October 30, 2026 - 10-Q: Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No. 001-06462

TERADYNE, INC.

(Exact name of registrant as specified in its charter)


Massachusetts	04-2272148
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

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

978-370-2700

(Registrant’s Telephone Number, Including Area Code)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Emerging growth company	☐

Smaller reporting 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s only class of Common Stock as of October 26, 2026, was 156,124,751 shares.

TERADYNE, INC.

INDEX


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	1

	Condensed Consolidated Balance Sheets as of September 27, 2026, and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 27, 2026, and September 28, 2025	2

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 27, 2026, and September 28, 2025	3

	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 27, 2026, and September 28, 2025	4

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 27, 2026, and September 28, 2025	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39

Item 4.	Controls and Procedures	39

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	42

Item 6.	Exhibits	43

PART I

Item 1: Financial Statements

TERADYNE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 27, 2026		December 31, 2025
	(in thousands, except per share amount)
ASSETS
Current assets:
Cash and cash equivalents	$	460,742	$	293,751
Marketable securities		5,847		28,247
Accounts receivable, less allowance for credit losses of $2,773 and $2,410 at September 27, 2026 and December 31, 2025, respectively		1,110,798		786,913
Inventories, net		574,992		379,552
Prepayments		613,658		427,564
Other current assets		24,185		33,273
Total current assets		2,790,222		1,949,300
Property, plant and equipment, net		679,603		562,999
Operating lease right-of-use assets, net		121,652		76,635
Marketable securities		158,276		126,256
Deferred tax assets		311,092		275,265
Retirement plans assets		12,240		12,059
Equity method investment		518,559		537,098
Other assets		97,111		71,697
Acquired intangible assets, net		96,662		51,271
Goodwill		663,776		521,019
Total assets	$	5,449,193	$	4,183,599
LIABILITIES
Current liabilities:
Accounts payable	$	516,967	$	269,185
Accrued employees’ compensation and withholdings		261,288		254,973
Deferred revenue and customer advances		211,683		153,124
Other accrued liabilities		146,332		111,845
Operating lease liabilities		17,061		19,340
Short-term debt		—		200,000
Income taxes payable		188,105		106,740
Total current liabilities		1,341,436		1,115,207
Retirement plans liabilities		152,910		144,874
Long-term deferred revenue and customer advances		58,342		50,888
Deferred tax liabilities		10,841		5,378
Long-term other accrued liabilities		28,649		7,601
Long-term operating lease liabilities		120,054		63,899
Total liabilities		1,712,232		1,387,847
Commitments and contingencies (Note R)
Redeemable noncontrolling interests		49,065		—
EQUITY
Common stock, $0.125 par value, 1,000,000 shares authorized; 156,150 and 156,088 shares issued and outstanding at September 27, 2026, and December 31, 2025, respectively		19,519		19,511
Additional paid-in capital		2,043,937		1,989,911
Accumulated other comprehensive (loss) gain		5,538		41,895
Retained earnings		1,618,902		744,435
Total Teradyne shareholders’ equity		3,687,896		2,795,752
Total liabilities, redeemable noncontrolling interests, and equity	$	5,449,193	$	4,183,599

The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2025, are an integral part of the condensed consolidated financial statements.

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 27, 2026			September 28, 2025			September 27, 2026			September 28, 2025
	(in thousands, except per share amount)						(in thousands, except per share amount)
Revenues:
Products	$	1,164,165		$	632,104		$	3,498,463		$	1,716,718
Services		141,785			137,106			418,971			389,969
Total revenues		1,305,950			769,210			3,917,434			2,106,687
Cost of revenues:
Cost of products		485,092			270,634			1,425,757			727,198
Cost of services		49,582			49,270			144,831			141,834
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)		534,674			319,904			1,570,588			869,032
Gross profit		771,276			449,306			2,346,846			1,237,655
Operating expenses:
Selling and administrative		198,968			169,144			558,224			484,182
Engineering and development		163,092			124,760			454,938			361,331
Acquired intangible assets amortization		5,251			3,514			12,447			11,820
Restructuring and other		1,997			6,585			8,455			23,472
Total operating expenses		369,308			304,003			1,034,064			880,805
Income from operations		401,968			145,303			1,312,782			356,850
Non-operating (income) expense:
Interest income		(3,341	)		(3,191	)		(8,945	)		(12,618	)
Interest expense		868			1,309			6,983			2,909
Other (income) expense, net		150			(915	)		1,156			2,875
Income before income taxes and equity in net earnings of affiliate		404,291			148,100			1,313,588			363,684
Income tax provision		59,833			23,344			188,778			50,148
Income before equity in net earnings of affiliate		344,458			124,756			1,124,810			313,536
Equity in net earnings of affiliate		3,281			(5,198	)		(3,277	)		(16,709	)
Consolidated net income		347,739			119,558			1,121,533			296,827
Less: Net income attributable to noncontrolling interests		5,332			—			5,684			—
Net income attributable to Teradyne	$	342,407		$	119,558		$	1,115,849		$	296,827

Earnings per common share attributable to Teradyne:
Basic	$	2.19		$	0.75		$	7.14		$	1.85
Diluted	$	2.17		$	0.75		$	7.08		$	1.85
Weighted average common shares—basic		156,262			158,595			156,381			160,021
Weighted average common shares—diluted		157,502			159,097			157,610			160,409

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 27, 2026			September 28, 2025			September 27, 2026			September 28, 2025
	(in thousands)						(in thousands)
Consolidated net income	$	347,739		$	119,558		$	1,121,533		$	296,827
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $0, $0, $0, and $0, respectively		(19	)		(4,351	)		(31,396	)		117,966
Available-for-sale marketable securities:
Unrealized (losses) gains on marketable securities arising during period, net of tax of $(609), $201, $(677), and $316, respectively		(5,145	)		739			(4,918	)		1,324
Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $(2), $0, $10, $27, respectively		(8	)		—			5			89
		(5,153	)		739			(4,913	)		1,413
Cash flow hedges:
Unrealized (losses) gains arising during period, net of tax of $(32), $0, $(32), and $(109), respectively		(114	)		—			(114	)		(381	)
Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $20, $0, $20, and $(100), respectively		69			—			69			(350	)
		(45	)		—			(45	)		(731	)
Defined benefit postretirement plan:
Amortization of prior service credit, net of tax of $0, $0, $(1), and $(1), respectively		(1	)		(2	)		(3	)		(6	)
Other comprehensive income (loss)		(5,218	)		(3,614	)		(36,357	)		118,642
Consolidated comprehensive income	$	342,521		$	115,944		$	1,085,176		$	415,469
Less: comprehensive income attributable to redeemable noncontrolling interests		5,332			—			5,684			—
Total comprehensive income attributable to Teradyne	$	337,189		$	115,944		$	1,079,492		$	415,469

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

(Unaudited)


			Teradyne Shareholders
	Redeemable Noncontrolling Interests		Common Stock Shares			Common Stock Par Value			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Teradyne Shareholders’ Equity			Equity Attributable to Noncontrolling Interests			Total Equity
			(in thousands)
For the Three Months Ended September 27, 2026
Balance, June 28, 2026	$	—		156,378		$	19,547		$	2,003,232	$	10,756		$	1,403,627		$	3,437,162		$	36,151		$	3,473,313
Reclassification of opening balance		36,151																—			(36,151	)		(36,151	)
Net issuance of common stock under stock-based plans				51			7			17,561								17,568						17,568
Stock-based compensation expense										23,144								23,144						23,144
Repurchase of common stock				(279	)		(35	)							(99,236	)		(99,271	)					(99,271	)
Cash dividends ($0.13 per share)															(20,314	)		(20,314	)					(20,314	)
Consolidated net income		5,332													342,407			342,407						342,407
Other comprehensive income (loss)												(5,218	)					(5,218	)					(5,218	)
Accretion of redeemable noncontrolling interests to redemption value		7,582													(7,582	)		(7,582	)					(7,582	)
Balance, September 27, 2026	$	49,065		156,150		$	19,519		$	2,043,937	$	5,538		$	1,618,902		$	3,687,896		$	—			3,687,896
For the Three Months Ended September 28, 2025
Balance, June 29, 2025	$	—		159,210		$	19,901		$	1,941,501	$	41,036		$	834,863		$	2,837,301		$	—		$	2,837,301
Net issuance of common stock under stock-based plans				206			26			14,958								14,984						14,984
Stock-based compensation expense										16,956								16,956						16,956
Repurchase of common stock				(2,171	)		(271	)							(248,640	)		(248,911	)					(248,911	)
Cash dividends ($0.12 per share)															(18,999	)		(18,999	)					(18,999	)
Net income															119,558			119,558						119,558
Other comprehensive income (loss)												(3,614	)					(3,614	)					(3,614	)
Balance, September 28, 2025	$	—		157,245		$	19,656		$	1,973,415	$	37,422		$	686,782		$	2,717,275		$	—		$	2,717,275


			Teradyne Shareholders
	Redeemable Noncontrolling Interests		Common Stock Shares			Common Stock Par Value			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Teradyne Shareholders’ Equity			Equity Attributable to Noncontrolling Interests		Total Equity
			(in thousands)
For the Nine Months Ended September 27, 2026
Balance, December 31, 2025	$	—		156,088		$	19,511		$	1,989,911		$	41,895		$	744,435		$	2,795,752		$	—	$	2,795,752
Net issuance of common stock under stock-based plans				558			70			(8,590	)								(8,520	)				(8,520	)
Stock-based compensation expense										62,616									62,616					62,616
Repurchase of common stock				(496	)		(62	)								(172,776	)		(172,838	)				(172,838	)
Cash dividends ($0.39 per share)																(61,024	)		(61,024	)				(61,024	)
Consolidated net income		5,684														1,115,849			1,115,849					1,115,849
Other comprehensive income (loss)													(36,357	)					(36,357	)				(36,357	)
Acquisition of redeemable noncontrolling interest		35,799																	—					—
Accretion of redeemable noncontrolling interests to redemption value		7,582														(7,582	)		(7,582	)				(7,582	)
Balance, September 27, 2026	$	49,065		156,150		$	19,519		$	2,043,937		$	5,538		$	1,618,902		$	3,687,896		$	—	$	3,687,896
For the Nine Months Ended September 28, 2025
Balance, December 31, 2024	$	—		161,722		$	20,215		$	1,909,538		$	(81,220	)	$	970,761		$	2,819,294		$	—	$	2,819,294
Net issuance of common stock under stock-based plans				655			82			14,741									14,823					14,823
Stock-based compensation expense										49,136									49,136					49,136
Repurchase of common stock				(5,132	)		(641	)								(523,208	)		(523,849	)				(523,849	)
Cash dividends ($0.36 per share)																(57,598	)		(57,598	)				(57,598	)
Net income																296,827			296,827					296,827
Other comprehensive income (loss)													118,642						118,642					118,642
Balance, September 28, 2025	$	—		157,245		$	19,656		$	1,973,415		$	37,422		$	686,782		$	2,717,275		$	—	$	2,717,275

