DEF 14A of Teradata Corp /De/, Mar 26, 2026

DEF 14A of Teradata Corp /De/

Filed Mar 26, 2026 · FY20250000816761-26-000011

Open on EDGAR

  1. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    ELECTION OF DIRECTORS (Item 1 on Proxy Card) The Board of Directors is currently divided into three classes. Directors are elected by stockholders for terms of three years and hold office until their successors are elected and qualified. One of the three classes is elected each year to succeed the directors whose terms are expiring. As of the 2026 annual meeting, the terms for the directors in Classes I, II and III of the Board of Directors expire in 2026, 2027 and 2028, respectively. Messrs. Fishback and McMillan and Mses. Fisher and Nelson are Class I directors whose terms are expiring at the 2026 annual meeting. Mr. Fishback is retiring at the end of his current term and will not stand for re-election at the 2026 annual meeting. The Board extends its sincerest gratitude to Mr. Fishback for his years of distinguished service to the Company. Ms. Fisher was elected to the Board effective March 1, 2026 in connection with the Cooperation Agreement (the “Cooperation Agreement”) with Lynrock Lake Partners LLC, Lynrock Lake LP, Lynrock Lake Master Fund LP and Cynthia Paul (collectively, the “Stockholder Parties”) that was entered into on February 10, 2026. In addition, the Cooperation Agreement provides that promptly following the 2026 annual meeting and in any event by no later than August 1, 2026, the Board will appoint, in its sole discretion, one additional director to the Board as a Class II director (the "Second New Director") with a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 annual meeting”) and one current Class II director will not be nominated for re-election at the 2027 annual meeting. As a result of the events provided in the Cooperation Agreement, the size of the Board will be adjusted as follows: •from the conclusion of the 2026 annual meeting until the appointment of the Second New Director, the Board will be reduced from ten members to nine members, and the number of Class I directors will be reduced from four to three members; •from the appointment of the Second New Director until the conclusion of the 2027 annual meeting, the size of the Board will be increased from nine members to ten members and the number of Class II directors will be increased from three to four members; and •from the conclusion of the 2027 annual meeting, the size of the Board will be reduced from ten members to nine members, and the number of Class II directors will be reduced from four to three members. During the term of the Cooperation Agreement, the Stockholder Parties are subject to, among other things, (i) customary standstill provisions and (ii) an agreement to vote its shares in favor of the Board's recommendations (subject to certain exceptions), including the slate of directors at the 2026 annual meeting. As a result, each of the Class I directors, other than Mr. Fishback, has been nominated by the Board for re-election through the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. Proxies solicited by the Board will be voted for the election of the nominees, unless you instruct otherwise on your proxy. Each of the nominees is willing to serve if elected. The Board has no reason to believe that these nominees will be unable to serve. However, if any one of them should be unable to serve, the Board may further reduce the size of the Board or designate a substitute nominee. If the Board designates a substitute, shares represented by proxies will be voted for the substitute nominee.

  2. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | The Board of Directors recommends that you vote FOR the election of each of the Class I nominees as a director. |

  3. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Election of each nominee requires the votes cast for such nominee’s election to exceed the votes cast against such nominee’s election. If a nominee does not receive a majority vote, he or she is required to tender their resignation for consideration by the disinterested members of the Board of Directors in accordance with our Corporate Governance Guidelines. Proxies solicited by the Board of Directors will be voted FOR each nominee, unless you specify otherwise in your proxy. Abstentions and shares that are the subject of a broker “non-vote” will be deemed absent and have no effect on the outcome of the vote.

  4. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2026 PROXY STATEMENT | 5 |

  5. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Director Qualifications and Attributes Our Board of Directors currently consists of ten members whom we believe are extremely well-qualified to serve on the Board and represent our stockholders’ best interests. As described under the caption “Selection of Nominees for Directors,” the Board and its Nominating and Governance Committee (the “Governance Committee”) select nominees with a view to establishing a Board of Directors that is comprised of members who: •have extensive business leadership experience, •bring diversity of experiences, expertise, and backgrounds, •are independent and collegial, •have high ethical standards as well as sound business judgment and acumen, and •understand and are willing to make the time commitment necessary for the Board to effectively fulfill its responsibilities. As part of the Board's ongoing refreshment activities, the Board and Governance Committee regularly revisit the composition of our Board and compare the skill sets of our directors to those needed to support and promote both the current needs of our Company and our long-term strategic plans. They also consider other factors, such as balancing the importance of having the valuable experience and familiarity with the Company that long-tenured directors bring to the Boardroom, with new perspectives provided by members that have lesser tenure on our Board. Of course, insights we gain from our stockholders during our engagement conversations supplements and influences the refreshment considerations and activities of our Board. In this regard, the Board was pursuing its ongoing refreshment activity in advance of the Cooperation Agreement and believes that the refreshment activities agreed to as part of the Cooperation Agreement demonstrates the Board's commitment to ongoing Board refreshment to ensure the Board can support Teradata's long-term growth and value-creation objectives. We believe that each of the director nominees and other directors bring these qualifications to our Board of Directors. Moreover, as reflected in the below qualifications matrix, the Class I nominees and other class directors provide our Board with a diverse complement of specific business skills, experience, and perspectives, including: extensive financial and accounting experience, public-company board experience, knowledge of the technology and software industries and of Teradata’s business, including cloud-based and AI technologies, experience with companies with a global presence and with growth and/or transformation strategies, and extensive operational and strategic planning experience.

  6. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  7. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | Stephen McMillan | Lisa R. Bacus | Timothy C.K. Chou | Melissa B. Fisher | Michael P. Gianoni | Todd E. McElhatton | Kimberly K. Nelson | Joanne B. Olsen | John G. Schwarz | | Qualifications and Expertise | | | | | | | | | | | Cloud technology, data analytics, and/or software expertise: Background in technology, data analytics, and software bring critical understanding of our industry and the trends and innovation that shape our products, go to market approach, and cloud and AI strategies. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Leadership experience: Executive leadership experience provides a practical understanding of organizational dynamics, strategic planning, risk management, and provides oversight in our transformation. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial/Accounting literacy: Directors with strong financial acumen contribute to our board’s understanding of complex financial management, capital structure and allocation, financial markets, financing activities, and financial reporting and internal controls. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global business experience: Experience in, and exposure to, operating markets around the world, provides an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global challenges and market opportunities. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | | ● | ● | | Sales, marketing, or branding background: Experience developing or overseeing strategies to grow sales and market share, build brand awareness and equity, and evolve customer perception. | | | | | | | | | | | | ● | ● | ● | | ● | | | ● | ● | | Talent management and/or succession planning: Experience overseeing executive recruiting, leadership development, and succession planning, including retaining key talent and driving employee engagement. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | | | ● | | Artificial Intelligence (AI and/or the governance of AI): Experience with the development and use of AI products, or experience overseeing AI governance, including risk management, responsible deployment, and AI strategy. | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | | | ● | | Tenure and Independence | | | | | | | | | | | Tenure (as of annual meeting) | 5 | 11 | 9 | 0 | 11 | 3 | 6 | 7 | 15 | | Independent | | ● | ● | ● | ● | ● | ● | ● | ● |

  8. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    The Board believes that each of the director nominees and other directors have demonstrated outstanding achievement in his or her professional career, the willingness to participate actively in board activities and share policy-making and strategic thinking experiences, an ability to articulate independent perspectives, make analytical inquiries and take tough positions that challenge management, and a high degree of personal and professional integrity. The following biographies describe the key qualifications, business skills, experience and perspectives that each of our directors brings to the Board of Directors, in addition to the general qualifications and attributes described above. Based on all of these qualifications and attributes, we believe that the directors and nominees have the appropriate set and complement of skills to serve as members of the Board.

  9. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2026 PROXY STATEMENT | 7 |

  10. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    2026 Director Nominees Class I — Current Terms Expiring in 2026:

  11. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Melissa B. Fisher | | | | Qualifications and Expertise Aligned to Our Strategy | | | | Ms. Fisher is an accomplished CFO and has significant experience serving as a director of publicly-traded technology companies, drawing on her extensive experience working with public and private software companies as both an operator and advisor. She has guided financial strategies, transformation initiatives, and growth at leading technology companies. Her expertise spans financial planning, global operations, cybersecurity, investor relations, M&A, capital allocation and public company governance. She is also considered an audit committee financial expert. Professional Experience •Chief Financial Officer of Outreach Corporation, a venture-backed AI revenue workflow platform (2020 – 2025) •Chief Financial Officer of Qualys, Inc., a publicly-traded provider of cloud-based IT, security and compliance solutions (2016 – 2020) •Head of Financial Planning and Analysis, Investor Relations and Treasury for Zynga, Inc., an online video game developer and publisher (2015 – 2016) •Head of Corporate Development, Investor Relations and Treasury for Digital River, Inc., a global e-commerce, payments, and marketing provider for software and digital goods (2013 – 2015) •Investment Banker at various firms, including Goldman, Sachs, & Co. and BofA Securities (formerly Banc of America Securities) (1998 – 2013) Public Company Board Experience •Independent Director of Model N, Inc. (2016 – 2024) •Independent Director of Image Sensing Systems, Inc. (2014 – 2016) •Independent Director of Digital Generation, Inc. (2013) Education •M.B.A., Business Administration and Management, General, Harvard Business School •A.B., Political Science and Government, Harvard University | | Age 53 | | | | Independent Director Joined in 2026 Committees Audit, Nominating and Governance Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Talent Management and/or Succession Planning | | | | AI and/or the governance of AI | |

  12. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  13. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Stephen McMillan | | | | Qualifications and Expertise Aligned to Our Strategy | | | | Mr. McMillan is a seasoned technology executive with a track record of transforming enterprise product and services businesses into industry-leading cloud portfolio offerings. As our CEO, he brings a unique perspective on the Company’s operations, strategy, customers, and financial position. Through his decades of experience in leadership roles at cloud-based technology companies, Mr. McMillan has developed a collaborative leadership style, acute focus on operational execution, and dedication to customer success. Professional Experience •President and Chief Executive Officer, Teradata Corporation (2020 – Present) •Executive Vice President of Global Services at F5 Networks, a global application services and application delivery networking company (2017 – 2020) •Senior Vice President of Customer Success and Managed Cloud Services at Oracle Corporation, a multinational computer technology corporation (2015 – 2017) •Senior Vice President of Managed Cloud Services at Oracle (2012 – 2015) •Vice President of Strategic Outsourcing at IBM (2009 – 2012) •Vice President, CIO of Global Services at IBM (2007 – 2009) •Various senior management positions at IBM Corporation (1993 – 2007) Public Company Board Experience •Independent Director of Lumen Technologies, Inc. (2025 – Present) Education •B.S. in Management and Computer Science, Aston University | | Age 55 | | | | President and CEO Joined in 2020 Committees Executive Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Sales, Marketing or Branding Background | | | | Talent Management and/or Succession Planning | | | | AI and/or the governance of AI | |

  14. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2026 PROXY STATEMENT | 9 |

  15. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Kimberly K. Nelson | | | | Qualifications and Expertise Aligned to Our Strategy | | | | An experienced public company CFO who brings over 20 years of senior executive leadership at cloud-based solutions companies, Ms. Nelson’s financial expertise has significantly contributed to Teradata’s long-term vision. Her experience overseeing financial and growth strategies through her roles in planning, analysis, investor relations, and forecasting is particularly helpful to overseeing Teradata’s strategy. She is also considered an audit committee financial expert. Professional Experience •Executive Vice President and Chief Financial Officer at SPS Commerce, a provider of cloud-based supply chain management solutions (2007 – March 2026) •Investor Relations and Senior Finance positions at Amazon (2000 – 2007) •Director, Finance at The Pillsbury Company, LLC, a subsidiary of General Mills, Inc. (1997 – 2000) Public Company Board Experience •Independent Director of Calyxt, Inc. (2019 – 2023) •Independent Director of Qumu Corporation (2012 – 2019) Education •M.B.A., University of St. Thomas •B.S. in Finance, Babson College | | Age 58 | | | | Independent Director Joined in 2019 Committees Executive, Audit (Chair) Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | |

  16. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  17. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Other Directors Class II — Current Terms Expiring in 2027:

