TER 10-Q Quarterly Report Sept. 28, 2025

TERADYNE, INC

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10-Q

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 28, 2025


☐	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 27, 2025, was 156,608,303 sh ares.

TERADYNE, INC.

INDEX


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	1

	Condensed Consolidated Balance Sheets as of September 28, 2025, and December 31, 2024	1
	f
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 28, 2025, and September 29, 2024	2

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 28, 2025, and September 29, 2024	3

	Condensed Statements of Shareholders’ Equity for the Three and Nine Months Ended September 28, 2025, and September 29, 2024	4
	d
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 28, 2025, and September 29, 2024	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41

Item 4.	Controls and Procedures	41

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	44

Item 6.	Exhibits	45

PART I

Item 1: Financial Statements

TERADYNE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 28, 2025		December 31, 2024
	(in thousands, except per share amount)
ASSETS
Current assets:
Cash and cash equivalents	$	272,700	$	553,354
Marketable securities		25,017		46,312
Accounts receivable, less allowance for credit losses of $ 1,886 and $ 2,111 at September 28, 2025 and December 31, 2024, respectively		593,800		471,426
Inventories, net		366,752		298,492
Prepayments		469,240		429,086
Other current assets		22,649		17,727
Total current assets		1,750,158		1,816,397
Property, plant and equipment, net		569,939		508,171
Operating lease right-of-use assets, net		62,442		70,185
Marketable securities		129,658		124,121
Deferred tax assets		253,455		222,438
Retirement plans assets		12,702		11,994
Equity method investment		538,001		494,494
Other assets		73,118		49,620
Acquired intangible assets, net		54,708		15,927
Goodwill		519,550		395,367
Total assets	$	3,963,731	$	3,708,714
LIABILITIES
Current liabilities:
Accounts payable	$	227,850	$	134,792
Accrued employees’ compensation and withholdings		203,850		204,991
Deferred revenue and customer advances		133,050		107,710
Other accrued liabilities		138,717		90,777
Operating lease liabilities		19,026		18,699
Short-term debt		200,000		—
Income taxes payable		72,496		67,610
Total current liabilities		994,989		624,579
Retirement plans liabilities		142,680		133,338
Long-term deferred revenue and customer advances		43,887		40,505
Deferred tax liabilities		6,890		1,038
Long-term other accrued liabilities		8,285		7,442
Long-term operating lease liabilities		49,725		57,922
Long-term incomes taxes payable		—		24,596
Total liabilities		1,246,456		889,420
Commitments and contingencies (Note S)
SHAREHOLDERS’ EQUITY
Common stock, $ 0.125 par value, 1,000,000 shares authorized; 157,245 and 161,722 shares issued and outstanding at September 28, 2025, and December 31, 2024, respectively		19,656		20,215
Additional paid-in capital		1,973,415		1,909,538
Accumulated other comprehensive loss (gain)		37,422		( 81,220	)
Retained earnings		686,782		970,761
Total shareholders’ equity		2,717,275		2,819,294
Total liabilities and shareholders’ equity	$	3,963,731	$	3,708,714

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, 2024, 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 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
	(in thousands, except per share amount)						(in thousands, except per share amount)
Revenues:
Products	$	632,104		$	612,871		$	1,716,718		$	1,668,181
Services		137,106			124,427			389,969			398,815
Total revenues		769,210			737,298			2,106,687			2,066,996
Cost of revenues:
Cost of products		270,634			253,129			727,198			704,129
Cost of services		49,270			47,655			141,834			161,228
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)		319,904			300,784			869,032			865,357
Gross profit		449,306			436,514			1,237,655			1,201,639
Operating expenses:
Selling and administrative		169,144			157,649			484,182			461,307
Engineering and development		124,760			117,474			361,331			332,489
Acquired intangible assets amortization		3,514			4,748			11,820			14,108
Restructuring and other		6,585			4,578			23,472			11,018
Gain on sale of business		—			—			—			( 57,486	)
Total operating expenses		304,003			284,449			880,805			761,436
Income from operations		145,303			152,065			356,850			440,203
Non-operating (income) expense:
Interest income		( 3,191	)		( 5,076	)		( 12,618	)		( 19,658	)
Interest expense		1,309			808			2,909			2,998
Other (income) expense, net		( 915	)		( 2,651	)		2,875			5,574
Income before income taxes and equity in net earnings of affiliate		148,100			158,984			363,684			451,289
Income tax provision		23,344			12,260			50,148			54,095
Income before equity in net earnings of affiliate		124,756			146,724			313,536			397,194
Equity in net earnings of affiliate		( 5,198	)		( 1,075	)		( 16,709	)		( 1,075	)
Net income	$	119,558		$	145,649		$	296,827		$	396,119
Net income per common share:
Basic	$	0.75		$	0.89		$	1.85		$	2.51
Diluted	$	0.75		$	0.89		$	1.85		$	2.42
Weighted average common shares—basic		158,595			163,002			160,021			157,951
Weighted average common shares—diluted		159,097			164,253			160,409			163,357

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
	(in thousands)						(in thousands)
Net income	$	119,558		$	145,649		$	296,827		$	396,119
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $ 0 , $ 0 , $ 0 , and $ 0 , respectively		( 4,351	)		37,838			117,966			22,751
Available-for-sale marketable securities:
Unrealized (losses) gains on marketable securities arising during period, net of tax of $ 201 , $ 609 , $ 316 , and $ 205 , respectively		739			2,507			1,324			885
Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $ 0 , $( 2 ), $ 27 , $ 24 , respectively		—			( 7	)		89			86
		739			2,500			1,413			971
Cash flow hedges:
Unrealized (losses) gains arising during period, net of tax of $ 0 , $( 73 ), $( 109 ), and $ 285 , respectively		—			( 260	)		( 381	)		1,014
Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $ 0 , $ 0 , $( 100 ), and $( 500 ), respectively		—			—			( 350	)		( 1,780	)
		—			( 260	)		( 731	)		( 766	)
Defined benefit post-retirement plan:
Amortization of prior service credit, net of tax of $ 0 , $ 0 , $( 1 ), and $( 1 ), respectively		( 2	)		( 2	)		( 6	)		( 6	)
Other comprehensive income (loss)		( 3,614	)		40,076			118,642			22,950
Comprehensive income	$	115,944		$	185,725		$	415,469		$	419,069

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


	Shareholders' Equity
	Common Stock Shares			Common Stock Par Value			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Shareholders’ Equity
	(in thousands)
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
Net issuance of common stock under stock-based plans		206			26			14,958									14,984
Stock-based compensation expense								16,956									16,956
Repurchase of common stock		( 2,171	)		( 271	)								( 248,640	)		( 248,911	)
Cash dividends ($ 0.12 per share)														( 18,999	)		( 18,999	)
Net income														119,558			119,558
Other comprehensive income (loss)											( 3,614	)					( 3,614	)
Balance, September 28, 2025		157,245		$	19,656		$	1,973,415		$	37,422		$	686,782		$	2,717,275
For the Three Months Ended September 29, 2024
Balance, June 30, 2024		161,802		$	20,225		$	1,865,351		$	( 44,104	)	$	889,340		$	2,730,812
Net issuance of common stock under stock-based plans		130			17			14,966									14,983
Stock-based compensation expense								15,999									15,999
Warrant exercises		1,223			153			( 155	)								( 2	)
Repurchase of common stock		( 196	)		( 25	)								( 25,376	)		( 25,401	)
Cash dividends ($ 0.12 per share)														( 19,574	)		( 19,574	)
Net income														145,649			145,649
Other comprehensive income (loss)											40,076						40,076
Balance, September 29, 2024		162,959		$	20,370		$	1,896,161		$	( 4,028	)	$	990,039		$	2,902,542


	Shareholders' Equity
	Common Stock Shares			Common Stock Par Value			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Shareholders’ Equity
	(in thousands)
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
Net issuance of common stock under stock-based plans		655			82			14,741									14,823
Stock-based compensation expense								49,136									49,136
Repurchase of common stock		( 5,132	)		( 641	)								( 523,208	)		( 523,849	)
Cash dividends ($ 0.36 per share)														( 57,598	)		( 57,598	)
Net income														296,827			296,827
Other comprehensive income (loss)											118,642						118,642
Balance, September 28, 2025		157,245		$	19,656		$	1,973,415		$	37,422		$	686,782		$	2,717,275
For the Nine Months Ended September 29, 2024
Balance, December 31, 2023		152,698		$	19,087		$	1,827,274		$	( 26,978	)	$	706,514		$	2,525,897
Net issuance of common stock under stock-based plans		720			91			23,340									23,431
Stock-based compensation expense								46,817									46,817
Warrant exercises		10,036			1,254			( 1,270	)								( 16	)
Repurchase of common stock		( 495	)		( 62	)								( 55,630	)		( 55,692	)
Cash dividends ($ 0.36 per share)														( 56,964	)		( 56,964	)
Net income														396,119			396,119
Other comprehensive income (loss)											22,950						22,950
Balance, September 29, 2024		162,959		$	20,370		$	1,896,161		$	( 4,028	)	$	990,039		$	2,902,542

