Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 1/6 · 23/10/2026
Moat—
Awaiting a sourced assessment under the current scoring policy and financial basis.
Pouvoir de fixation des prix—
Awaiting a sourced assessment under the current scoring policy and financial basis.
Prévisibilité80
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 12.42
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 4.62
Solidité financière—
Missing required inputs: debtFcfGrade, netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 79.83
- Interest coverage (x)
- 94.95
- Current ratio (x)
- 1.75
Allocation du capital—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- 0.17
- 3-year average SBC / revenue (%)
- 2.10
- cashConversionGrade
- 87.37
Qualité du management—
Awaiting a sourced assessment under the current scoring policy and financial basis.
Preuves
Intellectual Property and Licenses
The development of our products, both hardware and software, is based in significant part on proprietary information, our brands and technology.
Business—Intellectual Property and Licenses · Dépôt 19/02/2026
Our proprietary SmartPin™ technology enables high efficiency multi-site testing on an individual test system permitting greater test throughput.
Business—Semiconductor Test products; SmartPin technology · Dépôt 19/02/2026
Memory test revenue remained stable despite a smaller overall market, supported by share gains in high bandwidth memory (“HBM”) and DRAM final test applications.
Business overview—2025 memory-test revenue and share gains · Dépôt 19/02/2026
Competitors in the Semiconductor Test segment include, among others, Advantest Corporation, SPEA S.p.A., and Cohu, Inc.
Business—Competition; Semiconductor Test · Dépôt 19/02/2026
Some of our competitors have introduced or announced new products with certain performance characteristics which may be considered equal or superior to those we currently offer.
Business—Competition; competing product characteristics · Dépôt 19/02/2026
We also face competition from emerging Asian companies and from internal supply at several of our customers.
Business—Competition; emerging companies and internal customer supply · Dépôt 19/02/2026
As further described below, we cannot quantify the impact that the export controls and economic sanctions has had on our sales, however, compliance with these laws has limited our ability to compete in certain regions, and could continue to limit them in the future.
Risk Factors—Realized regional competitive limitations from export controls · Dépôt 19/02/2026
Over time, we also intend to leverage Quantifi's engineering expertise and technology to enhance functionality and create additional differentiation in our Semiconductor Test business, specifically with integration into our UltraFlexplus platform.
Business overview—Prospective Quantifi integration and differentiation · Dépôt 19/02/2026
An extensive ecosystem (“UR+”) has grown around the company's cobot technology, creating innovation and choice for customers and a wide range of components, kits and solutions to suit numerous applications.
Business—Robotics; UR+ ecosystem · Dépôt 19/02/2026
Competitors in our Robotics segment include manufacturers of traditional industrial robots such as KUKA Robotics Corporation, ABB, FANUC, Staubli and Yaskawa Electric Corporation, companies with emerging collaborative robot offerings such as Techman, Doosan, Jaka, and AUBO Robotics, and manufacturers of autonomous mobile robots in the material handling space such as Omron, Rockwell Automation, Junion, HikRobot, Agilox, and KION.
Business—Competition; Robotics · Dépôt 19/02/2026
Strong Robotics revenue of $100 million, marked the fifth consecutive quarter of sequential growth, driven primarily by demand from electronics manufacturing and semiconductor customers, which has become the segment's largest end-market.
MD&A—Robotics revenue and consecutive sequential growth · Dépôt 31/07/2026
2024 was a very weak industrial automation market resulting in a year-over-year decline in Robotics revenues while outperforming our peer group.
Business overview—2024 Robotics revenue decline and issuer peer comparison · Dépôt 20/02/2025
Teradyne Inc. | 2026 Notice of Annual Meeting & Proxy Statement | Page A-1
Employee severance (a)
29.4
5.2
Asset impairment
4.9
Acquisition and divestiture related expenses
2.2
2.1
6.8
(a) For the twelve months ended December 31, 2025, employee severance relates primarily to Robotics restructuring which impacted approximately 400 employees.
Appendix A—2025 Robotics restructuring and employee severance · Dépôt 27/03/2026
We also have been, and may continue to attempt to, offset the effect of these inflationary pressures by increasing the prices of our products.
Risk Factors—Attempts to offset inflation through product price increases · Dépôt 20/02/2025
We may also not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition.
Risk Factors—Potential limitations on passing costs to customers · Dépôt 19/02/2026
In memory, revenue exceeded $200 million for the third consecutive quarter, reflecting strong demand for high bandwidth memory (“HBM”) and DRAM test solutions supporting AI compute deployments, as well as renewed demand for NAND final test applications.