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended
	September 27, 2026			September 28, 2025
	(in thousands)
Cash flows from operating activities:
Consolidated net income	$	1,121,533		$	296,827
Adjustments to reconcile consolidated net income from operations to net cash provided by operating activities:
Depreciation		90,256			79,484
Stock-based compensation		63,649			47,561
Equity in net earnings of affiliate		3,277			16,709
Amortization		12,925			12,723
Provision for excess and obsolete inventory		19,213			19,175
Losses (gains) on investments		(7,076	)		(4,722	)
Deferred taxes		(41,163	)		(29,100	)
Retirement plan losses (gains)		(228	)		(673	)
Other		3,757			3,344
Changes in operating assets and liabilities, net of businesses acquired:
Accounts receivable		(302,733	)		(111,787	)
Inventories		(178,794	)		(34,618	)
Prepayments and other assets		(224,940	)		(22,599	)
Accounts payable and other liabilities		347,615			121,447
Deferred revenue and customer advances		64,045			25,652
Retirement plans contributions		(4,605	)		(6,986	)
Income taxes		81,144			(19,661	)
Net cash provided by operating activities		1,047,875			392,776
Cash flows from investing activities:
Purchases of property, plant and equipment		(241,762	)		(161,121	)
Acquisition of businesses, net of cash and cash equivalents acquired		(165,611	)		(144,380	)
Purchase of investment in a business		(20,900	)		(25,519	)
Purchases of marketable securities		(50,004	)		(27,465	)
Proceeds from maturities of marketable securities		11,880			41,621
Proceeds from sales of marketable securities		30,607			9,172
Net cash used for investing activities		(435,790	)		(307,692	)
Cash flows from financing activities:
Proceeds from borrowings on revolving credit facility		350,000			200,000
Repayments of borrowings on revolving credit facility		(550,000	)		—
Dividend payments		(61,024	)		(57,574	)
Repurchase of common stock		(173,502	)		(518,658	)
Debt issuance costs		(2,686	)		—
Payments related to net settlement of employee stock compensation awards		(42,153	)		(15,254	)
Issuance of common stock under stock purchase and stock option plans		33,708			30,076
Net cash used for financing activities		(445,657	)		(361,410	)
Effects of exchange rate changes on cash and cash equivalents		563			(4,328	)
(Decrease) increase in cash and cash equivalents		166,991			(280,654	)
Cash and cash equivalents at beginning of period		293,751			553,354
Cash and cash equivalents at end of period	$	460,742		$	272,700
Non-cash investing activities:
Capital expenditures incurred but not yet paid:	$	12,292		$	7,821

TERADYNE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A. THE COMPANY

Teradyne, Inc. (“Teradyne”) is a leading global provider of automated test equipment and robotics solutions. Teradyne’s automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, automotive, industrial, computing, communications, and defense and aerospace industries. Teradyne’s robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency while reducing costs. Teradyne’s automated test equipment and robotics products and services include:

•

semiconductor test (“Semiconductor Test”) systems and instruments;

•

product test ("Product Test") systems and instruments; and

•

robotics (“Robotics”) products.

B. ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated interim financial statements include the accounts of Teradyne, its wholly owned subsidiaries, and all other entities in which it has a controlling financial interest. All significant intercompany balances and transactions have been eliminated. These condensed consolidated interim financial statements are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair statement of such condensed consolidated interim financial statements. The December 31, 2025, condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by United States of America generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in Teradyne’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2026, for the year ended December 31, 2025.

Preparation of Financial Statements and Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates its estimates, including those related to inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions.

Redeemable Noncontrolling Interests

Teradyne has an agreement with the holder of the 25% noncontrolling interests in MultiLane Test Products Holding LLC (“MLTP”) that provides Teradyne with the right to purchase, and the noncontrolling interests holder with the right to sell, their remaining minority interests following the expiration of a contractual lock-up period, with the earliest redemption date in 2029, and subject to certain conditions. The purchase price will be determined at the time of exercise based on a contractual formula. As the redemption is contingently redeemable at the option of the noncontrolling interests holder and not solely within Teradyne’s control, Teradyne classifies the carrying amount of the redeemable noncontrolling interests as temporary equity, between liabilities and permanent equity, in the consolidated balance sheet. Although the redeemable noncontrolling interests are not currently redeemable, Teradyne has determined that it is probable that the interests will become redeemable. Teradyne applies the accretion method and accretes changes in the redemption value over the period to the earliest redemption date.

C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 - “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disclosure of additional expense information on an annual and interim basis, including the amounts of inventory purchases, employee compensation, depreciation, and intangible asset amortization included within each income statement expense caption. This standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Teradyne is currently evaluating the impact of this new standard.

D. ACQUISITIONS

MultiLane Test Products

On April 8, 2026, Teradyne and HTP Holding SAL (“MultiLane”) formed a joint venture, MLTP, in which Teradyne holds a controlling 75% ownership interest, with the remaining 25% attributable to redeemable noncontrolling interests, for a total purchase price of $157.8 million, subject to customary post-closing adjustments. MLTP is expected to serve the growing demand from the AI Data Center equipment market by accelerating the development of test solutions for critical high speed data connections. The fair value of the redeemable noncontrolling interests was estimated to be $35.8 million based on the noncontrolling interest holders’ proportionate ownership of MLTP, adjusted to reflect the lack of control and marketability characteristics of the interest. Teradyne’s total allocation of the purchase price was goodwill of $131.6 million, which is not deductible for tax purposes, acquired intangible assets of $46.7 million with a weighted average estimated useful life of 4.7 years, and $15.3 million of net tangible assets. The goodwill is attributable to cost synergies, assembled workforce and anticipated incremental revenue streams. Teradyne’s estimates, assumptions, and tax impacts used in determining the estimated fair values of certain assets, liabilities, and the noncontrolling interests are subject to change within the measurement period (up to twelve months from the acquisition date) as a result of additional information obtained with regard to facts and circumstances that existed as of the acquisition date. The results of MLTP have been included in Teradyne’s Product Test segment from the date of acquisition.

Based upon a preliminary valuation, the total purchase price was allocated as follows:


	Purchase Price Allocation
	(in thousands)
Goodwill	$	131,634
Intangible assets		46,700
Tangible assets acquired and liabilities assumed:
Current assets		23,616
Other non-current assets		790
Accounts payable and current liabilities		(980	)
Long-term deferred tax liabilities		(7,939	)
Other long-term liabilities		(183	)
Redeemable noncontrolling interests		(35,799	)
Total purchase price	$	157,839

Teradyne estimated the fair value of intangible assets using the income approach. The fair value of developed technology was estimated using the Multi-Period Excess Earnings Method. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. Components of these intangible assets and their estimated useful lives at the acquisition date are as follows:


	Fair Value		Estimated Useful Life
	(in thousands)		(in years)
Developed technology	$	40,900		4.0
Customer relationships		5,800		10.0
Total intangible assets	$	46,700		4.7

Teradyne has not separately disclosed MLTP’s standalone contribution to total company revenue or income from operations before income taxes or pro forma financial information as the impact of the acquisition on the condensed consolidated financial statements is not material.

Quantifi Photonics

On May 31, 2025, Teradyne acquired all of the issued and outstanding shares of Quantifi Photonics (“Quantifi”), a privately held company in New Zealand and a leader in photonic integrated circuit (“PIC”) test solutions for a total purchase price of $127.2 million. The acquisition of Quantifi enables Teradyne to deliver scalable PIC test solutions. Teradyne’s allocation of the purchase price was goodwill of $83.1 million, which is not deductible for tax purposes, acquired intangible assets of $43.6 million with a weighted average estimated useful life of 10.0 years, and $0.6 million of net tangible assets. The goodwill is attributable to cost synergies, assembled workforce and anticipated incremental revenue streams. The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The results of Quantifi have been included in Teradyne’s Product Test segment from the date of acquisition.

The total purchase price was allocated as follows:


	Purchase Price Allocation
	(in thousands)
Goodwill	$	83,068
Intangible assets		43,600
Tangible assets acquired and liabilities assumed:
Current assets		6,148
Long-term deferred tax assets		6,271
Other non-current assets		2,516
Accounts payable and current liabilities		(1,609	)
Long-term deferred tax liabilities		(12,208	)
Other long-term liabilities		(548	)
Total purchase price	$	127,238

Teradyne estimated the fair value of intangible assets using the income and cost approaches. The fair value of developed technology was estimated using the Multi-Period Excess Earnings Method. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. Components of these intangible assets and their estimated useful lives at the acquisition date are as follows:


	Fair Value		Estimated Useful Life
	(in thousands)		(in years)
Developed technology	$	38,600		10.0
Tradenames and trademarks		4,400		10.0
Customer relationships		600		8.0
Total intangible assets	$	43,600		10.0

Teradyne has not separately disclosed Quantifi’s standalone contribution to total company revenue or income from operations before income taxes or pro forma financial information because the impact of the acquisition on the condensed consolidated financial statements is not material.

Automated Test Equipment Technology

On January 31, 2025, Teradyne acquired from Infineon Technologies AG (“Infineon”) its automated test equipment technology and associated development team (“AET”) based in Regensburg, Germany for a total purchase price of 17.6 million Euros, equivalent to $18.3 million, subject to customary adjustments. AET adds resources and expertise to Teradyne and strengthens the relationship between Teradyne and Infineon. The AET acquisition was accounted for as a business combination and, accordingly, the results have been included in Teradyne’s Semiconductor Test segment from the date of acquisition. As of the acquisition date, Teradyne’s purchase price allocation was goodwill of $1.3 million for expected synergies from combining operations, acquired intangible assets of $6.4 million, consisting of developed technology and customer relationships, with a weighted average estimated useful life of 4.6 years, and $10.7 million of net tangible assets, including $11.7 million of inventory. The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The acquisition was not material to Teradyne’s condensed consolidated financial statements.

E. REVENUE

Disaggregation of Revenue

The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines.


		Semiconductor Test						Robotics		Product Test		Total
		System on-a-Chip		Memory		IST
	(in thousands)
For the Three Months Ended September 27, 2026
Timing of Revenue Recognition
Point in Time		$	601,845	$	289,515	$	87,825	$	93,051	$	121,690	$	1,193,926
Over Time			74,664		11,306		6,856		2,777		16,421		112,024
Total		$	676,509	$	300,821	$	94,681	$	95,828	$	138,111	$	1,305,950
Geographical Market
Asia Pacific		$	627,357	$	298,538	$	94,150	$	25,257	$	72,956	$	1,118,258
Americas			23,963		1,377		531		38,952		58,394		123,217
Europe, Middle East and Africa			25,189		906		—		31,619		6,761		64,475
Total		$	676,509	$	300,821	$	94,681	$	95,828	$	138,111	$	1,305,950

For the Three Months Ended September 28, 2025
Timing of Revenue Recognition
Point in Time		$	367,404	$	118,878	$	33,575	$	73,213	$	69,579	$	662,649
Over Time			72,812		9,184		4,014		1,874		18,677		106,561
Total		$	440,216	$	128,062	$	37,589	$	75,087	$	88,256	$	769,210
Geographical Market
Asia Pacific		$	409,959	$	126,534	$	37,298	$	13,852	$	25,136	$	612,779
Americas			14,432		1,029		291		28,455		55,225		99,432
Europe, Middle East and Africa			15,825		499		—		32,780		7,895		56,999
Total		$	440,216	$	128,062	$	37,589	$	75,087	$	88,256	$	769,210

For the Nine Months Ended September 27, 2026
Timing of Revenue Recognition
Point in Time		$	2,181,364	$	683,003	$	167,152	$	278,979	$	274,143	$	3,584,641
Over Time			219,925		32,600		20,593		8,024		51,651		332,793
Total		$	2,401,289	$	715,603	$	187,745	$	287,003	$	325,794	$	3,917,434
Geographical Market
Asia Pacific		$	2,256,782	$	704,425	$	184,320	$	63,779	$	144,504	$	3,353,810
Americas			55,916		9,157		3,425		121,224		156,951		346,673
Europe, Middle East and Africa			88,591		2,021		—		102,000		24,339		216,951
Total		$	2,401,289	$	715,603	$	187,745	$	287,003	$	325,794	$	3,917,434

For the Nine Months Ended September 28, 2025
Timing of Revenue Recognition
Point in Time		$	1,030,682	$	272,534	$	85,294	$	213,083	$	192,296	$	1,793,889
Over Time			212,512		25,879		13,348		5,857		55,202		312,798
Total		$	1,243,194	$	298,413	$	98,642	$	218,940	$	247,498	$	2,106,687
Geographical Market
Asia Pacific		$	1,132,944	$	292,683	$	95,782	$	44,853	$	85,583	$	1,651,845
Americas			65,404		4,023		2,860		88,086		138,239		298,612
Europe, Middle East and Africa			44,846		1,707		—		86,001		23,676		156,230
Total		$	1,243,194	$	298,413	$	98,642	$	218,940	$	247,498	$	2,106,687

Contract Balances

During the three and nine months ended September 27, 2026, Teradyne recognized $34.6 million and $138.1 million, respectively, that were included within the deferred revenue and customer advances balances at the beginning of the period. During the three and nine months ended September 28, 2025, Teradyne recognized $14.2 million and $64.8 million, respectively, that were included within the deferred revenue and customer advances balances at the beginning of the period. This revenue primarily relates to undelivered hardware, extended warranties, training, application support, and post contract support. Each of these represents a distinct performance obligation. As of September 27, 2026, Teradyne had $131.1 million of unsatisfied performance obligations with an original duration of greater than one year, of which 57% is expected to be recognized as revenue within the next twelve months.

