Teradata (NYSE: TDC) CRO awarded stock; shares withheld to cover taxes

Rhea-AI Filing Summary

Teradata Corporation’s Chief Revenue Officer, Richard J. Petley, reported equity compensation and related tax withholding transactions in company common stock. On February 11, 2026, he acquired 22,059 and 37,846 shares of common stock at $0 per share as performance-based restricted share unit awards tied to the company’s achievement of specified performance goals.

On the same date, the company withheld 10,589 shares and 6,056 shares of common stock at a price of $37.88 per share to cover tax obligations upon vesting of performance-based restricted share units. After these non-market transactions, Petley directly beneficially owned 187,075 shares of Teradata common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Petley Richard J

(Last) (First) (Middle)

C/O TERADATA CORPORATION

17095 VIA DEL CAMPO

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERADATA CORP /DE/ [ TDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A		22,059(1)	A	$0	165,874	D
Common Stock	02/11/2026		F		10,589(2)	D	$37.88	155,285	D
Common Stock	02/11/2026		A		37,846(1)	A	$0	193,131	D
Common Stock	02/11/2026		F		6,056(2)	D	$37.88	187,075	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Acquisition of performance-based restricted share unit award based on the attainment of certain performance goals by the issuer.

2. Shares withheld by the company to satisfy tax obligation upon vesting of performance-based restricted share units.

Remarks:

	/s/ Juliet C. Shadoan, Attorney-in-fact for Richard J. Petley	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Teradata (TDC) Chief Revenue Officer Richard J. Petley report?

Richard J. Petley reported equity compensation and tax-withholding transactions. He acquired 22,059 and 37,846 Teradata common shares as performance-based restricted share unit awards, and the company withheld 10,589 and 6,056 shares to satisfy associated tax obligations on February 11, 2026.

How many Teradata (TDC) shares does Richard J. Petley own after the reported Form 4?

After the reported transactions, Richard J. Petley directly beneficially owned 187,075 shares of Teradata common stock. This figure reflects both the performance-based share awards he received and the shares withheld by the company to cover related tax liabilities on February 11, 2026.

Were Richard J. Petley’s Teradata (TDC) transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. Petley received Teradata common shares as performance-based restricted share unit awards at $0, and shares were disposed of only through company withholding at $37.88 per share to satisfy tax obligations on vesting.

What do the performance-based restricted share unit awards mean for Teradata (TDC) CRO compensation?

The awards show part of Petley’s compensation is tied to performance. He received 22,059 and 37,846 Teradata common shares as performance-based restricted share units, granted upon attainment of specified performance goals, aligning a portion of his pay with company results.

Why did Teradata (TDC) withhold shares from Richard J. Petley in the Form 4 filing?

Teradata withheld shares to cover tax obligations on vested performance-based restricted share units. Specifically, 10,589 and 6,056 common shares were used at $37.88 per share to satisfy these taxes, a common practice in equity compensation rather than requiring separate cash payments.