Teradyne President and CEO Gregory Smith Sells 4,000 Shares Under Pre-Arranged Trading Plan

Executive Share Disposition and Trading Plan Structure

Gregory Stephen Smith, who serves as both Director and President and Chief Executive Officer of Teradyne, Inc., executed a stock sale transaction on July 15, 2026, disposing of 4,000 shares of the company's common stock. The shares were sold at a per-share price of $356.31, representing a routine insider transaction at the executive level. The disclosure indicates that Smith held these securities directly and that the disposition was conducted in accordance with applicable securities laws and regulatory requirements.

The transaction was completed pursuant to a pre-arranged trading plan that Smith adopted on February 12, 2026. This arrangement was specifically structured to satisfy the affirmative defense conditions of Rule 10b5-1 under the Securities Exchange Act of 1934. Rule 10b5-1 trading plans allow company insiders to establish predetermined, binding arrangements for buying or selling company securities while operating under a safe harbor from liability for insider trading. Such plans are commonly used by executives to manage diversification of their investment portfolios in a manner that complies with securities regulations and company policies regarding insider trading windows.

Smith's Continuing Beneficial Ownership Position

Following the completion of the 4,000-share sale, Smith maintained direct beneficial ownership of approximately 116,495.4075 shares of Teradyne common stock. The filing indicates that this ownership position is held in direct form, meaning the shares are registered in Smith's own name or held through a brokerage account in his direct name, rather than through intermediaries or corporate entities. The substantial remaining shareholding demonstrates Smith's continued financial interest in Teradyne's performance and alignment with shareholder interests.

The disclosure also notes that Smith's beneficial ownership includes 25.8346 shares acquired under Teradyne's Employee Stock Purchase Plan on June 30, 2026, which occurred approximately two weeks prior to the reported sale transaction. This participation in the employee stock purchase plan represents an additional method through which executives and employees at Teradyne accumulate ownership stakes in the company, typically through regular payroll deductions at favorable pricing terms.

Rule 10b5-1 Compliance and Insider Trading Safeguards

The utilization of a Rule 10b5-1 trading plan by Smith underscores Teradyne's adherence to federal securities law and best practices regarding insider trading prevention. Under Rule 10b5-1(c), insiders who adopt binding trading plans while in possession of material nonpublic information may establish an affirmative defense to insider trading liability if they demonstrate they adopted the plan in good faith and without knowledge of material nonpublic information at the time of adoption. The February 12, 2026 adoption date of Smith's plan establishes a clear, documented timeline between the plan adoption and the July 15, 2026 execution date.

Such trading plans are standard in corporate governance and are often encouraged by company counsel as a means to permit executives to conduct regular, predictable portfolio rebalancing without risking inadvertent violations of insider trading prohibitions. The pre-arranged nature of these plans removes subjective decision-making around timing and price, replacing it with mechanical execution according to predetermined parameters. This approach protects both the executive and the company by creating clear documentation of trading intentions established well in advance of any material corporate developments or news announcements.

Director and Officer Status at Teradyne

The filing designates Smith as holding dual roles at Teradyne: he is identified both as a Director and as an Officer, with his officer title listed as President and Chief Executive Officer. This dual designation reflects his senior leadership position within the company's governance and operational structure. As CEO, Smith carries direct responsibility for the company's strategic direction, operational execution, and corporate performance. His concurrent appointment as a director places him on Teradyne's Board of Directors, involving additional fiduciary duties and governance responsibilities.

The combination of CEO and director roles is common among public company executives, though it has been subject to ongoing corporate governance discussions regarding the separation of the chief executive and board chairman positions. Smith's shareholding position, as reported in this disclosure, represents a significant personal financial stake in outcomes arising from his strategic decisions and leadership of the company.

Transaction Documentation and Filing Requirements

The disclosure was filed on July 16, 2026, one business day following the completion of the sale transaction on July 15, 2026. Teradyne's address is listed as 600 Riverpark Drive, North Reading, Massachusetts 01864, identifying the company's principal executive offices. The form indicates that the transaction was effected in direct form, with Smith maintaining direct ownership of the shares both before and after the reported transaction.

The filing was signed by Ryan E. Driscoll, identified as Attorney-in-Fact, on behalf of Smith on July 16, 2026. This designation indicates that Driscoll was authorized to execute and file the disclosure document on Smith's behalf, a common practice in corporate law and regulatory compliance management. The signature block and certification language reflect the formal nature of the disclosure requirement under Section 16(a) of the Securities Exchange Act of 1934, which mandates reporting of beneficial ownership changes by company officers, directors, and significant shareholders.

Share Price Context and Market Implications

The sale price of $356.31 per share provides market data regarding Teradyne's share valuation at the time of the transaction. However, the immediate share price impact of this particular transaction was not clear from the filing or available public information. Individual insider transactions, particularly those executed under pre-arranged trading plans, typically have minimal direct influence on share price movements, as such transactions are anticipated by market participants and do not carry signaling value regarding material developments at the company.

The size of the sale—4,000 shares representing less than 0.04 percent of Smith's total beneficial ownership—further suggests that the transaction represents routine portfolio management rather than a major reshuffling of Smith's investment position. The filing does not disclose Smith's overall investment philosophy, diversification strategy, or reasons for selecting the transaction size and timing, though the Rule 10b5-1 plan framework necessarily predates these specific decisions.

Reporting Person Address and Jurisdictional Information

The filing lists Smith's address as Care of Teradyne, Inc., at the company's North Reading, Massachusetts headquarters. The use of the company address for mail delivery purposes is standard practice for senior executives, particularly when the company coordinates regulatory filings and administrative matters. The listing of the company's Massachusetts address confirms Teradyne's principal place of business location and identifies the company as organized and operating under Massachusetts law.

Employee Stock Purchase Plan Participation

The disclosure specifically notes that Smith's beneficial ownership includes 25.8346 shares acquired through Teradyne's Employee Stock Purchase Plan on June 30, 2026. Employee Stock Purchase Plans (ESPPs) are equity compensation programs that permit employees, including executives, to purchase company shares at a discount to market price, typically through regular payroll deductions. The acquisition of shares under the ESPP represents a separate mechanism for executive wealth accumulation in company stock alongside base salary, incentive compensation, and equity awards such as stock options and restricted stock units.

The specific inclusion of ESPP shares in Smith's beneficial ownership calculation reflects SEC disclosure requirements that aggregate all forms of beneficial ownership, regardless of acquisition method. This comprehensive approach ensures investors have a complete picture of an executive's total company shareholding and financial alignment with shareholder interests.

Investor Considerations Regarding Insider Transactions

Investors monitoring insider transactions at Teradyne may consider several factors in evaluating the significance of Smith's share sale. The execution of transactions under pre-arranged Rule 10b5-1 plans is generally viewed as a neutral or administrative activity, as such plans are adopted in advance and executed mechanically without reference to material corporate developments or market conditions. The filing does not suggest that the transaction reflects any adverse view of the company's prospects or strategic direction on Smith's part.

The retention of approximately 116,495 shares following the sale indicates that Smith maintains a substantial direct equity stake in Teradyne, supporting the presumption that his interests remain closely aligned with those of public shareholders. Investors seeking to understand executive confidence in the company's future should monitor patterns in Smith's holdings over time, while recognizing that individual transactions executed under pre-arranged plans carry limited signaling value regarding management's assessment of corporate fundamentals or near-term prospects.