Deferred revenue and customer advances consist of the following and are included in short and long-term deferred revenue and customer advances on the balance sheet:


	September 27, 2026		December 31, 2025
	(in thousands)
Maintenance, service and training	$	56,853	$	62,337
Customer advances, undelivered elements and other		133,586		85,762
Extended warranty		79,586		55,913
Total deferred revenue and customer advances	$	270,025	$	204,012

F. EQUITY METHOD INVESTMENTS

On May 27, 2024, Teradyne paid 483.1 million Euros, equivalent to $524.1 million, to purchase a combination of previously issued and outstanding shares and shares newly issued by Technoprobe, S.p.A. (“Technoprobe”). The shares purchased represent 10% of the issued and outstanding shares of Technoprobe. Teradyne also received a board seat as part of the purchase. Teradyne accounts for this investment using the equity method as a result of being able to exercise significant influence over the operating and financial decisions of Technoprobe.

The following table summarizes the change in the carrying value of our equity method investment:


	For the Three Months Ended					For the Nine Months Ended
	September 27, 2026		September 28, 2025			September 27, 2026			September 28, 2025
	(in thousands)
Balance at beginning of period	$	514,957	$	545,414		$	537,098		$	494,494
Other comprehensive income related to investment		321		(2,215	)		(15,262	)		60,216
Equity in net earnings of affiliate		3,281		(5,198	)		(3,277	)		(16,709	)
Balance at end of period	$	518,559	$	538,001		$	518,559		$	538,001

Based on the quoted closing price of Technoprobe stock as of September 27, 2026, the fair value of the publicly traded investment was $2,242.4 million.

Teradyne’s equity method basis difference was calculated as the difference between the investment and the amount of underlying equity in net assets acquired. The basis differences, net of tax, will be amortized over the estimated useful lives. Teradyne made an accounting policy election to report its share of Technoprobe’s results on a 3-month lag, which is applied consistently from period to period. Teradyne records its share of Technoprobe’s net income or loss and the amortization of equity method basis difference, as ‘Equity in net earnings of affiliate’ in the condensed consolidated statements of operations. Teradyne includes its share of Technoprobe’s other comprehensive income and a cumulative translation adjustment in the condensed consolidated statements of comprehensive income.

G. INVENTORIES

Inventories, net consisted of the following at September 27, 2026, and December 31, 2025:


	September 27, 2026		December 31, 2025
	(in thousands)
Raw material	$	359,234	$	267,566
Work-in-process		84,801		47,876
Finished goods		130,957		64,110
Total inventories, net	$	574,992	$	379,552

Inventory reserves at September 27, 2026, and December 31, 2025, were $165.6 million and $151.8 million, respectively.

H. FINANCIAL INSTRUMENTS

Cash Equivalents

Teradyne considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.

Marketable Securities

Teradyne’s equity and debt mutual funds are classified as Level 1 and available-for-sale debt securities are classified as Level 2. The vast majority of Level 2 securities are fixed income securities priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities.

During the three and nine months ended September 27, 2026, and September 28, 2025, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments.


	For the Three Months Ended				For the Nine Months Ended
	September 27, 2026		September 28, 2025		September 27, 2026		September 28, 2025
	(in millions)				(in millions)
Realized gains and losses included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations
Realized gains	$	0.6	$	0.7	$	1.5	$	1.8
Realized losses		0.0		—		0.2		1.3

Unrealized gains and losses on equity securities included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations
Unrealized gains on equity securities		1.9		3.1		10.0		7.4
Unrealized losses on equity securities		0.3		0.1		4.3		3.2

Unrealized gains and losses on available-for-sale debt securities are included in ‘Accumulated other comprehensive income (loss)’ in the condensed consolidated balance sheet.

The cost of securities sold is based on average cost.

The following tables set forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 27, 2026, and December 31, 2025.


	September 27, 2026						December 31, 2025
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Total (1)		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Total (1)
	(in thousands)
Assets
Cash	$	222,532	$	—	$	222,532	$	214,712	$	—		214,712
Cash equivalents		238,210		—		238,210		78,068		971		79,039
Available-for-sale securities:
Corporate debt securities		—		54,916		54,916		—		36,384		36,384
Debt mutual funds		13,271		—		13,271		14,331		—		14,331
U.S. Treasury securities		—		13,260		13,260		—		44,143		44,143
Non-U.S. government securities		—		13,108		13,108		—		924		924
Certificates of deposit and time deposits		—		1,134		1,134		—		1,354		1,354
Equity securities:
Mutual funds		68,434		—		68,434		57,367		—		57,367
	$	542,447	$	82,418	$	624,865	$	364,478	$	83,776	$	448,254
Derivative assets		—		724		724		—		1,175		1,175
Total	$	542,447	$	83,142	$	625,589	$	364,478	$	84,951	$	449,429
Liabilities
Derivative liabilities		—		1,732		1,732		—		928		928
Total	$	—	$	1,732	$	1,732	$	—	$	928	$	928

Reported as follows:
	(Level 1)		(Level 2)		Total (1)		(Level 1)		(Level 2)		Total (1)
	(in thousands)
Assets
Cash and cash equivalents	$	460,742	$	—	$	460,742	$	292,780	$	971	$	293,751
Long-term marketable securities		81,705		76,571		158,276		71,698		54,558		126,256
Marketable securities		—		5,847		5,847		—		28,247		28,247
Prepayments		—		724		724		—		1,175		1,175
Total	$	542,447	$	83,142	$	625,589	$	364,478	$	84,951	$	449,429
Liabilities
Other accrued liabilities	$	—	$	1,732	$	1,732	$	—	$	928	$	928
Total	$	—	$	1,732	$	1,732	$	—	$	928	$	928

(1)

There were no financial assets or liabilities measured using significant unobservable inputs (Level 3) as of September 27, 2026 and December 31, 2025.

The carrying values and fair values of Teradyne’s financial instruments at September 27, 2026, and December 31, 2025, were as follows:


	September 27, 2026				December 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Assets
Cash and cash equivalents	$	460,742	$	460,742	$	293,751	$	293,751
Marketable securities		164,123		164,123		154,503		154,503
Derivative assets		724		724		1,175		1,175
Liabilities
Derivative liabilities		1,732		1,732		928		928

The fair values of accounts receivable, net, accounts payable, and borrowings drawn on the revolving credit facility approximate their carrying values.

The following table summarizes the composition of available-for-sale marketable securities at September 27, 2026:


	September 27, 2026
	Available-for-Sale
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses
	(in thousands)
Corporate debt securities	$	62,028	$	7	$	(7,119	)	$	54,916	$	53,587
U.S. Treasury securities		18,785		—		(5,525	)		13,260		13,260
Non-U.S. government securities		14,206		—		(1,098	)		13,108		12,237
Debt mutual funds		13,573		—		(302	)		13,271		3,469
Certificates of deposit and time deposits		1,134		—		—			1,134		—
	$	109,726	$	7	$	(14,044	)	$	95,689	$	82,553

Reported as follows:


	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses
	(in thousands)
Marketable securities	$	5,873	$	—	$	(26	)	$	5,847	$	4,713
Long-term marketable securities		103,853		7		(14,018	)		89,842		77,840
	$	109,726	$	7	$	(14,044	)	$	95,689	$	82,553

The following table summarizes the composition of available-for-sale marketable securities at December 31, 2025:


	December 31, 2025
	Available-for-Sale
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses
	(in thousands)
U.S. Treasury securities	$	48,723	$	90	$	(4,670	)	$	44,143	$	13,891
Corporate debt securities		40,090		293		(3,999	)		36,384		22,941
Debt mutual funds		14,508		—		(177	)		14,331		3,020
Certificates of deposit and time deposits		1,354		—		—			1,354		—
Non-U.S. government securities		924		—		—			924		—
	$	105,599	$	383	$	(8,846	)	$	97,136	$	39,852

Reported as follows:


	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses
	(in thousands)
Marketable securities	$	28,213	$	41	$	(7	)	$	28,247	$	2,293
Long-term marketable securities		77,386		342		(8,839	)		68,889		37,559
	$	105,599	$	383	$	(8,846	)	$	97,136	$	39,852

As of September 27, 2026, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $50.3 million and $32.2 million, respectively. As of December 31, 2025, the fair market value of investments with unrealized losses for less than one year and greater than one year totaled $1.1 million and $38.8 million, respectively.

Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at September 27, 2026, and December 31, 2025, did not meet the criteria for impairment, and accordingly no allowance for credit losses was recorded.

The contractual maturities of investments in available-for-sale securities held at September 27, 2026, were as follows:


	September 27, 2026
	Cost		Fair Market Value
	(in thousands)
Due within one year	$	5,873	$	5,847
Due after 1 year through 5 years		8,341		8,023
Due after 5 years through 10 years		17,815		17,039
Due after 10 years		64,124		51,509
Total	$	96,153	$	82,418

Contractual maturities of investments in available-for-sale securities held at September 27, 2026, exclude debt mutual funds with a fair market value of $13.3 million as they do not have a contractual maturity date.

Derivatives

Teradyne conducts business in various foreign countries, with certain transactions denominated in local currencies. As a result, Teradyne is exposed to risks relating to changes in foreign currency exchange rates. Teradyne’s foreign currency risk management objective is to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, and changes in its cash inflows attributable to the forecasted cash flows from certain foreign currency denominated revenues.

To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies.

Teradyne also enters into foreign currency forward and option contracts designated as cash flow hedges to hedge the risk of changes in its cash inflows attributable to changes in foreign currency exchange rates. The cash flow hedges have maturities of less than six months and mature in the period of revenue recognition for certain products and services in backlog and forecasted to be recognized in a future period. Teradyne evaluates cash flow hedges for effectiveness at inception based on the critical terms match method. The hedges are not expected to incur any ineffectiveness, however, a quarterly qualitative assessment of effectiveness is done to determine if the critical terms match method remains appropriate to use. The change in fair value of the contracts is recorded in accumulated other comprehensive income (loss) and reclassified to earnings at maturity.

Teradyne does not use derivative financial instruments for speculative purposes.

At September 27, 2026, and December 31, 2025, Teradyne had the following contracts to buy and sell non-U.S. currencies for U.S. dollars and other non-U.S. currencies with the following notional amounts:


	Gross Notional Value
	September 27, 2026		December 31, 2025
	(in millions)
Currency Hedged (Buy/Sell)
U.S. dollar/Taiwan dollar		28.1		27.0
U.S. dollar/Danish krone		15.3		—
Danish krone/Chinese yuan		8.2		—
U.S. dollar/Japanese yen		8.2		16.9
U.S. dollar/Euro		5.1		—
U.S. dollar/Korean won		3.3		7.7
U.S. dollar/British pound sterling		0.9		1.9
Singapore dollar/U.S. dollar		117.0		62.6
Philippine peso/U.S. dollar		1.7		1.8
Chinese yuan/U.S. dollar		0.4		0.7
Euro/U.S. dollar		—		20.4
Total	$	188.2	$	139.0

The change in the fair value of the outstanding contracts resulted in a net loss of $0.9 million and a net gain of $0.2 million at September 27, 2026, and December 31, 2025, respectively.

Unrealized gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in ‘Other (income) expense, net’ in the condensed consolidated statement of operations.

At September 27, 2026, and December 31, 2025, Teradyne had the following cash flow hedge contracts to buy and sell non-U.S. currencies for U.S. dollars with the following notional amounts:


	Gross Notional Value
	September 27, 2026		December 31, 2025
	(in millions)
Currency Hedged (Buy/Sell)
U.S. dollar/Japanese yen	$	4.7	$	—
Total	$	4.7	$	—

The change in fair value of the outstanding cash flow hedge contracts resulted in a loss of $0.1 million at September 27, 2026.

