Hutchinson Michael D 4

What Happened
Michael D. Hutchinson, Chief Operating Officer of Teradata (TDC), was awarded a total of 60,471 performance-based restricted share units (RSUs) on 2026-02-11 (two separate grants of 37,846 and 22,625 shares, acquired at $0.00 per share). To satisfy tax withholding upon vesting, 19,511 shares were withheld/disposed (12,591 and 6,920 shares) at an implied price of $37.88, yielding approximately $739,077. Net of withholding, Hutchinson’s award increased his holdings by 40,960 shares.

Key Details

• Transaction date: 2026-02-11 (reported on Form 4 filed 2026-02-13). Filing was within the usual two-business-day Form 4 window.
• Awards: 37,846 RSUs and 22,625 RSUs granted (acquisition code A; price $0.00).
• Tax withholding/disposed: 12,591 and 6,920 shares withheld at $37.88 (code F), totaling ~$739,077.
• Net new shares retained by insider: 60,471 awarded − 19,511 withheld = 40,960 shares.
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 indicates these are performance-based RSUs tied to company performance; F2 notes shares were withheld by the company to satisfy tax obligations upon vesting.

Context
This was a compensatory award (performance-based RSUs), not an open-market purchase or a voluntary sale. The disposals reported under code F reflect standard share withholding/cashless settlement to cover taxes when RSUs vest, not an indication of an opportunistic sale. Awards like this increase insider ownership but are granted according to compensation and performance plans, so they should be viewed as routine executive compensation rather than a direct bullish statement.