UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): ~~May~~August 155, 2025

TERADATA CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 001-33458



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

17095 Via Del Campo

San Diego, California 92127

(Address of principal executive offices and ~~Zip~~zip ~~Code~~code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5 2.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~(e) 2023 Stock Incentive Plan. On May 15, 2025, the stockholders of~~ Teradata Corporation (~~the~~"Teradata" ~~“Company”~~ or ~~“Teradata”), upon recommendation of~~ the ~~Teradata~~"Company") ~~Board~~is offurnishing ~~Directors (~~the ~~“Board”),~~following ~~approved~~information ~~the Teradata 2023 Stock Incentive Plan~~ as ~~Amended~~required ~~and~~under ~~Restated~~Item ~~(the~~2.02 “~~Amended~~Results ~~2023~~of ~~Plan”). The~~Operations ~~Amended 2023 Plan amends~~ and ~~restates~~Financial ~~the~~Condition” ~~Teradata 2023 Stock Incentive Plan to increase the number~~ of ~~shares~~Form ~~available~~8-K. ~~under~~Such ~~the~~information, ~~Amended~~including ~~2023~~Exhibit ~~Plan~~99.1 byattached 3hereto,~~687,000~~ ~~shares. The~~shall ~~Amended~~not ~~2023~~be ~~Plan~~deemed is“filed” ~~described~~for inpurposes ~~our~~of ~~2025~~Section ~~Proxy~~18 ~~Statement, and the full text~~ of the ~~Amended~~Securities ~~2023~~Exchange ~~Plan,~~Act ~~attached~~of ~~as Appendix A to our 2025 Proxy Statement, is incorporated herein by reference~~1934.

~~Item~~On August 5~~.07 Submission~~, of2025, ~~Matters~~the toCompany issued a ~~Vote~~press release setting forth its second quarter of ~~Security~~fiscal ~~Holders~~year 2025 operating results as well as current outlook estimates for the third quarter of 2025 and for the full-year 2025 (the "Earnings Press Release"). A copy of the Earnings Press Release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

The ~~Annual~~Company ~~Meeting~~also ofposted ~~Stockholders~~supplemental (material dated August 5, 2025, on the ~~“Annual~~Investor ~~Meeting”)~~Relations page of its website at investor.teradata.com. Except as specifically noted herein, information on the Company’s ~~was~~website ~~held~~is onnot, ~~May~~and 15will not be deemed to be, ~~2025~~a part of this Current Report on Form 8-K or incorporated into any other filings the Company may make with the Securities and Exchange Commission.

AtItem ~~the~~9.01 Financial ~~Annual~~Statements Meeting, the holders of a total of 86,542,946 shares of the Company’s common stock entitled to vote were present in person or represented by proxy, constituting approximately 90% of the total shares issued and ~~outstanding and entitled to vote at the Annual Meeting~~Exhibits. ~~Stockholders voted on four matters:~~

1)a proposal to elect Michael P. Gianoni, Todd E. McElhatton, and Joanne B. Olsen as Class III directors;

2)an advisory (non-binding) vote on executive compensation (a “say-on-pay” vote);

3)a proposal to approve the Amended 2023 Plan; and

4)a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.

The number of votes cast for or against, the number of abstentions, and the number of broker non-votes with respect to each matter required to be reported herein was certified by an independent inspector of elections, and are set forth below:

1. Election of three Class III directors for three-year terms expiring at the 2028 Annual Meeting to hold office until their respective successors are duly elected and qualified.

a. Michael P. Gianoni

For: 56,919,685 Against: 20,037,523 Abstain: 409,988 Broker Non-Votes: 9,175,750

b. Todd E. McElhatton

For: 66,129,636 Against: 10,897,542 Abstain: 340,018 Broker Non-Votes: 9,175,750

c. Joanne B. Olsen

For: 66,127,589 Against: 10,906,051 Abstain: 333,556 Broker Non-Votes: 9,175,750

2. An advisory (non-binding) vote on executive compensation (“say-on-pay”).

For: 64,232,529 Against: 12,994,794 Abstain: 139,873 Broker Non-Votes: 9,175,750

3. The approval of the Amended 2023 Plan.

For: 62,363,541 Against: 14,886,104 Abstain: 117,551 Broker Non-Votes: 9,175,750

4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.

For: 85,739,834 Against: 686,584 Abstain: 116,528

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are attached with this current report on Form 8-K:



Exhibit No.						Description
99.1						Press Release, dated August 5 , 2025, issued by the Company (Earnings Press Release).

104						Cover Page Interactive Data (embedded within the Inline XBRL document).

Exhibit No.						Description
10.1						Teradata 2023 Stock Incentive Plan as Amended and Restated. 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)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Safe Harbor Statement

~~SIGNATURE~~This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements generally relate to opinions, beliefs, and projections of expected future financial and operating performance, business trends, liquidity, and market conditions, among other things. These forward-looking statements are based upon current expectations and assumptions and often can be identified by words such as “expect,” “strive,” “looking ahead,” “outlook,” “guidance,” “forecast,” “anticipate,” “continue,” “plan,” “estimate,” “believe,” “focus,” “see,” “commit,” “should,” “project,” “will,” “would,” “likely,” “intend,” “potential,” or similar expressions. All statements, other than statements of historical facts, included in this Current Report on Form 8-K which address activities, events or developments that the Company expects or anticipates will or may occur in the future, including statements about our 2025 third quarter and full year 2025 financial outlook in the accompanying press release are forward-looking statements. These forward-looking statements are based upon current expectations and assumptions and involve risks and uncertainties that could cause the Company’s actual results to differ materially. In addition to the factors discussed in this Form 8-K filing, other risks and uncertainties could affect the Company’s future results, and could cause actual results to differ materially from those expressed in such forward-looking statements, including those relating to: the global economic environment and business conditions in general, including inflation, tariffs, and/or recessionary conditions; the ability of our suppliers to meet their commitments to us; the timing of purchases, migrations, or expansions by our current and potential customers, including our ability to retain customers; the rapidly changing and intensely competitive nature of the information technology industry, the data analytics business, and artificial intelligence capabilities; fluctuations in our operating, capital allocation, and cash flow results; our ability to execute and realize the anticipated benefits of our refreshed brand, business transformation program or restructuring, sales and operational execution initiatives, and cost saving initiatives, including restructuring actions; risks inherent in operating in foreign countries, including sanctions, tariffs, foreign currency fluctuations, and/or acts of war; risks associated with data privacy, cyberattacks and maintaining secure and effective products for our customers, as well as, internal information technology and control systems; the timely and successful development, production or acquisition, availability and/or market acceptance of new and existing products, product features and services, including for artificial intelligence; tax rates; turnover of our workforce and the ability to attract and retain skilled employees; protecting our intellectual property; availability and successful execution of new alliance and acquisition opportunities; subscription arrangements that may be cancelled or fail to be renewed; the impact on our business and financial reporting from the implementation of a new ERP system and changes in accounting rules; and other factors described from time to time in Teradata’s filings with the U.S. Securities and Exchange Commission, including its most recent annual report on Form 10-K, and subsequent quarterly reports on Forms 10-Q or current reports on Forms 8-K, as well as Teradata’s annual report to stockholders. Teradata 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.

~~Pursuant~~SIGNATURES ~~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 hereunto duly authorized.~~

~~Teradata~~Pursuant ~~Corporation~~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.

By: /s/ Margaret A. Treese

TERADATA CORPORATION

Date: August 5, 2025

By:

/s/ John Ederer

John Ederer

Chief Financial Officer

Margaret A. Treese

Chief Legal Officer and Secretary

Dated: May 20, 2025

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