The following table summarizes the fair value of derivative instruments as of September 27, 2026, and December 31, 2025:


	Balance Sheet Location	September 27, 2026			December 31, 2025
		(in thousands)
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Prepayments		724			1,175
Foreign exchange forward contracts	Other accrued liabilities		(1,674	)		(928	)
Derivatives designated as hedging instruments:
Foreign exchange forward contracts	Other accrued liabilities		(58	)		—
Total derivatives		$	(1,008	)	$	247

The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three and nine months ended September 27, 2026, and September 28, 2025:


		For the Three Months Ended				For the Nine Months Ended
	Location of (Gains) Losses Recognized in Statement of Operations	September 27, 2026		September 28, 2025		September 27, 2026		September 28, 2025
		(in thousands)				(in thousands)
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts (1)	Other (income) expense, net	$	1,379	$	218	$	3,987	$	174
Derivatives designated as hedging instruments:
Foreign exchange forward and option contracts	Revenue		88		—		88		(449	)
Total Derivatives		$	1,467	$	218	$	4,075	$	(275	)

(1)

The table does not reflect the corresponding gains and losses from the remeasurement of the monetary assets and liabilities denominated in foreign currencies. For the three and nine months ended September 27, 2026, net losses from remeasurement of monetary assets and liabilities denominated in foreign currencies were $0.3 million and $2.4 million, respectively. For the three and nine months ended September 28, 2025, net losses from remeasurement of monetary assets and liabilities denominated in foreign currencies were $2.8 million and $6.2 million, respectively.

I. DEBT

Revolving Credit Facility

On August 7, 2026, Teradyne entered into a credit agreement (the “2026 Credit Agreement”) providing for a five-year, $1.0 billion senior secured revolving credit facility (the “2026 Credit Facility”) that matures in August 2031. The 2026 Credit Agreement replaced Teradyne’s prior six-year, $750.0 million revolving credit facility entered into in May 2020 (the “2020 Credit Facility” and, together with the 2026 Credit Facility, the “Credit Facilities”), which, prior to Teradyne’s voluntary early termination, was set to expire in December 2026. The 2026 Credit Facility may be used for working capital and general corporate purposes.

The 2026 Credit Agreement contains certain customary affirmative and negative covenants, including covenants restricting Teradyne’s and certain of its subsidiaries' ability to incur liens, dispose of assets, make certain investments and restricted payments, and engage in certain mergers, consolidations and other fundamental changes. Borrowings under the credit facility bear interest at variable rates based on SOFR, plus an applicable margin, and may be repaid, in part or in full, at any time without penalty. Teradyne is required to maintain two financial ratios, including a maximum consolidated leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00, subject to certain exceptions and exemptions. The credit facility is guaranteed by certain of Teradyne’s wholly-owned domestic subsidiaries and secured by assets of Teradyne and such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries. Teradyne is required to pay commitment fees on the unused portion of the commitments under the credit facility. The applicable margin on borrowings, the commitment fees, and the guarantees and security interests described above are each subject to adjustment or release when Teradyne maintains specified investment grade ratings from at least two of S&P, Moody’s and Fitch, with the guarantees and security interests subject to reinstatement if Teradyne is subsequently downgraded below such rating thresholds.

As of September 27, 2026, Teradyne had no outstanding borrowings under the 2026 Credit Facility. As of December 31, 2025, Teradyne had outstanding borrowings of $200 million under the 2020 Credit Facility. The weighted-average interest rate on the outstanding borrowings as of December 31, 2025 was 4.86%. During the nine months ended September 27, 2026, Teradyne paid $4.8 million in interest related to its debt from its Credit Facilities. As of September 27, 2026, Teradyne was in compliance with all covenants under its credit agreements.

J. PREPAYMENTS

Prepayments consist of the following:


	September 27, 2026		December 31, 2025
	(in thousands)
Contract manufacturer and supplier prepayments	$	539,686	$	364,170
Prepaid maintenance and other services		17,450		16,662
Prepaid taxes		15,853		9,861
Other prepayments		40,669		36,871
Total prepayments	$	613,658	$	427,564

K. PRODUCT WARRANTY

Teradyne generally provides a one-year warranty on its products, commencing upon installation, acceptance or shipment. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience. Related costs are charged to the warranty accrual as incurred. The balance below is included in other accrued liabilities.


	For the Three Months Ended						For the Nine Months Ended
	September 27, 2026			September 28, 2025			September 27, 2026			September 28, 2025
	(in thousands)						(in thousands)
Balance at beginning of period	$	25,694		$	12,238		$	19,150		$	12,962
Accruals for warranties issued during the period		10,495			5,038			28,582			15,194
Accruals related to pre-existing warranties		761			(255	)		1,114			(1,177	)
Settlements made during the period		(9,015	)		(3,881	)		(20,911	)		(13,839	)
Balance at end of period	$	27,935		$	13,140		$	27,935		$	13,140

When Teradyne receives revenue for extended warranties, beyond one year, it is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. The balance below is included in short and long-term deferred revenue and customer advances.


	For the Three Months Ended						For the Nine Months Ended
	September 27, 2026			September 28, 2025			September 27, 2026			September 28, 2025
	(in thousands)						(in thousands)
Balance at beginning of period	$	78,124		$	46,751		$	55,913		$	41,624
Deferral of new extended warranty revenue		8,324			10,573			44,528			28,216
Recognition of extended warranty deferred revenue		(6,862	)		(6,309	)		(20,855	)		(18,825	)
Balance at end of period	$	79,586		$	51,015		$	79,586		$	51,015

L. STOCK-BASED COMPENSATION

Under Teradyne’s stock compensation plans, Teradyne grants time-based restricted stock units, performance-based restricted stock units and stock options, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”).

Service-based restricted stock unit awards granted to employees vest in equal annual installments over four years. Restricted stock unit awards granted to non-employee directors vest after a one-year period, with 100% of the award vesting on the earlier of (a) the first anniversary of the grant date or (b) the date of the following year’s Annual Meeting of Shareholders. Teradyne expenses the cost of the restricted stock unit awards subject to time-based vesting, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse.

Performance-based restricted stock units (“PRSUs”) may have a performance metric based on relative total shareholder return (“TSR”). For PRSUs granted beginning in 2026, Teradyne’s three-year TSR performance will be measured against all other companies within the S&P 500. PRSUs granted prior to 2026, including those that remain outstanding and unvested, will continue to be measured against the New York Stock Exchange (“NYSE”) Composite Index for their full three-year performance periods. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The TSR PRSUs will vest upon the three-year anniversary of the grant date. The TSR PRSUs are valued using a Monte Carlo simulation model. The number of units expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below.

PRSUs may also have a performance metric based on three-year cumulative non-GAAP profit before interest and tax (“PBIT”) as a percent of Teradyne’s revenue. Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense, when applicable; and other non-recurring gains and charges such as ERP implementation related costs and equity modification charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from 0% to 200% of the target shares. The PBIT PRSUs will vest upon the three-year anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below. Compensation expense for employees meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized based on the number of units that are earned based upon the three-year Teradyne PBIT as a percent of Teradyne’s revenue, provided the recipient remains an employee at the end of the three-year period subject to the retirement and termination eligibility provisions noted below.

If a PRSU recipient’s employment ends prior to the determination of the performance percentage due to (1) permanent disability or death or (2) retirement or termination other than for cause, after attaining both at least age 60 and at least 10 years of service, then all or a portion of the recipient’s PRSUs (based on the actual performance percentage achieved on the determination date) will vest on the date the performance percentage is determined. Except as set forth in the preceding sentence, no PRSUs will vest if the recipient is no longer an employee at the end of the three-year period. Stock options to purchase Teradyne’s common stock at 100% of the fair market value on the grant date vest in equal annual installments over four years from the grant date and have a maximum term of seven years.

On January 22, 2024, the Board enacted the Executive Retirement Policy for Restricted Stock Unit and Option Vesting (the “Retirement Policy”). Under the Retirement Policy, an executive officer that is over the age of 65 and has 10 or more years of service as of the effective date of his or her retirement will be eligible for continued vesting of his or her unvested time-based restricted stock units and stock options granted prior to his or her retirement date.

During the nine months ended September 27, 2026, and September 28, 2025, Teradyne granted 0.3 million and 0.6 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $273.58 and $111.72, respectively, and less than 0.1 million and less than 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $359.26 and $79.78, respectively.

During the nine months ended September 27, 2026, and September 28, 2025, Teradyne granted 0.1 million and 0.1 million of PBIT PRSUs with a weighted average grant date fair value of $272.70 and $106.44, respectively.

During the nine months ended September 27, 2026, and September 28, 2025, Teradyne granted 0.1 million and 0.1 million of TSR PRSUs, with a weighted average grant date fair value of $449.92 and $107.44, respectively. The grant date fair value was estimated using the Monte Carlo simulation model with the following assumptions:


	For the Nine Months Ended
	September 27, 2026			September 28, 2025
Risk-free interest rate		3.6	%		4.1	%
Teradyne volatility-historical		47.9	%		41.8	%
S&P 500 Constituents volatility-historical		27.6	%
NYSE Composite Index volatility-historical					14.6	%
Dividend yield		0.2	%		0.4	%

Expected volatility was based on the historical volatility of Teradyne’s stock and the companies within the S&P 500 for shares granted in 2026 and the NYSE Composite Index for shares granted prior to 2026 over the most recent three-year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of the applicable grant. Dividend yield was based upon an estimated annual dividend amount of $0.52 per share divided by Teradyne’s stock price on the grant dates, which have a weighted average grant date stock price of $274.13 for the 2026 grants, and an estimated annual dividend amount of $0.48 per share divided by Teradyne’s stock price on the grant date of $108.67 for the 2025 grants.

During the nine months ended September 27, 2026, and September 28, 2025, Teradyne granted 0.1 million and 0.1 million of service-based stock options at a weighted average grant date fair value of $104.02 and $41.93, respectively.

The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions:


	For the Nine Months Ended
	September 27, 2026			September 28, 2025
Expected life (years)		3.5			4.0
Risk-free interest rate		3.7	%		4.2	%
Volatility-historical		47.1	%		43.9	%
Dividend yield		0.2	%		0.4	%

Teradyne determined the stock options’ expected life based upon historical exercise data for recipients, the age of the employee and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $0.52 per share divided by Teradyne’s stock price on the grant date, which have a weighted average grant date stock price of $274.03 for the 2026 grant and an estimated annual dividend amount of $0.48 per share divided by Teradyne’s stock price on the grant date of $109.29 for the 2025 grant.

M. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss) attributable to Teradyne, which are presented net of tax, consist of the following:


	Foreign Currency Translation Adjustment			Unrealized (Losses) Gains on Marketable Securities			Unrealized (Losses) Gains on Cash Flow Hedges			Retirement Plans Prior Service Credit			Total
	(in thousands)
Nine Months Ended September 27, 2026
Total balance at December 31, 2025, net of tax of $0, $(1,892), $0, $(1,136), respectively	$	47,328		$	(6,571	)	$	—		$	1,138		$	41,895
Other comprehensive (loss) gain before reclassifications, net of tax of $0, $(677), $(32), $0, respectively		(31,396	)		(4,918	)		(114	)		—			(36,428	)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $0, $10, $20, $(1), respectively		—			5			69			(3	)		71
Net current period other comprehensive loss, net of tax of $0, $(667), $(12), $(1), respectively		(31,396	)		(4,913	)		(45	)		(3	)		(36,357	)
Total balance attributable to Teradyne at September 27, 2026, net of tax of $0, $(2,559), $(12), $(1,137), respectively	$	15,932		$	(11,484	)	$	(45	)	$	1,135		$	5,538

Nine Months Ended September 28, 2025
Total balance at December 31, 2024, net of tax of $0, $(2,174), $209, $(1,134), respectively	$	(75,289	)	$	(7,807	)	$	731		$	1,145		$	(81,220	)
Other comprehensive (loss) gain before reclassifications, net of tax of $0, $316, $(109), $0, respectively		117,966			1,324			(381	)		—			118,909
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $0, $27, $(100), $(1), respectively		—			89			(350	)		(6	)		(267	)
Net current period other comprehensive loss, net of tax of $0, $343, $(209), $(1), respectively		117,966			1,413			(731	)		(6	)		118,642
Total balance attributable to Teradyne at September 28, 2025, net of tax of $0, $(1,831), $0, $(1,135), respectively	$	42,677		$	(6,394	)	$	—		$	1,139		$	37,422

Reclassifications out of accumulated other comprehensive income (loss) to the statement of operations for the three and nine months ended September 27, 2026, and September 28, 2025, were as follows:


Details about Accumulated Other Comprehensive Income (Loss) Components	For the Three Months Ended					For the Nine Months Ended						Affected Line Item in the Statements of Operations
	September 27, 2026			September 28, 2025		September 27, 2026			September 28, 2025
	(in thousands)					(in thousands)
Available-for-sale marketable securities:
Unrealized (losses) gains, net of tax of $2, $0, $(10), $(27), respectively	$	8		$	—	$	(5	)	$	(89	)	Other (income) expense, net
Cash flow hedges:
Unrealized (losses) gains, net of tax of $(20), $0, $(20), $100, respectively		(69	)		—		(69	)		350		Revenue
Defined benefit pension and postretirement plans:
Amortization of prior service credit, net of tax of $0, $0, $1, $1, respectively		1			2		3			6		(a)
Total reclassifications, net of tax of $(18), $0, $(29), $74, respectively	$	(60	)	$	2	$	(71	)	$	267		Net income

(a)

The amortization of prior service credit is included in the computation of net periodic postretirement benefit cost. See Note Q: “Retirement Plans.”