  18. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Lisa R. Bacus | | | | Qualifications and Expertise Aligned to Our Strategy | | | | With over 30 years of senior leadership experience at global Fortune 100 companies, Ms. Bacus brings decades of marketing expertise with focus on strategic planning and data analytics. Ms. Bacus’ unique understanding of relationship management, customer experience, operations, and international business have been critical to Teradata’s long-term strategy. Through her involvement in various organizations, including Prospanica and the Latino Corporate Directors Association, she is recognized as an advocate for sustainable business practices. Ms. Bacus is certified in AI Governance by the Global Corporate Institute. Professional Experience •Executive Vice President and Chief Marketing Officer at Cigna Corporation, a global health care services company (2013 – 2019) •Executive Vice President and Chief Marketer at American Family Insurance Group, a personal and commercial property and casualty company (2011 – 2013); Vice President, Marketing (2008 – 2011) •Various executive leadership positions, including Executive Director of Global Market Research and Insights, Executive Director of Global Marketing Strategy, and head of marketing for Ford in Mexico at Ford Motor Company (1986 – 2008) Public Company Board Experience •Independent Director of Douglas Dynamics (2020 – Present) •Independent Director of Selective Insurance Group (2020 – Present) Education •M.B.A. in Global Business Administration, Duke University •B.S. in Management, B.A. in Spanish, Northern Arizona University | | Age 62 | | | | Independent Director Joined in 2015 Committees Nominating and Governance Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Sales, Marketing or Branding Background | | | | Talent Management and/or Succession Planning | | | | AI and/or the governance of AI | |

  19. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2026 PROXY STATEMENT | 11 |

  20. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Timothy C.K. Chou | | | | Qualifications and Expertise Aligned to Our Strategy | | | | Through more than 30 years of leadership, technology operations, academia, and entrepreneurship, Dr. Chou brings extensive experience in SaaS and cloud computing with unparalleled expertise in both building and selling enterprise technologies and predicting future technology direction. His work with startups on workflow, analytic cloud-based applications, and AI are especially important to guiding Teradata’s cloud and AI strategies. Dr. Chou has been recognized as a thought leader on enterprise software, as an author on cloud computing and Internet of Things, and for his teaching on cloud computing and computer science in the U.S. and China. His 2004 landmark book, "The End of Software," foretold the rise of SaaS/cloud computing and featured four startups, including Salesforce, VMware and NetSuite. Professional Experience •President of Oracle On Demand, a division of Oracle Corporation, an American multinational computer technology corporation (1999 – 2005) •Chief Operating Officer of Reasoning, Inc., a pioneering application services provider (1996 – 1999); Chief Technology Officer (1994 – 1995) •Chairman of the Alchemist Accelerator, a leading enterprise software accelerator where he is focused on analytics, artificial intelligence and the Internet of Things (2013 – Present) •Lecturer at Stanford University (launching its first cloud-computing class) (1982 – Present) Public Company Board Experience •Independent Director of Blackbaud (2007 – 2023) •Independent Director of Embarcadero Technologies (2000 – 2007) Education •M.S. and Ph.D. in Electrical Engineering, University of Illinois (Urbana-Champaign) •B.S. in Electrical Engineering, North Carolina State University | | Age 71 | | | | Independent Director Joined in 2017 Committees Compensation and People Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Sales, Marketing or Branding Background | | | | Talent Management and/or Succession Planning | | | | AI and/or the governance of AI | |

  21. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  22. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | John G. Schwarz | | | | Qualifications and Expertise Aligned to Our Strategy | | | | As a company founder as well as a former CEO of industry-leading business software firms, Mr. Schwarz’s deep understanding of technology, data science and analytics has been critical to overseeing Teradata’s strategic goals. With over 30 years of global experience overseeing complex and scaled operations, he provides an executive level perspective on organizational dynamics which has significantly assisted Teradata’s leadership team. He has also been recognized for his significant cybersecurity expertise and broad experience operating technology companies. Mr. Schwarz's company, Visier, is a pioneer in enterprise Agentic AI applications and provides him with practical insight into how Teradata's customers use this technology in their environments. Professional Experience •Co-founder and Chairman of Visier, a business analytics cloud-based software firm (since 2010); previously CEO of Visier (2010 – 2020) •Chief Executive Officer of Business Objects, a provider of business intelligence software (2005 – 2008), until its acquisition by SAP; Mr. Schwarz subsequently served as CEO of SAP Business Objects (2008 – 2010) •President and Chief Operating Officer of Symantec Corporation, a provider of infrastructure security and storage management (2001 – 2005) •President and Chief Executive Officer of Reciprocal, which provided business-to-business secure e-commerce services for digital content distribution over the Internet (2000 – 2001) •25 years at IBM Corporation with his last position being General Manager of IBM’s Industry Solutions unit, a worldwide organization focused on building business applications and related services for IBM’s large industry customers •Chairman of the Board of Mambu BD, a Netherlands-based cloud provider of core banking applications (2024 – 2025) Public Company Board Experience •Independent Director of Synopsys (2007 – Present) •Independent Director of Avast plc (2011 – 2022); Chairman (2014 – 2022) •Independent Director of SuccessFactors (2010 – 2011) Education •Honorary Doctorate, Dalhousie University •B.S. in Computer Science, University of Manitoba | | Age 75 | | | | Independent Director Joined in 2010 Committees Compensation and People Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Sales, Marketing or Branding Background | | | | Talent Management and/or Succession Planning | | | | AI and/or the governance of AI | |

  23. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2026 PROXY STATEMENT | 13 |

  24. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    Class III — Current Terms Expiring in 2028:

  25. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Michael P. Gianoni | | | | Qualifications and Expertise Aligned to Our Strategy | | | | Mr. Gianoni is a seasoned technology and software executive who brings significant industry expertise and a proven track record of driving financial performance improvement to Teradata’s Board of Directors. As CEO of a global, publicly traded SaaS company, he provides international leadership experience and a C-Suite perspective on our management and organizational priorities. As our Independent Chair, Mr. Gianoni has helped lead Teradata through the successful execution of various strategic, operational, and financial milestones. Professional Experience •President and Chief Executive Officer of Blackbaud, a provider of cloud-based software and services specifically designed for nonprofit, education, and company organizations (2014 – Present); Vice Chairman (2024 – Present) •Executive Vice President and President of Financial Institutions at Fiserv, a global technology provider serving the financial services industry (2010 – 2013) •President of Investment Services at Fiserv (2007 – 2010) •Executive Vice President and General Manager of CheckFree Corporation, a leading provider of financial e-commerce solutions (2006 – 2007) •Various senior positions at DST Systems Inc., a global provider of technology-based services solutions (1994 – 2005) Public Company Board Experience •President and Chief Executive Officer and Director of Blackbaud (2014 – Present); Vice Chairman (2024 – Present) Education •Honorary Doctorate, University of New Haven •M.B.A., University of New Haven •A.S. in Electrical Engineering, Waterbury State Technical College •B.S., Charter Oak State College | | Age 65 | | | | Independent Chairman Joined in 2015 Committees Executive (Chair), Nominating and Governance (Chair) Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Sales, Marketing or Branding Background | | | | Talent Management and/or Succession Planning | | | | AI and/or the governance of AI | |

  26. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  27. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Todd E. McElhatton | | | | Qualifications and Expertise Aligned to Our Strategy | | | | Mr. McElhatton brings more than 20 years of corporate finance leadership in enterprise software, including experience as a public company CFO. His track record of accelerating enterprise growth and effective capital allocation oversight has been critical to assisting Teradata in achieving its long-term financial goals. Mr. McElhatton’s expertise in overseeing forecasting, planning, risk management, and driving operational efficiencies, including experience with pricing strategies, has significantly contributed to overseeing our financial objectives. He is also considered an audit committee financial expert. Professional Experience •Chief Operating and Financial Officer at Zuora, a cloud-based subscription management software company (2025 – Present) •Chief Financial Officer at Zuora (2020 – 2025) •Senior Vice President and Chief Financial Officer of the Cloud Business Group at SAP, a multinational software company (2018 – 2020) •Senior Vice President and Chief Financial Officer of SAP North America (2017 – 2018) •Vice President and Chief Financial Officer of Hybrid Cloud Business at VMware, a virtualization and cloud infrastructure solutions company (2014 – 2017) •Various senior positions at Oracle Corporation and Hewlett Packard Public Company Board Experience •N/A Education •M.B.A., University of Tennessee •B.A. in Business Administration, Southern Methodist University | | Age 59 | | | | Independent Director Joined in 2022 Committees Audit Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Talent Management and/or Succession Planning | | | | AI and/or the governance of AI | |

  28. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | 2026 PROXY STATEMENT | 15 |

  29. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    | | | Joanne B. Olsen | | | | Qualifications and Expertise Aligned to Our Strategy | | | | With a track record of execution in the technology industry, Ms. Olsen brings extensive cloud transformation, professional services, and strategy expertise to Teradata. Following over three decades of experience in executive management positions across sales, global financing, and hardware, she has a proven ability to oversee best-in-class operations, coordinate partnerships across multiple business units, and drive transformative strategy changes, all of which have been critical to overseeing Teradata’s transformation. Professional Experience •Executive Vice President of Cloud Services and Support at Oracle Corporation, a global software and services company (2016 – 2017) •Senior Vice President and Leader of Oracle’s applications sales, alliances and consulting organizations in North America (2010 – 2016) •Various executive management positions across sales, global financing and hardware during her over 30-year career at IBM Corporation Public Company Board Experience •Independent Director of Keysight Technologies (2019 – Present) •Independent Director of Ciena Corporation (2018 – Present) Education •B.A. in Mathematics, Economics and Accounting, East Stroudsburg University | | Age 67 | | | | Independent Director Joined in 2018 Committees Audit Expertise | | | | | Cloud Technology, Data Analytics and Software | | | | Leadership Experience | | | | Financial / Accounting Literacy | | | | Global Business | | | | Sales, Marketing or Branding Background | |

  30. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

    No Family Relationships or Arrangements No family relationship exists among any of the directors, nominees or executive officers. No arrangement or understanding, other than the Cooperation Agreement for the election of Ms. Fisher to the Board, exists between any director, nominee, or executive officer and any other person pursuant to which any director, nominee or executive officer was selected as a director, nominee or executive officer of the Company.

  31. ELECTION OF DIRECTORS (Item 1 on Proxy Card)

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  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Teradata’s Director Compensation Program is designed to enhance our ability to attract and retain highly qualified independent directors and to align their interests with the long-term interests of our stockholders. The program consists of both a cash component, designed to compensate independent directors for their service on the Board and its committees, and an equity component, designed to align the interests of independent directors and stockholders. The compensation of the Company’s non-employee directors under the Director Compensation Program is reviewed on an annual basis by the Governance Committee with competitive benchmarking provided periodically by an independent compensation consultant retained by the committee. For 2025, the Governance Committee engaged Aon as its independent compensation consultant to conduct a competitive market analysis of Teradata’s director compensation levels compared to the Company’s peers, using the same peer group that had been approved for the executive compensation review. Following this process and on the recommendation of Aon, the Governance Committee determined that the compensation levels were reasonable, aligned with current and best practices, and within market levels and, therefore, no changes were made to the director compensation levels. Annual Retainers The Director Compensation Program, for the 2025 – 2026 board year (the period between the Company’s annual stockholders’ meetings), includes the following annual retainers for service on the Board which remained unchanged from the prior board year:

  33. DIRECTOR COMPENSATION

    | Each non-employee director for board service | $60,000 | | Additional retainers: | | | Non-executive Chairman of the Board of Directors | $120,000 | | Each Audit Committee member (including the Chair) | $15,000 | | Each Compensation and People Committee member (including the Chair) | $10,000 | | Each Governance Committee member (including the Chair) | $5,000 | | Governance Committee Chair | $15,000 | | Audit Committee Chair | $35,000 | | Compensation and People Committee Chair | $25,000 |

  34. DIRECTOR COMPENSATION

    Prior to January 1 of each year, a director may elect to receive all or a portion of his or her annual retainer in Teradata common stock instead of cash. In addition, a director may elect to defer receipt of shares of common stock payable in lieu of cash. Payments for deferred stock may be made only in shares of Teradata common stock. Annual Equity Grant The Director Compensation Program provides that, on the date of each annual meeting of stockholders, each non-employee director will be granted restricted share units (“RSUs”) to purchase a number of shares of Teradata common stock in an amount determined by the Governance Committee and approved by the Board. For the 2025 – 2026 board year, each of the non-employee directors received an annual equity grant on May 15, 2025 consisting of RSUs with a total dollar value of $250,000. The RSUs vest over a one-year period in four equal quarterly installments, and directors may elect to defer receipt of their vested shares.

  35. DIRECTOR COMPENSATION

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  36. DIRECTOR COMPENSATION

    Initial Equity Grant The Director Compensation Program also provides that upon initial election to the Board, each non-employee director will receive a grant of RSUs, with the same vesting schedule as the annual grant described above. For the 2025 – 2026 board year, the initial equity grant consisted of RSUs with a total dollar value of $75,000. Similar to the annual grant, a director may elect to defer receipt of the vested shares subject to the RSUs. No director received an initial equity grant in 2025. Mid-Year Equity Grant Under the Director Compensation Program, for directors that are newly elected to the Board after the annual meeting of stockholders, the Board has the discretion, based on the recommendation of the Governance Committee, to grant a mid-year equity grant in the form of stock options and/or awards of restricted shares or RSUs to such newly elected directors. A mid-year equity grant, if awarded, can be made in lieu of an annual equity grant for new directors who begin service after the annual grants described above are awarded and historically have been made to establish pay equity for directors. Mid-year equity grants made in the form of RSUs have the same vesting schedule and deferral alternatives as the annual grants described above. Option grants made in connection with a mid-year equity grant will be fully vested and exercisable on the first anniversary of the grant (we have not historically granted stock options to our directors and none were granted in 2025). No director received a mid-year grant in 2025. Director Compensation Limits As provided in our Teradata 2023 Stock Incentive Plan (the "2023 SIP"), there is an upper total limit on annual director compensation equal to the sum of any cash compensation and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of awards granted to a director as compensation for services as a member of our Board during any fiscal year of $500,000. Benefits We do not provide any retirement or other benefit programs to our non-employee directors. 2025 Director Compensation Table The following table provides information on compensation paid to our non-employee directors in 2025. As Ms. Fisher was not elected to our Board during 2025, she is not reflected in the below table.