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended
	September 28, 2025			September 29, 2024
	(in thousands)
Cash flows from operating activities:
Net income	$	296,827		$	396,119
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Depreciation		79,484			74,480
Stock-based compensation		47,561			45,267
Equity in net earnings of affiliate		16,709			1,075
Losses (gains) on investments		( 4,722	)		10,139
Provision for excess and obsolete inventory		19,175			15,516
Amortization		12,723			14,133
Gain on sale of business		—			( 57,486	)
Deferred taxes		( 29,100	)		( 26,261	)
Retirement plan losses (gains)		( 673	)		( 2,512	)
Other		3,344			( 5,041	)
Changes in operating assets and liabilities, net of businesses acquired:
Accounts receivable		( 111,787	)		( 65,266	)
Inventories		( 34,618	)		11,127
Prepayments and other assets		( 22,599	)		61,438
Accounts payable and other liabilities		121,447			( 63,666	)
Deferred revenue and customer advances		25,652			3,624
Retirement plans contributions		( 6,986	)		( 4,169	)
Income taxes		( 19,661	)		( 18,898	)
Net cash provided by operating activities		392,776			389,619
Cash flows from investing activities:
Purchases of property, plant and equipment		( 161,121	)		( 140,710	)
Acquisition of businesses, net of cash acquired		( 144,380	)		—
Purchase of investment in a business		( 25,519	)		( 527,060	)
Purchases of marketable securities		( 27,465	)		( 35,097	)
Proceeds from the sale of a business, net of cash and cash equivalents sold		—			90,348
Proceeds from maturities of marketable securities		41,621			33,163
Proceeds from sales of marketable securities		9,172			23,600
Proceeds from insurance		—			873
Net cash used for investing activities		( 307,692	)		( 554,883	)
Cash flows from financing activities:
Proceeds from borrowings on revolving credit facility		200,000			185,000
Repayments of borrowings on revolving credit facility		—			( 185,000	)
Dividend payments		( 57,574	)		( 56,936	)
Repurchase of common stock		( 518,658	)		( 55,053	)
Payments related to net settlement of employee stock compensation awards		( 15,254	)		( 13,833	)
Issuance of common stock under stock purchase and stock option plans		30,076			37,265
Net cash used for financing activities		( 361,410	)		( 88,557	)
Effects of exchange rate changes on cash and cash equivalents		( 4,328	)		6,286
Decrease in cash and cash equivalents		( 280,654	)		( 247,535	)
Cash and cash equivalents at beginning of period		553,354			757,571
Cash and cash equivalents at end of period	$	272,700		$	510,036
Non-cash investing activities:
Capital expenditures incurred but not yet paid:	$	7,821		$	3,679

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, wireless, automotive, industrial, computing, communications, and aerospace and defense 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. In the first quarter of 2025, Teradyne identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025. Teradyne’s automated test equipment and robotics products and services include:

•

semiconductor test (“Semiconductor Test”) systems;

•

robotics (“Robotics”) products; and

•

product test ("Product Test") systems, which include defense/aerospace ("Defense/Aerospace") test instrumentation and systems, circuit-board test and inspection ("Production Board Test") systems, wireless test systems ("Wireless Test"), and photonic integrated circuit ("PIC") test solutions.

B. ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated interim financial statements include the accounts of Teradyne and its wholly owned subsidiaries. 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, 2024, 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 20, 2025, for the year ended December 31, 2024 .

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.

C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2023-09 – “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” , which requires expanded disclosures relating to the tax rate reconciliation, income taxes paid, income (loss) before income tax expense (benefit) and income tax expense (benefit), requiring a greater disaggregation of information for each. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. Teradyne will apply the amendments in this update on a prospective basis. This ASU will have no impact on results of operations, cash flows or financial condition.

In November 2024, the FASB issued 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 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.

In July 2025, the FASB issued ASU 2025-05 - "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets" , which introduces a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The practical expedient permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. Teradyne is currently evaluating the impact of this new standard and does not expect a material impact on its financial statements and related disclosures .

D. ACQUISITIONS

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 approximately $ 127.2 million , subject to customary working capital adjustments. 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. Teradyne's estimates and assumptions used in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date) as a result of additional information obtained with regards to facts and circumstances that existed as of the acquisition date. The results of Quantifi 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	$	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
Trademarks and tradenames		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 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 Three Months Ended September 29, 2024
Timing of Revenue Recognition
Point in Time		$	323,507	$	143,581	$	20,771	$	86,672	$	64,305	$	638,836
Over Time			68,848		6,798		5,013		1,979		15,824		98,462
Total		$	392,355	$	150,379	$	25,784	$	88,651	$	80,129	$	737,298
Geographical Market
Asia Pacific		$	364,476	$	137,890	$	23,844	$	13,833	$	29,775	$	569,818
Americas			17,150		1,325		1,940		40,775		43,494		104,684
Europe, Middle East and Africa			10,729		11,164		—		34,043		6,860		62,796
Total		$	392,355	$	150,379	$	25,784	$	88,651	$	80,129	$	737,298

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

For the Nine Months Ended September 29, 2024
Timing of Revenue Recognition
Point in Time		$	896,635	$	367,679	$	49,868	$	260,072	$	189,987	$	1,764,241
Over Time			211,612		21,626		15,784		6,480		47,253		302,755
Total		$	1,108,247	$	389,305	$	65,652	$	266,552	$	237,240	$	2,066,996
Geographical Market
Asia Pacific		$	1,016,674	$	357,993	$	61,014	$	48,615	$	86,079	$	1,570,375
Americas			59,912		13,631		4,638		110,415		116,799		305,395
Europe, Middle East and Africa			31,661		17,681		—		107,522		34,362		191,226
Total		$	1,108,247	$	389,305	$	65,652	$	266,552	$	237,240	$	2,066,996

Contract Balances

During the three and nine months ended September 28, 2025, Teradyne recognized $ 14.2 million and $ 64.8 million, respectively, that was included within the deferred revenue and customer advances balances at the beginning of the period. During the three and nine months ended September 29, 2024, Teradyne recognized $ 13.4 million and $ 60.2 million, respectively, that was 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 28, 2025, Teradyne had $ 1,744.4 million of unsatisfied performance obligations. Teradyne expects to recognize approximately 89 % of the remaining performance obligations in the next 12 months and the remainder in 1 - 3 years.

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 28, 2025		December 31, 2024
	(in thousands)
Maintenance, service and training	$	57,606	$	58,473
Customer advances, undelivered elements and other		68,316		48,118
Extended warranty		51,015		41,624
Total deferred revenue and customer advances	$	176,937	$	148,215

Accounts Receivable

During the three and nine months ended September 28, 2025, and September 29, 2024, Teradyne sold certain trade accounts receivables on a non-recourse basis to third-party financial institutions pursuant to factoring agreements. During the three months ended September 28, 2025, and September 29, 2024, total trade accounts receivable sold under the factoring agreements were $ 14.4 million and $ 36.1 million, respectively. During the nine months ended September 28, 2025, and September 29, 2024, total trade accounts receivable sold under the factoring agreements were $ 37.5 million and $ 116.8 million, respectively. Factoring fees for the sales of receivables were recorded in interest expense and were not material. Teradyne accounted for these transactions as sales of receivables and presented cash proceeds as cash provided by operating activities in the condensed consolidated statements of cash flows.

F. EQUITY METHOD INVESTMENT

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 carrying value of this equity method investment as of September 28, 2025, was $ 538.0 million and $ 494.5 million as of December 31, 2024 in the condensed consolidated balance sheets. For the three months ended September 28, 2025, Teradyne recorded a $ 5.2 million loss related to equity in net earnings of affiliate and a $ 2.2 million loss in other comprehensive income (loss) related to investment. For the nine months ended September 28, 2025, Teradyne recorded a $ 16.7 million loss related to equity in net earnings of affiliate and an income of $ 60.2 million of other comprehensive income (loss) related to the equity method investment. For the three and nine months ended September 29, 2024, Teradyne recorded a loss of $ 1.1 million of equity in net earnings of affiliate and income of $ 15.4 million in other comprehensive income (loss) related this investment.

Based on the quoted closing price of Technoprobe stock as of September 28, 2025, the fair value of the publicly traded investment was $ 638.2 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. DISPOSITIONS

On May 27, 2024, Teradyne completed the sale of the Device Interface Solutions ("DIS") business, a component of the Semiconductor Test segment, to Technoprobe for $ 85.0 million in cash, net of cash and cash equivalents sold, and a customary working capital adjustment. The sale resulted in a pre-tax gain of $ 57.1 million recorded as 'Gain on sale of business' in the condensed consolidated statement of operations. The transaction did not meet the criteria to be classified as a discontinued operation, as it did not represent a strategic shift that will have a major effect on operations and financial results.

H. INVENTORIES

Inventories, net consisted of the following at September 28, 2025, and December 31, 2024:


	September 28, 2025		December 31, 2024
	(in thousands)
Raw material	$	267,105	$	225,915
Work-in-process		57,050		41,964
Finished goods		42,597		30,613
Total inventories, net	$	366,752	$	298,492

Inventory reserves at September 28, 2025, and December 31, 2024, were $ 146.0 million and $ 141.4 million, respectively.