As of September 27, 2026, there were no components of accumulated other comprehensive income (loss) attributable to noncontrolling interests.

N. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

Goodwill

Goodwill is considered impaired when the carrying value of a reporting unit exceeds its estimated fair value. Teradyne performs its annual goodwill impairment test as required under the provisions of ASC 350-10, “Intangibles—Goodwill and Other” on December 31 of each fiscal year unless there are negative qualitative factors relating to macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant events and changes during an interim period. The presence of such factors could, under certain circumstances, be a triggering event that causes us to perform a goodwill impairment test.

The changes in the carrying amount of goodwill by reportable segments for the nine months ended September 27, 2026, were as follows:


	Robotics			Semiconductor Test			Product Test			Total
	(in thousands)
Balance at December 31, 2025
Goodwill	$	416,401		$	263,598		$	603,586		$	1,283,585
Accumulated impairment losses		—			(260,540	)		(502,026	)		(762,566	)
Total Goodwill		416,401			3,058			101,560			521,019
Acquisitions (1)		—			22,305			131,634			153,939
Foreign currency translation adjustment		(11,104	)		(78	)		—			(11,182	)
Balance at September 27, 2026
Goodwill	$	405,297		$	285,825		$	735,220		$	1,426,342
Accumulated impairment losses		—			(260,540	)		(502,026	)		(762,566	)
Total Goodwill	$	405,297		$	25,285		$	233,194		$	663,776

(1)

Goodwill increased due to acquisitions made in the nine months ended September 27, 2026, including the acquisition of a controlling interest in MLTP. See Note D: “Acquisitions” for more information.

Intangible Assets

Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. For the nine months ended September 27, 2026, Teradyne did not record any intangible asset impairment.

Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheet:


	Gross Carrying Amount (1)		Accumulated Amortization (1)			Foreign Currency Translation Adjustment			Net Carrying Amount
	(in thousands)
Balance at September 27, 2026
Developed technology	$	269,110	$	(190,000	)	$	—		$	79,110
Customer relationships		54,064		(43,324	)		—			10,740
Tradenames and trademarks		39,157		(31,194	)		(1,151	)		6,812
Total intangible assets	$	362,331	$	(264,518	)	$	(1,151	)	$	96,662
Balance at December 31, 2025
Developed technology	$	250,025	$	(211,662	)	$	60		$	38,423
Customer relationships		56,480		(51,953	)		204			4,731
Tradenames and trademarks		40,487		(31,339	)		(1,031	)		8,117
Total intangible assets	$	346,992	$	(294,954	)	$	(767	)	$	51,271

(1)

In the nine months ended September 27, 2026, $42.6 million of amortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization.

Aggregate intangible asset amortization expense was $5.3 million and $12.4 million, respectively, for the three and nine months ended September 27, 2026, and $3.5 million and $11.8 million, respectively, for the three and nine months ended September 28, 2025.

Estimated intangible asset amortization expense for each of the five succeeding fiscal years and thereafter is as follows:


Year	Amortization Expense
	(in thousands)
2026	$	5,094
2027		19,585
2028		19,504
2029		18,189
2030		9,642
Thereafter		24,648

O. EARNINGS PER COMMON SHARE ATTRIBUTABLE TO TERADYNE

The following table sets forth the computation of basic and diluted earnings per common share attributable to Teradyne:


	For the Three Months Ended				For the Nine Months Ended
	September 27, 2026		September 28, 2025		September 27, 2026		September 28, 2025
	(in thousands, except per share amounts)				(in thousands, except per share amounts)
Net income attributable to Teradyne for basic and diluted earnings per common share	$	342,407	$	119,558	$	1,115,849	$	296,827
Weighted average common shares-basic		156,262		158,595		156,381		160,021
Effect of dilutive potential common shares:
Restricted stock units		1,159		495		1,149		366
Stock options		79		4		78		3
Employee stock purchase plan		2		3		2		19
Dilutive potential common shares		1,240		502		1,229		388
Weighted average common shares-diluted		157,502		159,097		157,610		160,409
Earnings per common share attributable to Teradyne - basic	$	2.19	$	0.75	$	7.14	$	1.85
Earnings per common share attributable to Teradyne - diluted	$	2.17	$	0.75	$	7.08	$	1.85

The computation of diluted earnings per common share attributable to Teradyne for the three and nine months ended September 27, 2026, excludes the effect of the potential vesting of less than 0.1 million of restricted stock units because the effect would have been anti-dilutive. The computation of diluted earnings per common share attributable to Teradyne for the three and nine months ended September 28, 2025, excludes the effect of the potential vesting of 0.2 million and 0.7 million, respectively, of restricted stock units because the effect would have been anti-dilutive.

P. RESTRUCTURING AND OTHER

During the three months ended September 27, 2026, Teradyne recorded $2.0 million of restructuring and other charges, of which $1.2 million were severance charges.

During the three months ended September 28, 2025, Teradyne recorded $4.8 million of severance charges, $3.6 million of which is related to headcount reductions in Robotics. During the three months ended September 28, 2025, Teradyne made $1.1 million of severance payments related to the Robotics business.

During the nine months ended September 27, 2026, Teradyne recorded $8.5 million of restructuring and other charges, of which $4.5 million were related to acquisition and divestiture related expenses and $3.4 million were severance charges.

During the nine months ended September 28, 2025, Teradyne recorded $18.5 million of severance charges, $13.5 million of which is related to the Robotics restructuring which impacted approximately 150 employees, $2.2 million of which is related to

Product Test and $1.4 million of which is related to Semiconductor Test. During the nine months ended September 28, 2025, Teradyne made $9.2 million of severance payments related to the Robotics business. Additionally, Teradyne recorded $2.0 million of acquisition and divestiture expenses related primarily to the Quantifi acquisition and $1.5 million of charges related to lease terminations.

Q. RETIREMENT PLANS

ASC 715, “Compensation—Retirement Benefits,” requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by ASC 715. The pension asset or liability represents a difference between the fair value of the pension plan’s assets and the projected benefit obligation at December 31. Teradyne uses a December 31 measurement date for all its plans.

Defined Benefit Pension Plans

Teradyne has defined benefit pension plans covering a portion of domestic employees and employees of certain non-U.S. subsidiaries. Benefits under these plans are based on employees’ years of service and compensation. Teradyne’s funding policy is to make contributions to these plans in accordance with local laws and to the extent that such contributions are tax deductible. The assets of the U.S. qualified pension plan consist primarily of fixed income and equity securities. In addition, Teradyne has an unfunded supplemental executive defined benefit plan in the United States to provide retirement benefits in excess of levels allowed by the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (the “IRC”), as well as unfunded qualified foreign plans.

During the three months ended September 27, 2026, Teradyne recognized a non-cash settlement gain of $0.1 million related to lump sum distributions paid to retired or terminated employees. The gain is the result of the aggregate of the cumulative lump sum distributions exceeding the total annual service and interest costs. Due to the remeasurement, the reduction in pension benefit obligation and pension assets was $4.6 million.

During the three months ended September 28, 2025, Teradyne recognized a non-cash settlement gain of $0.8 million related to lump sum distributions paid to retired or terminated employees. The gain is the result of the aggregate of the cumulative lump sum distributions exceeding the total annual service and interest costs. Due to the remeasurement, the reduction in pension benefit obligation and pension assets was $4.7 million.

In the nine months ended September 27, 2026, and September 28, 2025, Teradyne contributed $2.7 million and $2.4 million, respectively, to the U.S. supplemental executive defined benefit pension plan, and $1.2 million and $3.6 million, respectively, to certain qualified pension plans for non-U.S. subsidiaries.

For the three and nine months ended September 27, 2026, and September 28, 2025, Teradyne’s net periodic pension cost was comprised of the following:


	For the Three Months Ended
	September 27, 2026						September 28, 2025
	United States			Foreign			United States			Foreign
	(in thousands)
Service cost	$	141		$	296		$	153		$	149
Interest cost		1,358			345			1,426			300
Expected return on plan assets		(982	)		(54	)		(989	)		(24	)
Net actuarial loss (gain)		—			—			—			—
Settlement loss (gain)		(71	)		—			(800	)		—
Settlement expense		—			—			—			—
Total net periodic pension cost	$	446		$	586		$	(210	)	$	425


	For the Nine Months Ended
	September 27, 2026						September 28, 2025
	United States			Foreign			United States			Foreign
	(in thousands)
Service cost	$	427		$	897		$	462		$	437
Interest cost		4,074			1,046			4,299			892
Expected return on plan assets		(2,932	)		(163	)		(2,970	)		(71	)
Net actuarial loss (gain)		(43	)		—			41			—
Settlement loss (gain)		(71	)		—			(800	)		—
Settlement expense		—			—			—			—
Total net periodic pension cost	$	1,455		$	1,780		$	1,032		$	1,258

Postretirement Benefit Plan

In addition to receiving pension benefits, Teradyne employees in the United States who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne’s Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees’ survivors and are available to all retirees. Substantially all of Teradyne’s current U.S. employees could become eligible for these benefits and the existing benefit obligation relates primarily to those employees. During the nine months ended September 28, 2025, Teradyne recorded special termination benefit charges associated with a voluntary early retirement program.

For the three and nine months ended September 27, 2026, and September 28, 2025, Teradyne’s net periodic postretirement benefit cost was comprised of the following:


	For the Three Months Ended						For the Nine Months Ended
	September 27, 2026			September 28, 2025			September 27, 2026			September 28, 2025
	(in thousands)						(in thousands)
Service cost	$	7		$	9		$	22		$	27
Interest cost		67			76			200			229
Amortization of prior service credit		(1	)		(2	)		(4	)		(7	)
Special termination benefits		—			—			—			684
Net actuarial loss (gain)		—			—			(114	)		87
Total net periodic postretirement benefit cost	$	73		$	83		$	105		$	1,020

R. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of September 27, 2026, Teradyne had entered into purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $2,252.9 million, of which $1,906.4 million is for less than one year.

Legal Claims

Teradyne is subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.

Guarantees and Indemnification Obligations

Teradyne provides indemnification, to the extent permitted by law, to its officers, directors, employees and agents for liabilities arising from certain events or occurrences, while the officer, director, employee, or agent, is or was serving, at Teradyne’s request in such capacity. Teradyne may enter into indemnification agreements with certain of its officers and directors. With respect to

acquisitions, Teradyne provides indemnifications to or assumes indemnification obligations for the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies’ by-laws and charter. As a matter of practice, Teradyne has maintained directors’ and officers’ liability insurance coverage including coverage for directors and officers of acquired companies.