  37. DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2)(3) ($) | TOTAL ($) | | Lisa Bacus | 65,000 | 265,626 | 330,626 | | Timothy Chou | 70,000 | 265,626 | 335,626 | | Daniel Fishback | 95,000 | 265,626 | 360,626 | | Michael Gianoni, Chairman | 200,000 | 265,626 | 465,626 | | Todd McElhatton | 75,000 | 265,626 | 340,626 | | Kimberly Nelson | 110,000 | 265,626 | 375,626 | | Joanne Olsen | 75,000 | 265,626 | 340,626 | | John Schwarz | 70,000 | 265,626 | 335,626 |

  38. DIRECTOR COMPENSATION

    | 2026 PROXY STATEMENT | 39 |

  39. DIRECTOR COMPENSATION

    (1)Represents the annual cash retainers earned for 2025. (2)This column shows the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, of the annual award of RSUs representing 11,489 shares of the Company’s common stock that were granted to our non-employee directors on May 15, 2025 for the 2025 – 2026 board year (the “Annual Director RSU”). See Note 7 of the Notes to Consolidated Financial Statements contained in the Company’s 2025 Annual Report for an explanation of the assumptions we made in the valuation of these awards. The per share grant date fair value, which is the value reflected in the table above, of the Annual Director RSU is $23.12. The number of RSUs underlying the Annual Director RSU was determined by dividing $250,000 by $21.76, which stock price reflects the average of the closing per-share price of Teradata common stock for the 20 trading days immediately preceding the date of the equity award (the “20-Day Average”). The number of unvested RSUs outstanding as of December 31, 2025 for each of the non-employee directors is 5,745 for each of the directors. (3)There were no options granted to the non-employee directors for the 2025 – 2026 board year. In addition, none of our non-employee directors had any option awards outstanding as of December 31, 2025. Director Stock Ownership Guidelines Under the Board’s Corporate Governance Guidelines, each director should hold stock valued at no less than five times the amount of the $60,000 annual retainer paid to such director within five years after he or she is first elected to the Teradata Board of Directors. Stock or stock units beneficially owned by the director, for which beneficial ownership is not disclaimed, including stock or stock units held in a deferral account, are taken into account. As of December 31, 2025, all of our directors that were subject to compliance at that time were in compliance with these ownership guidelines. NO INCORPORATION BY REFERENCE In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the following “Compensation and People Committee Report on Executive Compensation” and the “Audit Committee Report” contained in this proxy statement specifically are not incorporated by reference into any other filings with the SEC and shall not be deemed to be “Soliciting Material” under SEC rules. In addition, this proxy statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this proxy statement.

  40. DIRECTOR COMPENSATION

    | 40 | |

  41. Section 1: EXECUTIVE SUMMARY

    Notes: The following defined terms apply to the above disclosure: •The impact of currency is determined by calculating the prior-period results using the current-year monthly average currency rates. See the foreign currency fluctuation schedule, which is used to determine revenue on a constant currency ("CC") basis, on the Investor Relations page of the Company’s website at investor.teradata.com. This website is not incorporated by reference in this proxy statement. •Public Cloud ARR (included within Total ARR) is defined as the annual contract value for all active and contractually binding term-based contracts at the end of a period that are operated in a public cloud environment. •Total ARR is defined as the annual contract value for all active and contractually binding term-based contracts at the end of the period, including cloud, recurring AI services, subscriptions, hardware rental, maintenance, and software upgrade rights. •Non-GAAP Diluted EPS, Non-GAAP Operating Margin, and Free Cash Flow are non-GAAP financial measures. Please refer to Appendix B of this proxy statement for definitions and reconciliations to the GAAP financial measures. •Continued Robust Stockholder Engagement Activities: We regularly engage with stockholders to solicit their input regarding our executive compensation program. This past year, we again sought feedback from our largest institutional investors, representing over 70% of Teradata’s outstanding shares. Our discussions with investors covered a number of executive compensation themes, including the following: •support that a meaningful portion of the long-term incentive is allocated to equity awards that are based on long-term performance goals with a strong rationale and linkage to our business strategy; •the performance measures we used in our incentive compensation programs were appropriate for us to drive the short-term and long-term financial performance stockholders deem essential for our Company during 2025; •appreciation for our proactive and transparent approach in discussing the (i) challenging financial circumstances we faced in 2024 and negative impacts to our executive compensation program that followed and we disclosed in the proxy statement we filed last year (the "2025 Proxy Statement") and (ii) changes we made to our compensation plans beginning with our 2025 executive compensation program, including the introduction of a Rule of 40 performance measure, which is considered an important financial performance measure by our stockholders to assess the health of the Company (for more detail on this, see "2024 Business Challenges and Compensation Plan Design Changes for 2025"

  42. Section 1: EXECUTIVE SUMMARY

    | 2025 PERFORMANCE-BASED COMPENSATION PROGRAM COMPONENTS | | | | | PLAN | MEASURE | WEIGHTING | TIE TO PERFORMANCE AND STRATEGY | | Annual Cash Incentive Plan – 2025 Management Plan | Total ARR Growth %(1),(2) | 40% | Drive annual recurring revenue growth | | | Public Cloud ARR Growth %(2),(3) | 20% | Drive cloud growth strategy | | | Non-GAAP Operating Margin(2),(4) | 40% | Maintain focus on profitability while growing recurring revenue | | Long-Term Incentive Plan – 2025 – 2027 LTIP | 2025 Total ARR(1),(2),(5) | 50% | Drive recurring revenue over multi-year period | | | 2025 - 2027 Rule of 40(2),(6),(7) | 25% - with 8.3% potential achievement assessed at the end of each of 2025, 2026, and 2027 | Drive focus on improvement on the Company's progress to achievement of the Rule of 40 | | | 2025 - 2027 Free Cash Flow (2),(6),(8) | 25% - with 8.3% potential achievement assessed at the end of each of 2025, 2026, and 2027 | Focus on long-term cash-generating ability |

  43. Section 1: EXECUTIVE SUMMARY

    (3)Public Cloud ARR (included within Total ARR) is defined as the annual contract value for all active and contractually binding term-based contracts at the end of a period that are operated in a public cloud environment. (4)Non-GAAP Operating Margin is defined as the Company’s reported operating income, excluding stock-based compensation expense under FASB ASC Topic 718 and any other special items identified in the Company’s earnings releases and/or as identified in the Company’s financial statements or notes to the financial statements. Please refer to Appendix B for additional information on this non-GAAP financial measure, including reconciliations to the nearest GAAP measures. (5)Performance was determined based on the achievement at the end of December 31, 2025 and payout will vest pro-rata on an annual basis over the three-year period ending December 31, 2027. (6)Performance will be determined based on the achievement at the end of each year in the performance period, but the award will not vest, and payout, if any, will not occur until after the end of the three-year performance period. (7)Rule of 40 is defined as the year over year revenue growth plus EBITDA as a percent of total revenue. (8)Free Cash Flow is defined as cash provided by/used in operating activities, less investing activities related to capital expenditures for property and equipment and additions to capitalized software. Please refer to Appendix B for additional information on this non-GAAP financial measure, including reconciliations to the nearest GAAP measures. •Total ARR Performance Measures are used in our 2025 Management Plan and 2025 – 2027 LTIP to Address the Importance of ARR Growth and Total ARR over both the Short- and Long-Term: Our prior executive compensation plans focused on our cloud growth strategy as we were scaling and transitioning customers within our ecosystem. We have been successful in growing our cloud business and it now represents almost 50% of our Total ARR. We believe that our cloud offering will continue to contribute to our growth and as a result we continued to include a cloud performance measure in our 2025 Management Plan. In addition, because we believe that we can uniquely provide the platform that our customers require, whether that be in the cloud, on-premises, or hybrid, we need to ensure that our team is appropriately incentivized to not favor one platform over another and instead deliver the best platform to meet the customer's data strategy and requirements. As a result, we have structured our 2025 incentive compensation program to include performance measures with an enhanced focus on Total ARR to address the dynamic and rapidly changing customer preferences and requirements to focus on our broader platform strategy and to align pay and performance that reflects our commitment to such overall growth strategy over the short- and long-term. In this regard, the 2025 Management Plan focused on Total ARR growth during 2025 and the 2025 – 2027 LTIP focused on the amount of Total ARR as of the end of 2025 with any payout on the satisfaction of that performance measure to occur pro-rata on an annual basis each year over the three-year period ending December 31, 2027. •The Performance Measures in our 2025 Short- and Long-Term Plans are Designed to Measure and Reward for Different Aspects of our Cloud and Profitable Growth Strategies: ◦2025 Management Plan: Includes short-term growth metrics of 2025 Total ARR Growth and 2025 Public Cloud ARR Growth, where the 2025 Total ARR Growth performance measure weighting was increased to 40% and the 2025 Public Cloud ARR Growth performance measure weighting was decreased to 20%. As noted above, this is to encourage the continued focus on our Public Cloud ARR, but also to ensure the team is appropriately incentivized from a Total ARR perspective to align with the commitment to delivering solutions to align with the customer's platform strategies and needs. In addition, having various ARR metrics with different weighting provides our leaders with a focus for making decisions to manage the overall mix of revenue which is aligned with our longer term strategy. These aspects of our incentive compensation plan design align with our strategy and commitment to delivering value to our stockholders over time. ◦2025 – 2027 LTIP: The Committee believes that having a Total ARR performance measure in each of the 2025 short- and long-term incentive plans reduces the risk that any actions would be taken to sacrifice long-term growth to meet annual targets or vice versa and to ensure we stay focused on addressing dynamic and rapidly changing customer preferences and requirements and growing our on-premises, hybrid, and cloud offerings while also continuing to grow overall. In this regard, we have included the achievement of a total dollar amount of Total ARR in 2025 as a performance measure in our 2025 – 2027 LTIP (to supplement the growth percentage for Total ARR in 2025 that is included in the 2025 Management Plan). In addition, for the 2025 – 2027 LTIP, we introduced a Rule of 40 performance measure and have maintained a three-year Free Cash Flow performance measure. By including the Rule of 40 and Free Cash Flow performance measures in our 2025 long-term plan we believe we are incentivizing our team to focus on both revenue growth and profitability.

  44. Section 1: EXECUTIVE SUMMARY

    •Our 2025 financial performance resulted in payouts under each of our 2025 Management Plan and our long-term incentive plan consisting of 3-year performance based restricted share unit awards for the 2023 – 2025 performance period (“2023 – 2025 LTIP”) of 100% and 74%, respectively. The specific measures, weightings and goals, actual performance, and achievement level for our 2025 Management Plan and 2023 – 2025 LTIP are detailed below. Pay-For-Performance Commitment Teradata is committed to rewarding talent that drives our organizational success. In 2025, we continued to emphasize a culture of high performance, and our talent and rewards strategies centered on incentive programs that provided rewards based on meaningful demonstrations of business achievements and individual performance contributions to the Company. The Committee has designed the compensation program for our named executive officers to reflect the importance placed on Company and business achievement. To that end, the Committee strives to have over 50% of a named executive officer's compensation be performance based in the form of an annual incentive and PBRSU long-term incentive award. The Committee also considers that the RSU long-term incentive is performance-based since the value of these awards are subject to the Company's stock price. With the PBRSU and RSU components, the Committee delivers the majority of compensation in the form of equity where the value of any payouts of such equity awards is directly tied to stock price performance, which enhances the alignment between our named executive officers and stockholders. The below charts reflect the breakout of the various compensation elements provided to our named executive officers.

