UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June~~September 30, 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 Number 001-33458

TERADATA CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						75-3236470
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

17095 Via Del Campo

San Diego, California 92127

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 548-8348

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of Each Exchange on which Registered:

Common Stock, $0.01 par value

TDC

New York Stock Exchange

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 such filing requirements for the past 90 days. Yes ý 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 ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth 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 ý

At ~~July~~October 2524, 2025, the registrant had approximately 9493.52 million shares of common stock outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

	Description	Page
Item 1.	Financial Statements
	Condensed Consolidated Statements of Income (Unaudited) Three and Six Months Ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Income (Unaudited) Three and Nine Months Ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three and Six Months Ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three and Nine Months Ended September 30, 2025 and 2024	5
	Condensed Consolidated Balance Sheets (Unaudited) June 30, 2025 and December 31, 2024	6
	Condensed Consolidated Balance Sheets (Unaudited) September 30, 2025 and December 31, 2024	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) Three and Six Months Ended June 30, 2025 and 2024	8
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) Three and Nine Months Ended September 30, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	910
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3032
Item 4.	Controls and Procedures	3133
PART II—OTHER INFORMATION
	Description	Page
Item 1.	Legal Proceedings	3133
Item 1A.	Risk Factors	3133
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	3234
Item 3.	Defaults Upon Senior Securities	3234
Item 4.	Mine Safety Disclosures	3234
Item 5.	Other Information	3234
Item 6.	Exhibits	3335
	Signatures	3436

Table of Contents

Part 1—FINANCIAL INFORMATION


Item 1.			Financial Statements.

Teradata Corporation

Condensed Consolidated Statements of Income (Unaudited)

	Three Months EndedJune 30,				Six Months Ended June 30,
	Three Months EndedSeptember 30,				Nine Months Ended September 30,
In millions, except per share amounts	2025		2024		2025		2024
Revenue
Subscription software licenses	$	6560	$	7372	$	~~148~~208	$	~~163~~235
Services and other	~~289~~306		~~295~~300		~~564~~870		~~593~~893
Total recurring	~~354~~366		~~368~~372		~~712~~1,078		~~756~~1,128
Perpetual software licenses, hardware and other	3		57		1316		1320
Consulting services	5147		6361		~~101~~148		~~132~~193
Total revenue	~~408~~416		~~436~~440		~~826~~1,242		~~901~~1,341
Cost of revenue
Subscription software licenses	5		54		1015		1014
Services and other	~~114~~111		~~105~~107		~~217~~328		~~212~~319
Total recurring	~~119~~116		~~110~~111		~~227~~343		~~222~~333
Perpetual software licenses, hardware and other	3—		5		12		1318
Consulting services	5647		5658		~~109~~156		~~117~~175
Total cost of revenue	~~178~~163		~~171~~174		~~348~~511		~~352~~526
Gross profit	~~230~~253		~~265~~266		~~478~~731		~~549~~815
Operating expenses
Selling, general and administrative expenses	~~135~~122		~~131~~137		~~251~~373		~~292~~429
Research and development expenses	7170		6873		~~137~~207		~~143~~216
Total operating expenses	~~206~~192		~~199~~210		~~388~~580		~~435~~645
Income from operations	2461		6656		90151		~~114~~170
Other expense, net
Interest expense	(67)		(7)		(1320)		(1522)
Interest income	2		23		57		69
Other expense	(72)		(65)		(1113)		(1823)
Total other expense, net	(117)		(119)		(1926)		(2736)
Income before income taxes	1354		5547		71125		87134
Income tax expense	414		1815		1832		3045
Net income	$	940	$	3732	$	5393	$	5789
Net income per common share
Basic	$	0.0942	$	0.3833	$	0.5698	$	0.5992
Diluted	$	0.0942	$	0.3833	$	0.5596	$	0.5891
Weighted average common shares outstanding
Basic	9594.32		96.51		9594.29		9796.07
Diluted	9695.05		97.40		9796.05		98.93

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Teradata Corporation

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months EndedJune 30,				Six Months Ended June 30,
	Three Months EndedSeptember 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Net income	$	940	$	3732	$	5393	$	5789
Other comprehensive income (loss):
Foreign currency translation adjustments	18(2)		~~(5)~~9		2624		(156)
Unrealized (loss) gain on cross-currency net investment hedge, before tax	~~(13)~~—		2(4)		(18)		51
Unrealized (loss) gain on cross-currency net investment hedge, tax portion	3—		—1		4		~~(1)~~—
Total currency translation adjustments	8(2)		~~(3)~~6		1210		(115)
Derivatives:
Unrealized (loss) gain on derivatives, before tax	(21)		1(12)		(67)		(6)
Unrealized (loss) gain on derivatives, tax portion	—1		~~(1)~~3		12		~~(2)~~1
Unrealized (loss) gain on derivatives, net of tax	~~(2)~~—		—(9)		(5)		4(5)
Defined benefit plans:
Defined benefit plan adjustment, before tax	2		23		46		47
Defined benefit plan adjustment, tax portion	(1)		—(1)		(12)		(12)
Defined benefit plan adjustment, net of tax	1		2		34		35
Other comprehensive income (loss)	7		(1)		10		(4)
Other comprehensive (loss) income	(1)		(1)		9		(5)
Comprehensive income	$	1639	$	3631	$	63102	$	5384

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

Teradata Corporation

Condensed Consolidated Balance Sheets (Unaudited)

In millions, except per share amounts	~~June~~September 30,2025		December 31,2024
Assets
Current assets
Cash and cash equivalents	$	~~369~~406	$	420
Accounts receivable, net	~~293~~309		234
Inventories	5		18
Other current assets	9091		77
Total current assets	~~757~~811		749
Property and equipment, net	~~205~~203		185
Right of use assets - operating lease, net	97		8
Goodwill	~~400~~399		394
Capitalized contract costs, net	3735		46
Deferred income taxes	~~231~~212		226
Other assets	9894		96
Total assets	$	1,~~737~~761	$	1,704
Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt	$	25	$	25
Current portion of finance lease liability	6056		57
Current portion of operating lease liability	43		4
Accounts payable	~~115~~100		106
Payroll and benefits liabilities	8496		111
Deferred revenue	~~521~~527		512
Other current liabilities	8999		115
Total current liabilities	~~898~~906		930
Long-term debt	~~443~~437		455
Finance lease liability	4647		30
Operating lease liability	5		5
Pension and other postemployment plan liabilities	~~108~~104		104
Long-term deferred revenue	12		10
Deferred tax liabilities	10		9
Other liabilities	3921		28
Total liabilities	1,~~561~~542		1,571
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively	—		—
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	—		—
Common stock: par value $0.01 per share, 500.0 shares authorized, 94.7 and 95.1 shares issued at June 30, 2025 and December 31, 2024, respectively	1		1
Common stock: par value $0.01 per share, 500.0 shares authorized, 93.7 and 95.1 shares issued at September 30, 2025 and December 31, 2024, respectively	1		1
Paid-in capital	2,~~244~~279		2,192
Accumulated deficit	(1,~~932~~923)		(1,913)
Accumulated other comprehensive loss	(~~137~~138)		(147)
Total stockholders’ equity	~~176~~219		133
Total liabilities and stockholders’ equity	$	1,~~737~~761	$	1,704

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

Teradata Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
In millions	2025		2024
Operating activities
Net income	$	5393	$	5789
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4367		5378
Stock-based compensation expense	5382		6392
Deferred income taxes	424		85
Loss on Blue Chip Swap	—1		3
Changes in assets and liabilities:
Receivables	(5975)		3839
Inventories	13		(93)
Current payables and accrued expenses	(5466)		(6437)
Deferred revenue	1117		(5397)
Other assets and liabilities	(1311)		(2622)
Net cash provided by operating activities	51145		70147
Investing activities
Expenditures for property and equipment	(510)		(917)
Additions to capitalized software	—(1)		(1)
Other investing activities, net	(1)		(35)
Net cash used in investing activities	(612)		(1323)
Financing activities
Repurchases of common stock	(72102)		(~~171~~186)
Repayments of long-term borrowings	(1219)		(613)
Payments of finance leases	(3351)		(3754)
Other financing activities, net	~~(2)~~3		(61)
Net cash used in financing activities	(~~119~~169)		(~~220~~254)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2322		(228)
Decrease in cash, cash equivalents and restricted cash	(5114)		(~~185~~138)
Cash, cash equivalents and restricted cash at beginning of period	421		486
Cash, cash equivalents and restricted cash at end of period	$	~~370~~407	$	~~301~~348
Supplemental cash flow disclosure:
Assets acquired under operating lease	$	2	$	1
Assets acquired under finance lease	$	5267	$	1825

Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	~~369~~406	$	420
Restricted cash	1		1
Total cash, cash equivalents and restricted cash	$	~~370~~407	$	421

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

Teradata Corporation

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

	Common Stock			Paid-in		Accumulated		Accumulated Other Comprehensive
In millions	Shares	Amount		Capital		Deficit		Loss		Total
December 31, 2024	95	$	1	$	2,192	$	(1,913)	$	(147)	$	133
Net income	—	—		—		44		—		44
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	2	—		22		—		—		22
Repurchases of common stock, retired	(1)	—		—		(44)		—		(44)
Pension and postemployment benefit plans, net of tax	—	—		—		—		2		2
Unrealized loss on derivatives, net of tax	—	—		—		—		(3)		(3)
Currency translation adjustment	—	—		—		—		4		4
March 31, 2025	96	$	1	$	2,214	$	(1,913)	$	(144)	$	158
Net income	—	—		—		9		—		9
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	—	—		30		—		—		30
Repurchases of common stock, retired	(1)	—		—		(28)		—		(28)
Pension and postemployment benefit plans, net of tax	—	—		—		—		1		1
Unrealized loss on derivatives, net of tax	—	—		—		—		(2)		(2)
Currency translation adjustment	—	—		—		—		8		8
June 30, 2025	95	$	1	$	2,244	$	(1,932)	$	(137)	$	176
Net income	—	—		—		40		—		40
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	—	—		35		—		—		35
Repurchases of common stock, retired	(1)	—		—		(31)		—		(31)
Pension and postemployment benefit plans, net of tax	—	—		—		—		1		1
Currency translation adjustment	—	—		—		—		(2)		(2)
September 30, 2025	94	$	1	$	2,279	$	(1,923)	$	(138)	$	219

	Common Stock			Paid-in		Accumulated		Accumulated Other Comprehensive
In millions	Shares	Amount		Capital		Deficit		Loss		Total
December 31, 2023	98	$	1	$	2,074	$	(1,811)	$	(129)	$	135
Net income	—	—		—		20		—		20
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	3	—		29		—		—		29
Repurchases of common stock, retired	(3)	—		—		(127)		—		(127)
Pension and postemployment benefit plans, net of tax	—	—		—		—		1		1
Unrealized gain on derivatives, net of tax	—	—		—		—		4		4
Currency translation adjustment	—	—		—		—		(8)		(8)
March 31, 2024	98	$	1	$	2,103	$	(1,918)	$	(132)	$	54
Net income	—	—		—		37		—		37
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	—	—		28		—		—		28
Repurchases of common stock, retired	(2)	—		—		(43)		—		(43)
Pension and postemployment benefit plans, net of tax	—	—		—		—		2		2
Currency translation adjustment	—	—		—		—		(3)		(3)
June 30, 2024	96	$	1	$	2,131	$	(1,924)	$	(133)	$	75

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents


	Common Stock			Paid-in		Accumulated		Accumulated Other Comprehensive
In millions	Shares	Amount		Capital		Deficit		Loss		Total
December 31, 2023	98	$	1	$	2,074	$	(1,811)	$	(129)	$	135
Net income	—	—		—		20		—		20
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	3	—		29		—		—		29

Repurchases of common stock, retired	(3)	—		—		(127)		—		(127)
Pension and postemployment benefit plans, net of tax	—	—		—		—		1		1
Unrealized gain on derivatives, net of tax	—	—		—		—		4		4
Currency translation adjustment	—	—		—		—		(8)		(8)
March 31, 2024	98	$	1	$	2,103	$	(1,918)	$	(132)	$	54
Net income	—	—		—		37		—		37
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	—	—		28		—		—		28

Repurchases of common stock, retired	(2)	—		—		(43)		—		(43)
Pension and postemployment benefit plans, net of tax	—	—		—		—		2		2

Currency translation adjustment	—	—		—		—		(3)		(3)
June 30, 2024	96	$	1	$	2,131	$	(1,924)	$	(133)	$	75
Net income	—	—		—		32		—		32
Employee stock compensation, employee stock purchase programs and option exercises, net of tax	—	—		35		—		—		35
Repurchases of common stock, retired	—	—		—		(16)		—		(16)
Pension and postemployment benefit plans, net of tax	—	—		—		—		2		2
Unrealized loss on derivatives, net of tax	—	—		—		—		(9)		(9)
Currency translation adjustment	—	—		—		—		6		6
September 30, 2024	96	$	1	$	2,166	$	(1,908)	$	(134)	$	125

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

These statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC") and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the results of operations, financial position and cash flows of Teradata Corporation ("Teradata" or the "Company") for the interim periods presented herein. The year-end 2024 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates.

