893,011 Americas 117,728 11,367 3,050 $ 147,952 199,299 479,396 Europe, Middle East and Africa 100,571 8,497 - $ 153,495 41,328 303,891 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 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. E. REVENUE Disaggregation of Revenue The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines. Semiconductor Test Robotics Product Test Total System-on-a-chip Memory IST (in thousands) For the Year Ended December 31, 2025 Timing of Revenue Recognition Point in Time $ 1,604,419 $ 468,345 $ 108,852 $ 300,083 $ 282,252 $ 2,763,951 Over Time 285,266 36,558 20,304 $ 8,212 75,733 426,073 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 Geographical Market Asia Pacific $ 1,743,549 $ 497,714 $ 124,426 $ 59,883 $ 114,766 $ 2,540,338 Americas 85,200 4,957 4,730 $ 122,178 208,441 425,506 Europe, Middle East and Africa 60,936 2,232 - $ 126,234 34,778 224,180 Total $ 1,889,685 $ 504,903 $ 129,156 $ 308,295 $ 357,985 $ 3,190,024 For the Year Ended December 31, 2024 Timing of Revenue Recognition Point in Time $ 1,255,579 $ 472,279 $ 63,288 $ 356,384 $ 266,955 $ 2,414,485 Over Time 281,545 29,509 21,720 $ 8,464 64,157 405,395 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 Geographical Market Asia Pacific $ 1,400,149 $ 466,214 $ 78,719 $ 69,353 $ 113,263 2,127,698 Americas 92,386 15,017 6,289 $ 147,607 174,084 435,383 Europe, Middle East and Africa 44,589 20,557 - $ 147,888 43,765 256,799 Total $ 1,537,124 $ 501,788 $ 85,008 $ 364,848 $ 331,112 $ 2,819,880 For the Year Ended December 31, 2023 Timing of Revenue Recognition Point in Time $ 1,141,882 $ 356,417 $ 115,220 $ 363,238 $ 282,558 $ 2,259,315 Over Time 290,739 29,598 23,332 $ 11,945 61,369 416,983 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 Geographical Market Asia Pacific $ 1,214,322 $ 366,151 $ 135,502 $ 73,736 $ 103,300 $ 1,893,011 Americas 117,728 11,367 3,050 $ 147,952 199,299 479,396 Europe, Middle East and Africa 100,571 8,497 - $ 153,495 41,328 303,891 Total $ 1,432,621 $ 386,015 $ 138,552 $ 375,183 $ 343,927 $ 2,676,298 Contract Balances E. REVENUE --- ## Modified: Goodwill, Intangible and Long-Lived Assets **Key changes:** - Reworded sentence: "Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired." **Prior (2025):** We assess 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. We review intangible and 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. Goodwill impairment will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Impairment of intangible and long-lived assets would result in the asset being written down to its estimated fair value. The calculated fair value of a reporting unit or intangible or long-lived asset is dependent upon discounted cash flow ("DCF") models, discount rates, and market multiples. DCF models rely on our forecasted mid-term plans which are subjective based on customer or market conditions and can change materially. We utilize third party specialists when determining discount rates and selected market multiples. A change in any of these key assumptions could result in a reporting unit, intangible asset, or long-lived asset being impaired in a future period. **Current (2026):** Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Goodwill is assessed for impairment at the reporting unit level annually during the fourth quarter of each fiscal year, as of December 31, or more frequently if we believe indicators of impairment exist. Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill. For our annual impairment assessment, we have the option to evaluate qualitative factors such as industry and market conditions, and entity specific financial performance and events, including changes in management, strategy and key customers. If based on our qualitative assessment it is more likely than not that the fair value of the reporting unit is less than its carry amount, we are required to perform quantitative impairment testing. If necessary, an impairment loss is recognized in an amount equal to the excess of the reporting unit's carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. Intangible assets acquired through a business combination typically consist of developed technologies, customer