TDC

• The agreement indemnifies and advances expenses to each Indemnitee to the fullest extent permitted under Delaware law.
• It also provides coverage under the company's directors' and officers' insurance policies.
• The form of agreement is attached as Exhibit 10.1 to the 8-K filing.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• GAAP operating margin was 11.7%, up 580 basis points; non-GAAP operating margin was 21.5%, up 510 basis points.
• GAAP diluted EPS was $0.48 versus $0.09; non-GAAP diluted EPS was $0.69 versus $0.47.
• Cash flow from operations was $106 million, up 147%; adjusted free cash flow was $127 million, up 226%.
• For Q3 2026, Teradata expects non-GAAP diluted EPS of $0.55-$0.59; for full-year 2026, it raised non-GAAP EPS guidance to $2.65-$2.73 and adjusted free cash flow to $330-$350 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Board expanded from nine to ten directors, and Class II from three to four directors, effective August 1, 2026.
• Leukert was appointed to the Nominating and Governance Committee of the Board.
• The Board determined Leukert is independent under Teradata's Corporate Governance Guidelines and NYSE/SEC requirements.
• Leukert will participate in the non-employee director compensation arrangements under the Teradata Director Compensation Program.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The facility includes a $50 million sublimit for standby letters of credit and a $50 million sublimit for swingline loans, with an option to increase by up to $200 million.
• Up to $100 million of loans may be denominated in British Pounds Sterling, Euros, or Japanese Yen.
• The new credit agreement replaced the 2022 prior agreement, and the outstanding term loan under the prior agreement was repaid in full.
• The facility matures on June 24, 2031, with possible two one-year extensions, and is guaranteed by certain material domestic subsidiaries.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• At the May 14, 2026 Annual Meeting, stockholders approved the Teradata 2023 Stock Incentive Plan as Amended and Restated, increasing available shares by 6,300,000.
• The say-on-pay advisory vote passed with 77,550,609 votes for and 2,479,139 against.
• Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 with 87,449,014 votes for.
• Approximately 93.33% of outstanding shares were represented at the meeting.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Total ARR reached $1.492 billion, up 3% as reported and 2% in constant currency; public cloud ARR was $686 million, up 13% as reported and 12% in constant currency.
• GAAP diluted EPS was $3.47, including a $2.90 per share benefit from the SAP settlement; non-GAAP diluted EPS was $0.88.
• Cash flow from operations was $401 million and free cash flow was $390 million, including a $359 million pre-tax net benefit from the SAP settlement.
• For full-year 2026, Teradata raised GAAP diluted EPS guidance to $4.22-$4.32 and reaffirmed non-GAAP diluted EPS guidance of $2.55-$2.65.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Melissa Fisher was elected as a Class I director with a term expiring at the 2026 annual meeting, and appointed to the Audit Committee and Nominating and Governance Committee, designated as an Audit Committee Financial Expert.
• The Board determined Ms. Fisher is independent under Teradata's guidelines and NYSE/SEC requirements; no arrangements or transactions requiring disclosure under Item 404(a) were reported.
• Ms. Fisher will participate in the non-employee director compensation arrangements under the Teradata Director Compensation Program.
• Daniel Fishback, a Class I director, will retire at the end of his current term at the 2026 annual meeting and will not stand for re-election; his retirement is not due to any disagreement with the Company.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Teradata will receive a gross payment of $480 million no later than 60 days after the effective date.
• The parties agreed to mutual releases of all claims and liabilities asserted or that could have been asserted in the litigation.
• Upon receipt of the settlement amount, the parties will request dismissal of all claims, defenses, and counterclaims with prejudice.
• Teradata estimates net cash proceeds of approximately $355–$362 million before taxes after fees and expenses, and will update on its 2026 first quarter earnings call.

8.01 Other Events