These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Teradata’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report"). The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.

2. New Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU became effective for annual periods beginning after December 15, 2024. We are assessing the impact of this ASU and upon adoption may be required to include certain additional disclosures in the footnotes to our annual Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning the year ended December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

9In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The new guidance eliminates the requirement to classify software development costs by project stage, instead, entities now capitalize internal-use software costs when management has both authorized and committed funding for the project and it is probable the software will be completed and used as intended. This guidance will be effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted and the standard may be applied prospectively, retrospectively, or using a modified approach. We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

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3. Revenue from Contracts with Customers

Disaggregation of Revenue from Contracts with Customers

The following table presents a disaggregation of revenue:

	Three Months Ended June 30,					Six Months Ended June 30,
	Three Months Ended September 30,					Nine Months Ended September 30,
in millions	2025		2024		*	2025		2024		*
United States
Recurring	$	~~187~~198	$	~~201~~208		$	~~382~~580	$	~~423~~631
Perpetual software licenses and hardware	1		1			56		67
Consulting services	13		1917			2841		4057
Total United States	~~201~~212		~~221~~226			~~415~~627		~~469~~695
International
Recurring	$	~~167~~168	$	~~167~~164		$	~~330~~498	$	~~333~~497
Perpetual software licenses and hardware	2		46			810		713
Consulting services	3834		44			73107		92136
Total International	~~207~~204		~~215~~214			~~411~~615		~~432~~646
Total Revenue	$	~~408~~416	$	~~436~~440		$	~~826~~1,242	$	~~901~~1,341

* Prior period information has been reclassified to conform to the current period presentation.

Rental revenue, which is included in recurring revenue in the above table, was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
in millions	2025		2024		2025		2024
Rental revenue*	$	51	$	5453	$	~~100~~151	$	~~109~~162

*Rental revenue includes hardware maintenance.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, contract assets, and customer advances and deposits (deferred revenue or contract liabilities) on the condensed consolidated balance sheet. Accounts receivable include amounts due from customers that are unconditional. Contract assets relate to the Company’s rights to consideration for goods delivered or services completed and recognized as revenue but billing and the right to receive payment is conditional upon the completion of other performance obligations. Contract assets are included in other current assets on the balance sheet and are transferred to accounts receivable when the rights become unconditional. Deferred revenue consists of advance payments and billings in excess of revenue recognized. Deferred revenue is classified as either current or noncurrent based on the timing of when the Company expects to recognize revenue. These assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period.

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The following table provides information about receivables, contract assets and deferred revenue from contracts with customers:

	As of
in millions	~~June~~September 30, 2025		December 31, 2024
Accounts receivable, net	$	~~293~~309	$	234
Contract assets	$	35	$	4
Current deferred revenue	$	~~521~~527	$	512
Long-term deferred revenue	$	12	$	10

Revenue recognized during the ~~six~~nine months ended ~~June~~September 30, 2025 from amounts included in deferred revenue at the beginning of the period was $~~344~~432 million.

Transaction Price Allocated to Unsatisfied Obligations

The following table includes estimated revenue expected to be recognized in the future related to the Company's unsatisfied (or partially satisfied) obligations at ~~June~~September 30, 2025:

in millions

Total at ~~June~~September 30, 2025

Year 1

Year 2 and Thereafter

Remaining unsatisfied obligations

1,~~841~~864

1,~~233~~245

~~608~~619

The amounts above represent the price of firm orders for which work has not been performed or goods have not been delivered and exclude unexercised contract options outside the stated contractual term that do not represent material rights to the customer. Although the Company believes that the contract value in the above table is firm, approximately $~~985~~997 million of the amount is under contracts that are subject to customer-only general cancellation for convenience terms that the Company is contractually obligated to perform unless the customer notifies us of cancellation. The Company expects to recognize revenue of approximately $~~453~~459 million in the next year from contracts that are non-cancelable. The Company believes the inclusion of this information is important to understanding the obligations that the Company is contractually required to perform and provides useful information regarding remaining obligations related to these executed contracts.

4. Contract Costs

The Company capitalizes sales commissions and other contract costs that are incremental direct costs of obtaining customer contracts if the expected amortization period of the asset is greater than one year. These costs are recorded in capitalized contract costs, net on the Company’s balance sheet. The capitalized amounts are calculated based on the annual recurring revenue and contract value for individual multi-term contracts. The judgments made in determining the amount of costs incurred include whether the commissions are in fact incremental and would not have occurred absent the customer contract. Costs to obtain a contract are amortized as selling, general and administrative expenses on a straight-line basis over the expected period of benefit, which is typically around four years. These costs are periodically reviewed for impairment. The following table identifies the activity relating to capitalized contract costs:

in millions						December 31, 2024						Capitalized						Amortization						~~June~~September 30, 2025
Capitalized contract costs						$	46					$	37					$	(1218)					$	3735

in millions						December 31, 2023						Capitalized						Amortization						~~June~~September 30, 2024
Capitalized contract costs						$	68					$	26					$	(1825)					$	5249

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5. Supplemental Financial Information

	As of
In millions	~~June~~September 30,2025		December 31,2024
Deferred revenue
Deferred revenue, current	$	~~521~~527	$	512
Long-term deferred revenue	12		10
Total deferred revenue	$	~~533~~539	$	522

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Other expense
Foreign currency losses	$	4—	$	2—	$	4	$	11
Other	32		45		79		712
Total Other expense	$	72	$	65	$	1113	$	1823

Argentina Blue Chip Swap Transaction

The Central Bank of Argentina maintains currency controls that limit our ability to access United States ("U.S.") dollars in Argentina and remit cash from our Argentine operations. There is a foreign exchange mechanism known as Blue Chip Swaps, which effectively results in a parallel U.S. dollar exchange rate. The Company completed a Blue Chip Swap transaction during the three months ended ~~June~~September 30, 2025, that resulted in an immaterial pre-tax loss on investment and a cumulative pre-tax loss of $1 million during the nine months ended September 30, 2025. ~~During~~The Company did not transact any Blue Chip Swaps during the three ~~and~~months ~~six~~ended September 30, 2024. During the nine months ended ~~June~~September 30, 2024, we entered into Blue Chip Swap transactions in order to remit cash from our Argentine operations that resulted in pre-tax loss on investment of $~~1 million and $~~3 million~~, respectively~~.

6. Income Taxes

Income tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant infrequent or unusual items which are required to be discretely recognized within the current interim period. The Company expects that a majority of its foreign earnings will be repatriated back to the U.S.. As a result, the effective tax rates in the periods presented are largely based upon the forecasted pre-tax earnings mix and allocation of certain expenses in various taxing jurisdictions where the Company conducts its business.

The effective tax rate is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2025		2024		2025		2024
Effective tax rate	3025.89	%	3231.79	%	25.46	%	3433.56	%

For the three months ended ~~June~~September 30, 2025 and 2024, the Company ~~recorded~~had ~~$1 million~~no ofmaterial ~~net~~ discrete tax ~~expense, a majority of which related to additional tax expense from stock-based compensation vesting~~adjustments.

For the ~~three~~nine months ended ~~June~~September 30, ~~2024~~2025, the Company recorded $1 million of net discrete tax ~~expense~~benefit, aas ~~majority~~the discrete tax benefit recognized in the first quarter of ~~which~~2025 related to ~~additional~~the reversal of uncertain tax positions due to the Company's completion of its IRS audit of its 2020 tax return, was mostly offset by incremental tax expense from stock-based compensation vesting.

For the ~~six~~nine months ended ~~June~~ September 30, ~~2025~~2024, the Company ~~had~~recorded no$3 million ~~material~~of net discrete tax ~~adjustment~~expense, asa ~~the~~majority ~~discrete tax benefit recognized in the first quarter~~ of ~~2025~~which related to ~~the~~additional ~~reversal of uncertain~~ tax ~~positions due to the Company's completion of its IRS audit of its 2020 tax return, which was offset by incremental tax~~ expense from stock-based compensation vesting.

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~~For~~On July 4, 2025, the ~~six~~One ~~months~~Big ~~ended~~Beautiful ~~June~~Bill 30Act (“OBBBA”) was enacted. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, ~~2024~~including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation, among other tax changes. While the Company ~~recorded~~continues ~~$2 million~~to ofassess ~~net~~the ~~discrete~~impact of the tax ~~expense~~provisions and elections available under the OBBBA on its consolidated financial statements, athe ~~majority~~Company currently believes that the tax provisions of ~~which~~the ~~related~~legislation are not expected to ~~additional~~have a material impact on the Company’s effective tax ~~expense~~rate ~~from~~and ~~stock-based~~statement ~~compensation~~of ~~vesting~~operations.

Effective January 1, 2024, many jurisdictions where the Company conducts business, including several European Union members and G20 countries, have enacted a 15% global minimum tax on the income generated in each of the jurisdictions in which the Company operates, referred to as "Pillar Two" of the Global Anti-Base Erosion rules framework that was undertaken by the Organization for Economic Co-operation and Development ("OECD"). The Company continues to monitor developments and evaluate the impacts of the Pillar Two rules, however, as of the date of this Report on Form 10-Q, the Company does not expect the Pillar Two rules to have a material impact to its annual effective tax rate.

The Company estimates its annual effective tax rate for 2025 to be approximately 27.5%, which takes into consideration, among other things, the forecasted earnings mix by jurisdiction and the impact of discrete tax items to be recognized in 2025. Under U.S. tax law, U.S. shareholders are subject to a tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries. The Company has elected to provide for the tax expense related to GILTI in the year in which the tax is incurred. Effective on January 1, 2022, the U.S. tax law changed and now requires R&D expenses to be capitalized and amortized for tax purposes under Internal Revenue Code Section 174, which increases the Company's GILTI tax liability. The Company is currently forecasting approximately $2 million of tax expense related to GILTI in our marginal effective tax rate for 2025.