  45. Section 2: COMPENSATION PHILOSOPHY AND GOVERNANCE

    | Best Practices We Follow | | | | | ✓ ESTABLISH COMPETITIVE COMPENSATION LEVELS for our named executive officers within the technology industry | ✓ MAINTAIN A “DOUBLE TRIGGER” for change in control severance benefits and equity award vesting | ✓ MINIMIZE COMPENSATION RISKS by periodically reviewing our compensation program to confirm that our compensation policies and practices are not encouraging excessive or inappropriate risk-taking | ✓ MAINTAIN STOCK OWNERSHIP GUIDELINES in line with stockholder interests requiring robust ownership levels for executive officers | | ✓ MAINTAIN CLAWBACK AND HARMFUL ACTIVITY POLICIES to recover cash or equity incentive compensation based on financial results that were later restated and cancel outstanding equity awards and recover realized gains if executives are terminated for cause or engage in certain other harmful activity | ✓ RETAIN AN INDEPENDENT COMPENSATION CONSULTANT to provide expert objective, third-party advice regarding executive pay programs and competitive market practices | ✓ HOLD ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION AND ENGAGE WITH STOCKHOLDERS ANNUALLY to give investors the opportunity to express their views on pay on a regular basis | ✓ REVIEW OVERHANG LEVELS AND BURN RATES to confirm that our standards are consistent with industry norms and stockholder expectations | | x NO EXCISE TAX GROSS-UPS in Company severance plans | x NO HEDGING OR PLEDGING of Company stock by executive officers | x NO “REPRICING” of stock options or granting of discounted stock options | x NO FIXED TERM EMPLOYMENT AGREEMENTS OR DEFINED BENEFIT PLANS for our executive officers |

  46. Section 3: CORE COMPENSATION PROGRAM

    •for the long-term incentive awards, (i) setting the total long-term incentive opportunity amount for each executive officer, (ii) approving the allocation of the long-term incentive awards for service-based restricted share unit awards; (iii) approving the allocation to the three-year performance restricted stock unit awards, including the performance measures, weightings, goals and adjustment events, and (iv) at the Committee's first meeting to occur after the Company's year-end earnings are released, approves the grant of equity awards for each executive officer consistent with the long-term incentive opportunity amount previously approved for that person. In connection with the Committee's review and approval of executive officer compensation (or the independent members of our Board for CEO compensation), the Committee evaluates information regarding: •competitive market compensation data prepared by the Compensation Consultant based on the Company's peer group, including for base salary, total cash compensation, and total direct compensation; •scope, complexity, experience, and tenure of the executive officer’s position, individual contributions and performance, as well as internal pay equity; •prior and expected financial performance of the Company; and •the CEO recommendation for the form and amount of compensation for executive officers, other than the CEO. Throughout the fiscal year, the Committee receives updates on the anticipated performance of the annual cash incentive award and the outstanding long-term incentive awards. In addition, the Committee receives frequent updates on compensation trends from the Compensation Consultant and the compensation methods used by the Company's compensation peer group. At the end of the fiscal year, typically during its last meeting of the fiscal year, the Committee reviews proposed performance measures for the following year's annual incentive plan and long-term incentive plan. At the Committee's first regular meeting of the fiscal year, management presents a summary of, and the Committee certifies, actual performance as compared to the pre-established performance goals in the annual cash incentive plan and the outstanding long-term incentive plans. The Committee (or the independent members of the Board for CEO compensation) also approves the payouts of the awards under these plans, each subject to the release of the Company's year-end earnings, if such event had not yet occurred. The Committee also addresses executive officer compensation in connection with the transition of executive officer roles throughout the year, as needed. In these circumstances, the Committee receives a recommendation from the CEO as to the transition and a market survey from the Compensation Consultant as to compensation data for the relevant executive officer position. In addition, the Committee considers other factors such as the particular skills and experience provided by the prospective executive, needs of the Company, and scope of the executive role. 2025 was a year of significant transition for the Company, including the hiring of a new Chief Financial Officer and a new Chief Product Officer. In addition, the Company restructured its People and Law teams under a Chief Administrative Officer. Additional details of the executive compensation process by the Committee and Board, as applicable, are disclosed, as relevant, in the respective compensation element sections that follow. We do not have any formal policies for allocating compensation among base salary, annual cash incentive awards, and long-term incentive equity grants. Instead, the Committee exercises judgment to establish a total compensation program for each executive officer that is comprised of a combination of short- and long-term incentive compensation and cash and non-cash compensation, that the Committee believes is appropriate to achieve the goals of our executive compensation program and our profitable growth strategy. In addition, the Company does not generally grant stock options or stock appreciation rights and did not grant any of these instruments during fiscal 2025. The Committee grants other equity-based awards to our executive officers and other key employees on both an annual and as-needed basis, which is typically in connection with promotions. We do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it is the Committee’s practice to generally avoid granting equity awards during periods in which there is undisclosed material non-public information about the Company. Summary of 2025 Compensation Decisions Base Salary We provide a base salary to retain and attract key executive talent and to align our compensation with market practices. Base salaries are reviewed and established by the Committee (or the independent members of the Board for CEO base salary) on a competitive basis each year commensurate with executives with similar experience levels and capabilities in the marketplace. In particular, the Committee or the Board, as relevant, takes into consideration the following factors in

  47. Section 3: CORE COMPENSATION PROGRAM

    (1)Ms. Bramley provided notice of resignation on February 7, 2025 and did not realize any compensation changes for 2025. As a result she is not included in the above table. (2)Mr. McMillan received an increase in base salary in March 2025 to align to the market. The amount reflected is the annualized salary after that date. (3)Mr. Smotherman received a temporary increase in base salary to align his salary with serving as the Chief Financial Officer on an interim basis. The amount in the table above is blended between both roles. (4)Mr. Petley's base salary did not increase from 2024 to 2025, however, the total amount reflected above shows a percentage change as a result of the impact of GBP to USD currency conversion. Annual Cash Incentive Awards Our named executive officers participated in our 2025 annual cash incentive program under the 2025 Management Plan. At the end of the fiscal year, during its last meeting of the fiscal year, the Committee reviews proposed performance measures for the following year's annual incentive plan. Then, at the beginning of each fiscal year, typically during its meetings in January and/or February, the Committee approves a target award expressed as a percentage of base salary for each executive officer (other than the CEO, as that amount is approved by the independent members of the Board). In addition to approving compensation for the year, the Committee reviews and approves the specific performance measures, weightings, goals and performance to assess operation execution for the year, and adjustment events, if any. For each performance measure, a threshold, target and maximum level of performance is defined, which have corresponding payout percentages. The target level set for each performance measure is aligned with our annual financial plan. Following the end of the fiscal year, at the Committee's first meeting of the fiscal year, management presents a summary of, and the Committee certifies, actual performance as compared to the pre-established goals together with a corresponding payout percentage, which is expressed as a percent of target performance. When determining the target award for each executive officer, the Committee (or the independent members of the Board for the CEO annual cash incentive) reviews competitive market compensation data for target total cash compensation (sum of base salary and target annual cash incentive) for the position in which such executive officer serves. In addition to considering the market data, the Committee also considers scope, complexity, experience, and tenure of the executive officer’s position, individual contributions and performance, CEO recommendation for executives, other than the CEO, as well as internal pay equity. At the end of the performance period, our CEO examines overall company performance as well as the individual contributions for each role. Actual awards can range from 0% (if threshold levels of performance are not met) to 200% of the target award (if stretch levels of performance are met for all of the performance measures, and subject to an increase for the individual modifier described below). Based on company performance and the contribution of each leader, the resulting competitiveness of total cash compensation will vary on a role specific basis. As a result, and without considering any potential use of the individual modifier described below, payouts of the annual cash incentive compensation to named executive officers cannot exceed 200% of their target opportunity to manage risk overall and the cost of the plan. The below table reflects the 2025 annual incentive target opportunity for each named executive officer:

  48. Section 3: CORE COMPENSATION PROGRAM

    (1)Ms. Bramley provided notice of resignation on February 7, 2025 and did not realize any compensation changes for 2025. As a result she is not included in the above table. (2)Mr. Smotherman's target opportunities under the 2025 Management Plan and the 2025 Annual Incentive Plan (as defined below) reflected in the table above is an average based on the time he spent in his respective roles during 2025. For the period of time he served as Interim Chief Financial Officer, his target opportunity was 100% of base salary. In designing the 2025 Management Plan, our Compensation Consultant performed a comparative review of our annual incentive compensation program. As part of that review, the Compensation Consultant advised the Committee that Teradata’s annual incentive compensation practices were aligned with common market practices within the approved peer group, particularly with regard to the types and number of performance measures used, the payout levels as a percent of the target level of achievement set for each of the threshold and maximum levels of achievement, and the payout percentage for each of the threshold, target and maximum levels of achievement. In this regard, Messrs. McMillan and Petley did not receive an increase in their respective target opportunity in 2025. For the other named executives in the above table who were new in role for 2025, their target opportunities were aligned with market practices as noted above. Total payouts under the 2025 Management Plan are based primarily on our achievement of three key financial measures: Total ARR Growth %, Public Cloud ARR Growth %, and Non-GAAP Operating Margin.

  49. Section 3: CORE COMPENSATION PROGRAM

    | 2025 MANAGEMENT PLAN PERFORMANCE AND RESULTS | | | | | | | | FINANCIAL MEASURE | WEIGHTING (%) | 50% (THRESHOLD) | 100% (TARGET) | 200% (MAXIMUM) | ACTUAL PERFORMANCE | ACHIEVEMENT LEVEL (%) | | Total ARR Growth % (CC)(1),(3) | 40 | 0% | 1.0% | 2.5% | 0.74% | 87% | | Public Cloud ARR Growth % (CC)(1),(3) | 20 | 14.9% | 17.5% | 19.3% | 13.1% | —% | | Non-GAAP Operating Margin ($ in millions)(2),(3),(4) | 40 | $290 | $322 | $355 | $342 | 162% | | Total Payout Percentage | | | | | | 100% |

  50. Section 3: CORE COMPENSATION PROGRAM

    | | 2024 | 2025 | 2026 | | Equity Vehicle and Weighting | 60% performance-based RSUs 40% 3-year service-based RSUs | 50% performance-based RSUs 50% 3-year service-based RSUs Rebalanced equity vehicle weighting in 2025 to better align with peers and to enhance retention | 50% performance-based RSUs 50% 3-year service-based RSUs | | Performance Measure for Performance- Based RSUs | 40% Total ARR (measured as the end of the 3-year period ending 12/31/2026) 20% Total Public Cloud ARR (measured as the end of the 3-year period ending 12/31/2026) 40% Free Cash Flow (compound over a 3-year period ending 12/31/2026) | 50% 2025 Total ARR (measured as the end 2025; vests pro-rata on an annual basis over 3-year period ending 12/31/2027) 25% Rule of 40* - (measured for each of 2025, 2026, and 2027) 25% Free Cash Flow* - (measured for each of 2025, 2026, and 2027) *Metrics set at beginning of 3-year performance period for each year; vests after end of 3-year performance period ending 12/31/2027 | 50% 2026 Total ARR (measured as the end 2026; vests pro-rata on an annual basis over 3-year period ending 12/31/2028) 25% Rule of 40* - (measured for each of 2026, 2027, and 2028) 25% Free Cash Flow* - (measured for each of 2026, 2027, and 2028) *Metrics set at beginning of 3-year performance period for each year; vests after end of 3-year performance period ending 12/31/2028 | | Maximum Payout | 150% (decreased from 200%) | 200% | 200% | | Grant Effective Date | February 2024 | March 2025 | March 2026 | | Performance Period | 2024 – 2026 | 2025 – 2027 | 2026 – 2028 |

  51. Section 3: CORE COMPENSATION PROGRAM

    2025 – 2027 Performance-Based and Service-Based RSU Grants With regard to the executive compensation program that was granted during 2025, our Compensation Consultant performed a benchmark review of our long-term incentive compensation program. As part of that review, the Compensation Consultant advised the Committee that Teradata’s long-term incentive compensation program proposed for the 2025 – 2027 performance period was aligned with the peer companies with regard to the types and number of performance measures used, the allocation between the performance and service-based components, the payout levels as a percent of the target level of achievement set for each of the threshold and maximum levels of achievement, the payout percentage for each of the threshold, target and maximum levels of achievement, and performance period. In determining the size of the long-term incentive grants, the Committee considered market data, the scope and complexity of the executive’s position, experience, tenure, internal pay comparisons, function, division, CEO recommendations for executive officers, other than the CEO, and individual performance and historical targeted grant levels. In 2025, the Committee made long-term incentive grants that consisted of a grant of 2025 – 2027 LTIP and 3-year service-based RSUs (“Service RSUs”) to our named executive officers. The target opportunity for the aggregate of the 2025 – 2027 LTIP, Service RSUs, and New Hire/Promotion grants for each named executive officer was as follows:

  52. Section 3: CORE COMPENSATION PROGRAM

    | NAME(1) | ANNUAL GRANT - 50% SERVICE RSUs ($) | ANNUAL GRANT - 50% 2025 - 2027 LTIP ($) | NEW HIRE/PROMOTIONAL GRANT - 100% SERVICE RSUs ($) | TOTAL LONG-TERM INCENTIVE OPPORTUNITY ($) | | Stephen McMillan | 6,250,000 | 6,250,000 | — | 12,500,000 | | John Ederer | 2,250,000 | 2,250,000 | 4,500,000 | 9,000,000 | | Charles Smotherman | 375,000 | 375,000 | 2,000,000 | 2,750,000 | | Sumeet Arora | 1,750,000 | 1,750,000 | 3,000,000 | 6,500,000 | | Scot Rogers | 1,550,000 | 1,550,000 | 2,000,000 | 5,100,000 | | Richard Petley | 2,250,000 | 2,250,000 | — | 4,500,000 |