MD&A—Three consecutive quarters of memory-test revenue above $200 million · Dépôt 31/07/2026
As of June 28, 2026, and December 31, 2025, Teradyne had a product warranty accrual of $25.7 million and $19.2 million, respectively, included in other accrued liabilities and revenue deferrals related to extended warranties of $78.1 million and $55.9 million, respectively, included in short and long-term deferred revenue and customer advances.
Notes—Product warranty accruals and extended-warranty revenue deferrals · Dépôt 31/07/2026
See also “Item 1A: Risk Factors.”
Backlog
Our backlog at any particular date is not necessarily indicative of the actual sales for any succeeding period because our customers may delay delivery of products or cancel orders without advanced notice, subject to possible cancellation penalties.
Business—Backlog; customer delay and cancellation rights · Dépôt 19/02/2026
Teradyne does not allow customer returns or provide refunds to customers for any products or services.
Revenue recognition—No customer returns or refunds · Dépôt 19/02/2026
Such items are excluded as we believe they do not contribute to a meaningful evaluation of the Company’s future profitability or comparisons to the Company’s past profitability for purposes of determining executive compensation Twelve Months Ended December 31, 2025 % of Net Revenues December 31, 2024 % of Net Revenues Net Revenues $ 3,190.0 $ 2,819.9 Gross profit - GAAP 1,857.3 58.2 % 1,648.9 58.5 % Inventory step-up 1.3 0.0 % — — Legal settlement (1) — — 3.6 0.1 % Gross profit - non-GAAP $ 1,858.6 58.3 % $ 1,652.5 58.6 % Inventory step-up 650.1 20.4 % 593.8 21.1 % Legal settlement (1) 38.6 1.2 % 15.6 0.6 % Gross profit - non-GAAP 15.3 0.5 % 18.8 0.7 % ERP related expenses (3) 4.8 0.2 % — — Inventory step-up 1.3 0.0 % — — Legal settlement (1) — — 3.6 0.1 % Equity modification charge (4) — — 1.7 0.1 % Loss (gain) on sale of business (5) — — (57.1 ) -2.0 % Income from operations - non-GAAP $ 710.1 22.3 % $ 576.3 20.4 % The notes related to these numerical ticks can be found above.
Appendix A—2025 and 2024 GAAP gross profit and reconciliation · Dépôt 27/03/2026
Gross Profit Our gross profit was as follows: For the Six Months Ended June 28, 2026 June 29, 2025 Dollar/Point Change (in millions) Gross profit $ 1,575.6 $ 788.3 $ 787.3 Percent of total revenues 60.3 % 58.9 % 1.4 Gross profit as a percent of revenue increased by 1.4 points, primarily due to higher sales volume in Semiconductor Test.
MD&A—First-half 2026 gross profit and volume attribution · Dépôt 31/07/2026
Gross Profit Our gross profit was as follows: For the Three Months Ended June 28, 2026 June 29, 2025 Dollar/Point Change (in millions) Gross profit $ 794.6 $ 373.0 $ 421.6 Percent of total revenues 59.8 % 57.2 % 2.6 Gross profit as a percent of revenue increased by 2.6 points, primarily due to higher sales and product mix in Semiconductor Test.
MD&A—Second-quarter 2026 gross profit and sales/mix attribution · Dépôt 31/07/2026
Net cash (used for) provided by:
Operating activities
734.3
343.7
390.6
Investing activities
(338.6
(240.2
(98.4
(341.0
(313.6
(27.4
Effects of exchange rate changes on cash and cash equivalents
(4.0
Net increase (decrease) in cash and cash equivalents
55.8
(214.1
269.9
Net change in operating assets and liabilities, net of businesses acquired
(142.1
61.7
(203.8
Operating Activities
Operating activities during the six months ended June 28, 2026, provided cash of $734.3 million.
MD&A—First-half 2026 operating cash generation · Dépôt 31/07/2026
Investing Activities
Investing activities during the six months ended June 28, 2026, included $165.6 million used for the acquisition of businesses, $155.4 million used for the purchases of property, plant, and equipment, $48.2 million used for the purchases of marketable securities, and $10.0 million used for the purchase of investment in a business, partially offset by $29.6 million in proceeds from sales of marketable securities and $11.0 million in proceeds from maturities of marketable securities.