I. 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 second 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 28, 2025, and September 29, 2024, 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 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
	(in millions)				(in millions)
Realized gains and losses included in 'Other (income) expense, net' in the condensed consolidated statement of operations
Realized gains	$	0.7	$	0.8	$	1.8	$	2.1
Realized losses		—		—		1.3		0.3

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		3.1		2.2		7.4		5.4
Unrealized losses on equity securities		0.1		—		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 28, 2025, and December 31, 2024.


	September 28, 2025
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(in thousands)
Assets
Cash	$	180,730	$	—	$	—	$	180,730
Cash equivalents		91,970		—		—		91,970
Available-for-sale securities:
U.S. Treasury securities		—		44,759		—		44,759
Corporate debt securities		—		36,748		—		36,748
Debt mutual funds		14,766		—		—		14,766
Certificates of deposit and time deposits		—		1,613		—		1,613
U.S. government agency securities		—		1,098		—		1,098
Non-U.S. government securities		—		937		—		937
Equity securities:
Mutual funds		54,754		—		—		54,754
	$	342,220	$	85,155	$	—	$	427,375
Derivative assets		—		310		—		310
Total	$	342,220	$	85,465	$	—	$	427,685
Liabilities
Derivative liabilities		—		1,129		—	$	1,129
Total	$	—	$	1,129	$	—	$	1,129

Reported as follows:
	(Level 1)		(Level 2)		(Level 3)		Total
	(in thousands)
Assets
Cash and cash equivalents	$	272,700	$	—	$	—	$	272,700
Long-term marketable securities		69,520		60,138		-		129,658
Marketable securities		—		25,017		—		25,017
Prepayments		—		310		—		310
Total	$	342,220	$	85,465	$	—	$	427,685
Liabilities
Other current liabilities	$	—	$	1,129	$	—	$	1,129
Total	$	—	$	1,129	$	—	$	1,129


	December 31, 2024
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(in thousands)
Assets
Cash	$	261,176	$	—	$	—	$	261,176
Cash equivalents		283,037		9,141		—		292,178
Available-for-sale securities:
U.S. Treasury securities		—		44,942		—		44,942
Corporate debt securities		—		35,696		—		35,696
Certificates of deposit and time deposits		—		21,689		—		21,689
Debt mutual funds		8,951		—		—		8,951
U.S. government agency securities		—		3,970		—		3,970
Non-U.S. government securities		—		773		—		773
Equity securities:
Mutual Funds		54,412		—		—		54,412
	$	607,576	$	116,211	$	—	$	723,787
Derivative assets		—		1,665		—		1,665
Total	$	607,576	$	117,876	$	—	$	725,452
Liabilities
Derivative liabilities		—		1,324		—		1,324
Total	$	—	$	1,324	$	—	$	1,324

Reported as follows:
	(Level 1)		(Level 2)		(Level 3)		Total
	(in thousands)
Assets
Cash and cash equivalents	$	544,213	$	9,141	$	—	$	553,354
Marketable securities		—		46,312		—		46,312
Long-term marketable securities		63,363		60,758		—		124,121
Prepayments		—		1,665		—		1,665
Total	$	607,576	$	117,876	$	—	$	725,452
Liabilities
Other current liabilities	$	—	$	1,324	$	—	$	1,324
Total	$	—	$	1,324	$	—	$	1,324

The carrying amounts and fair values of Teradyne’s financial instruments at September 28, 2025, and December 31, 2024, were as follows:


	September 28, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Assets
Cash and cash equivalents	$	272,700	$	272,700	$	553,354	$	553,354
Marketable securities		154,675		154,675		170,433		170,433
Derivative assets		310		310		1,665		1,665
Liabilities
Derivative liabilities		1,129		1,129		1,324		1,324

The fair values of accounts receivable, net and accounts payable approximate the carrying value due to the short-term nature of these instruments.

The following table summarizes the composition of available-for-sale marketable securities at September 28, 2025:


	September 28, 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	$	49,271	$	63	$	( 4,575	)	$	44,759	$	21,338
Corporate debt securities		40,281		280		( 3,813	)		36,748		24,216
Debt mutual funds		14,945		—		( 179	)		14,766		2,972
Certificates of deposit and time deposits		1,613		—		—			1,613		—
U.S. government agency securities		1,098		—		—			1,098		1,098
Non-U.S. government securities		937		—		—			937		—
	$	108,145	$	343	$	( 8,567	)	$	99,921	$	49,624

Reported as follows:


	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses
	(in thousands)
Marketable securities	$	25,012	$	25	$	( 20	)	$	25,017	$	6,517
Long-term marketable securities		83,133		318		( 8,547	)		74,904		43,107
	$	108,145	$	343	$	( 8,567	)	$	99,921	$	49,624

The following table summarizes the composition of available-for-sale marketable securities at December 31, 2024:


	December 31, 2024
	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	$	49,879	$	14	$	( 4,951	)	$	44,942	$	30,530
Corporate debt securities		40,395		79		( 4,778	)		35,696		27,824
Certificates of deposit and time deposits		21,689		—		—			21,689		—
Debt mutual funds		9,299		—		( 348	)		8,951		3,238
U.S. government agency securities		3,966		5		( 1	)		3,970		1,946
Non-U.S. government securities		773		—		—			773		—
	$	126,001	$	98	$	( 10,078	)	$	116,021	$	63,538

Reported as follows:


	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses
	(in thousands)
Marketable securities	$	46,349	$	16	$	( 53	)	$	46,312	$	10,454
Long-term marketable securities		79,652		82		( 10,025	)		69,709		53,084
	$	126,001	$	98	$	( 10,078	)	$	116,021	$	63,538

As of September 28, 2025, the fair market value of investments with unrealized losses less than one year and greater than one year totaled $ 11.8 million and $ 37.8 million, respectively. As of December 31, 2024, the fair market value of investments with unrealized losses for less than one year and greater than one year totaled $ 22.6 million and $ 40.9 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 28, 2025, and December 31, 2024, were not other than temporary.

The contractual maturities of investments in available-for-sale securities held at September 28, 2025, were as follows:


	September 28, 2025
	Cost		Fair Market Value
	(in thousands)
Due within one year	$	25,012	$	25,017
Due after 1 year through 5 years		24,346		24,202
Due after 5 years through 10 years		8,575		8,683
Due after 10 years		35,267		27,253
Total	$	93,200	$	85,155

Contractual maturities of investments in available-for-sale securities held at September 28, 2025, exclude debt mutual funds with a fair market value of $ 14.8 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 date.

Teradyne does not use derivative financial instruments for speculative purposes.

At September 28, 2025, and December 31, 2024, 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 28, 2025		December 31, 2024
	(in millions)
Currency Hedged (Buy/Sell)
U.S. dollar/Taiwan dollar		24.9		14.5
U.S. dollar/Japanese yen		8.7		12.6
U.S. dollar/Danish krone		7.0		—
U.S. dollar/Korean won		4.0		4.2
U.S. dollar/British pound sterling		1.8		1.2
Singapore dollar/U.S. dollar		48.1		28.9
Euro/U.S. dollar		16.9		22.3
Danish krone/Chinese yuan		10.3		10.5
Philippine peso/U.S. dollar		1.8		9.4
Chinese yuan/U.S. dollar		0.9		1.6
Danish krone/U.S. dollar		0.8		16.9
Total	$	125.2	$	122.1

The fair value of the outstanding contracts was a net loss of $ 0.8 million and a net loss of $ 0.6 million at September 28, 2025, and December 31, 2024, 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 28, 2025, and December 31, 2024, 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 28, 2025		December 31, 2024
	(in millions)
Currency Hedged (Buy/Sell)
U.S. dollar/Japanese yen	$	—	$	15.6
Total	$	—	$	15.6

The fair value of the outstanding cash flow hedge contracts was a gain of $ 0.9 million at December 31, 2024.

Unrealized gains and losses on foreign currency cash flow hedge contracts are included in accumulated other comprehensive income (loss). At maturity, the gains or losses associated with cash flow hedge contracts are recorded to revenue.

On November 7, 2023, in connection with Teradyne's agreement to acquire a 10 % investment in Technoprobe, Teradyne purchased a call option to buy 481.0 million Euros. The expiration date of the option was April 26, 2024 . On April 12, 2024, Teradyne entered into a forward to buy 481.0 million Euros which expired on May 23, 2024 . For the nine months ended September 29, 2024 , a realized loss of $ 9.8 million was recorded in 'Other (income) expense, net' in the condensed consolidated statement of operations.