  53. Section 3: CORE COMPENSATION PROGRAM

    (1)Ms. Bramley provided notice of resignation on February 7, 2025 and did not realize any compensation changes for 2025. As a result she is not included in the above table. The long-term incentive opportunity for Mr. McMillan remained consistent with the 2024 level as the Board viewed this level of compensation as appropriate for the scope of his role and the performance of the Company. For each of Messrs. Ederer, Arora, and Rogers, we made new hire offers that were designed to replace unvested value they had at their respective prior employers and to ensure internal equity and alignment with the executive team as a whole. In addition, they each received a typical annual grant of long-term equity awards consistent with what was provided to other executive officers and the total long-term incentive opportunity value granted to them for these annual long-term equity grants were consistent with competitive trends and market-based data reviewed with the Compensation Consultant for comparable roles and levels of experience. In connection with Mr. Smotherman's interim promotion in March 2025, the Committee approved an additional award of service-based RSUs ("Interim Promotion Grant"), which was consistent with his expanded role and additional responsibilities, retention considerations in light of the planned search for a permanent Chief Financial Officer, and to reward him for his promotion, on an interim basis, to being a member of the Company's executive leadership team. The long-term incentive opportunity for Mr. Petley was increased by $1,500,000 from 2024 to recognize the increasingly complex and enterprise-wide impact of his role, including the importance of his roles for facilitating the Company's transformation and returning the Company to Total ARR growth (which as noted above, we accomplished in 2025). Overall, the long-term incentive opportunities for the named executive officers align with the competitive trends as reviewed by the Committee based on the Compensation Consultant's independent analysis as part of the Committee's overview of competitive trends for talent. The 2025 – 2027 LTIP will be earned based on the extent to which Teradata achieves three financial goals during the 3-year performance period ending December 31, 2027, as noted in the table at the beginning of this long-term incentive compensation section. The Service RSUs vest in equal annual installments over three years and are designed to provide a meaningful retention incentive for our executives in line with competitive market practices.

  54. Section 3: CORE COMPENSATION PROGRAM

    | 2025 – 2027 LTIP PERFORMANCE MEASURES | RATIONALE | | 2025 Total ARR $. 50% of the performance-based RSUs is subject to achievement of a dollar value of Total ARR over a one-year performance period that ends on December 31, 2025. The achievement of this performance measure, if any, is paid out pro-rata on an annual basis over the three-year period ending December 31, 2027. | We are focusing on our company's growth overall by providing customers with the platform they desire, whether on-premises, hybrid or cloud. Growing Public Cloud ARR continues to be a growth engine leading to Total ARR growth. As such, we incentivized our executives to focus on the achievement of a specific level of Total ARR by the end of 2025. | | Rule of 40. 25% of the performance-based RSUs is subject to achievement of certain levels of the Rule of 40 as of the end of each of 2025, 2026, and 2027. The achievement for each year in the performance measure will be certified at the end of the applicable year; payout for this measure, if any, will be made after the completion of the three-year period ending in 2027. | We incorporated the Rule of 40 performance measure into our 2025 - 2027 LTIP as this is a metric commonly used by software companies to assess company health and to incentivize our executives to achieve profitable revenue growth. In addition, we added this performance measure to address stockholder feedback and reflect the importance of that financial metric for software companies. | | Free Cash Flow. 25% of the performance-based RSUs is subject to the achievement of free cash flow targets as of the end of each of 2025, 2026, and 2027. The achievement for each year in the performance measure will be certified at the end of the applicable year; payout for this measure, if any, will be made after the completion of the three-year period ending in 2027. | Our free cash flow reflects our long-term ability to generate cash and profitability. |

  55. Section 3: CORE COMPENSATION PROGRAM

    The Committee established threshold, target and maximum goals for each performance measure for the 2025 – 2027 LTIP. The specific performance goals for the three-year award period, including those established on an annual basis, are maintained by us as proprietary and confidential. The Committee believes that disclosure of these specific performance goals and business strategy would represent competitive harm to us as such corporate goals and results are not publicly disclosed and are competitively sensitive. The Committee believes the attainment of the target performance levels, while uncertain, could be reasonably achieved with strong execution by the Teradata team of the long-term financial plan. Threshold goals represent the minimum level of performance necessary for there to be a payout for that performance measure, and the Committee believes the threshold goals are rigorous, but likely to be achieved. Maximum goals represent the performances at which payouts are 200% of the target award and reinforces stretch achievements. Even if actual results exceed the maximum goals, the payouts are capped at 200% of the target award to ensure that the adjustments to the performance goals in the 2025 – 2027 LTIP would not result in a substantial benefit to the Company's executive officers and to mitigate any incentive to encourage excessive risk taking across Teradata. Maximum goals represent levels of performance at which the Committee determined a payout of 200% of target would be appropriate. The Committee believes that the maximum goals established are more aggressive goals. Consistent with our past practice, we expect to provide disclosure of the actual goals and performance attained for the 2025 – 2027 LTIP in the proxy statement for our 2028 Annual Meeting. In addition to approving performance measures, goals and weightings, the Committee also established specific and typical corporate adjustment events, which are permitted under the 2023 SIP, and that are consistent with past practice for determining payouts under the 2025 – 2027 LTIP. The adjustment events include foreign exchange rate fluctuations, any significant acquisition or divestiture, and/or changes in applicable federal accounting standards. 2024 Business Challenges – Reminder of What We Disclosed Last Year To demonstrate our commitment to transparency in our executive compensation process, in last year's proxy statement (the "2025 Proxy Statement") we proactively disclosed changes to the performance metrics in our 2023 – 2025 LTIP and 2024 – 2026 LTIP. No further changes were made to these awards from what was disclosed in our 2025 Proxy Statement. We are including this section in this year's proxy statement to provide a reminder, on a summary basis, of what we said in the 2025 Proxy Statement as the payouts under the 2023 - 2025 LTIP are reflected this year in the section that follows. We believe that making the adjustments we disclosed in the 2025 Proxy Statement achieved our objectives of facilitating the execution of a refocused long-term strategy, growth, stability, and retention. In addition,

  56. Section 3: CORE COMPENSATION PROGRAM

    during our subsequent stockholder engagement efforts during 2025, we received feedback from our stockholders in support and understanding of the compensation actions that we took and disclosed in the 2025 Proxy Statement. While we are providing a summary of the items that we disclosed in the 2025 Proxy Statement below, we refer you to the section titled "2024 Business Challenges and Compensation Plan Design Changes for 2025" in the 2025 Proxy Statement for a more detailed description. As we disclosed in the 2025 Proxy Statement, 2024 was a challenging year for Teradata, primarily due to elongated deal closing cycles and a shift in customer buying patterns, in particular as a result of the rapid proliferation of AI and many companies reevaluating their data and analytics platform needs. As a result, we refocused our long-term strategy to address the dynamic environment and changing customer preferences that we faced (the "2024 Challenges"). To align management to execution of the enhanced long-term strategy, the Board determined that it was necessary to reset the Company's long-term financial plan (the "Revised Plan"), which resulted in the performance goals set as part of the 2023 – 2025 LTIP and 2024 – 2026 LTIP no longer being aligned with the Revised Plan. To address the 2024 Challenges and Revised Plan, the Committee engaged in discussions, including with the Compensation Consultant, to consider the options available to it for the outstanding long-term equity awards (the specific options considered were detailed in the 2025 Proxy Statement), which included changes to our 2023 – 2025 LTIP and 2024 – 2026 LTIP in order to: •re-align performance goals for the Total ARR, Public Cloud ARR, and Free Cash Flow performance measures in the 2023 – 2025 LTIP and 2024 – 2026 LTIP to the Revised Plan approved by the Board to ensure executives are incentivized to drive performance in accordance with the Revised Plan, •enhance our ability to retain our high performing executives and senior leadership that are critical to the future growth of Teradata in a highly competitive talent market, and •reduce the maximum payout opportunity from 200% to 150% to mitigate the ability of executives to receive a substantial benefit from the adjustments. Ultimately, the Committee determined that in order to align to our pay for performance philosophy and to provide proper incentive to execute Teradata's long-term strategy reflected by the Revised Plan, the best course was to adjust the performance goals in the 2023 – 2025 LTIP and the 2024 – 2026 LTIP so that the target level of such plans aligned with the Revised Plan. The Committee believed that by making these adjustments, as opposed to taking other compensation actions or taking no action all, it was taking the most prudent path to align incentive compensation with the Company's evolving long-term strategy and to support the achievement of the Company's continued growth, innovation, and transformation, while also enhancing the Company's ability to retain its key high-performing senior leaders at a critical time for the Company, and selecting the option that was the least costly and dilutive to stockholders. Payout of Performance-Based RSUs for the 2023 – 2025 Performance Period (“2023 – 2025 LTIP”) As part of our 2023 – 2025 LTIP, we granted performance-based RSUs to our named executive officers. •40% of the award was based on 2023 - 2025 Free Cash Flow; •30% of the award was subject to achievement of 2025 Total ARR $; and •30% of the award was subject to achievement of 2025 Total Public Cloud ARR $. As noted above and disclosed in detail in the 2025 Proxy Statement, the Committee approved adjustments to the 2025 Total ARR, 2025 Total Public Cloud ARR, and Free Cash Flow performance goals that are included in the 2023 – 2025 LTIP. The performance goals and targets for the 2023 – 2025 LTIP (as adjusted), along with actual results for each year, are as follows:

  57. Section 3: CORE COMPENSATION PROGRAM

    | 2023-2025 LTIP PERFORMANCE AND RESULTS | | | | | | | | | 2023-2025 PERFORMANCE GOALS | | | | RESULTS AND PAYOUTS | | | FINANCIAL MEASURE (Millions) | WEIGHTING (%) | THRESHOLD (50% PAYOUT) ($) | TARGET (100% PAYOUT) ($) | MAXIMUM (150% PAYOUT) ($) | ACTUAL RESULTS ($) | PAYOUT PERCENTAGE (%) | | 2023 - 2025 Free Cash Flow(1) | 40 | 927 | 1,030 | 1,133 | 936 | 54 | | 2025 Total ARR $ | 30 | 1,474 | 1,488 | 1,563 | 1,486 | 91 | | 2025 Public Cloud ARR $ | 30 | 644 | 715 | 787 | 690 | 82 | | Total Payout Percentage | | | | | | 74 |

  58. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    Section 4: COMPENSATION CONSULTANT AND PEER GROUP Compensation Consultant When setting 2025 compensation levels for the named executive officers, the Committee retained Aon's Human Capital Solutions practice, a division of Aon, plc (“Aon”) as its Compensation Consultant, reporting directly to the Committee and serving at the sole discretion of the Committee. During its engagement, the Compensation Consultant provided information to the Committee regarding peer group development, compensation pay level analysis, pay mix, overall design for the components of total direct compensation based on the pay practices of companies in our compensation peer group, as established by the Committee, and the compensation options available to the Committee to address the 2024 Challenges discussed previously. In addition, our People organization purchased compensation surveys and reports from Aon during 2025 at a cost of approximately $77,000. With regard to other compensation services, the Compensation Consultant also advises our Board on its director compensation program. With regard to services that are not compensation related, Aon affiliates also provide to us insurance-related products and services, covering health and benefits, pension-related services, other insurance brokerage services and risk services to the business. The aggregate fees we paid to the Compensation Consultant for (i) its service as our independent executive officer and board of director compensation consultant was approximately $167,660 and (ii) for the additional services paid to various of its affiliates was approximately $408,880. Although the Committee was aware of the nature of the services performed by Aon affiliates, the Committee did not review and approve such services and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business. The Compensation Consultant maintains certain policies and practices to protect the independence of the executive compensation consultants engaged by the Committee. In particular, the Compensation Consultant provides an annual update to the Committee on the financial relationship between the Compensation Consultant and the Company, and provides written assurances that, within Aon, the consultants who perform executive compensation services for the Committee have compensation determined separately from its other lines of business and from the other services it provides to the Company. These safeguards were designed to help ensure that the Committee’s executive compensation consultants continued to fulfill their role in providing independent, objective advice. In light of the foregoing, the Committee has assessed the independence of the Compensation Consultant pursuant to SEC rules and NYSE listing standards and concluded that there was no conflict of interest that would prevent the consulting firm from independently advising the Committee. Peer Group The Committee examines the compensation peer group on an annual basis, with input from management and the Compensation Consultant. The peer group framework and criteria utilized are as follows: •Identify companies within the following sub-industries, based on the Global Industry Classification Standard: internet services and infrastructure; application software; systems software; and technology hardware, storage and peripherals; •From those sub-industries, focus on the following business areas: cloud and storage; analytics; and security; •Include companies with revenue generally above $1 billion with a soft cap of $10 billion, with exceptions based on the market for executive talent; and •Consider market capitalization with a range of 0.3x to 3x of Teradata's 30-day average market capitalization.

