Minor Insider Sale: TER CEO Offloads 0.6% Stake via 10b5-1 Plan

Rhea-AI Filing Summary

Teradyne President & CEO Gregory S. Smith filed a Form 4 reporting the sale of 554 common shares on 30 Jul 2025 at an average price of $105.73, yielding proceeds of roughly $58 k. The trade was executed under a Rule 10b5-1 plan adopted 4 Feb 2025, signalling it was pre-scheduled rather than opportunistic.

Following the transaction, Smith directly owns 97,546.995 shares, which already include 98.7673 shares purchased via the Employee Stock Purchase Plan on 30 Jun 2025. No derivative security activity was reported.

The sale represents about 0.6 % of his direct holdings and is immaterial relative to Teradyne’s total shares outstanding, suggesting limited market impact. No additional insider transactions or corporate events were disclosed in this filing.

Insights

Securities Analyst

TL;DR: Minor CEO sale (0.6 % of stake) under 10b5-1; neutral to stock.

The transaction involves just 554 shares, worth ≈ $58 k, compared with Smith’s post-sale holding of 97.5 k shares. Because it was executed under a pre-arranged 10b5-1 plan, the sale carries minimal informational content about management’s view of valuation. Volume is negligible relative to average daily trading and total outstanding shares, so I view the filing as routine, with no valuation-changing insight.

Corporate Governance Expert

TL;DR: Pre-planned sale aligns with best-practice governance; no red flags.

Use of a 10b5-1 plan lowers litigation risk and signals compliance discipline. The modest size (<1 % of personal stake) indicates continued alignment of CEO interests with shareholders. There are no accompanying derivative trades or pattern of large disposals, so governance and incentive structure remain intact. Overall impact: neutral.

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^*

Smith Gregory Stephen

(Last) (First) (Middle)

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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

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	07/30/2025		S(1)		554	D	$105.73	97,546.995(2)	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. The shares were sold pursuant to a sales plan adopted by the Reporting Person on February 4, 2025 and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

2. Includes 98.7673 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2025.

	/s/ Ryan E. Driscoll, Attorney-in-Fact	08/01/2025
	** 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

How many Teradyne (TER) shares did the CEO sell in the latest Form 4?

Gregory S. Smith sold 554 common shares on 30 Jul 2025.

At what price were the shares sold?

The reported sale price was $105.73 per share.

What is the CEO's remaining direct ownership after the sale?

He now directly holds 97,546.995 TER shares.

Was the sale conducted under a 10b5-1 trading plan?

Yes. The filing states the sale was under a Rule 10b5-1 plan adopted 4 Feb 2025.

Did the filing report any derivative security transactions?

No derivative security acquisitions or disposals were reported in this Form 4.