TERADATA CORP /DE/ 8-K

What Happened
Teradata Corporation (TDC) announced on February 10, 2026 that it entered into a Cooperation Agreement with Lynrock Lake Partners LLC, Lynrock Lake LP, Lynrock Lake Master Fund LP and Cynthia Paul (the “Stockholder Parties”). Under the agreement the Company will increase its board from nine to ten directors and appoint Melissa Fisher as a Class I director by no later than March 1, 2026 (subject to independence/eligibility review and committee/Board approval). The Company also agreed to appoint a second director (Class II) following the 2026 annual meeting, and the Board agreed not to nominate one current Class I director for re-election at the 2026 meeting and one current Class II director for re-election at the 2027 meeting.

Key Details

• Effective date: February 10, 2026. First new director: Melissa Fisher, to serve until the 2026 annual meeting.
• Board increase: from 9 to 10 directors; one additional (Class II) director to be appointed by the Board no later than August 1, 2026, after the 2026 annual meeting.
• Stockholder commitments: Lynrock parties will vote their shares in accordance with the Board’s recommendations during the agreement term (with limited exceptions) and agreed to customary standstill and non-disparagement provisions.
• Expense cap and term: Teradata will reimburse reasonable out-of-pocket expenses up to $100,000 in total. The agreement runs until the earlier of (i) 30 days before the advance notice period for 2027 director nominations or (ii) 150 days before the one-year anniversary of the 2026 annual meeting.

Why It Matters
This agreement brings an immediate governance change by adding an activist-supported director and by reserving a second board seat for appointment after the 2026 annual meeting, which reduces the likelihood of a contested proxy fight in the near term. For investors, the deal signals a negotiated engagement with significant shareholders that may influence board composition and corporate oversight while the Company retains control over final appointments (subject to usual independence reviews). The standstill and voting commitments provide short-term predictability for corporate governance and may affect how the company and its stockholders approach strategic decisions.