Lynrock Lake pact shapes Teradata (NYSE: TDC) board refresh

Rhea-AI Filing Summary

Teradata Corporation entered into a Cooperation Agreement with Lynrock Lake entities and Cynthia Paul that reshapes its board and formalizes a temporary governance truce. Teradata will expand its board from nine to ten directors and expects to appoint Melissa Fisher as a Class I director by March 1, 2026, following completion of independence and onboarding reviews.

Fisher is to serve on the Nominating and Governance Committee and be nominated for election at the 2026 annual meeting. The board also plans to add another Class II director by August 1, 2026, while one current Class I and one current Class II director will not stand for re-election at the 2026 and 2027 meetings, respectively.

In return, Lynrock Lake agrees to vote its shares with the board’s recommendations, observe standstill and non‑disparagement provisions, and support the company’s 2026 director slate. Teradata will reimburse up to $100,000 of Lynrock Lake’s documented expenses. The company plans to file a detailed proxy statement for the 2026 annual meeting.

TERADATA CORP /DE/0000816761false00008167612026-02-102026-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 10, 2026

TERADATA CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 001-33458

 

Delaware						75-3236470
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

17095 Via Del Campo

San Diego, California 92127

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (866) 548-8348

N/A

(Former name or former address, if changed since last report)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.01 par value			TDC			New York Stock Exchange

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

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 10, 2026 (the “Effective Date”), Teradata Corporation, a Delaware corporation (the “Company”), entered into a Cooperation Agreement (the “Cooperation Agreement”) with Lynrock Lake Partners LLC, Lynrock Lake LP, Lynrock Lake Master Fund LP and Cynthia Paul (collectively, the “Stockholder Parties”).

Pursuant to the Cooperation Agreement, the Company has agreed to (i) increase the size of the Company’s board of directors (the “Board”) from nine to ten directors, and (ii) appoint Melissa Fisher (the “First New Director”) to the Board as a Class I director with an initial term expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”) by no later than March 1, 2026, with such appointment conditioned upon the successful completion of her independence and eligibility review and onboarding process, as provided in the Cooperation Agreement, including, among other things, the Nominating and Governance Committee (the “Nominating Committee”) recommending her appointment to the Board (not to be unreasonably withheld) and the Board approving her appointment (not to be unreasonably withheld). During the term of the Cooperation Agreement, if the Stockholder Parties maintain a certain minimum beneficial ownership amount of the Company’s common stock, $0.01 par value per share (the “Common Stock”), the Stockholder Parties will have certain replacement rights with respect to the First New Director, as provided in the Cooperation Agreement.

The Company has agreed to (i) appoint the First New Director to the Nominating Committee, concurrent with her appointment to the Board, and (ii) nominate and recommend her for election to the Board at the 2026 Annual Meeting. The Cooperation Agreement further provides that, promptly following the 2026 Annual Meeting and in any event by no later than August 1, 2026, the Board will appoint, in its sole discretion, one additional director to the Board as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), after giving due consideration to the Stockholder Parties’ feedback regarding the desired profile of candidates and on candidates the Board evaluates for such appointment.

Pursuant to the Cooperation Agreement, the Board has agreed that one current Class I director will not be nominated for re-election at the 2026 Annual Meeting, and one current Class II director will not be nominated for re-election at the 2027 Annual Meeting.

During the term of the Cooperation Agreement, the Stockholder Parties have agreed to vote all shares of Common Stock beneficially owned by them in accordance with the Board’s recommendations, subject to certain exceptions. The Stockholder Parties have also agreed to certain customary standstill provisions, prohibiting each Stockholder Party from, among other things, (i) making certain public announcements or proposals regarding transactions involving the Company; (ii) soliciting proxies or written consents; (iii) advising or knowingly encouraging any person with respect to the voting or disposition of any Company securities, other than in a manner consistent with the Board’s recommendations; and (iv) taking actions to change or influence the Board, management or the direction of certain Company matters. During the term of the Cooperation Agreement, the Company and the Stockholder Parties have also agreed to certain customary non-disparagement provisions.

The Company has agreed to reimburse the Stockholder Parties for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, execution and effectuation of the Cooperation Agreement, provided that any such reimbursement by the Company to the Stockholder Parties shall not exceed $100,000 in the aggregate. The Cooperation Agreement will remain in effect until the earlier of (i) 30 days prior to the first day of the advance notice period for the submission of stockholder nominations for consideration at the 2027 Annual Meeting and (ii) 150 days prior to the one-year anniversary of the 2026 Annual Meeting.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 10, 2026, the Company issued a press release announcing, among other things, its entry into the Cooperation Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The content of any URLs referenced in the press release is not incorporated into this Current Report on Form 8-K or any other filings with the U.S. Securities and Exchange Commission (the “SEC”).