7. Derivative Instruments and Hedging Activities

As a portion of Teradata’s operations is conducted outside the U.S. and in currencies other than the U.S. dollar, the Company is exposed to potential gains and losses from changes in foreign currency exchange rates. In an attempt to mitigate the impact of currency fluctuations, the Company uses foreign exchange forward contracts to hedge transactional exposures resulting predominantly from foreign currency denominated inter-company receivables and payables. The forward contracts are designated as fair value hedges of specified foreign currency denominated inter-company receivables and payables and generally mature in three months or less. The fair values of foreign exchange contracts are based on market spot and forward exchange rates and represent estimates of possible value that may not be realized in the future. Across its portfolio of contracts, Teradata has both long and short positions relative to the U.S. dollar. As a result, Teradata’s net exposure is less than the total contract notional amount of the Company’s foreign exchange forward contracts.

Gains and losses from foreign exchange forward contracts are fully recognized each period and reported along with the offsetting gain or loss of the related hedged item, either in cost of revenues, operating expenses or in other income (expense), depending on the nature of the related hedged item.

During June 2022, Teradata entered into a cross-currency swap designated as a net investment hedge, to hedge the Euro currency exposure of its net investment in certain foreign subsidiaries. This agreement is a contract to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. Changes in the fair value of this swap are recorded in Accumulated Other Comprehensive Loss in the same manner as foreign currency translation adjustments. In assessing the effectiveness of this hedge, the Company used a method based on changes in spot rates to measure the impact of the foreign currency exchange rate fluctuations on both its foreign subsidiary net investment and the related swap.

The cross-currency swap contract has an expiration date of June 29, 2026. At maturity of the cross-currency swap contract, the Company will deliver the notional amount of €143 million and will receive $150 million from the counterparty. The Company will receive monthly interest payments from the counterparty based on a fixed interest rate until maturity of the agreements.

On June 28, 2022, Teradata executed a five-year Secured Overnight Financing Rate ("SOFR") interest rate swap, to fix the interest rate on approximately 90% of the principal balance of the $500 million term loan, with an initial notional amount of $450 million. The Company uses interest rate swaps to manage interest rate risks on future interest payments caused by interest rate changes on its variable rate term loan. The notional amount of the hedge steps down according to the amortization schedule of the term loan. The notional amount of the hedge was $~~428~~422 million as of ~~June~~September 30, 2025.

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The Company performed an initial effectiveness assessment on the interest rate swap and the net investment hedge foreign currency swap, and the hedges were determined to be effective. The hedges are being evaluated qualitatively on a quarterly basis for effectiveness. Changes in fair value are recorded in Accumulated other comprehensive loss and periodic settlements of the swap will be recorded in interest expense along with the interest on amounts outstanding under the term loan.

The following table identifies the contract notional amount of the Company’s derivative financial instruments:

	As of
In millions	~~June~~September 30,2025		December 31,2024
Contract notional amount of foreign exchange forward contracts	$	~~110~~59	$	70
Net contract notional amount of foreign exchange forward contracts	$	7517	$	21
Contract notional amount of foreign currency exchange (net investment hedge)	$	150	$	150
Contract notional amount of interest rate swap	$	~~428~~422	$	439

All derivatives are recognized in the condensed consolidated balance sheets at their fair value. The notional amounts represent agreed-upon amounts on which calculations of dollars to be exchanged are based and are an indication of the extent of Teradata’s involvement in such instruments. These notional amounts do not represent amounts exchanged by the parties and, therefore, are not a measure of the instruments. Refer to Note 9 for disclosures related to the fair value of all derivative assets and liabilities.

The Company does not hold or issue derivative financial instruments for trading purposes, nor does it hold or issue leveraged derivative instruments. By using derivative financial instruments to hedge exposures to changes in foreign exchange and interest rates, the Company exposes itself to credit risk. The Company manages exposure to counterparty credit risk by entering into derivative financial instruments with highly rated institutions that can be expected to fully perform under the terms of the applicable contracts.

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8. Commitments and Contingencies

Legal Proceedings. In the ordinary course of business, the Company is subject to proceedings, lawsuits, governmental investigations, claims and other matters, including those that relate to the environment, health and safety, employee benefits, export compliance, intellectual property, tax matters and other regulatory compliance and general matters, including for Foreign Corrupt Practices Act and shareholder matters. It is not currently a party to any litigation, nor is it aware of any pending or threatened litigation against it that the Company believes would materially affect its business, operating results, financial condition or cash flows, other than the following.

14On June 19, 2018, the Company and certain of its subsidiaries filed a lawsuit (the "TD-SAP 1" suit) in the U.S. District Court for the Northern District of California against SAP SE, SAP America, Inc., and SAP Labs, LLC (collectively, "SAP"). In the TD-SAP 1 lawsuit, the Company alleged, among other things, that SAP misappropriated certain of the Company’s trade secrets within the Company’s enterprise data analytics and warehousing products and used such trade secrets to help develop, improve, introduce, and sell one or more competing products. The Company further alleged that SAP employed anticompetitive practices using its substantial market position in the enterprise resource planning applications market to pressure the Company’s customers and prospective customers to use one or more of SAP's competing products and reduce or eliminate customers' and prospective customers' use of the Company's offerings. The Company sought an injunction barring SAP’s alleged conduct, monetary damages, and other available legal and equitable relief. In July 2019, SAP filed patent infringement counterclaims against the Company based on five of SAP’s U.S. patents. On August 31, 2020, the Company filed a second lawsuit against SAP (the "TD-SAP 2" suit) in the U.S. District Court for the Northern District of California, in which the Company alleged infringement by SAP of four of the Company's U.S. patents. On February 16, 2021, SAP filed additional patent infringement counterclaims against the Company in response. On the same day, SAP also filed a lawsuit in Germany (the "TD-SAP 3" suit) for infringement of a single German patent. In November 2021, the district court dismissed the Company’s antitrust claims and most of its trade secret claims in the TD-SAP 1 suit. In December 2021, the Company appealed that decision to the U.S. Court of Appeals for the Federal Circuit in Washington, D.C. That Court ruled the appeal should be decided by the Ninth Circuit Court of Appeals and transferred the appeal to the Ninth Circuit, where a three-judge panel heard oral arguments on February 12, 2024. Soon after, the Company and SAP entered into a partial settlement agreement that resulted in full dismissal of all claims and counterclaims in the TD-SAP 2 suit in California and the TD-SAP 3 suit in Germany, as well as a stay of all claims and counterclaims remaining in the TD-SAP 1 suit pending resolution of the Company’s appeal. On December 19, 2024, the Ninth Circuit panel ruled in the Company’s favor, overturning the district court’s summary judgment decision with respect both to the antitrust claims and the trade secret claims, and remanding to the district court for further proceedings. On January 23, 2025, SAP petitioned the Ninth Circuit for rehearing en banc. The Ninth Circuit denied SAP’s rehearing petition on March 4, 2025, and issued its mandate returning the case to the district court on April 1, 2025. On June 2, 2025, SAP petitioned for a writ of certiorari ("cert") to the Supreme Court challenging the Ninth Circuit’s reasoning on applicability of the per se rule to the Company’s antitrust claim. The Supreme Court denied SAP’s cert petition on October 6, 2025. Trial is set to begin with jury selection on March 30, 2026, in the U.S. District Court for the Northern District of California. Currently, it is not possible to determine the likelihood of a loss or a reasonably estimated range of loss, if any, pertaining to any of SAP’s remaining patent counterclaims in the TD-SAP 1 lawsuit.

On June 14, 2024, a putative securities class action lawsuit was filed against the Company and certain of its officers in the United States District Court for the Southern District of California (the "Court"), captioned Ostrander v. Teradata Corporation, No. 24-cv-01034 (S.D. Cal.). The complaint asserts claims for alleged violations of federal securities laws related to statements concerning the Company’s business and 2023 financial outlook for Total ARR and Public Cloud ARR. The plaintiff seeks to represent a class of certain persons who purchased or otherwise acquired the Company’s stock during the period from February 13, 2023 to February 12, 2024 and seeks unspecified damages and other relief. On December 6, 2024, the lead plaintiff in the case filed an amended complaint, after which the Company filed a motion to dismiss on February 4, 2025. On September 26, 2025, the Court granted the motion to dismiss in full with leave to amend. Plaintiff elected not to file an amended complaint and will have 30 days from entry of final judgment to file a notice of appeal.

There are two pending shareholder derivative actions that adopt similar allegations as the securities class action and assert claims purportedly on behalf of Teradata and against the Company’s directors and officers. Brennan v. McMillan, et al., Case No. 25-cv-02113-BEN-BLM (S.D. Cal.); Lipshutz v. McMillan, et al., Case No. 25-cv-01121-CAB-MSB (S.D. Cal.). These cases have been consolidated and are currently stayed. The Company

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Oncannot ~~June~~reasonably ~~19,~~estimate ~~2018,~~ the ~~Company~~amount ~~and certain~~ of ~~its~~any ~~subsidiaries~~potential ~~filed~~financial aloss lawsuit (the "TD-SAP 1" suit) in the U.S. District Court for the Northern District of California against SAP SE, SAP America, Inc., and SAP Labs, LLC (collectively, "SAP"). In the TD-SAP 1 lawsuit, the Company alleged, among other things, that SAP misappropriated certain of the Company’s trade secrets within the Company’s enterprise data analytics and warehousing products and used such trade secrets to help develop, improve, introduce, and sell one or ~~more~~cost ~~competing products. The Company further alleged~~ that ~~SAP~~could ~~employed~~result ~~anticompetitive~~from ~~practices~~Ostrander ~~using its substantial market position in the enterprise resource planning applications market to pressure the Company’s customers and prospective customers to use one~~ or ~~more of SAP's competing products and reduce or eliminate customers' and prospective customers' use of~~ the ~~Company's~~ancillary ~~offerings.~~lawsuits ~~The~~at ~~Company~~this ~~sought~~stage an injunction barring SAP’s alleged conduct, monetary damages, and other available legal and equitable relief. In July 2019, SAP filed patent infringement counterclaims against the Company based on five of ~~SAP’s U.S. patents. On August 31, 2020,~~ the ~~Company filed a second lawsuit against SAP (the "TD-SAP 2" suit) in the U~~litigation.S. District Court for the Northern District of California, in which the Company alleged infringement by SAP of four of the Company's U.S. patents. On February 16, 2021, SAP filed additional patent infringement counterclaims against the Company in response. On the same day, SAP also filed a lawsuit in Germany (the "TD-SAP 3" suit) for infringement of a single German patent. In November 2021, the district court dismissed the Company’s antitrust claims and most of its trade secret claims in the TD-SAP 1 suit. In December 2021, the Company appealed that decision to the U.S. Court of Appeals for the Federal Circuit in Washington, D.C. That Court ruled the appeal should be decided by the Ninth Circuit Court of Appeals and transferred the appeal to the Ninth Circuit, where a three-judge panel heard oral arguments on February 12, 2024. Soon after, the Company and SAP entered into a partial settlement agreement that resulted in full dismissal of all claims and counterclaims in the TD-SAP 2 suit in California and the TD-SAP 3 suit in Germany, as well as a stay of all claims and counterclaims remaining in the TD-SAP 1 suit pending resolution of the Company’s appeal. On December 19, 2024, the Ninth Circuit panel ruled in the Company’s favor, overturning the district court’s summary judgment decision with respect both to the antitrust claims and the trade secret claims, and remanding to the district court for further proceedings. On January 23, 2025, SAP petitioned the Ninth Circuit for rehearing en banc. The Ninth Circuit denied SAP’s rehearing petition on March 4, 2025, and issued its mandate returning the case to the district court on April 1, 2025. On June 2, 2025, SAP petitioned for a writ of certiorari to the Supreme Court challenging the Ninth Circuit’s reasoning on applicability of the per se rule to the Company’s antitrust claim. SAP moved both the Ninth Circuit and the district court to stay proceedings pending the Supreme Court’s ruling on the writ of certiorari petition; both motions were denied and the district court scheduled trial to begin on April 13, 2026. Currently, it is not possible to determine the likelihood of a loss or a reasonably estimated range of loss, if any, pertaining to any of SAP’s remaining patent counterclaims in the TD-SAP 1 lawsuit.

