Teradyne (TER) CEO nets PRSU shares after tax withholding

Rhea-AI Filing Summary

Teradyne, Inc. President and CEO Gregory Stephen Smith reported equity compensation activity involving the company’s common stock. On January 27, 2026, he acquired 59,475 shares at $0 upon full vesting of previously granted performance-based restricted stock units, each settling into one share.

To cover tax withholding on the vesting of RSUs and PRSUs, the issuer withheld 30,610 shares at $238.94 on January 27, 2026 and an additional 486 shares at $250.48 on January 28, 2026. After these transactions, he directly beneficially owned 121,852.5729 shares of Teradyne 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

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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^*

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)
01/27/2026

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	01/27/2026		A		59,475(1)	A	$0	152,948.5729(2)	D
Common Stock	01/27/2026		F		30,610(3)	D	$238.94	122,338.5729	D
Common Stock	01/28/2026		F		486(4)	D	$250.48	121,852.5729	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. Represents performance-based restricted stock units ("PRSUs") granted to the Reporting Person under the Issuer's 2006 Equity and Cash Compensation Incentive Plan on January 27, 2023. Each PRSU represents the right to receive one share of Common Stock. The number of PRSUs was determined and vested in full on January 27, 2026.

2. Includes 64.5779 shares acquired under the Issuer's Employee Stock Purchase Plan on December 31, 2025.

3. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") and PRSUs on January 27, 2026.

4. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of RSUs on January 28, 2026.

	/s/ Ryan E. Driscoll, Attorney-in-Fact	01/29/2026
	** 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 Teradyne (TER) report for CEO Gregory Stephen Smith?

Teradyne reported that CEO Gregory Stephen Smith received 59,475 shares on January 27, 2026 upon vesting of performance-based restricted stock units, and had 31,096 shares withheld over January 27–28, 2026 to satisfy tax obligations tied to vesting restricted stock awards.

How many Teradyne (TER) shares did the CEO receive from PRSU vesting?

The CEO received 59,475 Teradyne common shares at $0 on January 27, 2026 when previously granted performance-based restricted stock units fully vested. Each PRSU converted into one share of common stock under the company’s 2006 Equity and Cash Compensation Incentive Plan.

Why were Teradyne (TER) shares withheld from the CEO in this Form 4?

Teradyne withheld 30,610 shares on January 27, 2026 and 486 shares on January 28, 2026 to satisfy Gregory Stephen Smith’s tax withholding obligations that arose from the vesting of restricted stock units and performance-based restricted stock units.

What does transaction code "A" mean in the Teradyne (TER) CEO’s Form 4?

In this Form 4, code "A" indicates an acquisition of 59,475 shares at $0 when performance-based restricted stock units vested. These shares were granted as equity compensation rather than purchased on the open market, reflecting settlement of previously awarded PRSUs into common stock.

What does transaction code "F" represent in the Teradyne (TER) filing?

Code "F" reflects shares withheld by Teradyne to cover tax obligations stemming from equity vesting. The company withheld 30,610 shares at $238.94 and 486 shares at $250.48 in connection with the vesting of restricted stock units and performance-based restricted stock units for the CEO.

How many Teradyne (TER) shares does the CEO own after these transactions?

After the reported equity grant and tax-withholding transactions, President and CEO Gregory Stephen Smith directly beneficially owned 121,852.5729 shares of Teradyne common stock. This figure reflects all Form 4 transactions reported for January 27 and January 28, 2026 in the filing.