The following table summarizes the fair value of derivative instruments as of September 28, 2025, and December 31, 2024:


	Balance Sheet Location	September 28, 2025			December 31, 2024
		(in thousands)
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets		310			725
Foreign exchange forward contracts	Other current liabilities		( 1,129	)		( 1,324	)
Derivatives designated as hedging instruments:
Foreign exchange forward contracts	Other current assets		—			940
Total derivatives		$	( 819	)	$	341

The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three and nine months ended September 28, 2025, and September 29, 2024:


		For the Three Months Ended				For the Nine Months Ended
	Location of (Gains) Losses Recognized in Statement of Operations	September 28, 2025		September 29, 2024		September 28, 2025			September 29, 2024
		(in thousands)				(in thousands)
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts (1)	Other (income) expense, net	$	218	$	4,829	$	174		$	686
Foreign exchange option contracts	Other (income) expense, net		—		—		—			9,764
Derivatives designated as hedging instruments:
Foreign exchange forward and option contracts	Revenue		—		—		( 449	)		( 2,280	)
Total Derivatives		$	218	$	4,829	$	( 275	)	$	8,170

(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 28, 2025, net losses from remeasurement of monetary assets and liabilities denominated in foreign currencies were $ 2.8 million and $ 6.2 million, respectively. For the three and nine months ended September 29, 2024, net losses (gains) from remeasurement of monetary assets and liabilities denominated in foreign currencies were $ ( 2.9 ) million and $ 3.1 million, respectively.

See Note J: “Debt” regarding derivatives related to the convertible senior notes.

J. DEBT

Convertible Senior Notes

On December 12, 2016, Teradyne completed a private offering of $ 460.0 million aggregate principal amount of 1.25 % convertible senior unsecured notes (the “Notes”). The Notes matured on December 15, 2023.

Concurrent with the offering of the Notes, Teradyne entered into convertible note hedge transactions (the “Note Hedge Transactions”) with the initial purchasers or their affiliates (the “Option Counterparties”). The Note Hedge Transactions covered, subject to customary anti-dilution adjustments, the number of shares of the common stock that underlie the Notes. Separately and concurrent with the pricing of the Notes, Teradyne entered into warrant transactions with the Option Counterparties (the “Warrant Transactions”) in which it sold net-share-settled (or, at its election subject to certain conditions, cash-settled) warrants to the Option Counterparties. The Warrant Transactions, which began expiring on March 18, 2024 , and continued to expire through July 10, 2024 , covered, subject to customary anti-dilution adjustments, ap proximately 1.3 million shares of common stock. During the three and nine months ended September 29, 2024, 1.3 million and 14.7 million warrants expired, resulting in the issuance of 1.2 million and 10.0 million shares of Teradyne common stock, respectively.

Revolving Credit Facility

On May 1, 2020, Teradyne entered into a credit agreement (the “Credit Agreement”) with Truist Bank, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provided for a three-year , senior secured revolving credit facility of $ 400.0 million (the “Credit Facility”).

On December 10, 2021, the Credit Agreement was amended to extend the maturity date of the Credit Facility to December 10, 2026. On October 5, 2022, the Credit Agreement was amended to increase the amount of the Credit Facility to $ 750.0 million from $ 400.0 million. On November 7, 2023, the Credit Agreement was amended to allow for the purchase of the shares of Technoprobe.

The Credit Agreement provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders the available incremental amount under the Credit Facility, not to exceed the greater of $ 200.0 million or 15 % of consolidated EBIDTA. The interest rate applicable to loans under the Credit Facility are, at Teradyne’s option, equal to either a base rate plus a margin ranging from 0.00 % to 0.75 % per annum or SOFR plus a margin ranging from 1.10 % to 1.85 % per annum, based on the consolidated leverage ratio of Teradyne. In addition, Teradyne will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.15 % to 0.25 % per annum, based on the then applicable consolidated leverage ratio.

Teradyne is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Teradyne is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary SOFR breakage costs.

The Credit Agreement contains customary events of default, representations, warranties and affirmative and negative covenants that, among other things, limit Teradyne’s ability to sell assets, grant liens on assets, incur other secured indebtedness and make certain investments and restricted payments, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Teradyne to satisfy two financial ratios measured as of the end of each fiscal quarter: a consolidated leverage ratio and an interest coverage ratio.

The Credit Facility is guaranteed by certain of Teradyne’s domestic subsidiaries and collateralized by assets of Teradyne and such subsidiaries, including a pledge of 65 % of the capital stock of certain foreign subsidiaries.

On May 16, 2024, Teradyne borrowed $ 185.0 million under the Credit Agreement to support the acquisition of 10 % of the issued and outstanding shares of Technoprobe. Teradyne fully repaid its borrowings on the revolving credit facility during the second quarter of 2024.

On September 4, 2025, and September 19, 2025, Teradyne borrowed a combined $ 200.0 million under the Credit Agreement to support the upcoming ramp for Semiconductor Test and the strategy to return cash to shareholders through share repurchases, dividends, and inorganic growth opportunities. The average interest rate on the borrowings is 5.29 %. As of September 28, 2025, Teradyne has not paid any interest on its outstanding balance from the Credit Facility.

The company accounts for this arrangement under ASC 470 Debt. All borrowings are recorded as short-term or long-term debt in the condensed consolidated balance sheet in accordance with Teradyne's ability and intent to repay the debt, as well as the contractual due date. When amounts are drawn on the revolver, interest is accrued and recognized within other accrued liabilities in the condensed consolidated balance sheet and expensed within Other (income) expense, net within the condensed consolidated statement of operations.

As of October 30, 2025, Teradyne has $ 250.0 million outstanding from the Credit Facility, and Teradyne was in compliance with all covenants under the Credit Agreement.

K. PREPAYMENTS

Prepayments consist of the following:


	September 28, 2025		December 31, 2024
	(in thousands)
Contract manufacturer and supplier prepayments	$	404,485	$	365,875
Prepaid maintenance and other services		18,324		22,176
Prepaid taxes		14,595		22,211
Other prepayments		31,836		18,824
Total prepayments	$	469,240	$	429,086

L. 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 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
	(in thousands)						(in thousands)
Balance at beginning of period	$	12,238		$	15,244		$	12,962		$	15,698
Accruals for warranties issued during the period		5,038			2,149			15,194			8,331
Accruals related to pre-existing warranties		( 255	)		( 545	)		( 1,177	)		( 1,513	)
Settlements made during the period		( 3,881	)		( 2,990	)		( 13,839	)		( 8,658	)
Balance at end of period	$	13,140		$	13,858		$	13,140		$	13,858

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 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
	(in thousands)						(in thousands)
Balance at beginning of period	$	46,751		$	33,512		$	41,624		$	34,897
Deferral of new extended warranty revenue		10,573			9,714			28,216			22,316
Recognition of extended warranty deferred revenue		( 6,309	)		( 4,297	)		( 18,825	)		( 18,284	)
Balance at end of period	$	51,015		$	38,929		$	51,015		$	38,929

M. 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”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). Teradyne’s three-year TSR performance is measured against the New York Stock Exchange (“NYSE”) Composite Index. 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 to the date described in the retirement provisions below.

PRSUs granted to Teradyne’s executive officers 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; 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 executive officers 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 executive officer 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 executive officer 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 Retirem ent 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 28, 2025, and September 29, 2024, Teradyne granted 0.6 million and 0.6 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $ 111.72 and $ 95.98 , respectively, and less than 0.1 million and 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $ 79.78 and $ 120.38 , respectively.

During the nine months ended September 28, 2025, and September 29, 2024, Teradyne granted 0.1 million and 0.1 million of PBIT PRSUs with a weighted average grant date fair value of $ 106.44 and $ 94.51 , respectively.

During the nine months ended September 28, 2025, and September 29, 2024, Teradyne granted 0.1 million and 0.1 million of TSR PRSUs, with a weighted average grant date fair value of $ 107.44 and $ 102.51 , respectively. The grant date fair value was estimated using the Monte Carlo simulation model with the following assumptions:


	For the Nine Months Ended
	September 28, 2025			September 29, 2024
Risk-free interest rate		4.1	%		3.9	%
Teradyne volatility-historical		41.8	%		42.4	%
NYSE Composite Index volatility-historical		14.6	%		15.6	%
Dividend yield		0.4	%		0.5	%

Expected volatility was based on the historical volatility of Teradyne’s stock and the NYSE Composite Index 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 $ 0.48 per share divided by Teradyne’s stock price on the grant dates, which have a weighted average grant date stock price of $ 108.67 for the 2025 grants, and an estimated annual dividend amount of $ 0.48 per share divided by Teradyne’s stock price on the grant date of $ 95.83 for the 2024 grant.

During the nine months ended September 28, 2025, and September 29, 2024, Teradyne granted 0.1 million and 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $ 41.93 and $ 37.50 , 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 28, 2025			September 29, 2024
Expected life (years)		4.0			4.0
Risk-free interest rate		4.2	%		4.0	%
Volatility-historical		43.9	%		46.3	%
Dividend yield		0.4	%		0.5	%

Teradyne determined the stock options’ expected life based upon historical exercise data for executive officers, the age of the executive officers 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 $ 0.48 per share divided by Teradyne’s stock price on the grant date, which have a weighted average grant date stock price of $ 109.29 for the 2025 grant and an estimated annual dividend amount of $ 0.48 per share divided by Teradyne’s stock price on the grant date of $ 95.14 for the 2024 grant.

N. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss), 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 28, 2025
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
Balance at September 28, 2025, net of tax of $ 0 , $( 1,831 ), $ 0 , $( 1,135 ), respectively	$	42,677		$	( 6,394	)	$	—		$	1,139		$	37,422

Nine Months Ended September 29, 2024
Balance at December 31, 2023, net of tax of $ 0 , $( 1,728 ), $ 142 , $( 1132 ), respectively	$	( 22,442	)	$	( 6,194	)	$	506		$	1,152		$	( 26,978	)
Other comprehensive (loss) gain before reclassifications, net of tax of $ 0 , $ 205 , $ 285 , $ 0 , respectively		22,751			885			1,014			—			24,650
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $ 0 , $ 24 , $( 500 ), $( 1 ), respectively		—			86			( 1,780	)		( 6	)		( 1,700	)
Net current period other comprehensive loss, net of tax of $ 0 , $ 229 , $( 215 ), $( 1 ), respectively		22,751			971			( 766	)		( 6	)		22,950
Balance at September 29, 2024, net of tax of $ 0 , $( 1,499 ), $( 73 ), $( 1,133 ), respectively	$	309		$	( 5,223	)	$	( 260	)	$	1,146		$	( 4,028	)

Reclassifications out of accumulated other comprehensive income (loss) to the statement of operations for the three and nine months ended September 28, 2025, and September 29, 2024, 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 28, 2025		September 29, 2024		September 28, 2025			September 29, 2024
	(in thousands)				(in thousands)
Available-for-sale marketable securities:
Unrealized (losses) gains, net of tax of $ 0 , 2 , $( 27 ), $( 24 ), respectively	$	—	$	7	$	( 89	)	$	( 86	)	Other (income) expense, net
Cash flow hedges:
Unrealized (losses) gains, net of tax of $ 0 , $ 0 , $ 100 , $ 500 , respectively		—		—		350			1,780		Revenue
Defined benefit pension and postretirement plans:
Amortization of prior service credit, net of tax of $ 0 , $ 0 , $ 1 , $ 1 , respectively		2		2		6			6		(a)
Total reclassifications, net of tax of $ 0 , $ 2 , $ 74 , $ 477 , respectively	$	2	$	9	$	267		$	1,700		Net income

(a)

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

O. 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 Accounting Standards Codification ("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.

At June 29, 2025, the Company identified a triggering event for the Robotics reporting unit and performed an interim impairment test of the related goodwill and long-lived assets, including intangible assets. Based on the analysis performed, Teradyne did not record an impairment.

At September 28, 2025, Teradyne assessed the above factors for all reporting units, including the Robotics reporting unit, and performed a triggering event assessment, concluding that no events or circumstances occurred that indicated it was more likely than not that the fair value was below its carrying amount. Accordingly, the Company did not identify a triggering event and no quantitative impairment test of goodwill was required.

The changes in the carrying amount of goodwill by reportable segments for the nine months ended September 28, 2025, were as follows:


	Robotics		Semiconductor Test			Product Test			Total
	(in thousands)
Balance at December 31, 2024
Goodwill	$	375,298	$	262,117		$	520,518		$	1,157,933
Accumulated impairment losses		—		( 260,540	)		( 502,026	)		( 762,566	)
Total Goodwill		375,298		1,577			18,492			395,367
AET acquisition		—		1,257			—			1,257
Quantifi acquisition		—		—			83,068			83,068
Foreign currency translation adjustment		39,648		210			—			39,858
Balance at September 28, 2025
Goodwill	$	414,946	$	263,584		$	603,586		$	1,282,116
Accumulated impairment losses		—		( 260,540	)		( 502,026	)		( 762,566	)
Total Goodwill	$	414,946	$	3,044		$	101,560		$	519,550

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.

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 28, 2025
Developed technology	$	250,025	$	( 208,314	)	$	60		$	41,771
Customer relationships		56,480		( 51,335	)		204			5,349
Tradenames and trademarks		40,487		( 31,853	)		( 1,046	)		7,588
Total intangible assets	$	346,992	$	( 291,502	)	$	( 782	)	$	54,708
Balance at December 31, 2024
Developed technology	$	267,706	$	( 255,448	)	$	( 5,820	)	$	6,438
Customer relationships		52,109		( 49,562	)		204			2,751
Tradenames and trademarks		59,007		( 50,805	)		( 1,464	)		6,738
Total intangible assets	$	378,822	$	( 355,815	)	$	( 7,080	)	$	15,927

(1)

In the nine months ended September 2 8, 2025 , $ 81.8 million of a mortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization.

Aggregate intangible asset amortization expense was $ 3.5 million and $ 11.8 million , respectively, for the three and nine months ended September 28, 2025, and $ 4.7 million and $ 14.1 million , respectively, for the three and nine months ended September 29, 2024.

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


Year	Amortization Expense
	(in thousands)
2025	$	3,409
2026		8,215
2027		6,999
2028		6,918
2029		5,557
Thereafter		23,610

P. NET INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted net income per common share:


	For the Three Months Ended				For the Nine Months Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
	(in thousands, except per share amounts)				(in thousands, except per share amounts)
Net income for basic and diluted net income per share	$	119,558	$	145,649	$	296,827	$	396,119
Weighted average common shares-basic		158,595		163,002		160,021		157,951
Effect of dilutive potential common shares:
Restricted stock units		495		768		366		637
Stock options		4		13		3		13
Employee stock purchase plan		3		10		19		5
Convertible note hedge warrant shares (1)		—		460		—		4,751
Dilutive potential common shares		502		1,251		388		5,406
Weighted average common shares-diluted		159,097		164,253		160,409		163,357
Net income per common share-basic	$	0.75	$	0.89	$	1.85	$	2.51
Net income per common share-diluted	$	0.75	$	0.89	$	1.85	$	2.42

(1)

Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price, multiplied by the number of warrant shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period.

The computation of diluted net income per common share 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.

The computation of diluted net income per common share for the three and nine months ended September 29, 2024, excludes the effect of the potential vesting of 0.1 million and 0.5 million, respectively, of restricted stock units because the effect would have been anti-dilutive.

Q. RESTRUCTURING AND OTHER

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 Robotics severance payments. Teradyne expects all Robotics severance payments to be made prior to the end of the third quarter of 2026.

During the three months ended September 29, 2024 , Teradyne recorded restructuring and other charges primarily related to $ 1.3 million of severance charges related to headcount reductions principally in Robotics.

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 Robotics severance payments. Teradyne expects all Robotics severance payments to be made prior to the end of the third quarter of 2026. 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 .

During the nine months ended September 29, 2024, Teradyne recorded restructuring and other charges primarily related to $ 5.3 million of severance and other charges, related to headcount reductions of 87 people primarily in Robotics and Semiconductor Test, which included charges related to a voluntary early retirement program for employees meeting certain conditions, and $ 2.2 million of acquisition and divestiture expenses related to the Technoprobe transactions.

R. 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 Employment 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 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 charge is the result of the aggregate of the cumulative lump sum distributions exceeded the total annual service and interest costs. Due to the remeasurement, the reduction in pension benefit obligation and pension assets was $ 4.7 million.

During the three months ended September 29, 2024 , Teradyne purchased a group annuity contract for its retiree participants in the U.S. qualified pension plan. Under the group annuity, the accrued pension obligation for 132 retiree participants were transferred to an insurance company. The reduction in the pension benefit obligation and pension assets was $ 23.4 million. During the three and nine months ended September 29, 2024, Teradyne recorded settlement expense of $ 0.4 million related to the retiree group annuity transaction.

In the nine months ended September 28, 2025, and September 29, 2024, Teradyne contributed $ 2.4 million and $ 2.3 million, respectively, to the U.S. supplemental executive defined benefit pension plan, and $ 3.6 million and $ 0.8 million, respectively, to certain qualified pension plans for non-U.S. subsidiaries.

For the three and nine months ended September 28, 2025, and September 29, 2024, Teradyne’s net periodic pension cost was comprised of the following:


	For the Three Months Ended
	September 28, 2025						September 29, 2024
	United States			Foreign			United States			Foreign
	(in thousands)
Service cost	$	153		$	149		$	216		$	119
Interest cost		1,426			300			1,590			256
Expected return on plan assets		( 989	)		( 24	)		( 1,204	)		( 23	)
Net actuarial loss (gain)		—			—			( 2,262	)		—
Settlement loss (gain)		( 800	)		—			—			—
Settlement expense		—			—			394			—
Total net periodic pension cost	$	( 210	)	$	425		$	( 1,266	)	$	352


	For the Nine Months Ended
	September 28, 2025						September 29, 2024
	United States			Foreign			United States			Foreign
	(in thousands)
Service cost	$	462		$	437		$	665		$	360
Interest cost		4,299			892			4,883			766
Expected return on plan assets		( 2,970	)		( 71	)		( 3,737	)		( 58	)
Net actuarial loss (gain)		41			—			( 2,151	)		( 242	)
Settlement loss (gain)		( 800	)		—			—			—
Settlement expense		—			—			394			( 24	)
Total net periodic pension cost	$	1,032		$	1,258		$	54		$	802

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 28, 2025, and September 29, 2024, Teradyne’s net periodic postretirement benefit cost was comprised of the following:


	For the Three Months Ended						For the Nine Months Ended
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
	(in thousands)						(in thousands)
Service cost	$	9		$	9		$	27		$	28
Interest cost		76			72			229			217
Amortization of prior service credit		( 2	)		( 2	)		( 7	)		( 7	)
Special termination benefits		—			—			684			462
Net actuarial loss (gain)		—			—			87			( 94	)
Total net periodic postretirement benefit cost	$	83		$	79		$	1,020		$	606

S. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of September 28, 2025 , Teradyne had entered into purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $ 730.0 million, of which $ 715.7 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 28, 2025, and December 31, 2024, Teradyne had a product warranty accrual of $ 13.1 million and $ 13.0 million, respectively, included in other accrued liabilities and revenue deferrals related to extended warranties of $ 51.0 million and $ 41.6 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 28, 2025, and December 31, 2024 , except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.

