TER: Executive subject to 12-month non-compete; bonus due early 2026

Rhea-AI Filing Summary

Teradyne, Inc. disclosed terms related to an executive separation and upcoming filings. The executive will remain subject to non-compete, non-solicitation and non-disparagement covenants for 12 months following his last day of employment, provided he complies with those restrictions. He is also eligible for a pro-rated 2025 annual cash bonus based on actual performance, which the company expects to pay in early 2026. The company references a Form 10-Q for the quarter ended September 28, 2025, and the document is signed by Ryan E. Driscoll, V.P., General Counsel and Secretary.

Positive

• Pro-rated 2025 cash bonus will be paid (expected in early 2026) based on actual performance
• Clear post-employment restrictions (non-compete, non-solicitation, non-disparagement) that protect company interests

Negative

• Bonus payment is conditional on the company’s assessment of actual performance, creating payment uncertainty
• 12-month restrictive covenants may lead to legal interpretation or enforcement risk if contested

Insights

Compensation & Governance Analyst

Separation includes standard restrictive covenants and a pro-rated bonus paid in early 2026.

The agreement ties post-employment payment to continued compliance with non-compete, non-solicitation and non-disparagement clauses for 12 months, which is a common governance mechanism to protect intellectual property and customer relationships after an executive departure. The pro-rated bonus is conditional on actual performance and is expected as a cash payment in early 2026.

Risks and dependencies include enforcement of the restrictive covenants and the company’s determination of bonus-eligible performance, which affect the timing and certainty of the payment. Monitor the referenced Form 10-Q for the quarter ended September 28, 2025 for any additional disclosure on severance costs or related charges.

TERADYNE, INC false 0000097210 0000097210 2025-08-29 2025-08-29

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): August 29, 2025

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts		001-06462		04-2272148
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

600 Riverpark Drive, North Reading, MA		01864
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (978) 370-2700

(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(s)		Name of each exchange on which registered
Common Stock, par value $0.125 per share		TER		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2025, Ujjwal Kumar’s tenure as Teradyne, Inc.’s (the “Company”) President of Teradyne Robotics ended. Mr. Kumar will remain employed with the Company through September 30, 2025 to transition his responsibilities. In order to obtain a release of claims from Mr. Kumar and to receive the benefit of certain restrictive covenants, the Company and Mr. Kumar entered into a separation and release of claims agreement (the “Separation Agreement”), pursuant to which he will receive cash severance in the amount of $1,130,000, which is equal to 12 months of his base salary and bonus paid at targets, in two installments: 50% upon executing the Separation Agreement and allowing the release of claims to become effective and irrevocable and 50% upon the 12-month anniversary of his last day of employment, assuming continued compliance with the restrictive covenants, which include non-compete, non-solicitation and non-disparagement requirements. Mr. Kumar will also receive his pro-rated annual cash bonus for 2025, based on actual performance, which is expected to be paid in early 2026.

The foregoing is a summary of the terms of the Separation Agreement and does not purport to summarize or include all terms relating to the transactions contemplated by the Separation Agreement. The foregoing summary is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025.

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.

				TERADYNE, INC.
Dated: September 2, 2025				By:		/s/ Ryan E. Driscoll
				Name:		Ryan E. Driscoll
				Title:		V.P., General Counsel and Secretary

FAQ

What post-employment restrictions did Teradyne (TER) disclose?

The executive is subject to non-compete, non-solicitation and non-disparagement covenants for 12 months after the last day of employment, conditioned on continued compliance.

Will the departing executive receive a 2025 bonus from Teradyne (TER)?

Yes. The executive will receive a pro-rated 2025 annual cash bonus based on actual performance, expected to be paid in early 2026.

When should investors look for more details about this separation for TER?

Investors should review the referenced Form 10-Q for the quarter ended September 28, 2025 for any expanded disclosure on severance costs or related items.

Who signed the Teradyne filing?

The document is signed by Ryan E. Driscoll, V.P., General Counsel and Secretary.