OnOther ~~June~~Contingencies. 14Additionally, ~~2024, a putative securities class action lawsuit was filed against~~ the Company ~~and~~provides ~~certain of~~ its ~~officers~~customers inwith ~~the~~certain ~~United~~indemnification ~~States~~rights. ~~District~~In ~~Court~~general, ~~for~~ the ~~Southern~~Company ~~District~~agrees ofto ~~California~~indemnify (the ~~"Court"),~~customer ~~captioned~~if ~~Ostrander~~a v.third ~~Teradata~~party ~~Corporation,~~asserts ~~No.~~patent ~~24-cv-01034~~or ~~(S.D.~~other ~~Cal.).~~infringement ~~The~~on ~~complaint~~the ~~asserts~~part ~~claims for alleged violations~~ of ~~federal~~the ~~securities~~customer ~~laws~~for ~~related~~its touse ~~statements~~of ~~concerning~~ the Company’s ~~business and 2023 financial outlook for Total ARR and Public Cloud ARR~~offerings. The ~~plaintiff seeks to represent a class of certain persons who purchased or otherwise acquired the~~ Company’s ~~stock~~has ~~during~~indemnification ~~the~~obligations ~~period~~under ~~from~~its ~~February~~charter ~~13,~~and ~~2023~~bylaws to ~~February~~its ~~12,~~officers ~~2024~~ and ~~seeks~~directors, ~~unspecified damages~~ and ~~other~~has ~~relief.~~entered Oninto ~~December~~indemnification 6,agreements ~~2024,~~with the ~~lead~~officers ~~plaintiff~~and indirectors ~~the~~of ~~case~~its ~~filed~~subsidiaries. anFrom ~~amended~~time ~~complaint~~to time, ~~after which~~ the Company ~~filed~~also aenters ~~motion~~into toagreements ~~dismiss~~in onconnection ~~February~~with 4,its ~~2025.~~acquisition ~~Briefing~~and ondivestiture ~~the~~activities ~~motion~~that isinclude ~~complete.~~indemnification ~~The~~obligations ~~Company~~by ~~disputes~~ the ~~allegations~~Company. inThe ~~the~~fair ~~amended~~value ~~complaint~~of ~~and~~these ~~intends~~indemnification toobligations ~~defend~~is ~~the~~typically ~~case~~not ~~vigorously.~~readily ~~The~~determinable ~~case~~due isto atthe anconditional ~~early~~nature ~~stage,~~of ~~and~~ the Company’s ~~cannot~~potential ~~reasonably~~obligations ~~estimate~~and the ~~amount~~specific offacts ~~any~~and ~~potential~~circumstances ~~financial~~involved ~~loss~~with oreach ~~cost~~particular ~~that could result from this lawsuit~~agreement.

On May 2, 2025, a Teradata shareholder filed a derivative lawsuit, purportedly on behalf of the Company, against the current members of the Company’s Board of Directors and former CFO, captioned Lipshutz v. McMillan, No. 25-cv-1121 (S.D. Cal.). The complaint is based primarily on the same set of allegations in the Ostrander securities class action lawsuit, and asserts claims for violations of the securities laws based on allegedly misleading proxy statements, and claims for breach of fiduciary duty and unjust enrichment, among other claims. The case is at an early stage, and the Company cannot reasonably estimate the amount of any potential financial loss or cost that could result from this lawsuit.

Other Contingencies. The Company provides its customers with certain indemnification rights. In general, the Company agrees to indemnify the customer if a third party asserts patent or other infringement on the part of the customer for its use of the Company’s offerings. The Company has indemnification obligations under its charter and bylaws to its officers and directors, and has entered into indemnification agreements with the officers and directors

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of its subsidiaries. From time to time, the Company also enters into agreements in connection with its acquisition and divestiture activities that include indemnification obligations by the Company. The fair value of these indemnification obligations is typically not readily determinable due to the conditional nature of the Company’s potential obligations and the specific facts and circumstances involved with each particular agreement.

As such, the Company has generally not recorded a liability in connection with these indemnification arrangements. Historically, payments made by the Company under these types of agreements have not had a material effect on the Company’s consolidated financial condition, results of operations or cash flows.

Concentrations of Risk. The Company is potentially subject to concentrations of credit risk on accounts receivable and financial instruments such as hedging instruments, and cash and cash equivalents. Credit risk includes the risk of nonperformance by counterparties. The maximum potential loss may exceed the amount recognized on the balance sheet. Exposure to credit risk is managed through credit approvals, credit limits, selecting major international financial institutions (as counterparties to hedging transactions) and monitoring procedures. Teradata’s business often involves large transactions with customers, and if one or more of those customers were to default in its obligations under applicable contractual arrangements, the Company could be exposed to potentially significant losses. However, management believes that the reserves for potential losses were adequate at ~~June~~September 30, 2025 and December 31, 2024.

The Company is also potentially subject to concentrations of supplier risk. Our hardware components are assembled primarily by Flex Ltd. ("Flex"). Flex procures a wide variety of components used in the manufacturing process on behalf of the Company. Although many of these components are available from multiple sources, Teradata utilizes preferred supplier relationships to provide more consistent and optimal quality, cost and delivery. Typically, these preferred suppliers maintain alternative processes and/or facilities to ensure continuity of supply. Given the Company’s strategy to outsource its manufacturing activities to Flex and to source certain components from single suppliers, a disruption in production at Flex or at a supplier could impact the timing of customer shipments and/or Teradata’s operating results. In addition, a significant change in the forecasts to any of these preferred suppliers could result in purchase obligations for components that may be in excess of demand.

9. Fair Value Measurements

Fair value measurements are established utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as significant other observable inputs, such as quoted prices in active markets for similar assets or liabilities, or quoted prices in less-active markets for identical assets; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s assets and liabilities measured at fair value on a recurring basis include money market funds, interest rate swaps, foreign currency swaps and foreign currency exchange contracts. A portion of the Company’s excess cash reserves are held in money market funds which generate interest income based on the prevailing market rates. Money market funds are included in cash and cash equivalents in the Company’s balance sheet. Money market fund holdings are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy.

When deemed appropriate, the Company minimizes its exposure to changes in foreign currency exchange rates through the use of derivative financial instruments, specifically, foreign exchange forward contracts. Additionally, in June 2022, Teradata executed a five-year interest rate swap with a $450 million initial notional amount in order to hedge the variable interest rate on its term loan and a four-year cross-currency swap with initial notional amounts of €143 million/$150 million, as a net investment hedge to hedge the Euro currency exposure of our net investment in certain foreign subsidiaries. The fair value of these contracts and swaps are measured at the end of each interim reporting period using observable inputs other than quoted prices, specifically market spot and forward exchange rates. As such, these derivative instruments are classified within Level 2 of the valuation hierarchy. Fair value of unrealized gains for open contracts are recorded in other assets and the fair value of unrealized losses are recorded in other liabilities in the Company's balance sheet. The fair value of foreign exchange forward contract assets and liabilities at June 30, 2025 and December 31, 2024 was not material. Realized gains and losses from the Company’s

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certain foreign subsidiaries. The fair value of these contracts and swaps are measured at the end of each interim reporting period using observable inputs other than quoted prices, specifically market spot and forward exchange rates. As such, these derivative instruments are classified within Level 2 of the valuation hierarchy. Fair value of unrealized gains for open contracts are recorded in other assets and the fair value of unrealized losses are recorded in other liabilities in the Company's balance sheet (classified between current and long-term by their remaining duration). The fair value of foreign exchange forward contract assets and liabilities at September 30, 2025 and December 31, 2024 was not material. Realized gains and losses from the Company’s fair value and net investment hedges net of corresponding gains or losses on the underlying exposures were immaterial for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

The Company’s other assets and other liabilities measured at fair value on a recurring basis and subject to fair value disclosure requirements at ~~June~~September 30, 2025 and December 31, 2024 were as follows:

			Fair Value Measurements at Reporting Date Using
In millions	Total		Quoted Prices inActive Marketsfor IdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Money market funds at June 30, 2025	$	73	$	73	$	—	$	—
Money market funds at September 30, 2025	$	90	$	90	$	—	$	—
Money market funds at December 31, 2024	$	151	$	151	$	—	$	—
Interest rate swap at June 30, 2025	$	3	$	—	$	3	$	—
Interest rate swap at September 30, 2025	$	2	$	—	$	2	$	—
Interest rate swap at December 31, 2024	$	9	$	—	$	9	$	—
Foreign currency swap at December 31, 2024	$	1	$	—	$	1	$	—
Liabilities
Foreign currency swap at June 30, 2025	$	18	$	—	$	18	$	—
Foreign currency swap at September 30, 2025	$	18	$	—	$	18	$	—

10. Debt

On June 28, 2022, the Company entered into a Credit Agreement that provides for (i) a five-year unsecured term loan in an aggregate principal amount of $500 million (the "Term Loan"), and (ii) a five-year unsecured revolving credit facility in an aggregate principal amount of up to $400 million, including a $50 million sublimit for the issuance of standby letters of credit and a $50 million sublimit for swingline loans (the "Revolving Facility" and, collectively with the Term Loan, the "Credit Facility").

All outstanding borrowings pursuant to the Revolving Facility are due and payable on June 28, 2027, however, the maturity date of the Revolving Facility may be extended by agreement of the parties for up to two additional one-year periods. The Term Loan is payable in quarterly installments, which commenced on June 30, 2024, with 1.25% of the initial principal amount due on each of the first twelve payment dates, with all remaining principal due on June 28, 2027. Under the terms of the Credit Facility, Teradata from time to time and subject to certain conditions may increase the lending commitments under the Credit Facility in an aggregate principal amount up to an additional $450 million, to the extent that existing or new lenders agree to provide such additional commitments. The outstanding principal amount of the Credit Facility bears interest at a floating rate based upon, at Teradata’s option, a negotiated base rate or an adjusted term SOFR rate, plus in each case, a margin based on the Company's leverage ratio. As disclosed in Note 7, in June 2022, Teradata entered into an interest rate swap to hedge approximately 90% (or $~~428~~422 million as of ~~June~~September 30, 2025) of the floating interest rate of the total $500 million Term Loan and a cross currency swap to hedge a portion of Euro currency exposure of its net investment in certain foreign subsidiaries.

The Credit Facility is unsecured but is guaranteed by certain of Teradata’s material domestic subsidiaries and contains certain customary representations and warranties, default provisions, and affirmative and negative covenants, including, among others, covenants regarding the maintenance of a leverage ratio and covenants relating to financial reporting, compliance with laws, subsidiary indebtedness, liens, sale and leaseback transactions, mergers and other fundamental changes, and entry into certain restrictive agreements. Most of the covenants are subject to materiality, thresholds, and exceptions. On September 21, 2023, the Credit Agreement was amended to establish key performance indicators with respect to certain environmental, social, and governance ("ESG") targets, pursuant to which certain positive or negative adjustments would be made to various fees and applicable margin based on Teradata’s performance against such ESG targets.