MD&A—First-half 2026 capital expenditure, acquisitions and investments · Dépôt 31/07/2026
Financing Activities
Financing activities during the six months ended June 28, 2026, included $200.0 million in net repayments of borrowings on the revolving credit facility, $74.2 million used for the repurchase of common stock, $41.1 million used for payment related to net settlements of employee stock compensation awards, and $40.7 million utilized for dividend payments, partially offset by $15.1 million from the issuance of common stock under employee stock purchase and stock option plans.
MD&A—First-half 2026 net debt repayment, distributions and equity-plan cash flows · Dépôt 31/07/2026
Teradyne generated $674.4 million in operating cash flow and $450 million in free cash flow(1) in 2025 and returned $785 million, or 116% of operating cash flow or 174% of free cash flow, to our shareholders through share repurchases and dividends.
Compensation Discussion and Analysis—2025 cash generation and shareholder distributions · Dépôt 27/03/2026
The purchase commitments covered by the agreements aggregate to approximately $1,781.4 million, of which $1,558.8 million is for less than one year.
Commitments and Contingencies—June 2026 purchase commitments · Dépôt 31/07/2026
| 2026 Notice of Annual Meeting & Proxy Statement | Page 41 Executive Compensation 2025 Executive Compensation Core Compensation Element Purpose Key Characteristics Base Salary • Compensates our executive officers for expected levels of day-to-day performance • Reflects expertise and scope of responsibilities in a competitive market for executive talent Annual Variable Cash Opportunity • Aligns executive officer performance with near-term financial and organizational objectives • Multiple measurable performance metrics: ▪ Including financial and organizational performance metrics • Requires significant levels of achievement before payments are earned Annual Profit Bonus Award Opportunity • Allows eligible employees to participate in our growth by encouraging performance that increases profit • Payout is based on the annual PBIT percentage (non-GAAP profit before interest and taxes) for the combined Semiconductor Test and Product Test (excluding Wireless Test) results measured against peer profitability targets • Each division excluded from the Profit Bonus Plan, including Robotics, is eligible to receive a profit-sharing or growth plan cash incentive based on certain specified financial goals Annual Performance-based RSUs • Aligns interests of executive officers with long-term shareholder interests through incentivizing PBIT and relative stock price growth over a multi-year performance period • Modifier helps align payouts with shareholder experience • Encourages retention • 50% of the performance-based RSUs vest based upon the determination of Teradyne’s TSR performance relative to the New York Stock Exchange Composite Index over a three-year performance period • 50% of the performance-based RSUs vest based on three-year cumulative PBIT Annual Time-based RSUs • Aligns interests of executive officers with long-term shareholder interests as their value is tied to stock price growth • Encourages retention • Four-year vesting subject to continued employment Stock Options • Aligns interests of executive officers with long-term shareholder interests through incentivizing long-term stock price growth as stock options only become valuable if the stock price increases from the grant date • Encourages retention • Four-year vesting subject to continued employment • Expire seven years after the applicable grant date Base Salary To align cash compensation with the competitive market, the Compensation Committee, and the independent members of the Board in the case of the Chief Executive Officer, approved increases in the 2025 base salaries for Messrs.
Executive Compensation—Existing cash and equity compensation structure · Dépôt 27/03/2026
| 2026 Notice of Annual Meeting & Proxy Statement | Page 53 Executive Compensation In January 2026, the Compensation Committee reviewed performance against the 2023 performance-based RSU targets and determined actual achievement against those targets as described below: Metric Actual Performance % of Target Achievement TSR Teradyne’s TSR percentage point gain (104.69%) minus that of the NYA Index (40.60%) was determined at the end of fiscal 2025, resulting in 64.09% 200% PBIT(1) 21.08% 73.42% Total Final Achievement 136.71% (1) See Appendix A of this proxy statement for additional information regarding the non-GAAP financial measures discussed in this Compensation Discussion and Analysis section and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
Executive Compensation—Actual 2023 performance-award achievement determined in January 2026 · Dépôt 27/03/2026
Variable Compensation Goal Description Weighting Threshold Goal Target Goal Maximum Goal Revenue Growth Two-year rolling revenue growth rate 30% -12% 2% 12% PBIT PBIT is a non-GAAP financial measure equal to GAAP income from operations excluding restructuring and other; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; non-cash convertible debt interest expense; and certain other gains and charges 20% 10% 21% 36% Vital Goals(1) Predetermined, objective, measurable, and auditable metrics which include strategic design-ins, market share gains and expansion, gross margin and bookings goals, new product introductions, releases and adoptions, engineering project milestones, cost controls and growth targets 50% N/A N/A N/A (1) Teradyne is not disclosing the specific performance target levels for these goals in this Compensation Discussion and Analysis section because they represent confidential, commercially sensitive information that Teradyne does not disclose to the public and it believes, if disclosed, would cause competitive harm.