  59. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    | 2026 PROXY STATEMENT | 59 |

  60. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    At the time that the peer group was reviewed and approved by the Committee for our 2025 executive compensation decisions, the Company was at the 38th percentile for revenues and the 10th percentile for market capitalization, which they believed balanced the metrics for setting the final peer group especially due to the fact that pay historically has been more correlated to revenue due to market valuation fluctuations in the sector. In 2025, the Committee used an updated peer group, reflected below, that was created using the peer group framework and methodology when establishing base salary, annual cash incentive levels, and long-term incentive levels for our executives in 2025. The following chart lists the companies in our compensation peer group for 2025 compensation decisions:

  61. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    | COMPANY(1) | REVENUE (in millions) | APPROX. # OF EMPLOYEES | COMPANY(1) | REVENUE (in millions) | APPROX. # OF EMPLOYEES | | Box, Inc. | $1,090 | 2,810 | Open Text Corporation | $5,168 | 21,400 | | Dropbox, Inc. | $2,521 | 2,113 | Pegasystems, Inc. | $1,746 | 5,598 | | Fair Isaac Corporation | $1,991 | 3,811 | Pure Storage, Inc. | $3,168 | 6,000 | | Fortinet, Inc. | $6,800 | 15,109 | Rackspace Technology, Inc. | $2,686 | 5,000 | | Gen Digital Inc. | $3,935 | 3,500 | Seagate Technology | $9,097 | 30,000 | | Guidewire Software, Inc. | $1,202 | 3,772 | Snowflake Inc. | $3,462 | 7,834 | | Informatica Inc. | $1,640 | 5,200 | Teradata | $1,663 | 5,000 | | NetApp, Inc. | $6,572 | 11,700 | Verint Systems Inc. | $909 | 3,800 | | Nutanix, Inc. | $2,538 | 7,800 | Verisign, Inc. | $1,657 | 928 | | Okta, Inc. | $2,610 | 5,914 | | | |

  62. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    (1)When establishing the 2025 peer group, the Committee added Pegasystems and removed Palo Alto Networks to enhance Teradata's alignment to the market and removed Alteryx and Splunk due to acquisitions. In 2025, Informatica was acquired and is no longer a public company.

  63. Section 4: COMPENSATION CONSULTANT AND PEER GROUP

    | 60 | |

  64. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS Change in Control Severance Plan Each of our currently employed named executive officers participates in the Teradata Change in Control Severance Plan (the “CIC Plan”), the objectives and provisions of which are summarized below:

  65. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | Business Objectives | Increased Retention Incentives. The CIC Plan enhances our retention incentives by reducing the personal uncertainty that arises from the possibility of a future business combination and promotes objectivity in the evaluation of transactions that are in the best interests of our stockholders. Alignment with Market Practices. Based on information provided by the Compensation Consultant, change in control severance arrangements are used by a vast majority of the companies included in our compensation peer group, and the terms of our CIC Plan are consistent with corporate governance best practices, market trends, and aligned incentives. | | Severance Provisions | Severance Protections on Double Trigger. The CIC Plan provides for separation payments and benefits to our current named executive officers, which are reviewed annually by the Committee. The CIC Plan provides benefits on a “double trigger,” meaning that the severance benefits are paid, and equity awards vest, only if our executives incur a qualifying termination in connection with a change in control. The threshold for an acquisition of Teradata stock that would constitute a change in control is an acquisition of 50% or more of the Company’s outstanding common stock or voting securities. No Excise Tax Gross Ups. The CIC Plan does not allow for “gross-up” payments related to excise taxes that may be imposed under Section 280G of the Internal Revenue Code. |

  66. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    Under the CIC Plan, if a participating executive’s employment is terminated by us other than for “cause”, death or disability or if the executive resigns for “good reason” within two years after a “change in control” (or within six months prior to a change in control, if the executive can demonstrate that the termination occurred in connection with a change in control), then Teradata or its successor will be obligated to pay or provide the following benefits: •A lump sum payment equal to 2.0 times the executive’s annual base salary and average annual incentive payment (for this purpose, annual incentive generally means the average annual incentive earned for the prior three years); •A lump sum payment equal to a pro-rata portion of the average annual incentive earned for the prior three years; •Continued medical, dental and life insurance coverage for two years; and •Continued outplacement and financial counseling services, if such services are offered at such time, for one year. The CIC Plan provides that upon termination of employment, each participant is prohibited from soliciting our employees for a one-year period and is subject to confidentiality restrictions. Moreover, each participant is required to sign a release of all claims against the Company prior to receiving severance benefits under the plan. More information on the CIC Plan, including the estimated payments and benefits payable to the named executive officers, is provided under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement. Executive Severance Plan The Company maintains the Teradata Executive Severance Plan (the “Executive Severance Plan”), in which each of our currently employed named executive officers participates (other than Mr. Petley, who resides in the United Kingdom and receives comparable severance benefits under a separate arrangement which is described below). This plan promotes retention incentives for our executives by establishing severance protections for participants that are consistent with both market levels and Teradata’s past practices, while eliminating the need to negotiate individual severance agreements in

  67. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | 2026 PROXY STATEMENT | 61 |

  68. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    connection with an executive’s termination or at the time of hire. This approach also ensures pay practice consistency and fairness across the leadership team. For our participating named executive officers, the Executive Severance Plan provides severance protections, as described below, in the event of termination of employment by the Company without cause (and not because of the participant’s disability or death), and, in the case of Mr. McMillan only as a result of specifically negotiated provision upon his hiring, upon his resignation for good reason, in either case prior to (and not in connection with) a change in control of the Company. As described above, each of our current named executive officers participates in the CIC Plan, and in the event of a termination of employment by the Company without cause or by the participant for good reason in connection with a change in control, those participants would be entitled to receive severance benefits as provided under the CIC Plan. Each of our participating named executive officers would be entitled to receive the following benefits under the Executive Severance Plan in the event of a qualifying termination of employment outside of the change in control context:

  69. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | Severance Benefits | •Salary and target annual cash incentive continuation for one year; •A prorated target annual cash incentive opportunity under the Company’s Management Incentive Plan; •Continued medical, dental and visual care coverage, with the Company continuing to subsidize its share of the premium during the one-year salary continuation period; •Outplacement services for up to one year; •Pro-rata vesting of service-based and performance-based RSUs (subject to achievement of applicable performance goals for performance-based RSUs); and •For all retirement-eligible participants (i.e., participants aged 55 or older), an additional year of vesting service for stock options and service-based RSUs (but not performance-based RSUs). •For Mr. McMillan only (as a result of specifically negotiated provision upon his hiring), enhanced vesting of any outstanding but unvested service-based or performance-based RSUs, such that he will be treated as receiving an additional year of vesting for both types of awards (with payout of any performance-based RSUs subject to actual performance results during the applicable performance period). |

  70. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    Mr. Petley participates in a comparable United Kingdom severance arrangement, which provides for the greater of (i) the notice of termination and other payments upon the terms, and subject to the conditions, of any required United Kingdom severance guidelines at the time of the qualified termination or (ii) separation benefits substantially equivalent to what an executive officer would be entitled to receive under the Executive Severance Plan. To receive severance benefits under the Executive Severance Plan, a participant must agree to a release of claims against the Company. As a condition of participation in the Executive Severance Plan, each eligible employee must also agree to comply with certain restrictive covenants, including non-competition, non-solicitation, non-disparagement and confidentiality provisions to the extent permissible under applicable law. The Committee does not consider post-employment compensation arrangements, including severance and change in control benefits described above, when making decisions regarding current compensation amounts. More information on the Executive Severance Plan, including the estimated payments and benefits payable to the named executive officers, is provided under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

  71. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | 62 | |

  72. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    Perquisites We provide a flexible workplace for our workforce. In connection with our flexible workplace, we provide a travel allowance to Mr. McMillan to facilitate his travel to San Diego and other locations based on business needs. This was also provided to Ms. Bramley. The travel allowance is $12,500 per month for Mr. McMillan and was $7,500 per month for Ms. Bramley. This monthly allowance is intended to cover airfare, lodging, and ground transportation when traveling to San Diego for business purposes. Messrs. Ederer, Smotherman, Arora, Rogers and Petley do not receive a travel allowance. In addition, Mr. Petley is entitled to a car allowance of $12,142 (£9,000) per year. We also pay certain reasonable travel costs for family members of our executive officers in connection with certain off-site, business-related meetings in which it was appropriate for such individuals to attend. Health and Well-Being Benefits We believe that providing competitive health and well-being benefits at a reasonable cost is an important part of any employee’s compensation package and promotes employee health. Our U.S. executive officers participate in the same health and well-being benefits as our United States ("U.S.") based full-time salaried employees. Health-related benefits for fiscal 2025 included medical, vision, and dental insurance; life, accidental death and dismemberment insurance; and disability insurance. These benefits, including plan design and cost, are analyzed annually. In addition, to encourage and support employee well-being we provide the following benefits to our executive officers as well as our United States based full-time salaried employees, including our executive officers: flexible time off, established well-being days, and birthday day off. Mr. Petley resides in the U.K. and is covered by the same health plans and programs as apply to U.K. employees. Retirement Benefits We believe that it is important to allow our U.S.-based employees, including our executive officers, the opportunity to save for retirement through our Teradata Savings Plan, a 401(k) plan (the “Retirement Plan”). Pursuant to the Retirement Plan, Teradata will match U.S.-based employee contributions dollar for dollar up to the first 4% of eligible pay and then will match 50¢ of the next 2% of eligible pay contributed each pay period. Employee contributions and the investment earnings on such contributions are always 100% vested and Teradata contributions and investment earnings become fully vested on the employee’s anniversary date after completing three full years of service at Teradata. Teradata contributions for fiscal 2025 to our Retirement Plan on behalf of our U.S.-based named executive officers can be found under the “All Other Compensation" column of the 2025 Summary Compensation Table in this proxy statement. As a resident of the United Kingdom, Mr. Petley is not eligible to participate in the Retirement Plan. Moreover, he elected not to participate in the pension plan that we maintain for employees in the United Kingdom. In lieu thereof, he receives an annual cash payment equal to 5% of his eligible compensation. Charitable Giving We support charitable organizations for our employees through our global matching gift program. The program for our executive officers provides that a gift or gifts by an executive officer to one or more tax exempt 501(c)(3) charitable organizations in the U.S., or organizations with an equivalent status outside the U.S., will be matched by Teradata in an aggregate amount of up to $750 per year, as applicable.

  73. Section 5: SEVERANCE, CHANGE IN CONTROL AND OTHER BENEFITS

    | 2026 PROXY STATEMENT | 63 |

  74. Section 6: OTHER COMPENSATION POLICIES AND PRACTICES

    | Clawback and Harmful Activity Policies | We maintain a Clawback Policy under which we are required to recover cash and equity-based incentive compensation paid to a current or former executive officer with respect to the three years preceding a year in which we prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The compensation recoverable is the amount in excess of the amount that would have been payable to the executive officer under the restated financial statements. The clawback must be applied regardless of whether the executive officer was responsible for the error that led to the accounting restatement and is effective as of October 2, 2023. The Clawback Policy is intended to comply with the applicable NYSE listing standards that were revised in response to the mandates under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In addition, cash or equity incentive compensation granted under the 2023 SIP, including service-based RSUs and performance-based RSUs are subject to forfeiture and/or clawback of such compensation if the participant’s employment is terminated for Cause. In the event of a termination for Cause, in addition to all share units being automatically forfeited, the participant would also need to (i) return to Teradata all shares that were acquired under the Stock Incentive Plan in the two years prior to the date of termination and that had not yet been disposed and (ii) with respect to any shares acquired pursuant to plan during the two years prior to the date of termination of employment and that had been disposed of, pay to Teradata in cash the fair market value of such shares. “Cause” is defined in our Stock Incentive Plan to include convictions for felonies committed, dishonesty in the course of fulfilling duties, failure to substantially perform duties, a material violation of Teradata’s ethics and compliance program, or such other events as determined by the Committee. These policies support the accuracy of our financial statements and, in conjunction with our stock ownership guidelines, helps to align the interests of our named executive officers with those of our stockholders. In light of our pay-for-performance culture, we felt strongly that our executives and participants under the long-term incentive program should be held to this higher standard of accountability. | | Prohibition on Pledging and Hedging | Our insider trading policy prohibits our executive officers from hedging and from pledging Teradata securities. For more information regarding our policy with respect to hedging and pledging of Teradata securities, see “Insider Trading Policy and Hedging and Pledging of Teradata Securities” section in this proxy statement. | | Compensation Risk Assessment | Members of management from our human resources, legal and risk management groups assess whether our compensation policies and practices encourage excessive or inappropriate risk taking by our employees. This assessment includes a review of the risk characteristics of our business, our internal controls and related risk management programs, the design of our incentive plans and policies, and the impact of risk mitigation features. Management reports its findings to the Compensation and People Committee, and, based on that analysis, the Compensation and People Committee does not believe that our compensation programs for employees are reasonably likely to have a material adverse effect on the Company. | | Tax Considerations | Section 162(m) of the Internal Revenue Code, as amended (“Section 162(m)”), compensation paid to certain covered individuals, including our named executive officers, generally will not be deductible to the extent that it exceeds $1 million in any calendar year. As has historically been the case, the Committee reserves the ability to pay compensation to our executives in appropriate circumstances, even if such compensation is not deductible under Section 162(m). |