T. INCOME TAXES

The effective tax rate for the three months ended September 28, 2025, and September 29, 2024, was 15.8 % and 7.8 % , respectively. The increase in the effective tax rate from the three months ended September 29, 2024, to the three months ended September 28, 2025, is primarily attributable to decreases in benefits related to reserves for uncertain tax positions, tax credits and the international provision of the U.S. Tax Cuts and Jobs Act of 2017. These were partially offset by an increase in benefit from a projected shift in the geographic distribution of income.

The effective tax rate for the nine months ended September 28, 2025, and September 29, 2024, was 13.8 % and 12.0 % , respectively. The increase in the effective tax rate from the nine months ended September 29, 2024, to the nine months ended September 28, 2025, is primarily attributable to decreases in benefits related to reserves for uncertain tax positions and tax credits partially offset by an increase in benefit from a projected shift in the geographic distribution of 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 28, 2025, 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 28, 2025, and December 31, 2024, Teradyne had $ 6.8 million of reserves for uncertain tax positions.

As of September 28, 2025, Teradyne estimates that it is reasonably possible that the balance of unrecognized tax benefits may decrease approximately $ 0.7 million in the next twelve months because of a lapse of statutes of limitation. The estimated decrease relates to U.S. federal research and development credits.

Teradyne recognizes interest and penalties related to income tax matters in income tax expense. As of September 28, 2025, and December 31, 2024, $ 0.3 million and $ 0.3 million, respectively, of interest and penalties were accrued for uncertain tax positions. For the nine months ended September 28, 2025, and September 29, 2024, an expense of $ 0.0 million and a benefit of $ 1.0 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, which is scheduled to expire on December 31, 2025. The tax savings due to the tax holiday for the nine months ended September 28, 2025, were $ 7.4 million, or $ 0.05 per diluted share. The tax savings due to the tax holiday for the nine months ended September 29, 2024, were $ 10.2 million, or $ 0.06 per diluted share. Teradyne is working with the Singapore Economic Development Board on a new tax holiday with substantially similar terms to the current agreement.

The Organization for Economic Cooperation and Development (the “OECD”) has introduced a framework to implement a global minimum tax of 15 % for certain multinational companies, referred to as Pillar Two. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which Teradyne operates have enacted Pillar Two legislation, and other countries are in the process of introducing draft Pillar Two legislation. Teradyne is closely monitoring these developments and evaluating the potential future impact on its effective tax rate.

On July 4, 2025, H.R. 1, commonly referred to as the "One Big Beautiful Bill Act" (“OBBBA”), was signed into law, enacting significant changes to U.S. corporate tax law. As of September 28, 2025, the condensed consolidated financial statements were not materially impacted by the OBBBA. Teradyne continues to evaluate the provisions of the OBBBA and will incorporate any necessary adjustments as further guidance becomes available.

U. SEGMENT INFORMATION

As of December 31, 2024, Teradyne had two reportable segments (Semiconductor Test and Robotics) and four operating segments (Semiconductor Test, System Test, Wireless Test, and Robotics). E ffective March 2025, Teradyne's Chief Operating Decision Maker ("CODM") (Teradyne's Chief Executive Officer ) place d Regan Mills as President, Product Test, which as of that date included Production Board Test, Defense/Aerospace, and Wireless Test. As noted in 'Note D. Acquisitions' and based on the underlying business activities and established reporting structure, upon acquisition, PIC Testing was aggregated into Product Test. As a result, Teradyne has three reportable segments (Semiconductor Test, Robotics, and Product Test). As of September 28, 2025, each of Teradyne's reportable segments represents an individual operating segment. All prior period disclosures have been recast to conform to the current segment structure and presentation requirements.

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, 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 28, 2025, and September 29, 2024, is as follows:


	Semiconductor Test		Robotics			Product Test		Total Reportable Segments		Corporate and Eliminations			Consolidated
	(in thousands)
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		( 298	)		42,717
Other segment items (1)(2)		34,589		12,139			8,120		54,848		1,359			56,207
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

Three months ended September 29, 2024
Revenues	$	568,518	$	88,651		$	80,129	$	737,298	$	—		$	737,298
Less:
Cost of revenues		223,828		36,367			30,057		290,252		—			290,252
Engineering and development		74,007		17,438			11,857		103,302		—			103,302
Selling and marketing		46,332		29,408			12,901		88,641		—			88,641
General and administrative		23,208		15,292			5,394		43,894		( 1,356	)		42,538
Other segment items (1)(2)		33,722		14,352			6,762		54,836		( 1,255	)		53,581
Income (loss) before taxes (2)		167,421		( 24,206	)		13,158		156,373		2,611			158,984
Total assets (3)		1,360,277		794,277			202,927		2,357,481		1,412,247			3,769,728
Property additions		42,802		6,441			2,598		51,841		—			51,841
Depreciation and amortization expense		21,278		7,338			1,684		30,300		( 11	)		30,289

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		2,383			128,491
Other segment items (1)(2)		88,150		46,832			21,771		156,753		3,137			159,890
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

Nine months ended September 29, 2024
Revenues	$	1,563,204	$	266,552		$	237,240	$	2,066,996	$	—		$	2,066,996
Less:
Cost of revenues		647,625		108,229			86,984		842,838		—			842,838
Engineering and development		210,616		49,412			34,546		294,574		—			294,574
Selling and marketing		138,432		82,809			37,103		258,344		—			258,344
General and administrative		65,794		40,938			15,758		122,490		398			122,888
Other segment items (1)(2)		92,714		41,263			19,904		153,881		( 56,818	)		97,063
Income (loss) before taxes (2)		408,023		( 56,099	)		42,945		394,869		56,420			451,289
Total assets (3)		1,360,277		794,277			202,927		2,357,481		1,412,247			3,769,728
Property additions		115,041		19,760			5,909		140,710		—			140,710
Depreciation and amortization expense		62,542		20,896			5,149		88,587		26			88,613

(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.

V. SHAREHOLDERS’ EQUITY

Stock Repurchase Program

In January 2023, Teradyne’s Board of Directors cancelled 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. Teradyne intends to repurchase up to a total of $ 1.0 billion of its common stock in 2025 and 2026 based on market conditions.

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 cumulative repurchases under the January 2023 repurchase program as of September 28, 2025, were 10.8 million shares of common stock for $ 1,123.4 million at an average price per share of $ 104.21 .

During the nine months ended September 29, 2024, Teradyne repurchased 0.5 million shares of common stock for a total cost of $ 55.1 million at an average price of $ 111.32 per share.

The total cost of shares acquired includes commissions and related excise tax 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 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.

In January 2024, May 2024, and August 2024 , 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 29, 2024, were $ 19.6 million and $ 57.0 million , respectively.

W. SUBSEQUENT EVENTS

On October 28, 2025 the Company announced the appointment of Michelle Turner as Chief Financial Officer, effective November 3, 2025. This leadership change was approved subsequent to the end of the reporting period and will become effective following the filing of this Quarterly Report on Form 10-Q. The appointment does not impact the Company’s financial condition or results of operations as of September 28, 2025.

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, 2024. 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, wireless, automotive, industrial, computing, communications, and aerospace and defense 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. In the first quarter of 2025, we identified opportunities for operational synergies amongst our production board test, defense and aerospace, and wireless test businesses leading to the creation of the Product Test division as a new segment effective March 2025. Our automated test equipment and robotics products and services include:

•

semiconductor test (“Semiconductor Test”) systems;

•

robotics (“Robotics”) products; and

•

product test ("Product Test") systems, which includes defense/aerospace ("Defense/Aerospace") test instrumentation and systems, circuit-board test and inspection ("Production Board Test") systems, wireless test systems ("Wireless Test"), and photonic integrated circuit ("PIC") test solutions.

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.

Artificial Intelligence applications and data center power demand drove strong third quarter performance with our customers accelerating development and ramping production for a wide range of devices. We expect this acceleration to continue and even expand into the fourth quarter and into 2026 and are currently investing in sales, engineering, and support to pursue these, and additional, market opportunities in Semiconductor Test. Robotics revenue in the third quarter was flat with second quarter sales due to ongoing business environment challenges. Our focus in the Robotics segment remains on operating expense management and our channel transformation strategy as we transition toward serving large direct customers and building a Robotics organization that can grow profitably over the mid-term.

