TER insider sale: Mercedes Johnson disposes 625 shares per 10b5-1 plan

Rhea-AI Filing Summary

Mercedes Johnson, a director of Teradyne, Inc. (TER), reported a sale of company stock under a pre-established trading plan. The Form 4 shows a transaction on 09/05/2025 in which 625 shares of Teradyne common stock were sold at a price of $120.06 per share. After the sale, the reporting person directly beneficially owned 10,738 shares and indirectly beneficially owned 1,876 shares held by a trust for which she is trustee and sole beneficiary.

The filing notes the sale was made pursuant to a 10b5-1 plan adopted on February 3, 2025. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/09/2025.

Positive

• Sale executed under a documented 10b5-1 plan adopted 02/03/2025, which supports compliance with insider trading rules
• Full disclosure of direct and indirect holdings, including trust ownership and quantities after the transaction
• Form 4 was timely signed and filed (signed by attorney-in-fact on 09/09/2025)

Negative

• Reporting person sold 625 shares, reducing direct beneficial ownership
• Transaction may be perceived as insider selling by some investors despite being under a 10b5-1 plan

Insights

Securities Analyst

TL;DR: Director sold a small block under a Rule 10b5-1 plan; ownership remains concentrated via direct and trust holdings.

The reported sale of 625 shares at $120.06 appears to be an execution under an existing 10b5-1 plan, which provides an affirmative defense to insider trading claims when properly adopted and operated. The director retains 10,738 shares directly and 1,876 shares indirectly through a trust, so the transaction reduced but did not eliminate her stake. This is a routine disclosure; there is no indication of unusual timing or departure from the plan in the filing itself.

Corporate Governance Expert

TL;DR: Governance process followed: sale executed under documented plan and disclosed via Form 4.

The filing documents compliance with required reporting and indicates use of a documented trading plan adopted on 02/03/2025. The trust ownership disclosure clarifies indirect beneficial ownership, which supports transparency around potential conflicts. The signature by an attorney-in-fact is properly noted. From a governance perspective, this filing reflects standard insider disclosure practices rather than a material corporate event.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

JOHNSON MERCEDES

(Last) (First) (Middle)

C/O TERADYNE, INC.

600 RIVERPARK DRIVE

(Street)

NORTH READING MA 01864

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TERADYNE, INC [ TER ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S(1)		625	D	$120.06	10,738	D
Common Stock								1,876	I	By Trust(2)

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. The shares were sold pursuant to a sales plan adopted by the Reporting Person on February 3, 2025 and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

2. Shares held by The Mercedes Johnson Trust UAD 07/23/04 (the "Trust"), of which the Reporting Person is the trustee and sole beneficiary.

	/s/ Ryan E. Driscoll, Attorney-in-Fact	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mercedes Johnson report on the Form 4 for TER?

The Form 4 reports a sale of 625 shares of Teradyne common stock on 09/05/2025 at a price of $120.06 per share.

Was the sale by the Teradyne director part of a 10b5-1 plan?

Yes. The filing states the shares were sold pursuant to a sales plan adopted on 02/03/2025 intended to comply with Rule 10b5-1.

How many Teradyne shares does Mercedes Johnson own after the transaction?

After the reported transaction, she directly beneficially owns 10,738 shares and indirectly owns 1,876 shares held by a trust.

What is the nature of the indirect ownership disclosed?

The indirect holdings are held by The Mercedes Johnson Trust UAD 07/23/04, of which the reporting person is the trustee and sole beneficiary.

When was the Form 4 signed and by whom?

The form is signed by an attorney-in-fact, Ryan E. Driscoll, on 09/09/2025 on behalf of the reporting person.