Teradyne enters into agreements in the ordinary course of business with customers, resellers, distributors, integrators and suppliers. Most of these agreements require Teradyne to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to Teradyne’s products. From time to time, Teradyne also indemnifies customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, breach of confidentiality obligations and environmental claims relating to the use of Teradyne’s products and services or resulting from the acts or omissions of Teradyne, its employees, authorized agents or subcontractors. On occasion, Teradyne has also provided guarantees to customers regarding the delivery and performance of its products in addition to the warranty described below.

As a matter of ordinary course of business, Teradyne warrants that its products will substantially perform in accordance with its standard published specifications in effect at the time of delivery. Most warranties have a one-year duration commencing from installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based upon historical experience. When Teradyne receives revenue for extended warranties beyond the standard duration, the revenue is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of September 27, 2026, and December 31, 2025, Teradyne had a product warranty accrual of $27.9 million and $19.2 million, respectively, included in other accrued liabilities and revenue deferrals related to extended warranties of $79.6 million and $55.9 million, respectively, included in short and long-term deferred revenue and customer advances.

In addition, in the ordinary course of business, Teradyne provides minimum purchase guarantees to certain vendors to ensure continuity of supply against the market demand. Although some of these guarantees provide penalties for cancellations and/or modifications to the purchase commitments as the market demand decreases, most of the guarantees do not. Therefore, as the market demand decreases, Teradyne re-evaluates these guarantees and determines what charges, if any, should be recorded.

With respect to its agreements covering product, business or entity divestitures and acquisitions, Teradyne provides certain representations, warranties and covenants to purchasers and agrees to indemnify and hold such purchasers harmless against breaches of such representations, warranties and covenants. Many of the indemnification claims have a definite expiration date while some remain in force indefinitely. With respect to its acquisitions, Teradyne may, from time to time, assume the liability for certain events or occurrences that took place prior to the date of acquisition.

As a matter of ordinary course of business, Teradyne occasionally guarantees certain indebtedness obligations of its subsidiary companies, limited to the borrowings from financial institutions, purchase commitments to certain vendors and lease commitments to landlords.

Based on historical experience and information known as of September 27, 2026, and December 31, 2025, except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.

S. INCOME TAXES

The effective tax rate for the three months ended September 27, 2026 and September 28, 2025 was 14.8% and 15.8%, respectively. The decrease in the effective tax rate from the three months ended September 28, 2025 to the three months ended September 27, 2026 is primarily attributable to a reduction in U.S. taxation of international income. This reduction was partially offset by an increase from a projected shift in the geographic distribution of income.

The effective tax rate for the nine months ended September 27, 2026 and September 28, 2025 was 14.4% and 13.8%, respectively. The increase in the effective tax rate from the nine months ended September 28, 2025 to the nine months ended September 27, 2026 is primarily attributable to lower benefits from tax credits and a projected shift in the geographic distribution of income. These increases were partially offset by a reduction related to U.S. taxation of international income.

On a quarterly basis, Teradyne evaluates the realizability of the deferred tax assets by jurisdiction and assesses the need for a valuation allowance. As of September 27, 2026, Teradyne believes that it will ultimately realize the deferred tax assets recorded on the condensed consolidated balance sheet. However, should Teradyne believe that it is more-likely-than-not that the deferred tax assets would not be realized, the tax provision would increase in the period in which Teradyne determined that the realizability was not

likely. Teradyne considers the probability of future taxable income and historical profitability, among other factors, in assessing the realizability of the deferred tax assets.

As of both September 27, 2026, and December 31, 2025, Teradyne had $6.9 million of reserves for uncertain tax positions.

Teradyne recognizes interest and penalties related to income tax matters in income tax expense. As of September 27, 2026, and December 31, 2025, $0.3 million and $0.3 million, respectively, of interest and penalties were accrued for uncertain tax positions. For the nine months ended September 27, 2026, and September 28, 2025, an expense of less than $0.1 million and less than $0.1 million, respectively, was recorded for interest and penalties related to income tax items.

Teradyne qualifies for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings due to the tax holiday for the nine months ended September 27, 2026 and September 28, 2025, were $16.4 million, or $0.10 per diluted share, and $7.4 million, or $0.05 per diluted share, respectively. In December 2025, Teradyne entered into a new agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2025. The new tax holiday is scheduled to expire on December 31, 2035.

On January 5, 2026, the Organisation for Economic Co-operation and Development (OECD/G20) Inclusive Framework released a ‘side-by-side’ arrangement that provides a safe harbor for U.S.-headquartered multinationals. The arrangement recognizes the U.S. tax system as operating alongside the Pillar Two GloBE rules for fiscal years beginning on or after January 1, 2026. Under this arrangement, Teradyne’s U.S.-parented group and its foreign subsidiaries are expected to be exempt from the Income Inclusion Rule (IIR) and the Undertaxed Profits Rule (UTPR) in jurisdictions that adopt the safe harbor. The European Union has confirmed that the safe harbor applies under the existing EU minimum tax directive, and several other jurisdictions in which Teradyne operates have enacted the safe harbor into local law. Certain other jurisdictions have proposed but not yet enacted legislation adopting the safe harbor with effect from January 1, 2026. Teradyne does not currently expect the IIR or UTPR to have a material impact on its consolidated financial statements. Teradyne continues to monitor the enactment of the side-by-side arrangement in the remaining jurisdictions and the implementation of Qualified Domestic Minimum Top-up Taxes (QDMTTs), which are unaffected by the side-by-side arrangement.

T. SEGMENT INFORMATION

Teradyne has three reportable segments (Semiconductor Test, Robotics, and Product Test). As of September 27, 2026, each of Teradyne’s reportable segments represents an individual operating segment. Teradyne’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) for Teradyne.

The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services inclusive of storage and system level test products. The Robotics segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms and autonomous mobile robots. The Product Test segment includes operations related to the design, manufacturing and marketing of products and services for defense/aerospace test, circuit-board test, wireless test systems, high-speed test and measurement and silicon photonics testing. Each reportable segment has a segment manager who is accountable to and maintains regular contact with Teradyne’s CODM to discuss operating activities, financial results, forecasts, and plans for the segment.

The CODM uses business segment income (loss) before income taxes predominantly in the annual budgeting and forecasting process. The CODM also uses this measure when making decisions about the allocation of operating and capital resources to each segment. The accounting policies of the business segments are the same as those described in Teradyne’s Annual Report on Form 10-K in Note B: “Accounting Policies.”

Segment information for the three and nine months ended September 27, 2026, and September 28, 2025, is as follows:


	Semiconductor Test		Robotics			Product Test		Total Reportable Segments		Corporate and Eliminations			Consolidated
	(in thousands)
Three months ended September 27, 2026
Revenues	$	1,072,011	$	95,828		$	138,111	$	1,305,950	$	—		$	1,305,950
Less:
Cost of revenues		442,524		39,074			43,700		525,298		—			525,298
Engineering and development		114,142		13,748			16,330		144,220		—			144,220
Selling and marketing		69,014		22,633			15,459		107,106		—			107,106
General and administrative		31,600		9,099			7,476		48,175		—			48,175
Other segment items (1)(2)		47,816		10,929			13,724		72,469		4,391			76,860
Income (loss) before taxes (2)		366,915		345			41,422		408,682		(4,391	)		404,291
Total assets (3)		2,577,795		723,274			643,576		3,944,645		1,504,548			5,449,193
Property additions		68,970		4,576			4,021		77,567		8,757			86,324
Depreciation and amortization expense		26,238		4,528			5,858		36,624		252			36,876

Three months ended September 28, 2025
Revenues	$	605,867	$	75,087		$	88,256	$	769,210	$	—		$	769,210
Less:
Cost of revenues		248,971		32,974			32,323		314,268		—			314,268
Engineering and development		85,331		14,395			13,106		112,832		—			112,832
Selling and marketing		58,983		23,400			12,703		95,086		—			95,086
General and administrative		27,161		9,746			6,108		43,015		—			43,015
Other segment items (1)(2)		34,589		12,139			8,120		54,848		1,061			55,909
Income (loss) before taxes (2)		150,832		(17,567	)		15,896		149,161		(1,061	)		148,100
Total assets (3)		1,564,196		739,066			371,793		2,675,055		1,288,676			3,963,731
Property additions		40,341		1,450			4,901		46,692		—			46,692
Depreciation and amortization expense		22,979		4,615			2,919		30,513		3			30,516

Nine months ended September 27, 2026
Revenues	$	3,304,637	$	287,003		$	325,794	$	3,917,434	$	—		$	3,917,434
Less:
Cost of revenues		1,294,723		130,767			117,837		1,543,327		—			1,543,327
Engineering and development		314,831		39,131			46,088		400,050		—			400,050
Selling and marketing		198,122		66,510			43,174		307,806		—			307,806
General and administrative		87,418		26,926			20,963		135,307		—			135,307
Other segment items (1)(2)		147,255		26,864			33,614		207,733		9,623			217,356
Income (loss) before taxes (2)		1,262,288		(3,195	)		64,118		1,323,211		(9,623	)		1,313,588
Total assets (3)		2,577,795		723,274			643,576		3,944,645		1,504,548			5,449,193
Property additions		208,019		13,620			11,366		233,005		8,757			241,762
Depreciation and amortization expense		76,200		11,427			15,194		102,821		360			103,181

Nine months ended September 28, 2025
Revenues	$	1,640,249	$	218,940		$	247,498	$	2,106,687	$	—		$	2,106,687
Less:
Cost of revenues		658,919		99,421			95,448		853,788		—			853,788
Engineering and development		247,668		44,319			37,319		329,306		—			329,306
Selling and marketing		163,270		72,155			36,103		271,528		—			271,528
General and administrative		79,845		29,490			16,773		126,108		—			126,108
Other segment items (1)(2)		88,150		46,832			21,771		156,753		5,520			162,273
Income (loss) before taxes (2)		402,397		(73,277	)		40,084		369,204		(5,520	)		363,684
Total assets (3)		1,564,196		739,066			371,793		2,675,055		1,288,676			3,963,731
Property additions		143,666		7,654			10,966		162,286		—			162,286
Depreciation and amortization expense		69,239		16,624			6,351		92,214		(7	)		92,207

(1)

For each reportable segment, the other segment items category includes equity and variable compensation, acquired intangible assets amortization, inventory step-up, and restructuring and other charges.

(2)

Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, severance charges, pension and postretirement plan actuarial gains (losses), acquisition and divestiture related expenses, ERP implementation related costs, and an expense for the modification of outstanding equity awards.

(3)

Total assets are attributable to each segment. Corporate assets consist of cash and cash equivalents, marketable securities, and certain other assets.

U. EQUITY

Stock Repurchase Program

In January 2023, Teradyne’s Board of Directors canceled its January 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. As of January 1, 2023, share repurchases in excess of issuances are subject to a 1% excise tax, which is included as part of the cost basis of the shares acquired.

During the nine months ended September 27, 2026, Teradyne repurchased 0.5 million shares of common stock for a total cost of $173.5 million at an average price of $349.62 per share. The cumulative repurchases under the January 2023 repurchase program as of September 27, 2026, were 12.5 million shares of common stock for $1,481.8 million at an average price per share of $118.92.

During the nine months ended September 28, 2025, Teradyne repurchased 5.1 million shares of common stock for a total cost of $523.5 million at an average price of $102.01 per share.

The total cost of shares acquired includes commissions and related excise tax, when applicable, and is recorded as a reduction to retained earnings.

Dividend

Holders of Teradyne’s common stock are entitled to receive dividends when they are declared by Teradyne’s Board of Directors.

In January 2026, May 2026, and August 2026, Teradyne’s Board of Directors declared a quarterly cash dividend of $0.13 per share. Dividend payments for the three and nine months ended September 27, 2026, were $20.3 million and $61.0 million, respectively.

In January 2025, May 2025, and August 2025, Teradyne’s Board of Directors declared a quarterly cash dividend of $0.12 per share. Dividend payments for the three and nine months ended September 28, 2025, were $19.0 million and $57.6 million, respectively.