relationships, and trademarks and trade names. Long-lived assets primarily consist of property and equipment and operating lease right-of-use assets. We engage third-party valuation specialists to assist us with the initial measurement of the fair value of acquired intangible assets. We evaluate the recoverability of intangible assets and long-lived assets whenever events and changes in circumstances, such as reductions in demand or significant economic slowdowns, indicate that the carrying amount of an asset may not be fully recoverable. When indicators of impairment are present, the future undiscounted cash flows of the related asset group are compared to its carrying value. If necessary, the net book value of the underlying asset is adjusted to fair value as indicated by the sum of the expected discounted cash flows. Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows. The impairment assessment of goodwill, intangible assets and long-lived assets involves critical estimates and assumptions, which may be unpredictable and inherently uncertain. These estimates and assumptions may include projected revenue growth rates, projected earnings before interest, taxes, depreciation, and amortization margins, discount rate, and comparable market multiples, specifically revenue multiples. Any changes in key assumptions could impact the result of the impairment assessment. --- ## Modified: (in millions) **Key changes:** - Reworded sentence: "Selling and administrative $ 648.9 $ 617.0 $ 31.8 Percent of total revenues 20.3 % 21.9 % The increase of $31.8 million in selling and administrative expenses was primarily due to higher spending in Semiconductor Test partially offset by lower spending in Robotics." **Prior (2025):** Semiconductor Test $ 2,123.9 $ 1,957.2 $ 166.7 Robotics 364.8 375.2 (10.4 ) All Other 331.1 343.9 (12.8 ) $ 2,819.9 $ 2,676.3 $ 143.5 The increase in Semiconductor Test revenues of $166.7 million, or 8.5%, was driven primarily by higher tester sales for computing, ADAS, and memory applications, partially offset by lower tester sales for legacy automotive applications. The decrease in Robotics revenues of $10.4 million, or 2.8%, was driven primarily by continued weakness in the Industrial Automation market and softer sales in Universal Robots. 27 27 27 Table of Contents Table of Contents Table of Contents Our reportable segments accounted for the following percentages of consolidated revenues: 2024 2023 Semiconductor Test 75 % 73 % Robotics 13 14 All Other 12 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2024 2023 Korea 25 % 15 % Taiwan 21 14 United States 13 16 China 13 12 Europe 9 10 Japan 6 11 Singapore 3 4 Philippines 2 7 Thailand 2 3 Malaysia 2 3 Rest of the World 4 5 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2024 2023 **Current (2026):** Semiconductor Test $ 2,523.7 $ 2,123.9 $ 399.8 Product Test 358.0 331.1 26.9 Robotics 308.3 364.8 (56.5 ) $ 3,190.0 $ 2,819.9 $ 370.1 The increase in Semiconductor Test revenues of $399.8 million, or 18.8%, was driven primarily by higher sales in compute related to artificial intelligence applications and in Integrated System Test primarily related to system level testers. The decrease in Robotics revenues of $56.5 million, or 15.5%, was primarily due to lower sales of collaborative robotic arms and autonomous mobile robots. The increase in Product Test revenues of $26.9 million, or 8.1%, was primarily due to higher sales of defense and aerospace testing systems. Our reportable segments accounted for the following percentages of consolidated revenues: 2025 2024 Semiconductor Test 79 % 75 % Product Test 11 12 Robotics 10 13 100 % 100 % Revenues by country as a percentage of total revenues were as follows (1): 2025 2024 Taiwan 36 % 21 % China 14 13 Korea 14 25 United States 11 13 Europe 7 9 Malaysia 3 2 Singapore 3 3 Philippines 3 2 Thailand 2 2 Japan 2 6 Rest of the World 4 4 100 % 100 % (1)Revenues attributable to a country are based on the location of the customer site. Revenues attributable to a country are based on the location of the customer site. The breakout of product and service revenues was as follows: 2025 2024 --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*