On May 31, 2025, we acquired privately held Quantifi Photonics ("Quantifi"), a leader in PIC test solutions for a total purchase price of approximately $127.2 million. This acquisition enables the delivery of scalable PIC test solutions and is included in our Product Test segment. Over time, we also intend to leverage the engineering expertise and technology to enhance functionality and create additional differentiation in our Semiconductor Test business, specifically with integration into our UltraFlexPlus platform.

On January 31, 2025, we acquired Infineon Technologies AG's ("Infineon") 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. AET adds resources and expertise to our company and strengthens the relationship between Teradyne and this key customer. AET is included in our Semiconductor Test segment.

While revenues in our test businesses are predominantly in U.S. dollars, the majority of our Robotics revenue is denominated in foreign currencies. Strengthening of the U.S. dollar has, and will continue to, negatively affect Robotics revenue throughout 2025.

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 2025 we completed the acquisitions of Quantifi and AET and additionally, we returned $576.3 million to shareholders through $518.7 million of share buybacks and $57.6 million of dividend payments.

On July 4, 2025, H.R. 1, commonly referred to as the "One Big Beautiful Bill Act" (“OBBBA”), was signed into law, enacting significant changes to U.S. corporate tax law. The OBBBA modified and made permanent several provisions of the Tax Cuts and Jobs Act, including reductions in scheduled increases for the rate of taxation of foreign income, immediate deductibility of U.S. research and development expenses, and reinstatement of 100% bonus depreciation for qualified property. As of September 28, 2025, the condensed consolidated financial statements were not materially impacted by the OBBBA. Teradyne continues to evaluate the provisions of the OBBBA and will incorporate any necessary adjustments as further guidance becomes available.

While it is difficult to quantify the exact impact, current trade restrictions are limiting our ability to be competitive particularly in certain markets, where other companies are not subjected to the same restrictions. Current tariffs have not had a material impact on our business operations or financial results, however, the global trade environment remains dynamic and subject to change. We continue to monitor developments in international trade policy, including potential changes to tariffs, further export controls, and other regulatory measures that could affect our supply chain, cost structure, or market access.

For information regarding risks associated with import-export control regulations and similar applicable laws and regulations, see Part II - 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, 2024.

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 28, 2025, 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, 2024.

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 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
Percentage of revenues:
Revenues:
Products		82	%		83	%		81	%		81	%
Services		18			17			19			19
Total revenues		100			100			100			100
Cost of revenues:
Cost of products		35			34			35			34
Cost of services		6			6			7			8
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)		42			41			41			42
Gross profit		58			59			59			58
Operating expenses:
Selling and administrative		22			21			23			22
Engineering and development		16			16			17			16
Acquired intangible assets amortization		—			1			1			1
Restructuring and other		1			1			1			1
Gain on sale of business		—			—			—			(3	)
Total operating expenses		40			39			42			37
Income from operations		19			21			17			21
Non-operating (income) expense:
Interest income		—			(1	)		(1	)		(1	)
Interest expense		—			—			—			—
Other (income) expense, net		—			—			—			1
Income before income taxes and equity in net earnings of affiliate		19			22			17			22
Income tax provision		3			2			2			3
Income before equity in net earnings of affiliate		16			20			15			19
Equity in net earnings of affiliate		(1	)		(0	)		(1	)		(0	)
Net income		16	%		20	%		14	%		19	%

Results of Operations

Third Quarter 2025 Compared to Third Quarter 2024

Revenues

Revenues by our reportable segments were as follows:


	For the Three Months Ended
	September 28, 2025		September 29, 2024		Dollar Change
	(in millions)
Semiconductor Test	$	605.9	$	568.5	$	37.4
Product Test		88.3		80.1		8.2
Robotics		75.1		88.7		(13.6	)
	$	769.2	$	737.3	$	31.9

The increase in Semiconductor Test revenues of $37.4 million, or 6.6%, was driven primarily by higher sales in compute related to artificial intelligence applications. The increase in Product Test revenues of $8.2 million, or 10.2%, was driven by higher Defense/Aerospace sales. The decrease in Robotics revenues of $13.6 million, or 15.3%, was primarily due to lower sales of collaborative robotic arms.

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


	For the Three Months Ended
	September 28, 2025			September 29, 2024
Taiwan		37	%		26	%
China		17			13
United States		12			12
Korea		12			26
Europe		7			8
Malaysia		5			2
Philippines		3			2
Thailand		3			2
Japan		1			2
Singapore		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 Three Months Ended
	September 28, 2025			September 29, 2024			Dollar/Point Change
	(in millions)
Gross profit	$	449.3		$	436.5		$	12.8
Percent of total revenues		58.4	%		59.2	%		(0.8	)

Gross profit as a percent of revenue decreased by 0.8 points, primarily due to product mix in Semiconductor Test.

Selling and Administrative

Selling and administrative expenses were as follows:


	For the Three Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Selling and administrative	$	169.1		$	157.6		$	11.5
Percent of total revenues		22.0	%		21.4	%

The increase of $11.5 million in selling and administrative expenses was primarily driven by strategic investments in Semiconductor Test.

Engineering and Development

Engineering and development expenses were as follows:


	For the Three Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Engineering and development	$	124.8		$	117.5		$	7.3
Percent of total revenues		16.2	%		15.9	%

The increase of $7.3 million in engineering and development expenses was primarily driven by strategic investments in Semiconductor Test.

Restructuring and Other

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 Robotics severance payments. We expect all Robotics severance payments to be made prior to the end of the third quarter of 2026.

During the three months ended September 29, 2024, we recorded restructuring and other charges primarily related to $1.3 million of severance charges related to headcount reductions principally in Robotics.

Interest and Other


	For the Three Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Interest income	$	(3.2	)	$	(5.1	)	$	1.9
Interest expense		1.3			0.8		$	0.5
Other (income) expense, net		(0.9	)		(2.7	)	$	1.8

The decrease in interest income was driven primarily by lower cash balances in the current period.

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


	For the Three Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Semiconductor Test	$	150.8		$	167.4		$	(16.6	)
Product Test		15.9			13.2			2.7
Robotics		(17.6	)		(24.2	)		6.6
Corporate and Eliminations (1)		(1.1	)		2.6			(3.7	)
	$	148.1		$	159.0		$	(10.9	)

(1)

The decrease in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by product mix and investments in strategic projects partially offset by higher volume. The increase in income before income taxes and equity in net earnings of affiliate in Robotics was primarily due to lower operating expenses primarily as a result of restructuring actions.

Income Taxes

The effective tax rate for the three months ended September 28, 2025, and September 29, 2024, was 15.8% and 7.8%, respectively. The increase in the effective tax rate from the three months ended September 29, 2024, to the three months ended September 28, 2025, is primarily attributable to decreases in benefits related to reserves for uncertain tax positions, tax credits and the international provision of the U.S. Tax Cuts and Jobs Act of 2017. These were partially offset by an increase in benefit from a projected shift in the geographic distribution of income.

Nine Months 2025 Compared to Nine Months 2024

Revenues

Revenues by our reportable segments were as follows:


	For the Nine Months Ended
	September 28, 2025		September 29, 2024		Dollar Change
	(in millions)
Semiconductor Test	$	1,640.2	$	1,563.2	$	77.0
Product Test		247.5		237.2		10.3
Robotics		218.9		266.6		(47.7	)
	$	2,106.7	$	2,067.0	$	39.7

The increase in Semiconductor Test revenues of $77.0 million, or 4.9%, was driven primarily by higher sales in mobility and compute related to artificial intelligence applications. The decrease in Robotics revenues of $47.7 million, or 17.9%, was primarily due to lower sales of collaborative robotic arms. The increase in Product Test revenues of $10.3 million, or 4.3%, was primarily due to higher sales in Wireless Test.

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


	For the Nine Months Ended
	September 28, 2025			September 29, 2024
Taiwan		33	%		20	%
China		17			11
United States		12			13
Korea		10			28
Europe		7			9
Malaysia		4			2
Philippines		4			2
Singapore		4			2
Japan		2			7
Thailand		2			2
Rest of World		5			4
		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 28, 2025			September 29, 2024			Dollar/Point Change
	(in millions)
Gross profit	$	1,237.7		$	1,201.6		$	36.1
Percent of total revenues		58.7	%		58.1	%		0.6

Gross profit as a percent of revenue increased by 0.6 points, primarily due to product mix in Semiconductor Test.

Selling and Administrative

Selling and administrative expenses were as follows:


	For the Nine Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Selling and administrative	$	484.2		$	461.3		$	22.9
Percent of total revenues		23.0	%		22.3	%

The increase of $22.9 million in selling and administrative expenses was primarily due to higher spending in Semiconductor Test partially offset by lower spending in Robotics.

Engineering and Development

Engineering and development expenses were as follows:


	For the Nine Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Engineering and development	$	361.3		$	332.5		$	28.8
Percent of total revenues		17.2	%		16.1	%

The increase of $28.8 million in engineering and development expenses was primarily due to higher spending in Semiconductor Test partially offset by lower spending in Robotics.

Restructuring and Other

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 Robotics severance payments. We expect all Robotics severance payments to be made prior to the end of the third quarter of 2026. 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.