V. SUBSEQUENT EVENTS

On October 6, 2026, Teradyne entered into a securities purchase agreement and a collaboration agreement with FormFactor, Inc. (“FormFactor”), a provider of semiconductor test and measurement technologies. Under the securities purchase agreement, Teradyne agreed to make a $300.0 million minority, non-controlling equity investment in FormFactor. The transaction is expected to close within the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals. Under the collaboration agreement, Teradyne and FormFactor will collaborate on joint solutions that combine Teradyne’s test platforms with FormFactor’s probe, contactor, and interface technologies to help semiconductor customers accelerate device validation and bring advanced devices to production, including in silicon photonics, high-performance compute, advanced packaging, and high-bandwidth memory.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements in this Quarterly Report on Form 10-Q which are not historical facts, so-called “forward-looking statements,” are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in our filings with the Securities and Exchange Commission. See also Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.

Overview

We are a leading global provider of automated test equipment and robotics products. Our automated test systems are used to test semiconductors, wireless products, data storage, silicon photonics, and complex electronics systems in many industries including consumer electronics, automotive, industrial, computing, communications, and defense and aerospace industries. Our robotics product offerings consist primarily of collaborative robotic arms and autonomous mobile robots used by global manufacturing, logistics and industrial customers to improve quality and increase manufacturing and material handling efficiency, while reducing costs. Our automated test equipment and robotics products and services include:

•

semiconductor test (“Semiconductor Test”) systems and instruments;

•

product test ("Product Test") systems and instruments; and

•

robotics (“Robotics”) products.

The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products both through direct sales and sales to the customer’s supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.

Our Semiconductor Test segment revenue exceeded $1.0 billion for the third consecutive quarter and increased 77% year over year, driven primarily by sustained demand in Artificial Intelligence (“AI”) applications across compute, memory and storage markets. In memory, revenue reached a record $301 million, marking the fourth consecutive quarter above $200 million, reflecting strong demand. Within the Product Test Group, revenue was $138 million, up 56% year over year, reflecting broad-based growth tied to AI infrastructure build-outs across board test, optical and high-speed interconnect applications, including the addition of the MultiLane Test Products joint venture. Robotics achieved profitability in the quarter on $96 million of revenue, the highest third quarter revenue in the segment’s history. Electronics and semiconductor customers represented Robotics' largest end-market during the quarter. Looking ahead, we see significant future opportunities, and we are committed to reinvesting in the business, particularly in research and development, to enable continued growth in 2027.

On October 6, 2026, we entered into a securities purchase agreement and a collaboration agreement with FormFactor, Inc. (“FormFactor”), a provider of semiconductor test and measurement technologies. Under the securities purchase agreement, we agreed to make a $300.0 million minority, non-controlling equity investment in FormFactor. The transaction is expected to close within the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals. Under the collaboration agreement, we and FormFactor will collaborate on joint solutions that combine our test platforms with FormFactor’s probe, contactor, and interface technologies to help semiconductor customers accelerate device validation and bring advanced devices to production, including in silicon photonics, high-performance compute, advanced packaging, and high-bandwidth memory.

On April 8, 2026, we and HTP Holding SAL (“MultiLane”) formed a joint venture, MultiLane Test Products Holding LLC (“MLTP”), to which MultiLane contributed the assets of its test and measurement business. We obtained a controlling 75% ownership interest in MLTP, which is expected to serve the growing demand from the AI Data Center equipment market by accelerating the development of test solutions for critical high speed data connections. The purchase price of MLTP was approximately $157.8 million, subject to customary post-closing adjustments, and the results have been included in our Product Test segment.

Our capital allocation plan will continue to be balanced between investing in organic and inorganic growth and returning cash to shareholders through share repurchases and dividends. During the first nine months of 2026, the aggregate cash consideration paid for acquisitions, net of cash acquired, totaled $165.6 million, primarily due to the acquisition of a controlling interest in MLTP. Additionally, we returned a combined $234.5 million to shareholders through $173.5 million of share buybacks and $61.0 million of dividend payments.

Government Regulations

We are subject to numerous U.S. and foreign laws and regulations, including, without limitation, tariffs, trade sanctions, trade barriers, trade embargoes, regulations relating to import-export control, technology transfer restrictions, and other laws and regulations. However, our trade compliance program may not identify or prevent all potential violations, and gaps in our program could be discovered, possibly resulting in fines, penalties, or other sanctions as a result. Additionally, U.S. and foreign governmental authorities have taken, and may continue to take, administrative, legislative or regulatory action that could impact our operations. We believe that our operations are in material compliance with applicable trade regulations. The costs we incurred in complying with applicable trade regulations for the nine months ended September 27, 2026 were not material, however, compliance with these laws has limited our ability to compete in certain regions. It is possible that future developments, including changes in laws and regulations or government policies, could lead to material costs, and such costs may have a material adverse effect on our future business or prospects.

We have paid certain tariffs on imported products under the International Emergency Economic Powers Act (“IEEPA”) since the inception of the IEEPA tariffs in 2025. On April 20, 2026, U.S. Customs and Border Protection (“CBP”) began accepting refund claims related to these tariffs. During the quarter ended September 27, 2026, we received refunds, which did not have a material impact to our financial position or results of operations. We continue to monitor the situation, and we do not expect that any further refunds received will have a material impact on our financial position or results of operations.

For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part I - Item 1A “Risk Factors - Risks Related to Legal and Regulatory Compliance” included elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Critical Accounting Policies and Estimates

We have identified the policies which are critical to understanding our business and our results of operations. There have been no significant changes during the nine months ended September 27, 2026, to the items disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.

Preparation of Financial Statements and Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements. Actual results may differ significantly from these estimates under different assumptions or conditions.

SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS


	For the Three Months Ended						For the Nine Months Ended
	September 27, 2026			September 28, 2025			September 27, 2026			September 28, 2025
Percentage of revenues:
Revenues:
Products		89	%		82	%		89	%		81	%
Services		11			18			11			19
Total revenues		100			100			100			100
Cost of revenues:
Cost of products		37			35			36			35
Cost of services		4			6			4			7
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)		41			42			40			41
Gross profit		59			58			60			59
Operating expenses:
Selling and administrative		15			22			14			23
Engineering and development		12			16			12			17
Acquired intangible assets amortization		—			—			—			1
Restructuring and other		—			1			—			1
Total operating expenses		28			40			26			42
Income from operations		31			19			34			17
Non-operating (income) expense:
Interest income		—			—			—			(1	)
Interest expense		—			—			—			—
Other (income) expense, net		—			—			—			—
Income before income taxes and equity in net earnings of affiliate		31			19			34			17
Income tax provision		5			3			5			2
Income before equity in net earnings of affiliate		26			16			29			15
Equity in net earnings of affiliate		—			(1	)		—			(1	)
Consolidated net income		27			16			29			14
Less: Net income attributable to noncontrolling interests		—			—			—			—
Net income attributable to Teradyne		26	%		16	%		28	%		14	%

Results of Operations

Third Quarter 2026 Compared to Third Quarter 2025

Revenues

Revenues by our reportable segments were as follows:


	For the Three Months Ended
	September 27, 2026		September 28, 2025		Dollar Change
	(in millions)
Semiconductor Test	$	1,072.0	$	605.9	$	466.1
Product Test		138.1		88.3		49.8
Robotics		95.8		75.1		20.7
	$	1,306.0	$	769.2	$	536.8

The increase in Semiconductor Test revenues of $466.1 million, or 76.9%, was driven primarily by higher sales in memory and compute related to artificial intelligence applications. The increase in Product Test revenues of $49.8 million, or 56.4%, was driven primarily by increased AI-related demand, combined with growth in Wireless and Defense and Aerospace. The increase in Robotics revenues of $20.7 million, or 27.6%, was primarily due to higher sales of collaborative robotic arms and autonomous mobile robots.

Revenues by country as a percentage of total revenues were as follows (1):


	For the Three Months Ended
	September 27, 2026			September 28, 2025
Korea		32	%		12	%
China		21			17
Taiwan		14			37
Singapore		9			1
United States		8			12
Europe		5			7
Malaysia		3			5
Thailand		3			3
Philippines		2			3
Japan		1			1
Rest of World		2			2
		100	%		100	%

(1)

Revenues attributable to a country are based on location of customer site.

Gross Profit

Our gross profit was as follows:


	For the Three Months Ended
	September 27, 2026			September 28, 2025			Dollar/Point Change
	(in millions)
Gross profit	$	771.3		$	449.3		$	322.0
Percent of total revenues		59.1	%		58.4	%		0.7

Gross profit as a percent of revenue increased by 0.7 points, primarily due to higher sales and product mix.

Selling and Administrative

Selling and administrative expenses were as follows:


	For the Three Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Selling and administrative	$	199.0		$	169.1		$	29.9
Percent of total revenues		15.2	%		22.0	%

The increase of $29.9 million in selling and administrative expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Engineering and Development

Engineering and development expenses were as follows:


	For the Three Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Engineering and development	$	163.1		$	124.8		$	38.3
Percent of total revenues		12.5	%		16.2	%

The increase of $38.3 million in engineering and development expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Restructuring and Other

During the three months ended September 27, 2026, we recorded $2.0 million of restructuring and other charges, of which $1.2 million were severance charges.

During the three months ended September 28, 2025, we recorded $4.8 million of severance charges, $3.6 million of which is related to headcount reductions in Robotics. During the three months ended September 28, 2025, we made $1.1 million of severance payments related to the Robotics business.

Interest and Other


	For the Three Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Interest income	$	(3.3	)	$	(3.2	)	$	(0.1	)
Interest expense		0.9			1.3			(0.4	)
Other (income) expense, net		0.2			(0.9	)		1.1

Income (Loss) Before Income Taxes and Equity in Net Earnings of Affiliate


	For the Three Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Semiconductor Test	$	366.9		$	150.8		$	216.1
Product Test		41.4			15.9			25.5
Robotics		0.3			(17.6	)		17.9
Corporate and Eliminations (1)		(4.4	)		(1.1	)		(3.3	)
	$	404.3		$	148.1		$	256.2

(1)

The increase in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher sales volume in memory and compute related to artificial intelligence applications. The increase in income before income taxes and equity in net earnings of affiliate in Product Test was driven primarily by increased AI-related demand, combined with growth in Wireless and Defense and Aerospace. The increase in income before income taxes and equity in net earnings of affiliate in Robotics was primarily due to higher sales volume, improved product mix, and lower operating expenses primarily as a result of restructuring actions.

Income Taxes

Nine Months 2026 Compared to Nine Months 2025

Revenues

Revenues by our reportable segments were as follows:


	For the Nine Months Ended
	September 27, 2026		September 28, 2025		Dollar Change
	(in millions)
Semiconductor Test	$	3,304.6	$	1,640.2	$	1,664.4
Product Test		325.8		247.5		78.3
Robotics		287.0		218.9		68.1
	$	3,917.4	$	2,106.7	$	1,810.7

The increase in Semiconductor Test revenues of $1,664.4 million, or 101.5%, was driven primarily by higher sales in compute and memory primarily related to artificial intelligence applications. The increase in Product Test revenues of $78.3 million, or 31.6%, was driven primarily by increased AI-related demand, improved product mix, combined with growth in Wireless and Defense and Aerospace. The increase in Robotics revenues of $68.1 million, or 31.1%, was primarily due to higher sales of collaborative robotic arms and autonomous mobile robots.

Revenues by country as a percentage of total revenues were as follows (1):


	For the Nine Months Ended
	September 27, 2026			September 28, 2025
Taiwan		32	%		33	%
Korea		24			10
China		15			17
United States		7			12
Singapore		6			4
Europe		5			7
Malaysia		4			4
Philippines		2			4
Thailand		2			2
Japan		1			2
Rest of World		2			5
		100	%		100	%

(1)

Revenues attributable to a country are based on location of customer site.

Gross Profit

Our gross profit was as follows:


	For the Nine Months Ended
	September 27, 2026			September 28, 2025			Dollar/Point Change
	(in millions)
Gross profit	$	2,346.8		$	1,237.7		$	1,109.1
Percent of total revenues		59.9	%		58.7	%		1.2

Gross profit as a percent of revenue increased by 1.2 points, primarily due to higher sales volume and improved product mix.