Important Additional Information and Where to Find It

The Company intends to file with the SEC a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for the 2026 Annual Meeting. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE VOTED ON AT THE 2026 ANNUAL MEETING. Stockholders will be able to obtain free copies of these documents, and other documents filed with the SEC by the Company, through the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain free copies of these documents from the Company by going to the Company’s Investor Relations page on its website at investor.teradata.com.

Certain Information Regarding Participants in the Solicitation

For participant information, see the Company’s soliciting material filed as “DEFA14A” with the SEC on February 10, 2026, and available here.

Item 9.01        Financial Statements and Exhibits.

(d)    Exhibits:

The following exhibits are attached with this current report on Form 8-K:

Exhibit No.						Description
10.1						Cooperation Agreement, dated February 10, 2026, by and among Teradata Corporation, Lynrock Lake Partners LLC, Lynrock Lake LP, Lynrock Lake Master Fund LP and Cynthia Paul.
99.1						Press Release, dated February 10, 2026.
104						Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TERADATA CORPORATION

Date: February 11, 2026

By:

/s/ Steve McMillian

Steve McMillan

President and Chief Executive Officer

Exhibit 99.1

INVESTOR CONTACT Chad Bennett chad.bennett@teradata.com MEDIA CONTACT Jennifer Donahue jennifer.donahue@teradata.com

Teradata Advances Board Refreshment Program

Expects to Appoint Melissa Fisher to the Board

Enters into Cooperation Agreement with Lynrock Lake

SAN DIEGO, CA – February 10, 2026 – Teradata Corporation (NYSE: TDC) (“Teradata” or the “Company”) today announced the following changes to its Board of Directors (the “Board”) as part of the Board’s ongoing refreshment program and in connection with a cooperation agreement (the “Agreement”) with Lynrock Lake LP and certain related parties (“Lynrock Lake”):

•The Board expects to appoint Melissa Fisher to the Board as a Class I director no later than March 1, 2026, following the completion of customary onboarding procedures. Ms. Fisher is expected to be nominated for election at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) with a term expiring at the 2029 Annual Meeting of Stockholders.

•The Board has an active search process underway to identify an additional independent director to join the Board following the 2026 Annual Meeting and will work with Lynrock Lake to select candidates for consideration.

•As part of the Board’s phased refreshment plan, one Class I director will retire and not stand for re‑election at the 2026 Annual Meeting, and one Class II director will retire and not stand for re‑election at the 2027 Annual Meeting of Stockholders.

Mike Gianoni, Chairman of the Board, said, “As part of our ongoing efforts to add new perspectives to the Board, we are pleased to welcome Melissa, whose experience within our sector and financial acumen will be additive to the initiatives already in progress. Continued Board refreshment is key to Teradata’s long-term growth and value creation objectives and the changes announced today underscore this commitment.”

Cynthia Paul, Chief Investment Officer and Chief Executive Officer of Lynrock Lake LP, commented, “We are pleased to have reached this collaborative outcome with Teradata. We firmly believe in the long-term value potential of Teradata and look forward to Melissa’s contributions and further Board refreshment to advance the Company’s strategic initiatives and enhance value for all shareholders.”

Pursuant to the Agreement, Lynrock Lake has agreed to support the Board’s full slate of directors at the 2026 Annual Meeting and also agreed to certain customary standstill, mutual non-disparagement, voting and other provisions. The Company will file the Agreement with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.

Advisors

Foros is serving as financial advisor, Sullivan & Cromwell LLP is serving as legal counsel and Collected Strategies is serving as strategic communications advisor to Teradata. Olshan Frome Wolosky LLP is serving as legal counsel to Lynrock Lake.

About Melissa Fisher

Ms. Fisher is a seasoned finance and technology executive. She previously served as Chief Financial Officer of Outreach.io, the AI Revenue Workflow Platform, and Qualys, a publicly-traded cloud-based security solutions provider. She has also held senior finance roles at Zynga and Digital River. Prior to that, Ms. Fisher spent over a decade as an investment banker at firms including, Goldman Sachs and BofA Securities (formerly Banc of America Securities). She previously served on the Board of Directors at Model N, Inc., Image Sensing Systems and Digital Generation. Ms. Fisher holds a Bachelor of Arts degree from Harvard University and a Master of Business Administration from Harvard Business School.

