0000904454-23-000511 4 1 20230814 20230816 20230816 Mehta Sanjay 0001775135 4 34 001-06462 231178908 C/O TERADYNE INC., 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE, INC 0000097210 3825 042272148 MA 1231 600 RIVERPARK DRIVE NORTH READING MA 01864 978-370-2700 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE INC 19920703 4 1 ownership.xml FORM 4 OMB APPROVAL ? Check this box OMB Number: if no longer 3235-0287 subject to Estimated Section 16. Form average burden 4 or Form 5 hours per obligations may response... 0.5 continue. See Instruction 1(b). ? Check this box UNITED STATES SECURITIES AND EXCHANGE COMMISSION to indicate that Washington, D.C. 20549 a transaction STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF was made SECURITIES pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Mehta Sanjay TERADYNE, INC [ TER ] Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other TERADYNE, INC., 600 RIVERPARK Transaction (MM/DD/YYYY) (specify below) DRIVE 8/14/2023 VP and Chief Financial Officer (Street) 4. If Amendment, Date 6. Individual or NORTH READING, MA 01864 Original Filed Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More (City) (State) (Zip) than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. Code 4. Securities Acquired (A) or 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed (Instr. 8) Disposed of (D) Securities Form: Direct (D) Indirect Execution (Instr. 3, 4 and 5) Beneficially Owned or Indirect (I) Beneficial Date, if Following Reported (Instr. 4) Ownership (Instr. any (A) Transaction(s) 4) or (Instr. 3 and 4) Code V Amount (D) Price Common Stock 8/14/2023 M (1) 5,077 A $48.74 62,725.2675 (3) D Common Stock 8/14/2023 S (1) 6,549 D $101.76 (4) 56,176.2675 D Common Stock 8/14/2023 S (1) 2,619 D $102.74 (5) 53,557.2675 D Common Stock 8/14/2023 S (1) 10,822 D $103.85 (6) 42,735.2675 D Common Stock 8/14/2023 S (1) 4,581 D $104.54 (7) 38,154.2675 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. Code 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed (Instr. 8) Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Execution Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and Following Direct (D) (Instr. 4) Security 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Stock Option $48.74 8/14/2023 M (1) 5,077 (2) 5/1/2026 Common 5,077 $0 0 D (Right to Buy) Stock Explanation of Responses: (1) The reported transactions were effected pursuant to a sales plan adopted by the Reporting Person on May 12, 2023 and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. (2) This option was granted under the Issuer's 2006 Equity and Cash Compensation Incentive Plan, and became exercisable at the rate of 25% per year commencing on May 1, 2020, the first anniversary of the grant. (3) Includes 112.2675 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2023. (4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $101.28 to $102.25. The Reporting Person undertakes to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. (5) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $102.35 to $103.15. The Reporting Person undertakes to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. (6) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $103.29 to $104.28. The Reporting Person undertakes to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. (7) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $104.30 to $104.72. The Reporting Person undertakes to provide to the Issuer, any shareholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mehta Sanjay TERADYNE, INC. VP and Chief Financial 600 RIVERPARK DRIVE Officer NORTH READING, MA 01864 Signatures /s/ Ryan E. Driscoll, Attorney-in-Fact 8/16/2023 ** 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 control number.