Selling and Administrative

Selling and administrative expenses were as follows:


	For the Nine Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Selling and administrative	$	558.2		$	484.2		$	74.0
Percent of total revenues		14.2	%		23.0	%

The increase of $74.0 million in selling and administrative expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Engineering and Development

Engineering and development expenses were as follows:


	For the Nine Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Engineering and development	$	454.9		$	361.3		$	93.6
Percent of total revenues		11.6	%		17.2	%

The increase of $93.6 million in engineering and development expenses was primarily driven by strategic investments in Semiconductor Test and from higher variable compensation across all segments.

Restructuring and Other

During the nine months ended September 27, 2026, we recorded $8.5 million of restructuring and other charges, of which $4.5 million were related to acquisition and divestiture related expenses and $3.4 million were severance charges.

During the nine months ended September 28, 2025, we recorded $18.5 million of severance charges, $13.5 million of which is related to the Robotics restructuring which impacted approximately 150 employees, $2.2 million of which is related to Product Test and $1.4 million of which is related to Semiconductor Test. During the nine months ended September 28, 2025, we made $9.2 million of severance payments related to the Robotics business. Additionally, we recorded $2.0 million of acquisition and divestiture expenses related primarily to the Quantifi Acquisition and $1.5 million of charges related to lease terminations.

Interest and Other


	For the Nine Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Interest income	$	(8.9	)	$	(12.6	)	$	3.7
Interest expense		7.0			2.9			4.1
Other (income) expense, net		1.2			2.9			(1.7	)

Interest expense increased by $4.1 million primarily due to outstanding debt balances during portions of 2026.

Income (Loss) Before Income Taxes and Equity in Net Earnings of Affiliate


	For the Nine Months Ended
	September 27, 2026			September 28, 2025			Dollar Change
	(in millions)
Semiconductor Test	$	1,262.3		$	402.4		$	859.9
Product Test		64.1			40.1			24.0
Robotics		(3.2	)		(73.3	)		70.1
Corporate and Eliminations (1)		(9.6	)		(5.5	)		(4.1	)
	$	1,313.6		$	363.7		$	949.9

(1)

The increase in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher compute and memory sales volume primarily related to artificial intelligence applications. The increase in income before income taxes and equity in net earnings of affiliate in Product Test was driven primarily by increased AI-related demand, combined with growth in Wireless and Defense and Aerospace. The increase in income before income taxes and equity in net earnings of

affiliate in Robotics was primarily due to higher sales volume, improved product mix, and lower operating expenses primarily as a result of restructuring actions.

Income Taxes

Contractual Obligations

There have been no changes outside of the ordinary course of business to our contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Liquidity and Capital Resources

Sources of Liquidity


	September 27, 2026		December 31, 2025		Change
	(in millions)
Cash, cash equivalents and marketable securities:
Cash and cash equivalents	$	460.7	$	293.8	$	167.0
Short-term marketable securities		5.8		28.2		(22.4	)
Long-term marketable securities		158.3		126.3		32.0
Total cash, cash equivalents and marketable securities:	$	624.9	$	448.3	$	176.6

Short-term debt	$	—	$	200.0	$	(200.0	)

Our cash, cash equivalents and marketable securities balances increased by $176.6 million in the nine months ended September 27, 2026, to $624.9 million. Cash increased primarily as a result of operating cash inflows.

In August 2026, we entered into a credit agreement (the “2026 Credit Agreement”) providing for a five-year, $1.0 billion senior secured revolving credit facility (the “2026 Credit Facility”). The 2026 Credit Agreement replaced Teradyne's prior revolving credit facility, which, prior to our voluntary early termination, was set to expire in December 2026. As of September 27, 2026, we have no borrowings outstanding under the 2026 Credit Facility. The 2026 Credit Agreement is set to expire in August 2031. See Note I: “Debt” for more information regarding our 2026 Credit Agreement. As of September 27, 2026, we were in compliance with all covenants under the 2026 Credit Agreement.

Cash Flows


	September 27, 2026			September 28, 2025			Change
	(in millions)
Net cash (used for) provided by:
Operating activities		1,047.9			392.8			655.1
Investing activities		(435.8	)		(307.7	)		(128.1	)
Financing activities		(445.7	)		(361.4	)		(84.3	)
Effects of exchange rate changes on cash and cash equivalents		0.6			(4.3	)		4.9
(Decrease) increase in cash and cash equivalents	$	167.0		$	(280.7	)	$	447.7

Net change in operating assets and liabilities, net of businesses acquired		(218.3	)		(48.6	)		(169.7	)

Operating Activities

Operating activities during the nine months ended September 27, 2026, provided cash of $1,047.9 million. Changes in operating assets and liabilities, net of businesses acquired, used cash of $218.3 million due to a $706.5 million increase in operating assets and a $488.2 million increase in operating liabilities. The increase in operating assets was primarily due to increases in accounts receivable, prepayments and other assets, and inventories of $302.7 million, $224.9 million and $178.8 million, respectively. The increase in operating liabilities was primarily due to increases in accounts payable and other liabilities of $347.6 million.

Operating activities during the nine months ended September 28, 2025, provided cash of $392.8 million. Changes in operating assets and liabilities used cash of $48.6 million due to a $169.0 million increase in operating assets and a $120.5 million increase in operating liabilities. The increase in operating assets was primarily due to increases in accounts receivable, inventories, and prepayments and other assets of $111.8 million, $34.6 million, and $22.6 million, respectively. The increase in operating liabilities was due to increases in accounts payable and other liabilities and in deferred revenue and customer advances of $121.4 million and $25.7 million, respectively, partially offset by decreases in income taxes and retirement plans of $19.7 million and $7.0 million, respectively.

Investing Activities

Investing activities during the nine months ended September 27, 2026, was primarily driven by $241.8 million used for the purchases of property, plant, and equipment and $165.6 million used for the acquisition of businesses, partially offset by $30.6 million in proceeds from sales of marketable securities.

Investing activities during the nine months ended September 28, 2025, used cash of $307.7 million due to $161.1 million used for the purchase of property, plant and equipment, $144.4 million used for the acquisition of businesses, $27.5 million used for the purchase of marketable securities, and $25.5 million used for the purchase of investments in businesses, partially offset by $41.6 million and $9.2 million in proceeds from the maturities and sales of marketable securities, respectively.

Financing Activities

Financing activities during the nine months ended September 27, 2026, included $200.0 million in net repayments of borrowings on our Credit Facilities, $173.5 million used for the repurchase of common stock, $42.2 million used for payment related to net settlements of employee stock compensation awards, and $61.0 million utilized for dividend payments, partially offset by $33.7 million from the issuance of common stock under employee stock purchase and stock option plans.

Financing activities during the nine months ended September 28, 2025, consumed cash of $361.4 million due to $518.7 million used for the repurchase of 5.1 million shares of common stock at an average price of $102.01 per share, $57.6 million utilized for dividend payments and $15.3 million used for payment related to net settlements of employee stock compensation awards, partially offset by $200.0 million from borrowings on our revolving credit facility and $30.1 million from the issuance of common stock under employee stock purchase and stock option plans.

Material Cash Requirements

In January 2026, May 2026, and August 2026, our Board of Directors declared a quarterly cash dividend of $0.13 per share. Dividend payments for the three and nine months ended September 27, 2026, were $20.3 million and $61.0 million, respectively.

In January 2025, May 2025, and August 2025, our Board of Directors declared a quarterly cash dividend of $0.12 per share. Dividend payments for the three and nine months ended September 28, 2025, were $19.0 million and $57.6 million, respectively.

In January 2023, our Board of Directors approved a repurchase program for up to $2.0 billion of common stock. During the nine months ended September 27, 2026, we repurchased 0.5 million shares of common stock for $173.5 million, which excludes related excise tax, when applicable, at an average price of $349.62 per share. The cumulative repurchases under the 2023 repurchase program as of September 27, 2026, were 12.5 million shares of common stock for $1,481.8 million, which includes related excise tax, when applicable, at an average price per share of $118.92. During the nine months ended September 28, 2025, we repurchased approximately 5.1 million shares of common stock for $518.7 million, which excludes related excise tax, when applicable, at an average price of $102.01 per share.

While we have previously declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Cash dividends and stock repurchases are subject to the

discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition.

On October 6, 2026, we entered into a securities purchase agreement and a collaboration agreement with FormFactor, Inc. (“FormFactor”). Under the securities purchase agreement, we agreed to make a $300.0 million minority, non-controlling equity investment in FormFactor. The transaction is expected to close within the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.

We believe our cash, cash equivalents, marketable securities and senior secured revolving credit facility will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings. As of September 27, 2026, we were in compliance with all covenants under the 2026 Credit Agreement.

Equity Compensation Plans

In addition to our 1996 Employee Stock Purchase Plan as discussed in Note S: “Stock-Based Compensation” in our 2025 Annual Report on Form 10-K, we have a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”).

The purpose of the 1996 Employee Stock Purchase Plan is to encourage stock ownership by all eligible employees of Teradyne. The purpose of the 2006 Equity Plan is to provide equity ownership and compensation opportunities in Teradyne to our employees, officers and directors. Both plans were approved by our shareholders.

Recently Issued Accounting Pronouncements

For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note C: “Recently Issued Accounting Pronouncements” of this Form 10-Q.

Item 3: Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk affecting Teradyne, see Part II Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K filed with the SEC on February 19, 2026. There were no material changes in our exposure to market risk from those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Item 4: Controls and Procedures

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or Rule 15d-15(b) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 27, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1: Legal Proceedings

We are subject to various legal proceedings and claims which have arisen in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.

Item 1A: Risk Factors

In addition to other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, remain applicable to our business.

The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

In January 2023, Teradyne’s Board of Directors canceled our 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. During the nine months ended September 27, 2026, we repurchased 0.5 million shares of common stock for a total cost of $173.5 million at an average price of $349.62 per share. We record share repurchases at cost, which includes broker commissions and related excise taxes, when applicable. During the nine months ended September 28, 2025, we repurchased 5.1 million shares of common stock for $523.5 million at an average price of $102.01 per share.

The following table includes information with respect to repurchases we made of our common stock during the three months ended September 27, 2026, (in thousands except per share price):


Period	Total Number of Shares (or Units) Purchased			Average Price Paid per Share (or Unit)			Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)
June 29, 2026 - July 26, 2026		100		$	352.26			99	$	582,451
July 27, 2026 - August 23, 2026		108		$	359.06			107	$	544,025
August 24, 2026 - September 27, 2026		74		$	356.08			73	$	517,860
		282	(1)		355.88	(1)		279

(1)

Includes approximately three thousand shares at an average price of $380.79 withheld from employees for the payment of taxes.

(2)

As of January 1, 2023, share repurchases net of share issuances are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred is included as part of the cost basis of shares repurchased in the Condensed Consolidated Statements of Equity.

We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due.

Item 4: Mine Safety Disclosures

Not Applicable

Item 5: Other Information

10b5-1 Trading Plans

Our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Section 16 Officers”)) and directors from time to time enter into contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” During our fiscal quarter ended September 27, 2026, the following Section 16 Officers or directors adopted, modified or terminated Rule 10b5-1 trading plans:

Ryan Driscoll, Vice President and General Counsel

Ryan Driscoll, our Vice President and General Counsel, entered into a new Rule 10b5-1 trading plan on September 3, 2026. The Rule 10b5-1 trading plan provides that Mr. Driscoll, acting through a broker, may sell up to an aggregate of 3,614 shares. Subject to price limits, the first date that sales of any shares are permitted to be made under the trading arrangement is February 5, 2027. Mr. Driscoll’s plan is scheduled to terminate on May 7, 2027, subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr. Driscoll or the broker, or as otherwise provided in the plan.

Item 6: Exhibits


Exhibit Number		Description

10.1		Credit Agreement, dated August 7, 2026, by and among Teradyne, Inc., as the Borrower, PNC Bank, National Association, as the administrative agent, issuing bank and swingline lender, and the several banks and other financial institutions and lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to Teradyne's Current Report on Form 8-K (File No. 001-06462) filed August 10, 2026).

31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2		Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

104		Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101)

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.
	Registrant

	/s/ MICHELLE TURNER
	Michelle Turner Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) October 30, 2026