About Teradata

Teradata is the AI platform built for the autonomous era. Our AI + Knowledge Platform and multifaceted AI Services help enterprises deploy solutions with deep domain expertise and full enterprise context. Wherever data resides—cloud, on-prem, or hybrid—Teradata connects and scales to deliver the performance AI needs. Learn more at Teradata.com.

The Teradata logo is a trademark, and Teradata is a registered trademark of Teradata Corporation and/or its affiliates in the U.S. and worldwide.

Note to Investors

This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally relate to opinions, beliefs, and projections of expected future financial and operating performance, business trends, liquidity, and market conditions, among other things. These forward-looking statements are based upon current expectations and assumptions and often can be identified by words such as “expect,” “strive,” “looking ahead,” “outlook,” “guidance,” “forecast,” “anticipate,” “continue,” “plan,” “estimate,” “believe,” “focus,” “see,” “commit,” “should,” “project,” “will,” “would,” “likely,” “intend,” “potential,” or similar expressions. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are based upon current expectations and assumptions and involve risks and uncertainties that could cause the Company’s actual results to differ materially including those relating to: the global economic environment and business conditions in general, including inflation, tariffs, and/or recessionary conditions; the ability of our suppliers to meet their commitments to us; the timing of purchases, migrations, or expansions by our current and potential customers, including our ability to retain customers; the rapidly changing and intensely competitive nature of the information technology industry, the data analytics business, and artificial intelligence capabilities; fluctuations in our operating, capital allocation, and cash flow results; our ability to execute and realize the anticipated benefits of our refreshed brand, business transformation program or restructuring, sales and operational execution initiatives, and cost saving initiatives, including restructuring actions; risks inherent in operating in foreign countries, including sanctions, tariffs, foreign currency fluctuations, and/or acts of war; risks associated with data privacy, cyberattacks and maintaining secure and effective products for our customers, as well as, internal information technology and control systems; the timely and successful development, production or acquisition, availability and/or market acceptance of new and existing products, product features and services, including for artificial intelligence; tax rates; turnover of our workforce and the ability to attract and retain skilled employees; protecting our intellectual property; availability and successful execution of new alliance and acquisition opportunities; subscription arrangements that may be cancelled or fail to be renewed; the impact on our business and financial reporting from the implementation of a new ERP system and changes in accounting rules; and other factors described from time to time in our filings with the SEC, including our most recent annual report on Form 10-K, and subsequent quarterly reports on Forms 10-Q and current reports on Forms 8-K, as well as our annual report to stockholders. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Important Additional Information and Where to Find It

The Company intends to file with the SEC a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for the 2026 Annual Meeting. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE VOTED ON AT THE 2026 ANNUAL MEETING. Stockholders will be able to obtain free copies of these documents, and other documents filed with the SEC by the Company, through the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain free copies of these documents from the Company by going to the Company’s Investor Relations page on its website at investor.teradata.com.

Certain Information Regarding Participants in the Solicitation

The Company, its directors, and certain of its executive officers (as set forth below) are deemed to be “participants” (as defined in Section 14(a) of the Exchange Act) in the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the 2026 Annual Meeting. Information about the compensation of our named executive officers and our non-employee directors is set forth in the sections titled “Director Compensation,” “Compensation and People Committee Report on Executive Compensation,” “Compensation Discussion and Analysis” and “Compensation Tables” commencing on page 36 in the Company’s definitive proxy statement on Schedule 14A for its 2025 annual meeting of stockholders, filed with the SEC on March 27, 2025 (the “2025 Definitive Proxy”) (available here). Information regarding the participants’ direct or indirect interests, by security holdings or otherwise, including the holdings of the Company’s securities, can be found in the section titled “Stock Ownership” in the 2025 Definitive Proxy commencing on page 34 (available here), and as updated in the filings referenced in the table below. Supplemental information regarding the holdings of the Company’s securities can be found in the SEC filings on Forms 3 and 4, and as referenced in the table below, and such filings are available on the Company’s website at investor.teradata.com or through the SEC’s website at www.sec.gov. Updated information regarding the identity of the participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Definitive Proxy Statement and other materials to be filed with the SEC in connection with the 2026 Annual Meeting.