Executive Compensation—Variable compensation metrics and undisclosed Vital Goal targets · Dépôt 27/03/2026
| 2026 Notice of Annual Meeting & Proxy Statement | Page 56 Executive Compensation NAME OF PLAN MATERIAL FEATURES RATIONALE Continued Retirement Vesting • If a named executive officer retires (or otherwise terminates due to death or a termination without cause) after at least 10 years of service and having reached the age of 60, then performance-based RSUs will vest on the third anniversary of the date of grant based on actual performance at the end of the performance period (provided any performance-based RSUs awarded less than 365 days prior to the date of termination will be prorated based on the number of days the named executive officer was employed by Teradyne during the 365 day period) • Pursuant to an Executive Retirement Policy adopted by the Board in January 2024 (the “Executive Retirement Policy”), if a named executive officer retires after reaching the age of 65 and has at least 10 years of service to Teradyne, then unvested time-based RSUs and unvested stock options granted will continue to vest (provided any time-based awards awarded less than 365 days prior to the date of termination will be prorated based on the number of days the named executive officer was employed by Teradyne during the 365 day period) and any vested stock options (including those that become vested pursuant to the Executive Retirement Policy) may be exercised for the remainder of the generally applicable term of such option, which in all cases is no later than 7 years from the date of grant • Continued vesting following retirement or termination, other than for cause, is subject to the named executive officer’s continued compliance with any post-employment obligations to Teradyne • Preserves morale and productivity and encourages long-term retention of our executive officers • Retirement vesting is consistent with competitive market practice • Performance awards only pay out based on actual performance, consistent with governance best practices Other Benefits TYPE OF PLAN MATERIAL FEATURES RATIONALE 401(k) Plan In the U.S., Teradyne maintains the Teradyne, Inc.
Executive Compensation—Adopted continued retirement vesting provisions · Dépôt 27/03/2026
For the second consecutive quarter, our Semiconductor Test segment revenue, driven primarily by sustained demand in Artificial Intelligence (“AI”) applications across both compute and memory markets, hit a new record high.
MD&A—Second consecutive Semiconductor Test revenue record and AI demand attribution · Dépôt 31/07/2026
Within Product Test Group, revenue increased 26% year over year and 33% sequentially, reflecting broad-based growth across multiple markets and applications.
MD&A—Product Test year-over-year and sequential revenue growth · Dépôt 31/07/2026
Eight out of nine directors on Teradyne's Board are independent, including the Board Chair, under Nasdaq and SEC standards.
Corporate Governance—Eight independent directors and independent chair · Dépôt 27/03/2026
2025 Average Board and Committee Meeting Attendance 97.78% Teradyne, Inc.
Corporate Governance—Actual 2025 board and committee meeting attendance · Dépôt 27/03/2026
Our Board has adopted a written Related‑Party Transactions Policy that requires the Audit Committee to review and approve or ratify any transaction in which the Company participates and a “Related Person” has a direct or indirect material interest, as defined under Item 404(a) of Regulation S‑K (generally transactions exceeding $120,000).
Related Party Transactions—Adopted Audit Committee review policy · Dépôt 27/03/2026
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm All audit-related fees, tax fees and all other fees, as described in the table above, were approved by the Audit Committee.
Principal Accountant Fees—Actual Audit Committee approval of non-audit services · Dépôt 27/03/2026
PwC, or its predecessor Coopers & Lybrand L.L.P., has served as Teradyne’s independent registered public accounting firm since 1968.
Audit Oversight—Independent auditor tenure · Dépôt 27/03/2026
D. ACQUISITIONS MultiLane Test Products On April 8, 2026, Teradyne and HTP Holding SAL (“MultiLane”) formed a joint venture, MultiLane Test Products Holding LLP (“MLTP”), in which Teradyne holds a controlling 75% ownership interest, with the remaining 25% attributable to noncontrolling interests, for a total purchase price of $157.8 million, subject to customary post-closing adjustments.
Acquisitions—Completed April 2026 MLTP transaction · Dépôt 31/07/2026
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.
Acquisitions—Expected MLTP market opportunity · Dépôt 31/07/2026