  75. COMPENSATION TABLES

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Stephen McMillan Chief Executive Officer | 2025 | 822,616 | — | 14,031,478 | 1,035,000 | 173,431 | 16,062,525 | | | 2024 | 800,000 | — | 15,633,777 | 800,000 | 184,532 | 17,418,309 | | | 2023 | 800,000 | — | 12,789,835 | 950,000 | 192,914 | 14,732,749 | | John Ederer(5) Chief Financial Officer | 2025 | 326,154 | — | 9,410,962 | 339,781 | 27,623 | 10,104,520 | | Charles Smotherman(5) Former Interim Chief Financial Officer | 2025 | 390,469 | — | 2,872,134 | 265,961 | 18,176 | 3,546,740 | | Claire Bramley(6) Former Chief Financial Officer | 2025 | 142,000 | — | 1,161,863 | — | 36,067 | 1,339,930 | | | 2024 | 504,538 | — | 6,057,245 | 416,000 | 105,082 | 7,082,865 | | | 2023 | 500,000 | — | 4,604,344 | 475,000 | 107,996 | 5,687,340 | | Sumeet Arora(5) Chief Product Officer | 2025 | 336,731 | — | 6,796,812 | 349,918 | 18,884 | 7,502,345 | | Scot Rogers(5) Chief Administrative Officer | 2025 | 268,731 | — | 4,918,828 | 226,915 | 10,333 | 5,424,807 | | Richard Petley(7) Chief Revenue Officer | 2025 | 573,372 | — | 4,392,925 | 573,372 | 126,834 | 5,666,503 | | | 2024 | 525,721 | — | 3,428,500 | 365,350 | 76,793 | 4,396,364 |

  76. COMPENSATION TABLES

    (1)This column shows base salary earned during the applicable year. (2)This column shows the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”), of performance-based and service-based restricted share units granted in the applicable year. For assumptions, refer to Note 7 of the Notes to Consolidated Financial Statements contained in our 2025 Annual Report. In addition, for Mr. Smotherman, the amount for 2025 includes the Interim Promotion Grant (see footnote 3 to the 2025 Grants of Plan-Based Awards Table). For 2025, the grant date fair value of the RSUs for all named executive officers other than Messrs. Smotherman, Ederer, Arora, and Rogers as indicated herein, is based on the closing price of our common stock of $23.38 on March 3 2025, the grant date, and for Mr. Smotherman's Interim Promotion Grant with a grant date of March 25, 2025 and closing price of our common stock on that date of $23.86. In addition, for each of Messrs. Ederer, Arora and Rogers, the amount for 2025 reflects new-hire service-based RSU grants they received as described in footnotes 6, 8, and 9, respectively, to the 2025 Grants of Plan-Based Awards Table. The grant date fair value for all awards granted to Mr. Ederer and Mr. Arora is based on the closing price of our common stock on May 16, 2025, the grant date of the awards granted to them in connection with their employment, of $22.90. The grant date fair value for all awards granted to Mr. Rogers is based on the closing price of our common stock on June 13, 2025, the grant date of the awards granted to him in connection with his employment, of $21.45. For the 2025 – 2027 LTIP awards, the following table sets forth the target number of units, the target grant date fair value reflected in the Stock Awards column, and their grant date value assuming that the maximum level of performance would be achieved.

  77. COMPENSATION TABLES

    | 66 | |

  78. COMPENSATION TABLES

    | Name | Target Number of 2025 – 2027 LTIP | Target Grant Date Fair Value | Maximum Value | | Stephen McMillan | 231,054 | $5,402,043 | $10,804,086 | | John Ederer | 102,740 | $2,352,746 | $4,705,492 | | Charles Smotherman | 13,863 | $324,117 | $648,234 | | Claire Bramley(6) | n/a | n/a | n/a | | | | | $— | | Sumeet Arora | 79,909 | $1,829,916 | $3,659,832 | | | | $1,494,937 | $2,989,874 | | Scot Rogers | 69,694 | $1,494,936 | $2,989,872 | | | | | $— | | Richard Petley | 83,179 | $1,944,725 | $3,889,450 |

  79. COMPENSATION TABLES

    For 2025, the amounts reflected in the “Stock Awards” column also include the incremental fair value of the 2023 – 2025 LTIP that was modified as described in the 2025 Proxy Statement and the above CD&A as follows: Mr. McMillan, $3,227,392; Ms. Bramley, $1,161,863; Mr. Petley, $503,474; and Mr. Smotherman, $165,235. The incremental fair value of the modified 2023-2025 LTIP was determined under FASB ASC Topic 718, as of the modification date, and does not reflect the value of any new award that was earned or received by the named executive officers in 2025. (3)This column reflects the annual cash incentive earned by our named executive officers under the annual cash incentive program for the applicable year, which for Mr. Smotherman also includes payments under the 2025 Annual Incentive Plan. For information concerning the 2025 annual cash incentives, see the "Annual Cash Incentive Awards" discussion in the Compensation Discussion and Analysis section of this proxy statement. (4)The amounts reported in this column for 2025 include the following:

  80. COMPENSATION TABLES

    | | Other Compensation | | | | | | | | | | Name | Charitable Giving Match ($) | Travel Expense ($) | Car Allowance ($)(i) | Family Travel ($)(ii) | Company Contributions to 401(k) ($)(iii) | Cash in Lieu of Pension ($)(iv) | Value of Life Insurance Premiums Paid by Company ($) | Legal Fees ($)(v) | Total ($) | | Stephen McMillan | — | 150,000 | — | 4,735 | 17,346 | — | 1,350 | — | 173,431 | | John Ederer | — | — | — | 4,438 | 12,231 | — | 954 | 10,000 | 27,623 | | | | — | | | | | | | | | Charles Smotherman | — | — | — | — | 17,500 | — | 676 | — | 18,176 | | | | | — | | | | | | | | Claire Bramley | 200 | 24,231 | — | — | 10,700 | — | 936 | — | 36,067 | | | | | — | | | | | | | | Sumeet Arora | — | — | — | 9,604 | — | — | 927 | 8,353 | 18,884 | | Scot Rogers | — | — | — | — | 9,415 | — | 918 | — | 10,333 | | Richard Petley | — | — | 12,142 | 15,054 | — | 95,038 | 4,600 | — | 126,834 |

  81. COMPENSATION TABLES

    (i)Mr. Petley is entitled to a car allowance of £9,000 per year. We do not offer a car allowance to any of our U.S.-based named executive officers. (ii)Reimbursement for family members to travel to Company business-related meetings for which it was appropriate for such individuals to attend. (iii)As a resident of the United Kingdom, Mr. Petley is not eligible for the 401(k) plan. (iv)We do not have pension plans for any of our U.S. based employees. Mr. Petley elected not to participate in the pension plan that we maintain for employees in the United Kingdom. In lieu thereof, he receives an annual cash payment equal to 5% of his eligible compensation. There were two correction payments relating to 2023 and 2024, totaling $45,268 (£33,554) included in the figure above. (v)Amounts reimbursed for legal fees as part of offer letters in connection with their employment negotiations. (5)Mr. Ederer was appointed Chief Financial Officer effective May 12, 2025, Mr. Arora was appointed Chief Product Officer effective April 28, 2025, and Mr. Rogers was appointed Chief Administrative Officer effective June 12, 2025; therefore, their information is provided only for 2025. Mr. Smotherman was promoted to Interim Chief Financial Officer from March 24, 2025 through May 11, 2025, as such his information is only provided for 2025. (6)Ms. Bramley resigned as Chief Financial Officer and her last day with the Company was March 31, 2025. (7)Mr. Petley’s cash compensation and benefits were paid in British pounds for the year ending December 31, 2025. The amounts presented in this summary compensation table have been converted from British pounds to U.S. dollars using the exchange rate of 1 GBP = $1.34911.

  82. COMPENSATION TABLES

    | 2026 PROXY STATEMENT | 67 |

  83. COMPENSATION TABLES

    2025 Grants of Plan-Based Awards The following table summarizes information for each named executive officer regarding (i) estimated payouts under the 2025 Management Plan (the "Annual Incentive" in the table below) and 2025 Annual Incentive Plan (the "AIP" in the table below), (ii) estimated payouts for the 2025 – 2027 LTIP, (iii) service-based RSUs that were granted in 2025, including as part of new hire or promotion grants (the “RSUs”, "New Hire RSUs", and "Interim Promotion RSU" in the table below), and (iv) the incremental fair value for the modification of the 2023 – 2025 LTIP, as described in the 2025 Proxy Statement and above in the CD&A, as calculated in accordance with FASB ASC Topic 718.

  84. COMPENSATION TABLES

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Stephen McMillan | | | | | | | | | | | | Annual Incentive | — | — | 258,750 | 1,035,000 | 2,328,750 | — | — | — | — | — | | 2025-2027 LTIP | 03/03/2025 | 02/04/2025 | — | — | — | 115,527 | 231,054 | 462,108 | — | 5,402,043 | | RSUs | 03/03/2025 | 02/04/2025 | — | — | — | — | — | — | 231,054 | 5,402,043 | | Incremental Fair Value for 2023 – 2025 LTIP | — | — | — | — | — | — | — | — | — | 3,227,392 | | John Ederer(5),(6) | | | | | | | | | | | | Annual Incentive | — | — | 84,945 | 339,781 | 764,507 | — | — | — | — | — | | 2025-2027 LTIP | 5/16/2025 | 5/14/2025 | — | — | — | 51,370 | 102,740 | 205,480 | — | 2,352,746 | | RSUs | 5/16/2025 | 5/14/2025 | — | — | — | — | — | — | 102,740 | 2,352,746 | | New Hire RSUs | 5/16/2025 | 5/14/2025 | — | — | — | — | — | — | 205,479 | 4,705,469 | | Charles Smotherman | | | | | | | | | | | | AIP | — | — | 97,405 | 194,810 | 389,620 | — | — | — | — | — | | Annual Incentive | — | — | 17,788 | 71,151 | 160,090 | — | — | — | — | — | | 2025-2027 LTIP | 3/3/2025 | 2/21/2025 | — | — | — | 6,932 | 13,863 | 27,726 | — | 324,117 | | RSUs | 3/3/2025 | 2/21/2025 | — | — | — | — | — | — | 13,863 | 324,117 | | Interim Promotion RSUs | 3/25/2025 | 2/21/2025 | — | — | — | — | — | — | 86,281 | 2,058,665 | | Incremental Fair Value for 2023 – 2025 LTIP | — | — | — | — | — | — | — | — | — | 165,235 | | Claire Bramley(7) | | | | | | | | | | | | Incremental Fair Value for 2023 – 2025 LTIP | — | — | — | — | — | — | — | — | — | 1,161,863 | | Sumeet Arora(5), (8) | | | | | | | | | | | | Annual Incentive | — | — | 87,480 | 349,918 | 787,316 | — | — | — | — | — | | 2025-2027 LTIP | 05/16/2025 | 05/14/2025 | — | — | — | 39,955 | 79,909 | 159,818 | — | 1,829,916 | | RSUs | 05/16/2025 | 05/14/2025 | — | — | — | — | — | — | 79,909 | 1,829,916 | | New Hire RSUs | 05/16/2025 | 05/14/2025 | — | — | — | — | — | — | 136,986 | 3,136,979 | | Scot Rogers(5), (9) | | | | | | | | | | | | Annual Incentive | — | — | 56,729 | 226,915 | 510,559 | — | — | — | — | — | | 2025-2027 LTIP | 06/13/2025 | 05/14/2025 | — | — | — | 34,847 | 69,694 | 139,388 | — | 1,494,936 | | RSUs | 06/13/2025 | 05/14/2025 | — | — | — | — | — | — | 69,694 | 1,494,936 | | New Hire RSUs | 06/13/2025 | 05/14/2025 | — | — | — | — | — | — | 89,928 | 1,928,956 |

  85. COMPENSATION TABLES

    | 68 | |

  86. COMPENSATION TABLES

    | Richard Petley(10) | | | | | | | | | | | | Annual Incentive | — | — | 143,343 | 573,372 | 1,290,087 | — | — | — | — | — | | 2025-2027 LTIP | 03/03/2025 | 02/04/2025 | — | — | — | 41,590 | 83,179 | 166,358 | — | 1,944,725 | | RSUs | 03/03/2025 | 02/04/2025 | — | — | — | — | — | — | 83,179 | 1,944,725 | | Incremental Fair Value for 2023 – 2025 LTIP | — | — | — | — | — | — | — | — | — | 503,474 |