Directors and Named Executive Officers

Name

Ownership(1)

Date of Filing

Filing Type

Hyperlink

Lisa R. Bacus

75,104

05/19/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000145/xslF345X05/wk-form4_1747687437.xml

Timothy C.K. Chou

36,077(2)

05/27/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000164/xslF345X05/wk-form4_1748376804.xml

Daniel R. Fishback

67,522(3)

05/19/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000147/xslF345X05/wk-form4_1747687459.xml

Michael P. Gianoni (Chairman)

56,523

05/19/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000148/xslF345X05/wk-form4_1747687470.xml

Todd E. McElhatton

32,875

05/19/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000146/xslF345X05/wk-form4_1747687448.xml

Kimberly K. Nelson

53,185(4)

05/19/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000149/xslF345X05/wk-form4_1747687480.xml

Joanne B. Olsen

60,211(5)

05/19/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000144/xslF345X05/wk-form4_1747687425.xml

John G. Schwarz

101,779(6)

05/19/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000142/xslF345X05/wk-form4_1747687403.xml

John Ederer (Chief Financial Officer)

267,195

11/18/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000184003925000009/xslF345X05/wk-form4_1763508723.xml

Scot F. Rogers (Chief Administrative Officer)

159,622

06/17/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000172/xslF345X05/wk-form4_1750192480.xml

Stephen McMillan (President and Chief Executive Officer)

559,125

03/10/2025

Form 4

https://www.sec.gov/Archives/edgar/data/816761/000081676125000075/xslF345X05/wk-form4_1741638545.xml

(1)Includes all awarded restricted share units whether vested or unvested.

(2)Includes 36,077 restricted share units, of which 5,745 restricted share units are unvested, receipt of which has been deferred until five years after the grant date.

(3)Includes 37,102 restricted share units receipt of which has been deferred until after termination of his service as a director.

(4)Includes 19,163 restricted share units receipt of which has been deferred until after termination of her service as a director.

(5)Includes 46,990 restricted share units, of which 5,745 restricted share units are unvested, receipt of which has been deferred until after termination of her service as a director in five equal annual installments, beginning on the next following April 30 after termination as a director.

(6)Includes 100,058 restricted share units, of which 5,745 restricted share units are unvested, receipt of which has been deferred until after termination of his service as a director.

FAQ

What is the main purpose of Teradata (TDC) entering the Cooperation Agreement with Lynrock Lake?

The agreement sets board changes and voting commitments to stabilize governance. Teradata expands its board, adds Melissa Fisher as a director, and plans another new director, while Lynrock Lake accepts standstill, voting, and non-disparagement terms in exchange for input and defined replacement rights.

How will Teradata’s board composition change under the Lynrock Lake agreement?

Teradata will increase its board from nine to ten directors and expects to appoint Melissa Fisher as a Class I director by March 1, 2026. One Class I director will not stand for re-election in 2026 and one Class II director will not stand in 2027.

What role will Melissa Fisher have on Teradata’s board if appointed?

Melissa Fisher is expected to join as a Class I director with an initial term ending at the 2026 annual meeting. She will also serve on the Nominating and Governance Committee and be nominated for election at that meeting for a further term.

What commitments does Lynrock Lake make regarding Teradata’s 2026 Annual Meeting?

Lynrock Lake agrees to support Teradata’s full slate of directors at the 2026 Annual Meeting and to vote its shares in line with the board’s recommendations, subject to limited exceptions. It also accepts customary standstill and mutual non-disparagement obligations during the agreement’s term.

How long will the Cooperation Agreement between Teradata and Lynrock Lake remain in effect?

The agreement lasts until the earlier of 30 days before the advance notice window for the 2027 annual meeting or 150 days before the one-year anniversary of the 2026 annual meeting. After that point, its standstill and voting commitments expire.

What expenses will Teradata reimburse to Lynrock Lake under the agreement?

Teradata will reimburse Lynrock Lake and related parties for reasonable, documented out-of-pocket expenses tied to negotiating and implementing the Cooperation Agreement. This reimbursement is capped at an aggregate maximum of $100,000, limiting the company’s direct cost exposure from the settlement.

What additional disclosures does Teradata plan in connection with the 2026 Annual Meeting?

Teradata plans to file a definitive proxy statement on Schedule 14A and a proxy card for the 2026 Annual Meeting. These materials will describe matters up for vote and participant information, and will be available without charge through the SEC’s website and Teradata’s investor relations page.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 47.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 191.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB