Lynrock Lake, Teradata (NYSE: TDC) sign board refresh cooperation deal

Rhea-AI Filing Summary

Lynrock Lake and related reporting persons report a significant ownership position in Teradata, holding 9,354,676 shares of common stock, or 10.0% of the outstanding shares. The aggregate purchase price for these shares was about $252,936,626, funded from Lynrock Lake Master Fund LP’s working capital.

On February 10, 2026, Lynrock Lake and Teradata entered into a Cooperation Agreement. Teradata agreed to expand its board from nine to ten directors and appoint Melissa Fisher as a Class I director, subject to customary reviews, and to nominate her at the 2026 annual meeting. The company also agreed to add a second new Class II director by August 1, 2026, not to renominate one current Class I and one Class II director at upcoming meetings, and to keep board size within specified limits through the 2027 annual meeting. Both sides agreed to customary voting, standstill, and non-disparagement commitments for the term of the agreement.

Insights

Corporate governance analyst

Lynrock Lake discloses a 10% Teradata stake and a board refresh deal with defined director changes and standstill terms.

Lynrock Lake reports beneficial ownership of 9,354,676 Teradata common shares, representing 10.0% of outstanding stock, acquired for approximately $252,936,626 through its master fund. Control of voting and investment decisions flows through the investment manager and its general partner, overseen by Cynthia Paul.

The Cooperation Agreement dated February 10, 2026 commits Teradata to expand its board, appoint Melissa Fisher as a Class I director, and later add a second Class II director while phasing out two incumbents. Board size is capped at specified levels through the 2027 annual meeting.

In exchange, the stockholder parties agree to customary voting, standstill, and non-disparagement provisions for a period tied to advance notice deadlines for the 2027 annual meeting. The overall impact will depend on future board decisions and any strategic changes those new directors help shape.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TERADATA CORP /DE/

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

88076W103

(CUSIP Number)

Cynthia Paul
Lynrock Lake LP, 2 International Drive, Suite 130
Rye Brook, NY, 10573
914-449-4660

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 88076W103

1

Name of reporting person

Lynrock Lake LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,354,676.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,354,676.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,354,676.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 88076W103

1

Name of reporting person

LYNROCK LAKE PARTNERS LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,354,676.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,354,676.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,354,676.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. 88076W103

1

Name of reporting person

Paul Cynthia

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,354,676.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,354,676.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,354,676.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: TERADATA CORP /DE/
(c)	Address of Issuer's Principal Executive Offices: 17095 VIA DEL CAMPO, SAN DIEGO, CALIFORNIA , 92127.
Item 1 Comment: The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on March 21, 2025 (as amended, the "Schedule 13D"). This Amendment No. 1 amends and supplements the Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The source of the capital to purchase securities of the Issuer was Lynrock Fund's working capital, consisting of contributions from its general and limited partners (and which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 9,354,676 shares of Common Stock reported herein is approximately $252,936,626, excluding brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On February 10, 2026, Lynrock Fund and the Reporting Persons (collectively, the "Stockholder Parties") entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer has agreed, as soon as reasonably practicable and by no later than March 1, 2026, to (i) increase the size of 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 Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). The appointment of the First New Director is subject to the successful completion of her independence and eligibility review and onboarding process, as provided in the Cooperation Agreement, including, among other things, receiving a recommendation from the Nominating and Governance Committee (the "Nominating Committee") and approval from the Board (each of which not to be unreasonably withheld). During the term of the Cooperation Agreement, subject to the Stockholder Parties maintaining a certain beneficial ownership threshold, the Stockholder Parties will have certain replacement rights with respect to the First New Director, as provided in the Cooperation Agreement. The Issuer has further agreed to (i) appoint the First New Director to the Nominating Committee, concurrent with her appointment to the Board, and (ii) nominate and recommend the First New Director for election to the Board at the 2026 Annual Meeting. Pursuant to the terms of the Cooperation Agreement, the Issuer has further agreed that promptly following the 2026 Annual Meeting and in any event by no later than August 1, 2026, the Board will appoint one additional director to the Board as a Class II director (the "Second New Director") with a term expiring at the Issuer'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. Under the terms of the Cooperation Agreement, the Board has further 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. Pursuant to the terms of the Cooperation Agreement, the Issuer has agreed that (i) following the appointment of the First New Director through the conclusion of the 2026 Annual Meeting, the size of the Board shall not be greater than ten (10) members, (ii) from the conclusion of the 2026 Annual Meeting until the appointment of the Second New Director, the size of the Board shall not be greater than nine (9) members, and (iii) from the appointment of the Second New Director until the conclusion of the 2027 Annual Meeting, the size of the Board shall not be greater than ten (10) members. The Issuer has further agreed that immediately following the 2027 Annual Meeting, the size of the Board shall not be greater than nine (9) members. During the term of the Cooperation Agreement, the Stockholder Parties have agreed to certain customary voting commitments and standstill provisions, subject to certain limited exceptions, as provided in the Cooperation Agreement. During the term of the Cooperation Agreement, the Issuer and the Stockholder Parties have also agreed to certain customary non-disparagement provisions. 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 attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 93.2 million shares of the Issuer's Common Stock outstanding as of October 24, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025. The Reporting Persons' ownership of the Issuer's securities consists of 9,354,676 shares of Common Stock held directly by Lynrock Lake Master Fund LP ("Lynrock Fund"). The Investment Manager is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of the General Partner, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On February 10, 2026, the Stockholder Parties and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached hereto as Exhibit 99.1.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 1 - Transactions in Securities. 99.1 - Cooperation Agreement, dated February 10, 2026 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on February 11, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lynrock Lake LP

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul, Sole Member of Lynrock Lake Partners LLC, its General Partner
Date:	02/12/2026

LYNROCK LAKE PARTNERS LLC

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul, Sole Member
Date:	02/12/2026

Paul Cynthia

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul
Date:	02/12/2026

FAQ

How many Teradata (TDC) shares does Lynrock Lake beneficially own?

Lynrock Lake reports beneficial ownership of 9,354,676 Teradata common shares, representing 10.0% of the company. This ownership is held directly by Lynrock Lake Master Fund LP, with voting and investment power delegated through its investment manager structure.

What agreement did Lynrock Lake reach with Teradata (TDC) on February 10, 2026?

On February 10, 2026, Lynrock Lake and Teradata entered into a Cooperation Agreement. It addresses board appointments, board size limits, director succession across the 2026 and 2027 annual meetings, and includes customary voting, standstill, and non-disparagement commitments for the agreement’s term.

How will Teradata’s (TDC) board change under the Cooperation Agreement?

Teradata agreed to expand its board from nine to ten directors, appoint Melissa Fisher as a Class I director, and add a second Class II director. One current Class I and one Class II director will not be renominated at the 2026 and 2027 annual meetings, respectively.

What is the purchase price of Lynrock Lake’s Teradata (TDC) stake?

The aggregate purchase price for the 9,354,676 Teradata common shares reported by Lynrock Lake is approximately $252,936,626, excluding brokerage commissions. The capital came from Lynrock Lake Master Fund LP’s working capital, funded by its partners and potential margin loans.

How long does the Lynrock Lake–Teradata (TDC) Cooperation Agreement remain in effect?

The Cooperation Agreement remains effective until the earlier of 30 days before the first day of the advance notice period for stockholder nominations for the 2027 annual meeting, or 150 days before the one-year anniversary of the 2026 annual meeting.

What ownership percentage in Teradata (TDC) underlies Lynrock Lake’s 13D/A filing?

Lynrock Lake’s Schedule 13D/A reflects beneficial ownership of 10.0% of Teradata’s common stock. This percentage is based on 93.2 million Teradata shares outstanding as of October 24, 2025, as reported in the company’s Form 10-Q filed November 5, 2025.