As of June 30, 2025, the Company had no borrowings outstanding under the Revolving Facility, leaving $400 million in borrowing capacity available under the Revolving Facility and the Term Loan principal outstanding 18

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~~was $469~~mergers ~~million.~~and ~~The~~other ~~Term~~fundamental ~~Loan~~changes, isand ~~recognized~~entry oninto ~~the~~certain ~~Company's~~restrictive ~~balance~~agreements. ~~sheet~~Most atof the ~~unpaid~~covenants ~~principal~~are ~~balance~~subject to materiality, ~~net~~thresholds, ofand ~~deferred~~exceptions. ~~issuance~~On ~~costs~~September 21, 2023, the Credit Agreement was amended to establish key performance indicators with respect to certain environmental, social, and isgovernance ~~not~~("ESG") ~~subject~~targets, pursuant to ~~fair~~which ~~value~~certain ~~measurement.~~positive ~~The~~or ~~Company~~negative ~~was~~adjustments inwould ~~compliance~~be ~~with~~made ~~all~~to ~~covenants~~various ~~under~~fees ~~the~~and ~~Credit~~applicable ~~Facility~~margin asbased ofon ~~June 30,~~Teradata’s ~~2025~~performance against such ESG targets.

~~For~~As ~~the~~of ~~three months ended June~~September 30, 2025, ~~and~~the ~~June 30,~~Company ~~2024,~~had no borrowings outstanding under the Revolving Facility, leaving $400 ~~blended~~million ~~all-~~in ~~interest~~ ~~rate~~borrowing oncapacity available under the ~~Credit~~Revolving Facility and the Term Loan principal outstanding was $463 4million.~~17%~~ The Term Loan is recognized on the Company's balance sheet at the unpaid principal balance, net of deferred issuance costs, and 4is not subject to fair value measurement.~~41%~~ The Company was in compliance with all covenants under the Credit Facility as of September 30, ~~respectively~~2025.

For the three months ended September 30, 2025 and September 30, 2024, the blended all-in interest rate on the Credit Facility was 4.14% and 4.21%, respectively.

11. Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the reported period. The calculation of diluted earnings per share is similar to basic earnings per share, except that the weighted average number of shares outstanding includes the dilution from potential shares resulting from stock options, restricted stock awards and other stock awards. The components of basic and diluted earnings per share are as follows:

	Three Months EndedJune 30,				Six Months Ended June 30,
	Three Months EndedSeptember 30,				Nine Months Ended September 30,
In millions, except per share amounts	2025		2024		2025		2024
Net income attributable to common stockholders	$	940	$	3732	$	5393	$	5789
Weighted average outstanding shares of common stock	9594.32		96.51		9594.29		9796.07
Dilutive effect of employee stock options, restricted stock and other stock awards	01.73		0.9		1.86		1.96
Common stock and common stock equivalents	9695.05		97.40		9796.05		98.93
Net income per share:
Basic	$	0.0942	$	0.3833	$	0.5698	$	0.5992
Diluted	$	0.0942	$	0.3833	$	0.5596	$	0.5891

Options to purchase 0.1 million shares in the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, were not included in the computation of diluted earnings per share because the exercise prices of these options were greater than the average market price of the common shares for the period, and therefore would have been anti-dilutive. There were no anti-dilutive options excluded for the three and ~~six~~nine months ended ~~June~~September 30, 2024.

12. Segment and Other Supplemental Information

On August 5, 2024, Teradata announced that it realigned its sales function and initiated global restructuring to optimize operations. Due to these organizational changes Teradata now manages its business under two segments, which are also the Company’s operating segments: (1) Product Sales and (2) Consulting Services. The Company’s Product Sales segment represents the results for the Recurring Revenue and Perpetual Software Licenses, Hardware and Other line items and the Consulting Services segment represents the Consulting Services line item, each as disclosed in the Company’s financial statements and in the tables in this Form 10-Q. For purposes of discussing results by segment, management excludes the impact of certain items, consistent with the manner by which management evaluates the performance of each segment. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by Teradata management to make decisions regarding the segments and to assess financial performance. The chief operating decision maker, who is the Company's President and Chief Executive Officer, evaluates the performance of the segments based on revenue and multiple profit measures, including segment gross profit. For management reporting purposes, assets are not allocated to the segments. Prior period segment information has been reclassified to conform to the current period presentation.

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The following table presents segment revenue and segment gross profit for the Company:

Three Months EndedJune 30,

Six Months Ended June 30,

Three Months EndedSeptember 30,

Nine Months Ended September 30,

In millions

2025

2024

2025

2024

Segment revenue

Product Sales

~~357~~369

~~373~~379

~~725~~1,094

~~769~~1,148

Consulting Services

5147

6361

~~101~~148

~~132~~193

Total revenue

~~408~~416

~~436~~440

~~826~~1,242

~~901~~1,341

Segment cost of revenue

Product Sales (1)

~~118~~114

~~111~~114

~~233~~347

~~229~~343

Consulting Services (2)

5243

5455

~~103~~146

~~112~~167

Total segment cost of revenue

~~170~~157

~~165~~169

~~336~~493

~~341~~510

Segment gross profit

Product Sales

~~239~~255

~~262~~265

~~492~~747

~~540~~805

Consulting Services

~~(1)~~4

(2)

2026

Total segment gross profit

~~238~~259

271

~~490~~749

~~560~~831

Stock-based compensation expense

913

Acquisition, integration, reorganization, and transformation-related costs

Total gross profit

~~230~~253

~~265~~266

~~478~~731

~~549~~815

Selling, general and administrative expenses

~~135~~122

~~131~~137

~~251~~373

~~292~~429

Research and development expenses

7170

6873

~~137~~207

~~143~~216

Income from operations

2461

6656

90151

~~114~~170

(1) Cost of Product Sales, for the three months ended ~~June~~September 30, included product costs of $5960 million in 2025 and $5455 million in 2024 for Public Cloud fees and direct product and third-party software costs associated with the Company's perpetual product sales. Depreciation expense for the three months ended ~~June~~September 30, included in Cost of Product Sales, was $1918 million in 2025, and $2019 million in 2024. The remaining cost of Product Sales included payroll and benefits costs, and corporate allocations including back-office information technology, real estate, and other support services. Cost of Product Sales, for the ~~six~~nine months ended ~~June~~September 30, included product costs of $~~123~~183 million in 2025 and $~~109~~164 million in 2024 for Public Cloud fees and direct product and third-party software costs associated with the Company's perpetual product sales. Depreciation expense for the ~~six~~nine months ended ~~June~~September 30, included in Cost of Product Sales, was $3553 million in 2025, and $4160 million in 2024. The remaining cost of Product Sales included payroll and benefits costs, and corporate allocations including back-office information technology, real estate, and other support services.

(2) Cost of Consulting Services, for the three months ended ~~June~~September 30, included payroll and benefit costs of $3329 million in 2025 and $3435 million in 2024. The remaining cost of Consulting Services included corporate allocations, including back-office information technology, real estate, and other support services. Cost of Consulting Services, for the ~~six~~nine months ended ~~June~~September 30, included payroll and benefit costs of $6594 million in 2025 and $71106 million in 2024. The remaining cost of Consulting Services included corporate allocations, including back-office information technology, real estate, and other support services.

Certain items, including stock-based compensation and reorganization-related costs, were excluded from segment gross profit to conform to the way the Company manages and reviews the results by segment.

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13. Reorganization and Business Transformation

On August 5, 2024, the Company announced that it realigned its sales function and initiated global restructuring and cost actions to optimize operations, reduce non-revenue generating expenses, and drive efficiencies for long-term growth and profitability (the "Restructuring"). The majority of the actions related to the Restructuring ~~are~~have ~~expected~~been tocompleted beas ~~completed~~of bySeptember ~~mid~~30, 2025, with remaining actions to be substantially completed by ~~the~~early ~~end of 2025~~2026.

The Company expects that the majority of the costs relating to the Restructuring will include one-time employee separation benefits, transition support, and other employee-related costs. The Company expects that it will incur total charges related to the Restructuring in the range of approximately $20 to $25 million. The Company recognized costs of $14 million related to the Restructuring in 2024. The Company expects to recognize the remainder of these charges during 2025. Cash expenditures related to these actions are estimated at approximately $45 to $50 million. The Company recorded $14 million of cash payments from these actions in 2024,. ~~and~~Approximately ~~approximately~~ $3025 to $3530 million are expected to occur during 2025, with the remaining payments being made in 2026.

During the ~~six~~nine months ended ~~June~~ September 30, 2025, the Company recognized cost of revenue of $2 million for employee severance and other employee-related costs associated with the Restructuring and $54 million in selling, general and administrative expenses were recorded. There was no impact to the segment gross profit.

Cash paid related to the Restructuring was $1119 million in 2025. Not included in the table below are approximately $811 million in 2025 of cash payments for international employees which did not have a material impact on the Condensed Consolidated Statements of Income as the Company accounts for its International postemployment benefits under Accounting Standards Codification 712, Compensation - Nonretirement Postemployment Benefits ("ASC 712"), which uses actuarial estimates to accrue for severance benefits over the course of employees' service period.

The estimate of the savings (and any reinvestment thereof), costs, charges, and cash expenditures that the Company expects to incur in connection with the Restructuring, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from the estimates. In addition, the Company may incur other costs and charges not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Restructuring.

The Company may enter into additional restructuring programs and incur future additional restructuring expenses associated with these plans or new plans. At this time, we are unable to estimate the range of costs associated with any such future phases of any of our restructuring programs or the total costs we may incur in connection with such future programs.

The 2025 activity and the reserves related to the Restructuring are as follows:

In millions						Balance at December 31, 2024			Expense accruals			Cash payments			Balance at ~~June~~September 30, 2025
Employee separation benefits						$	5		$	76		$	(38)		$	93

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A").

You should read the following discussion in conjunction with the Condensed Consolidated Financial Statements (Unaudited) and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report"). The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Overview

At Teradata Corporation ("we," "us," "Teradata," or the "Company"), we believe that people thrive when empowered with trusted information. We are focused on helping organizations improve business performance, enrich customer experiences, and integrate data across the enterprise. As such, we strive to innovate and deliver trusted solutions for their toughest data and analytics challenges. That is why we built our comprehensive open and connected cloud analytics and data platform for artificial intelligence ("AI"). With our hybrid cloud platform, named Teradata Vantage, underpinned by our extensive patented workload management optimization technology, we are well positioned to help enterprises solve business problems and deliver business breakthroughs with its capabilities to provide harmonized data, trusted AI, and faster innovation. As a result, we believe that we empower our customers to make better, more confident decisions, engage in faster innovation, and drive positive impact within the enterprise.

Teradata is recognized by industry analysts as offering a hybrid cloud analytics and data platform with next-generation, cloud-native deployment and expansive analytics capabilities. We believe we are differentiated by providing our hybrid cloud analytics and data platform offering across an open and connected ecosystem. Our differentiated approach spans deployments in the top public cloud service provider platforms of AWS, Microsoft Azure, and Google Cloud, as well as private cloud platform instances, on-premises, and hybrid environments.

We are continuing to execute on our priorities, including supporting our customers, whether leveraging Teradata in a hybrid environment, in the cloud or on-premises, migrating customers to the cloud, helping them expand their Teradata environment or upgrade to the latest version of our platform, as well as adding new customers. We are also focused on accelerating innovation with our hybrid platform and ClearScape Analytics capabilities, delivering new AI capabilities to enable customers to take advantage of generative and agentic AI, and driving operational excellence and agility across the Company.

To allow for greater transparency regarding the progress we are making toward achieving our strategic objectives, we utilize the following financial and performance metrics:

•Annual Recurring Revenue ("ARR") - annual value at a point in time of recurring contracts.

•Total Annual Recurring Revenue ("Total ARR") - annual value at a point in time of all recurring contracts, including subscription, cloud, software upgrade rights, and maintenance. Total ARR does not include managed services.

•Public Cloud ARR (included within Total ARR) - annual value at a point in time of all contracts related to Public Cloud implementations of Teradata VantageCloud and does not include ARR related to private or managed cloud implementations.

•Cloud Net Expansion Rate - Teradata calculates its last-twelve months dollar-based cloud net expansion rate as of a fiscal quarter end as follows:

◦We identify the ARR for active cloud customers in the fiscal quarter ending one year prior to the given fiscal quarter (the "base period");

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◦We then identify the Public Cloud ARR in the given fiscal quarter (the "current period") from the same set of active cloud customers as the base period, including increases in usage, as well as reductions and cancellations, and additional conversions of on-premises revenues to the cloud for customers active in the base period, all in constant currency; and

◦The quarterly dollar-based, Cloud Net Expansion Rate is calculated by taking the ARR from the current period and dividing by the ARR from the base period.

The last twelve-month dollar-based cloud net expansion rate is calculated by taking the average of the quarterly dollar-based cloud net expansion rate from the last fiscal quarter and the prior three fiscal quarters.

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~~Second~~Third Quarter Financial Overview

As more fully discussed in later sections of this MD&A, the following were what we view as the more significant financial items for the ~~second~~third quarter of 2025:

•At the end of the ~~second~~third quarter of 2025, Total ARR was $1.~~489~~490 billion compared to $1.~~465~~482 billion at the end of the ~~second~~third quarter of 2024, increasing 21% as compared to the ~~second~~third quarter of 2024, including a 21% positive impact from foreign currency fluctuations.

•At the end of the ~~second~~third quarter of 2025, Public Cloud ARR was $~~634~~633 million compared to $~~542~~570 million at the end of the ~~second~~third quarter of 2024, increasing 1711% as compared to the ~~second~~third quarter of 2024, ~~including~~with ano ~~2% positive~~ impact from foreign currency fluctuations.

•Total revenue was $~~408~~416 million for the ~~second~~third quarter of 2025, decreasing by $2824 million compared to the ~~second~~third quarter of 2024, with recurring revenue down 42%. Perpetual software licenses, hardware and other revenue reduced by 4057%, and consulting services revenue decreased 1923%. Foreign currency fluctuations had a 1% positive impact on total revenue for the quarter compared to the prior year.

•Gross margin ~~decreased~~increased to 5660.48% in the ~~second~~third quarter of 2025 from 60.85% in the ~~second~~third quarter of 2024, primarily due to ~~lower consulting services margin rates, which were largely driven by lower overall consulting services revenue compared to the prior year, and lower recurring revenue margin rates, primarily due to~~ a ~~higher~~greater mix of ~~Public~~recurring ~~Cloud revenues versus on-premises~~ revenue asin ~~compared to~~ the ~~prior-year~~ period.

•Operating expenses for the ~~second~~third quarter of 2025 ~~increased~~decreased 49% compared to the ~~second~~third quarter of 2024, largely ~~due~~from tolower ~~the~~employee ~~impact~~compensation ofexpense ~~severance charges~~ in the ~~second~~third quarter of 2025, ~~partially offset by lower employee compensation expenses~~ due to the impact of restructuring actions taken in the prior year.

•Operating income was $2461 million in the ~~second~~third quarter of 2025, compared to $6656 million in the ~~second~~third quarter of 2024.

•Net income in the ~~second~~third quarter of 2025 was $940 million, compared to $3732 million in the ~~second~~third quarter of 2024.

•Cloud Net Expansion Rate for the ~~second~~third quarter of 2025 was ~~112~~109%, compared to ~~123~~120% for the ~~second~~third quarter of 2024.

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Results of Operations for the Three Months Ended ~~June~~September 30, 2025

Compared to the Three Months Ended ~~June~~September 30, 2024

Revenue

			% of				% of
In millions	2025		Revenue		2024		Revenue
Recurring	$	~~354~~366	8688.80	%	$	~~368~~372	84.46	%
Perpetual software licenses, hardware and other	3		0.7	%	57		1.16	%
Consulting services	5147		1211.53	%	6361		1413.48	%
Total revenue	$	~~408~~416	100	%	$	~~436~~440	100	%

Total revenue decreased $2824 million, or 65%, in the ~~second~~third quarter of 2025, including a 1% positive impact from foreign currency fluctuations. Recurring revenue decreased 42% as compared to the ~~second~~third quarter of 2024 ~~with~~including noa ~~material~~1% positive impact from foreign currency fluctuations. Recurring revenue for the ~~second~~third quarter of 2025 included growth from Public Cloud revenue, which was more than offset by a decrease in revenue from our on-premises business. Revenue from perpetual software licenses, hardware and other decreased $24 million year over year. Consulting services revenue decreased 1923% in the ~~second~~third quarter of 2025, including a 1% ~~positive~~negative impact from foreign currency fluctuations. The consulting services revenue decrease is an expected result of the lower order booking activity in the second half of 2024 and into 2025.

Financial and Performance Measures

Our Total ARR is composed of three main categories: (1) Public Cloud ARR, (2) ARR related to on-premises subscription-based contracts and private cloud ("Subscription ARR"), and (3) ARR related to our legacy perpetual maintenance and software upgrade rights. At ~~June~~September 30, 2025 and 2024 our Total ARR consisted of:

In millions

2025

2024

Public Cloud

~~634~~633

~~542~~570

Subscription

~~756~~765

~~802~~793

Maintenance and Software upgrade rights

9992

~~121~~119

Total ARR

1,~~489~~490

1,~~465~~482

Cloud Net Expansion rate

~~112~~109

~~123~~120

At the end of the ~~second~~third quarter of 2025, Total ARR increased 21% as compared to the ~~second~~third quarter of 2024, including a 1% positive impact from foreign currency fluctuations. At the end of the ~~second~~third quarter of 2025, Public Cloud ARR increased 1711% as compared to the ~~second~~third quarter of 2024, ~~including~~with ano 2%significant ~~positive~~ impact from foreign currency fluctuations. Public Cloud ARR growth in the ~~second~~third quarter of 2025 was primarily driven by customer demand of Teradata VantageCloud, our Public Cloud offering. The decreases in subscription ARR and maintenance and software upgrade rights ARR were primarily driven by customer migrations to Public Cloud ARR, and on-premises erosions~~, and some elongated deal closing cycles~~.

In the ~~second~~third quarter of 2025, we experienced the following trends:

•Customers expanding into additional cloud capabilities as they see value when they migrate to VantageCloud.

•~~Elongated~~Customer ~~deal~~interest ~~closing~~in ~~cycles~~AI-driven ~~and~~use ~~some~~cases ~~customers~~continues ~~implementing~~to ~~cloud~~grow ~~migration~~across ~~projects~~various ~~on a staged basis over time~~industries.

•Some customers implementing cloud migration projects on a staged basis over time.

•Uncertain industry macro-economic environment resulting in delayed customer spending, including for our consulting services.

As a portion of the Company’s operations and revenue occur outside the United States, and in currencies other than the United States ("U.S.") dollar, the Company is exposed to fluctuations in foreign currency exchange rates. Based ~~on currency rates as of July 31, 2025, Teradata is now estimating a (0.25)-to-0.25% impact from currency translation on our 2025 full-year total reported revenues.~~

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Weon ~~expect~~currency torates ~~see~~as ~~continued~~of ~~elongated~~September ~~deal~~30, ~~closing~~2025, ~~cycles~~Teradata ~~and~~is ~~that~~now ~~cloud~~estimating ~~migration~~an ~~activity~~immaterial ~~with~~impact ~~some~~from ~~customer~~currency ~~accounts~~translation ~~will continue to be implemented~~ on aour ~~staged~~2025 ~~basis~~full-year ~~over~~total ~~time.~~reported ~~We expect expansion and migration activity as the primary contributors for Public Cloud ARR growth in 2025~~revenues.

We expect to see continued cloud migration activity with some customer accounts that will continue to be implemented on a staged basis over time. We expect expansion and migration activity as the primary contributors for Public Cloud ARR growth in 2025.

Gross Profit

			% of				% of
In millions	2025		Revenue		2024		Revenue
Recurring	$	~~235~~250	6668.43	%	$	~~258~~261	70.12	%
Perpetual software licenses, hardware and other	—3		—100.0	%	—2		—28.6	%
Consulting services	~~(5)~~—		~~(9.8)~~—	%	73		114.19	%
Total gross profit	$	~~230~~253	5660.48	%	$	~~265~~266	60.85	%

The decrease in recurring revenue gross profit as a percentage of revenue was primarily due to a higher mix of Public Cloud revenues versus on-premises revenue as compared to the prior-year period, offset in part by continued improvement in our Public Cloud margin rate.

Perpetual software licenses, hardware and other gross profit as a percentage of revenue ~~was~~increased ~~flat~~as ~~year~~compared ~~over~~to the prior-year period primarily due to deal mix.

Consulting services gross profit as a percentage of revenue decreased as compared to the prior year primarily due to the decrease in revenue as compared to the prior-year period.

Operating Expenses

			% of				% of
In millions	2025		Revenue		2024		Revenue
Selling, general and administrative expenses	$	~~135~~122	3329.13	%	$	~~131~~137	3031.01	%
Research and development expenses	7170		1716.48	%	6873		1516.6	%
Total operating expenses	$	~~206~~192	5046.52	%	$	~~199~~210	4547.67	%

Selling, general and administrative ("SG&A") expense ~~increased~~decreased year over year due to the impact of ~~severance charges in the current year and higher stock-based compensation expense partially offset by~~ continued cost discipline focused on cost reductions across the Company. Research and development ("R&D") expense ~~increased~~decreased year over year due to ~~additional~~cost reduction initiatives, offset in part by investments in Public Cloud and AI-related technology opportunities.

Other Expense, net

In millions	2025		2024
Interest income	$	2	$	23
Interest expense	(67)		(7)
Other	(72)		(65)
Other expense, net	$	(117)	$	(119)

Other expense, net in the ~~second~~third quarter of 2025 and 2024 is comprised primarily of interest expense on long-term debt and finance leases, losses resulting from foreign currency transactions, as well as benefit costs on our pension and postemployment plans, partially offset by interest income earned on our cash and cash equivalents. Other expense is ~~flat~~down ~~year~~$2 ~~over~~million year-over-year asprimarily ~~decreased~~due ~~interest~~to ~~expense~~lower ~~and~~losses ~~other~~in ~~items were offset by~~ foreign currency ~~losses~~exchange ofrate ~~$2 million~~fluctuations as compared to the prior period.

Provision for Income Taxes

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The effective tax rates for the three months ended ~~June~~September 30, 2025 and 2024 were as follows:

			2025						2024
Effective tax rate			3025.89		%				3231.79		%

For ~~both~~ the three months ended ~~June~~September 30, 2025, and ~~June 30,~~ 2024, the Company ~~recorded~~had $1no ~~million~~material ~~of net~~ discrete tax ~~expense, a majority of which related to additional tax expense from stock-based compensation vestings~~adjustments.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was ~~signed~~enacted. ~~into~~The ~~law~~OBBBA inmakes ~~the~~permanent ~~U.S.,~~key ~~which~~elements ~~contains~~of athe ~~broad~~Tax ~~range~~Cuts and Jobs Act of ~~tax~~2017, ~~reform~~including ~~provisions~~100% ~~affecting~~bonus ~~businesses.~~depreciation, ~~The~~domestic ~~Company~~research iscost ~~currently~~expensing ~~evaluating~~and the ~~provisions~~business ofinterest ~~the~~expense ~~new~~limitation, ~~law~~among ~~and~~other ~~the~~tax ~~potential~~changes. ~~effects~~While onthe ~~its~~Company ~~financial~~continues ~~position,~~to ~~results~~assess the impact of ~~operations,~~the tax provisions and ~~cash~~elections ~~flows.~~available Asunder the ~~legislation~~OBBBA ~~was~~on ~~signed~~its ~~into~~consolidated ~~law~~financial ~~after~~statements, the ~~close~~Company ofcurrently ~~our~~believes ~~second~~that ~~quarter,~~the tax provisions of the ~~impacts~~legislation are not ~~included~~expected into ~~our~~have ~~operating~~a ~~results~~material ~~for~~impact on the ~~six~~Company’s ~~months~~effective ~~ended~~tax ~~June~~rate ~~30,~~and ~~2025~~statement of operations.

Effective January 1, 2024, many jurisdictions where we conduct business, including several European Union members and G20 countries, have enacted a 15% global minimum tax on the income generated in each of the jurisdictions in which we operate, referred to as "Pillar Two" of the Global Anti-Base Erosion rules framework that was undertaken by the Organization for Economic Co-operation and Development ("OECD"). We are continuing to monitor developments and evaluate the impacts of the Pillar Two rules; we do not expect the Pillar Two rules to have a material impact to our annual effective tax rate.

Effective on January 1, 2022, the U.S. tax law changed to require that R&D expenses be capitalized and amortized for tax purposes under Internal Revenue Code Section 174. This requirement has an impact on global intangible low-taxed income ("GILTI") tax. We are currently forecasting approximately $2 million of tax expense related to GILTI in our marginal effective tax rate for 2025.

We expect that a majority of our foreign earnings will be repatriated to the U.S. As a result, the effective tax rates in the periods presented are largely based upon the forecasted pre-tax earnings mix between the U.S. and other foreign taxing jurisdictions where we conduct our business.

We estimate that the full-year effective tax rate for 2025 will be approximately 27.5%, which takes into consideration, among other things, the forecasted earnings mix by jurisdiction, the estimated impact to GILTI tax ~~(including the requirement to capitalize R&D for tax purposes)~~, and the estimated discrete items to be recognized in 2025. ~~The~~We ~~forecasted~~are ~~tax~~currently ~~rate~~forecasting isapproximately ~~based~~$2 onmillion ~~the~~of ~~foreign profits being taxed at an overall effective~~ tax ~~rate~~expense ofrelated ~~approximately 20%, as compared~~ to ~~the~~GILTI ~~U.S.~~in ~~federal~~our ~~statutory~~marginal effective tax rate offor ~~21%~~2025.

The forecasted tax rate is based on the foreign profits being taxed at an overall effective tax rate of approximately 20%, as compared to the U.S. federal statutory tax rate of 21%.

Revenue and Gross Profit by Operating Segment

On August 5, 2024, Teradata announced that it realigned its sales function and initiated global restructuring to optimize operations. Due to these organizational changes, Teradata now manages its business under two segments, which are also the Company’s operating segments: (1) Product Sales and (2) Consulting Services. Teradata’s Product Sales segment represents the results for the Recurring Revenue and Perpetual Software Licenses, Hardware and Other line items and the Consulting Services segment represents the Consulting Services line item, each as disclosed in the Company’s financial statements and in the tables in this Form 10-Q. As the revenue and gross margin trends for these business categories are already discussed in the sections above, there is no separate segment discussion presented here. Our segment information is presented in Note 12 of Notes to Condensed Consolidated Financial Statements (Unaudited).

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Results of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2025

Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2024

Revenue

			% of				% of
In millions	2025		Revenue		2024		Revenue
Recurring	$	~~712~~1,078	86.28	%	$	~~756~~1,128	8384.91	%
Perpetual software licenses, hardware and other	1316		1.63	%	1320		1.45	%
Consulting services	~~101~~148		1211.29	%	~~132~~193		14.74	%
Total revenue	$	~~826~~1,242	100	%	$	~~901~~1,341	100	%

Total revenue decreased $7599 million, or 87%, in the first ~~six~~nine months of 2025, with no material impact from foreign currency fluctuations. Recurring revenue decreased 64%~~, including 1% of negative impact from foreign currency fluctuations~~. Within recurring revenue, Public Cloud revenue increased primarily due to expansions and migrations.

Revenues from perpetual software licenses, hardware and other ~~were~~decreased ~~flat~~20% year over year in the first ~~six~~nine months of 2025.

Consulting services revenue decreased 23% in the first ~~six~~nine months of 2025, with no material impact from foreign currency fluctuations. The consulting services revenue decrease is an expected result of the lower order booking activity in the second half of 2024 and into 2025.

Gross Profit

			% of				% of
In millions	2025		Revenue		2024		Revenue
Recurring	$	~~485~~735	68.12	%	$	~~534~~795	70.65	%
Perpetual software licenses, hardware and other	14		725.70	%	—2		—10.0	%
Consulting services	(8)		(75.94)	%	1518		119.43	%
Total gross profit	$	~~478~~731	5758.9	%	$	~~549~~815	60.98	%

Recurring revenue gross profit as a percentage of revenue was down from the prior year due to a higher mix of Public Cloud revenue as compared to on-premises revenue, which was partially offset by improvements in the Public Cloud margin rate.

The increase in perpetual software licenses, hardware and other gross profit as a percentage of revenue was primarily driven by deal mix as compared to the prior year.

Consulting services gross profit as a percentage of revenue decreased as compared to the prior year primarily due to the decrease in revenue versus the prior-year period, which was partially offset through capacity management. We continue to refocus our consulting organization on Vantage-oriented offerings and reduce our footprint in non-core consulting engagements.

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Operating Expenses

			% of				% of
In millions	2025		Revenue		2024		Revenue
Selling, general and administrative expenses	$	~~251~~373	30.40	%	$	~~292~~429	32.40	%
Research and development expenses	~~137~~207		16.67	%	~~143~~216		1516.91	%
Total operating expenses	$	~~388~~580	4746.07	%	$	~~435~~645	48.31	%

SG&A expenses decreased 1413% for the first ~~six~~nine months of 2025 as compared to the prior year, primarily due to continued cost discipline focused on cost reductions across the Company and lower stock-based compensation expense.

R&D expenses decreased for the first ~~six~~nine months of 2025 as compared to prior year, primarily due to continued cost discipline and lower stock-based compensation expense.

Other Expense, net

In millions	2025		2024
Interest income	$	57	$	69
Interest expense	(1320)		(1522)
Other	(1113)		(1823)
Other expense, net	$	(1926)	$	(2736)

Other expense, net for the ~~six~~nine months of 2025 and 2024 is comprised primarily of interest expense on long-term debt and finance leases, losses resulting from foreign currency transactions, and benefit costs associated with our pension and postemployment plans, partially offset by interest income earned on our cash and cash equivalents. Other expense is lower in the first ~~six~~nine months of 2025 as compared to the first ~~six~~nine months of 2024 primarily due to $7 million lower costs resulting from foreign currency transactions compared to the prior period. Interest income is lower primarily due to lower average interest rates during the current year as compared to the prior period.

As disclosed in Note 5 of Notes to Condensed Consolidated Financial Statements (Unaudited), during the ~~six~~nine months ended ~~June~~September 30, 2024, we entered into Blue Chip Swap transactions in order to remit cash from our Argentine operations that resulted in a pre-tax loss on investment of $3 million that is reported in "Other" expense. During the ~~six~~nine months ended ~~June~~September 30, 2025 the Company incurred ana ~~immaterial~~ pre-tax loss on investment ~~from~~of ~~one~~$1 million from Blue Chip Swap ~~transaction~~transactions.

Provision for Income Taxes

The effective tax rates for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 were as follows:

			2025						2024
Effective tax rate			25.46		%				3433.56		%

For the ~~six~~nine months ended ~~June~~September 30, 2025, the Company ~~had~~recorded no$1 ~~material~~million of net discrete tax ~~adjustment~~benefit, as the discrete tax benefit recognized in the first quarter of 2025 related to the reversal of uncertain tax positions due to the Company's completion of the IRS audit of its 2020 tax return, ~~which~~ was mostly offset by incremental tax expense from stock-based compensation vesting.

For the ~~six~~nine months ended ~~June~~September 30, 2024, the Company recorded $23 million of net discrete tax benefits, a majority of which related to tax expense from stock-based compensation vesting.

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Financial Condition, Liquidity and Capital Resources

Cash provided by operating activities was $51145 million, which decreased by $192 million in the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. ~~The decrease in cash provided by operating activities was primarily due to working capital dynamics and the volume and timing of billings.~~ Teradata used approximately $1120 million of cash in the first ~~six~~nine months of 2025 for severance payments, as compared to $1824 million in the first ~~six~~nine months of 2024. Teradata expects that approximately $3025 to $3530 million in cash will be used during 2025 in connection with the implementation of the Restructuring discussed in Note 13 of Notes to Condensed Consolidated Financial Statements (Unaudited).

Teradata’s management uses a financial measure called "free cash flow," which is not a measure defined under GAAP. We use free cash flow (which we define as net cash provided by operating activities less investing activities related to capital expenditures for property and equipment and additions to capitalized software) as one measure of assessing the financial performance of the Company, and this may differ from the definitions used by other companies. The components that are used to calculate free cash flow are GAAP measures taken directly from the Condensed Consolidated Statements of Cash Flows (Unaudited). We believe that free cash flow information is useful for investors because it relates the operating cash flow of the Company to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash available after capital expenditures, for among other things, investments in the Company’s existing businesses, strategic acquisitions and repurchases of Teradata common stock. Free cash flow does not represent the residual cash flow available for discretionary expenditures since there may be other non-discretionary expenditures that are not deducted from the measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

The table below shows net cash provided by operating activities and net cash used in investing activities related to capital expenditures, along with free cash flow, for the following periods:

	Six Months Ended June 30,
	Nine Months Ended September 30,
In millions	2025		2024
Net cash provided by operating activities	$	51145	$	70147
Less:
Expenditures for property and equipment	(510)		(917)
Additions to capitalized software	—(1)		(1)
Free cash flow	$	46134	$	60129

Financing activities and certain other investing activities, are not included in our calculation of free cash flow. As disclosed in Note 5 of Notes to Condensed Consolidated Financial Statements (Unaudited), during the ~~six~~nine months ended ~~June~~September 30, 2024, we entered into Blue Chip Swap transactions in order to remit cash from our Argentine operations that resulted in a pre-tax loss on investment of $3 million and a pre-tax loss of $1 million for the nine months ended September 30, 2025, that was reported as an investing activity for cash flow purposes. There were no other material other investing activities for the ~~six~~nine months ended ~~June~~September 30, 2025.

Teradata’s financing activities for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 primarily consisted of cash outflows for share repurchases and payments on our finance leases. At ~~June~~September 30, 2025, we had no outstanding borrowings on our $400 million Revolving Facility (as defined below).

We have two share repurchase programs that were authorized by our Board of Directors:

•The dilution offset share repurchase program allows us to repurchase Teradata common stock to the extent (i) cash is received from the exercise of stock options and (ii) employees' purchase Teradata stock pursuant to the Teradata Employee Stock Purchase Plan ("ESPP"). The purpose of the dilution offset share repurchase program is to offset dilution from shares issued pursuant to the exercise of stock options and shares purchased under the ESPP.