During the nine months ended September 29, 2024, we recorded restructuring and other charges primarily related to $5.3
million of severance and other charges, related to headcount reductions of 87 people primarily in Robotics and Semiconductor Test,
which included charges related to a voluntary early retirement program for employees meeting certain conditions, and $2.2 million of
acquisition and divestiture expenses related to the Technoprobe transactions.

Gain on Sale of Business

During the nine months ended September 29, 2024, we recorded a gain of $57.5 million associated with the sale of DIS to Technoprobe.

Interest and Other


	For the Nine Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Interest income	$	(12.6	)	$	(19.7	)	$	7.1
Interest expense		2.9			3.0			(0.1	)
Other (income) expense, net		2.9			5.6			(2.7	)

Interest income decreased by $7.1 million primarily due to lower cash balances. In the period ended September 29, 2024, other (income) expense, net included the change in value of our call option purchased in connection with the acquisition of Technoprobe. The call option expired on May 23, 2024.

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


	For the Nine Months Ended
	September 28, 2025			September 29, 2024			Dollar Change
	(in millions)
Semiconductor Test	$	402.4		$	408.0		$	(5.6	)
Product Test		40.1			42.9			(2.8	)
Robotics		(73.3	)		(56.1	)		(17.2	)
Corporate and Eliminations (1)		(5.5	)		56.4			(61.9	)
	$	363.7		$	451.3		$	(87.6	)

(1)

Included in Corporate and Eliminations are gain on sale of business, 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, and gain on sale of business.

The decrease in income before income taxes and equity in net earnings of affiliate in Semiconductor Test was driven primarily by higher spending in selling and administrative and engineering and development, partially offset by higher sales in mobility and compute for artificial intelligence applications. The decrease in income before income taxes and equity in net earnings of affiliate in Robotics was primarily due to lower sales of collaborative robotic arms, partially offset by lower operating expenses. The decrease in income before income taxes and equity in net earnings of affiliate in Product Test was primarily due to strategic investments.

Income Taxes

The effective tax rate for the nine months ended September 28, 2025, and September 29, 2024, was 13.8% and 12.0%, respectively. The increase in the effective tax rate from the nine months ended September 29, 2024, to the nine months ended September 28, 2025, is primarily attributable to decreases in benefits related to reserves for uncertain tax positions and tax credits partially offset by an increase in benefit from a projected shift in the geographic distribution of income.

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, 2024.

Liquidity and Capital Resources

Our cash, cash equivalents and marketable securities balances decreased by $296.4 million in the nine months ended September 28, 2025, to $427.4 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 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 & 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 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.

Operating activities during the nine months ended September 29, 2024, provided cash of $389.6 million. Changes in operating assets and liabilities used cash of $75.8 million due to a $7.3 million decrease in operating assets and a $83.1 million decrease in operating liabilities.

The decrease in operating assets was primarily due to decreases in other assets and inventory of $61.4 million and $11.1 million,
respectively, partially offset by a $65.3 million increase in accounts receivable, driven by higher sales in the third quarter.

The decrease in operating liabilities was due to a $32.3 million decrease in accrued employee compensation, $25.9 million
decrease in accounts payable, $18.9 million decrease in income taxes, $4.2 million decrease in retirement plans, and $5.5 million
decrease in accrued other, partially offset by a $3.6 million increase in deferred revenue and customer advances.

Investing activities during the nine months ended September 29, 2024, used cash of $554.9 million due to $527.1 million used
for the purchases of investment, $140.7 million used for the purchase of property, plant and equipment, $35.1 million used for the
purchase of marketable securities, partially offset by $90.3 million in proceeds from the sale of a business, $23.6 million and $33.2
million in proceeds from the sales and maturities and marketable securities, respectively, and $0.9 million in proceeds from life
insurance.

Financing activities during the nine months ended September 29, 2024, used cash of $88.6 million due to $185.0 million used
for proceeds from borrowings on revolving credit facility of which $185.0 million in payments were paid back in full during the
quarter, $56.9 million used for dividend payment, $55.1 million used for the repurchase of 0.5 million shares of common stock at an

average price of $111.32 per share and $13.8 million used for payment related to net settlements of employee stock compensation
awards, partially offset by $37.3 million from the issuance of common stock under employee stock purchase and stock option plans.

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 2024, May 2024, and August 2024, our Board of Directors declared a quarterly cash dividend of $0.12 per share. Dividend payments for the three and nine months ended September 29, 2024, were $19.6 million and $57.0 million, respectively.

During the nine months ended September 28, 2025, we repurchased 5.1 million shares of common stock for $518.7 million, which excludes related excise tax, at an average price of $102.01 per share. We intend to repurchase up to $1.0 billion of common stock in 2025 and 2026, subject to market conditions. The cumulative repurchases under the 2023 repurchase program as of September 28, 2025, were 10.8 million shares of common stock for $1,113.8 million, which excludes related excise tax, at an average price per share of $104.21. During the nine months ended September 29, 2024, we repurchased 0.5 million shares of common stock for $55.1 million, which excludes related excise tax, at an average price of $111.32 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 May 1, 2020, we entered into a credit agreement (the "Credit Agreement") providing a three-year, senior secured revolving credit facility of $400.0 million. On December 10, 2021, the Credit Agreement was amended to extend the senior secured revolving credit facility to December 10, 2026. On October 5, 2022, the Credit Agreement was amended to increase the amount of the credit facility to $750.0 million from $400.0 million. On November 7, 2023, the Credit Agreement was amended to allow for the purchase of the shares of Technoprobe. On September 4, 2025, and September 19, 2025, we borrowed a combined $200.0 million under the Credit Agreement to fund out capital allocation strategy. As of October 30, 2025, there is $250.0 million outstanding from the Credit Facility.

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 28, 2025, we were in compliance with all covenants under the Credit Agreement.

Equity Compensation Plans

In addition to our 1996 Employee Stock Purchase Program as discussed in Note M: “Stock-Based Compensation” in our 2024 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

In December 2023, the FASB issued ASU 2023-09 – “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” , which requires expanded disclosures relating to the tax rate reconciliation, income taxes paid, income (loss) before income tax expense (benefit) and income tax expense (benefit), requiring a greater disaggregation of information for each. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024. We will apply the amendments in this update on a prospective basis. This ASU will have no impact on results of operations, cash flows or financial condition.

In November 2024, the FASB issued 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 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. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the impact of this new standard.

In July 2025, the FASB issued ASU 2025-05 - "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets" , which introduces a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The practical expedient permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This standard is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The amendments in this update should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the impact of this new standard and do not expect a material impact on the financial statements and related disclosures.

Item 3: Quantitative and Qualitative Disclosures about Market Risks

For “Quantitative and Qualitative Disclosures about Market Risk” affecting Teradyne, see Part 2 Item 7A, “Quantitative and Qualitative Disclosures about Market Risks,” in our Annual Report on Form 10-K filed with the SEC on February 20, 2025. 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, 2024.

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(f) 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 28, 2025, 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, including the risk discussed below, 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, 2024, filed with the SEC on February 20, 2025, 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, 2024, 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 cancelled 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 28, 2025, we 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. We record share repurchases at cost, which includes broker commissions and related excise taxes. During the nine months ended September 29, 2024, we repurchased 0.5 million shares of common stock for $55.1 million at an average price of $111.32 per share.

The following table includes information with respect to repurchases we made of our common stock during the three months ended September 28, 2025, (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 30, 2025 - July 27, 2025		368		$	93.99			367	$	1,088,262
July 28, 2025 - August 24, 2025		344		$	106.17			342	$	1,052,245
August 25, 2025 - September 28, 2025		1,463		$	119.91			1,463	$	876,589
		2,175	(1)		113.35	(1)		2,172

(1)

Includes approximately three thousand shares at an average price of $104.76 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 Convertible Common Shares and Stockholders’ 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

10b 5-1 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 28, 2025, no Section 16 Officers or directors adopted , modified or terminated Rule 10b5-1 trading plans .

Item 6: Exhibits


Exhibit Number		Description



10.1		Separation and Release of Claims Agreement, dated as of August 28, 2025, by and between Ujjwal Kumar and Teradyne, Inc. (filed herewith) *

31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) of Securities and 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 Securities and 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)

*		Management Contract or Compensatory Plan

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/ S ANJAY M EHTA
	Sanjay Mehta Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) October 30, 2025

TABLE OF CONTENTS

Part I Item 1: Financial Statements Item 2: Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3: Quantitative and Qualitative Disclosures About Market Risks Item 4: Controls and Procedures Part II. Other Information Item 1: Legal Proceedings Item 1A: Risk Factors Item 2: Unregistered Sales Of Equity Securities and Use Of Proceeds Item 4: Mine Safety Disclosures Item 5: Other Information Item 6: Exhibits

Exhibits

10.1 Separation and Release of Claims Agreement, dated as of August 28, 2025, by and between Ujjwal Kumar and Teradyne, Inc. (filed herewith) * 31.1 Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) of Securities and 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 Securities and 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)

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Adobe Inc.	ADBE
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TER 10-Q Quarter ended Sept. 28, 2025

Exhibits