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•Our open market share repurchase program provides for the repurchase of Teradata stock periodically on an ongoing basis in open market transactions, through 10b5-1 programs, through accelerated share repurchase programs, in privately negotiated transactions, or through the use of derivative instruments, in accordance with applicable securities rules regarding issuer repurchases. The open market share repurchase program will expire on December 31, 2025. On November 1, 2021, our Board of Directors authorized an additional $1 billion for share repurchases under the open market share repurchase program. There is a total authority of $~~285~~259 million remaining under the open market share repurchase program as of ~~June~~September 30, 2025.

In the aggregate under the dilution offset share repurchase program and the open market share repurchase program, we repurchased approximately 24.93 million shares of common stock at an average price per share of $2523.1294 in the ~~six~~nine months ended ~~June~~September 30, 2025.

Share repurchases are reported on a trade date basis. Our share repurchase activity depends on factors such as our working capital needs, our cash requirements for capital investments, our stock price, and economic and market conditions.

Other financing activities, including net share settlement for the payroll tax liability of section 16 officers (as discussed in Item 2. Unregistered Sales of Equity Securities and Use of Proceeds), offset by proceeds from the ESPP and the exercise of stock options, net of tax was a net ~~outflow~~inflow of $23 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and a net outflow of $61 million for the ~~six~~nine months ended ~~June~~September 30, 2024. The ESPP proceeds are included in other financing activities, net in the Condensed Consolidated Statements of Cash Flows (Unaudited).

Our total cash and cash equivalents held outside the United States in various foreign subsidiaries was $~~326~~386 million as of ~~June~~September 30, 2025 and $350 million as of December 31, 2024. The remaining balance held in the U.S. was $4320 million as of ~~June~~September 30, 2025 and $70 million as of December 31, 2024. The Company expects that a majority of its foreign earnings will be repatriated to the U.S. Effective January 1, 2018, the U.S. moved to a territorial system of international taxation, and as such will generally not subject future foreign earnings to U.S. taxation upon repatriation in future years.

Management believes current cash, cash generated from operations and the $400 million available under the Credit Facility will be sufficient to satisfy future working capital, research and development activities, capital expenditures, pension contributions, and other financing requirements for at least the next twelve months. The Company principally holds its cash and cash equivalents in bank deposits and highly-rated money market funds.

The Company’s ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures, and other business and risk factors described in the 2024 Annual Report and elsewhere in this Quarterly Report on Form 10-Q. If the Company is unable to generate sufficient cash flows from operations, or otherwise comply with the terms of the Credit Facility or its term loan agreement, the Company may be required to seek additional financing alternatives.

Long-term Debt. On June 28, 2022, we entered into a Credit Agreement that provides for (i) a five-year unsecured term loan in an aggregate principal amount of $500 million (the "Term Loan"), and (ii) a five-year unsecured revolving credit facility in an aggregate principal amount of up to $400 million, including a $50 million sublimit for the issuance of standby letters of credit and a $50 million sublimit for swingline loans (the "Revolving Facility" and, collectively with the Term Loan, the "Credit Facility"). Our long-term debt is discussed in Note 10 of Notes to Condensed Consolidated Financial Statements (Unaudited). In addition, as disclosed in Note 7 of Notes to Condensed Consolidated Financial Statements (Unaudited), Teradata entered into an interest rate swap to hedge approximately 90% (or $~~428~~422 million as of ~~June~~September 30, 2025) of the floating interest rate of the outstanding principal of the $500 million Term Loan and a cross currency swap to hedge a portion of Euro currency exposure of its net investment in certain foreign subsidiaries. As of ~~June~~September 30, 2025, the Company had no borrowings outstanding under the Revolving Facility, leaving $400 million in borrowing capacity available under the Revolving Facility and the Term Loan principal outstanding was $~~469~~463 million.

On September 21, 2023, the Credit Agreement was amended to establish key performance indicators with respect to certain environmental, social, and governance ("ESG") targets, pursuant to which certain positive or negative adjustments would be made to various fees and applicable margin based on Teradata’s performance against such ESG targets.

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Contractual and Other Commercial Commitments. There has been no significant change in our contractual and other commercial commitments as described in the 2024 Annual Report. Our commitments and contingencies are discussed in Note 8 of Notes to Condensed Consolidated Financial Statements (Unaudited).

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we are required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on historical experience and assumptions that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions or circumstances. Our management periodically reviews these estimates and assumptions to ensure that our financial statements are presented fairly and are materially correct. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us as of ~~June~~September 30, 2025 and through the date of this report. The accounting matters assessed included, but were not limited to, our allowance for doubtful accounts, stock-based compensation, the carrying value of our goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. The significant accounting policies and estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the 2024 Annual Report. Teradata’s senior management has reviewed these critical accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies in the ~~six~~nine months ended ~~June~~September 30, 2025.

New Accounting Pronouncements

See discussion in Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) for new accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have not been any material changes to the market risk factors previously disclosed in Part II, Item 7A of the 2024 Annual Report.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Teradata maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including, as appropriate, the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~June~~September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such 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.

Changes in Internal Control over Financial Reporting

We implemented a new global cloud enterprise resource planning ("ERP") system which occurred in phases throughout 2024 and the first quarter of 2025. The ERP system is designed to improve and modernize the efficiency of certain financial and related transaction processes, accurately maintain Teradata’s financial records, enhance operational functionality, and provide timely information to our management team related to the operation of the business. We expect that the new ERP system will enhance and modernize our overall system of internal controls over financial reporting through further automation and integration of business processes. The Company completed pre-implementation and post-implementation internal control monitoring associated with the ERP system launch. While Teradata believes that this new ERP system will affect, and in some areas enhance, its internal control over financial reporting, there are inherent risks in implementing any new system, and we will continue to evaluate these control changes as part of our assessment of the control design and effectiveness throughout 2025.

Other than the ERP implementation, there have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended ~~June~~September 30, 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.

The information required to be set forth under this Part II, Item 1 is incorporated by reference to Note 8, Commitments and Contingencies—Legal Proceedings of the Notes to Condensed Consolidated Financial Statements (Unaudited) included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

There have not been any material changes to the risk factors previously disclosed in Part I, Item IA of the 2024 Annual Report.

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

Purchases of Company Common Stock

From time to time, the Company's Section 16 officers sell to the Company shares of the Company's common stock received upon vesting of restricted share units at the current market price to cover their withholding tax obligations. For the ~~six~~nine months ended ~~June~~September 30, 2025, the total of these purchases was 276,578 shares at an average price of $24.22 per share.

The following table provides information relating to the Company’s share repurchase programs for the ~~six~~nine months ended ~~June~~September 30, 2025:

	TotalNumberof Shares Purchased	AveragePricePaidper Share		TotalNumberof SharesPurchasedas Part ofPubliclyAnnouncedDilutionOffset Program (1)	TotalNumberof SharesPurchasedas Part ofPubliclyAnnouncedOpen Market ShareRepurchase Program (2)	MaximumDollarValuethat MayYet BePurchasedUnder theDilutionOffset Program		MaximumDollarValuethat MayYet BePurchasedUnder theOpen Market ShareRepurchase Program
Month
January 2025	634,872	$	31.50	—	634,872	$	442,485	$	331,609,730
February 2025	514,547	$	27.39	19,405	495,142	$	16,209	$	317,969,936
March 2025	413,828	$	23.09	218,758	195,070	$	101,574	$	313,419,831
First Quarter Total	1,563,247	$	27.92	238,163	1,325,084	$	101,574	$	313,419,831
April 2025	458,523	$	20.84	—	458,523	$	101,574	$	303,865,062
May 2025	426,561	$	22.40	—	426,561	$	101,574	$	294,310,306
June 2025	412,224	$	22.07	—	412,224	$	101,574	$	285,210,524
Second Quarter Total	1,297,308	$	21.74	—	1,297,308	$	101,574	$	285,210,524
July 2025	451,179	$	22.19	—	451,179	$	101,574	275,200,814
August 2025	457,139	$	20.90	—	457,139	$	101,574	265,647,969
September 2025	516,254	$	21.60	222,887	293,367	$	124,167	259,180,240
Third Quarter Total	1,424,572	$	21.56	222,887	1,201,685	$	124,167	$	259,180,240

(1) The dilution offset share repurchase program allows the Company to repurchase Teradata common stock to the extent of cash received from the exercise of stock options and purchases under the ESPP to offset dilution from shares issued pursuant to these plans.

(2) The open market share repurchase program authorized by the Board allows the Company to repurchase outstanding shares of Teradata common stock. Share repurchases made by the Company are reported on a trade date basis. The open market share repurchase program expires on December 31, 2025.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

During the three months ended ~~June~~September 30, 2025, no director or officer of Teradata adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

Exhibit Numberper Item 601 ofRegulation S-K						Description
3.1						Amended and Restated Certificate of Incorporation of Teradata Corporation as amended and restated on September 24, 2007 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated September 25, 2007 (SEC file number 001-33458)).
3.2						Amended and Restated By-Laws of Teradata Corporation, as amended and restated on October 31, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated November 1, 2022).
4.1						Common Stock Certificate of Teradata Corporation (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q dated November 13, 2007 (SEC file number 001-33458)).
10.1*						Offer Letter between Sumeet Arora and the Company dated March 28, 2025 (filed herewith).
31.1						Certification pursuant to Rule 13a-14(a), dated November 5, 2025.
10.2*						Amendment to Offer Letter between Sumeet Arora and the Company dated May 15, 2025 (filed herewith).
31.2						Certification pursuant to Rule 13a-14(a), dated November 5, 2025.
10.3*						Offer Letter between John Ederer and the Company dated April 10, 2025 (filed herewith).
32						Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 5, 2025.
10.4*						Amendment to Offer Letter between John Ederer and the Company dated May 13, 2025 (filed herewith).
10.5*						Teradata 2023 Stock Incentive Plan (Amended and Restated as of May 15, 2025). (Incorporated herein by reference to Appendix A to Teradata Corporation’s 2025 Proxy Statement on Schedule 14A dated March 27, 2025 (SEC File No. 001-33458)).
10.6*						Teradata 2025 New Employee Stock Inducement Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated May 15, 2025 (SEC File No. 001-33458)).
10.7*						Form of Performance-Based Restricted Share Unit Agreement (Graded Vesting) under the Teradata 2025 New Employee Stock Inducement Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated May 15, 2025 (SEC File No. 001-33458)).
10.8*						Form of Performance-Based Restricted Share Unit Agreement (Cliff Vesting) under the Teradata 2025 New Employee Stock Inducement Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K dated May 15, 2025 (SEC File No. 001-33458)).
10.9*						Form of Restricted Share Unit Agreement (Graded Vesting) under the Teradata 2025 New Employee Stock Inducement Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K dated May 15, 2025 (SEC File No. 001-33458)).
10.10*						Offer Letter between Scot Rogers and the Company dated June 5, 2025 (filed herewith).
31.1						Certification pursuant to Rule 13a-14(a), dated August 6, 2025.
31.2						Certification pursuant to Rule 13a-14(a), dated August 6, 2025.
32						Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 6, 2025.
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Management contract or compensatory plan, contract or arrangement.35

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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.

TERADATA CORPORATION

Date: August 6, 2025

By:

/s/ John Ederer

Date: November 5, 2025

By:

/s/ John Ederer

John EdererChief Financial Officer

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