  87. COMPENSATION TABLES

    (1)The information included in the “Threshold”, “Target” and “Maximum” columns reflects the range of potential payouts under the 2025 Management Plan and AIP, as applicable, when the performance goals were established by the Committee. The actual amounts of the annual incentive awards earned for 2025 are reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. (2)The information included in the “Threshold”, “Target” and “Maximum” columns reflects the range of potential payouts under the 2025 – 2027 LTIP granted in 2025. For a description of how the 2025 – 2027 LTIP can be earned as well as the related vesting of the components of the 2025 - 2027 LTIP see "2025 – 2027 Performance-Based and Service-Based RSU Grants". (3)Reflects the number of service-based RSUs granted in 2025, which generally vest in equal installments over three years from the date of grant, provided that the executive remains employed by the Company. During the annual award cycle, the Committee approved the Interim Promotion Grant with vesting terms of 50% on the first anniversary of grant date and 50% on the second anniversary of grant date. In addition, this column reflects initial RSU grants provided to each of Messrs. Arora, Ederer, and Rogers (the "New Hire RSUs") and these awards are described in more detail in the footnotes that follow. (4)Reflects the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of the 2025 – 2027 LTIP and RSUs granted during 2025. Also reflects the incremental fair value of the 2023 – 2025 LTIP that was modified as described in the 2025 Proxy Statement and in the above CD&A, as determined under FASB ASC Topic 718 as of the modification date. No new awards were granted in connection with the modification and the value provided is calculated in accordance with the requirements of FASB ASC 718. (5)The New Hire RSUs, RSUs, and 2025-2027 LTIPs for Messrs. Arora, Ederer and Rogers were granted under the 2025 New Employee Stock Inducement Plan (“NESIP”) in reliance on the employment inducement exemption under the NYSE's Listed Company Manual Rule 303A.08 and the terms of those awards are described in the following footnotes. (6)The equity grants to Mr. Ederer are as follows (i) an annual grant of the 2025 - 2027 LTIP covering 102,740 shares, which shall vest 50% following the 3-year performance period ending December 31, 2027 and 50% following the 1-year performance period ending December 31, 2025 if the applicable performance goals are achieved, (ii) an annual grant of service based restricted share units covering 102,740 shares, which shall vest in equal amounts on the first, second, and third anniversaries of the grant date, and (iii) a new hire award consisting of service-based restricted shares units covering 205,479 shares, of which 102,740 vested on November 17, 2025, 33% will vest on the second anniversary of the date of grant, and 17% will vest on the second anniversary of the date of grant. (7)Ms. Bramley did not receive any equity awards or annual incentive in 2025 as she submitted her resignation prior to awards being granted. (8)The equity grants to Mr. Arora are as follows: (i) an annual grant of the 2025 - 2027 LTIP covering 79,909 shares, which shall vest 50% following the 3-year performance period ending December 31, 2027 and 50% following the 1-year performance period ending December 31, 2025 if the applicable performance goals are achieved, (ii) an annual grant of service based restricted share units covering 79,909 shares, which shall vest in equal amounts on the first, second, and third anniversaries of the grant date, and (iii) a new hire award consisting of service-based restricted shares units covering 136,986 shares, of which 23,288 vested on November 17, 2025, 33% will vest on the first anniversary of the grant date, 33% will vest on the second anniversary of the date of grant, and 17% will vest on the third anniversary of the date of grant. (9)The equity grants to Mr. Rogers are as follows: (i) an annual grant of the 2025 - 2027 LTIP covering 69,694 shares, which shall vest 50% following the 3-year performance period ending December 31, 2027 and 50% following the 1-year performance period ending December 31, 2025 if the applicable performance goals are achieved, (ii) an annual grant of service based restricted share units covering 69,694 shares, which shall vest in equal amounts on the first, second, and third anniversaries of the grant date, and (iii) a new hire award consisting of service-based restricted shares units covering 89,928 shares, which shall vest in equal amounts on the first, second, and third anniversaries of the grant date. (10)Mr. Petley’s cash compensation was paid in British pounds for the year ending December 31, 2025. The amounts presented in this table have been converted from British pounds to U.S. dollars using the exchange rate of 1 GBP = $1.34911.

  88. COMPENSATION TABLES

    | 2026 PROXY STATEMENT | 69 |

  89. COMPENSATION TABLES

    2025 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information for each named executive officer with respect to each award of performance-based RSUs and service-based RSUs that had not vested and remained outstanding as of December 31, 2025. None of our named executive officers have been granted stock options, as such, the columns that would reflect stock options that have not been exercised and remained outstanding as of December 31, 2025 have been omitted.

  90. COMPENSATION TABLES

    | | | | Stock Awards | | Equity Incentive Plan Awards | | | | | | Number of Shares or Units of Stock that Have Not Vested(1) (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | Number of Unearned Shares, Units or Other Rights that Have Not Vested (1) (#) | Market Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) ($) | | Name | Grant Date | Notes | | | | | | Stephen McMillan | 03/03/2025 | (a) | 231,054 | 7,033,284 | — | — | | | 03/03/2025 | (b) | 146,912 | 4,472,001 | 154,036 | 4,688,856 | | | 02/27/2024 | (c) | 76,752 | 2,336,331 | — | — | | | 02/27/2024 | (d) | — | — | 259,038 | 7,885,117 | | | 03/06/2023 | (e) | 42,463 | 1,292,574 | — | — | | | 03/06/2023 | (f) | 141,402 | 4,304,277 | — | — | | John Ederer | 05/16/2025 | (a) | 102,740 | 3,127,406 | — | — | | | 05/16/2025 | (b) | 65,325 | 1,988,493 | 68,494 | 2,084,957 | | | 05/16/2025 | (g) | 102,740 | 3,127,406 | — | — | | Charles Smotherman | 03/25/2025 | (h) | 86,281 | 2,626,394 | — | — | | | 03/03/2025 | (a) | 13,863 | 421,990 | — | — | | | 03/03/2025 | (b) | 8,814 | 268,298 | 9,242 | 281,326 | | | 02/27/2024 | (c) | 3,992 | 121,516 | — | — | | | 02/27/2024 | (d) | — | — | 13,470 | 410,027 | | | 03/06/2023 | (e) | 2,174 | 66,177 | — | — | | | 03/06/2023 | (f) | 7,240 | 220,386 | — | — | | Sumeet Arora | 05/16/2025 | (a) | 79,909 | 2,432,430 | — | — | | | 05/16/2025 | (b) | 50,809 | 1,546,626 | 53,272 | 1,621,600 | | | 05/16/2025 | (i) | 113,698 | 3,460,967 | — | — | | Scot Rogers | 06/13/2025 | (a) | 69,694 | 2,121,485 | — | — | | | 06/13/2025 | (b) | 44,313 | 1,348,888 | 46,464 | 1,414,364 | | | 06/13/2025 | (j) | 89,928 | 2,737,408 | — | — | | Richard Petley | 03/03/2025 | (a) | 83,179 | 2,531,969 | — | — | | | 03/03/2025 | (b) | 52,887 | 1,609,880 | 55,452 | 1,687,959 | | | 05/13/2024 | (k) | 7,618 | 231,892 | — | — | | | 05/13/2024 | (d) | — | — | 25,710 | 782,612 | | | 02/27/2024 | (c) | 12,076 | 367,593 | — | — | | | 02/27/2024 | (d) | — | — | 40,757 | 1,240,628 | | | 03/06/2023 | (e) | 6,625 | 201,665 | — | — | | | 03/06/2023 | (f) | 22,059 | 671,476 | — | — |

  91. COMPENSATION TABLES

    | 70 | |

  92. COMPENSATION TABLES

    (1)These columns show the aggregate number of performance-based RSUs and service-based RSUs outstanding as of December 31, 2025. The remaining vesting dates for each award are as follows: (a)These RSUs will vest in 1/3 increments over three years from the date of grant. (b)As disclosed in the CD&A, a component of the 2025 - 2027 LTIP is 2025 Total ARR $. This component was certified at a 91% achievement by the Compensation Committee on February 4, 2026 and vest in 1/3 increments over three years from the date of certification. As such, the "Stock Awards" column includes the number of shares earned for this component of the 2025 - 2027 LTIP, as well as the amounts certified for the 2025 Rule of 40 (104%) and 2025 Free Cash Flow (113%). The "Equity Incentive Plan Awards" column reflects the remaining components of the 2025-2027 LTIP of outstanding performance-based RSUs which may be achieved based on Rule of 40 and Free Cash Flow metrics (2026 and 2027), reported at the "maximum" level for awards which performance period runs through December 31, 2027. (c)The remaining RSUs will vest in equal installments on February 27, 2026 and February 27, 2027. (d)The "Equity Incentive Plan Awards" column includes the number of outstanding performance-based RSUs at the "maximum" level for the 2024 - 2026 LTIP awards, and can be earned after the end of the three-year performance period ending on December 31, 2026. (e)The remaining RSUs will vest on March 6, 2026. (f)The “Stock Awards” column includes the number of outstanding 2023 – 2025 LTIP awards at 74% achievement, because our performance through December 31, 2025 was certified at 74% on February 4, 2026. Executives must remain employed through the certification date to vest in the earned shares. (g)Mr. Ederer's remaining new hire grant vests 33% on the second anniversary of the date of grant and 17% on the third anniversary of the date of grant. (h)Mr. Smotherman's Interim Promotion Grant vests 50% on the first anniversary of the date of grant and 50% on the second anniversary of the date of grant. (i)Mr. Arora's remaining new hire grant vests 33% on the first anniversary of the date of grant, 33% on the second anniversary of the date of grant, and 17% on the third anniversary of the date of grant. (j)Mr. Rogers' new hire grant will vest in in equal amounts on the first, second, and third anniversaries of the date of grant. (k)The remaining RSUs will vest in equal installments on May 13, 2026 and May 13, 2027. (2)These columns show the aggregate dollar value of the performance-based RSUs and service-based RSUs using the closing stock price on December 31, 2025 of $30.44 per share. 2025 Option Exercises and Stock Vested The following table sets forth information for each named executive officer with respect to the vesting of performance-based RSUs and service-based RSUs during 2025. None of our named executive officers have been granted stock options, as such, the columns that would reflect the exercise of stock options have been omitted.

  93. COMPENSATION TABLES

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Stephen McMillan | 230,367 | 5,513,750 | | John Ederer | 102,739 | 2,684,570 | | Charles Smotherman | 11,347 | 271,381 | | Claire Bramley | 72,506 | 1,729,976 | | Sumeet Arora | 23,288 | 608,515 | | Scot Rogers | — | — | | Richard Petley | 41,111 | 930,124 |

  94. COMPENSATION TABLES

    (1)The value realized on vesting equals the number of shares acquired multiplied by the closing market price of our common stock on the vesting date.

  95. COMPENSATION TABLES

    | 2026 PROXY STATEMENT | 71 |

  96. COMPENSATION TABLES

    Non-Qualified Deferred Compensation The Company does not maintain any non-qualified defined contribution plans or other deferred compensation plans for employees. Pension Benefits We do not maintain any qualified or non-qualified defined benefit plans for our employees in the United States. Since Mr. Petley is based in the United Kingdom, he is eligible to participate on the pension plan available for our United Kingdom employees. He elected not to participate in the pension plan. In lieu thereof, he receives an annual cash payment equal to 5% of his eligible compensation. For 2025, this benefit equaled $49,770 (£36,891). There was a correction payment made in February and March 2025 relating to missed contributions from 2023 and 2024 in the amount of $45,268 (£33,554). These amounts are reported under “All Other Compensation” in the Summary Compensation Table. Employment Offer Letters During 2025, we entered into employment offer letter agreements (each, an “Offer Letter”) with the following named executive officers. We also entered into an Offer Letter with Mr. McMillan when he was hired in 2020 and Mr. Petley in 2024 and their respective current compensation is reflected in the Compensation Discussion & Analysis section. John Ederer We entered into an Offer Letter with John Ederer on April 10, 2025, as amended on May 15, 2025, to serve as Chief Financial Officer, effective May 12, 2025. Pursuant to the Offer Letter, Mr. Ederer is entitled to receive an annual base salary of $530,000, an annual cash incentive target opportunity equal to 100% of his base salary (prorated for his first year of employment), and an annual equity grant with a target value of $4,500,000, composed of a mix of (i) 50% performance-based RSUs, and (ii) 50% service-based RSUs. Mr. Ederer also received a one-time new-hire equity award in the form of service-based RSUs with a value of $4,500,000 which vest 50% six months from date of grant, 33% on the second anniversary of date of grant, and 17% on the third anniversary of date of grant. Mr. Ederer is eligible to participate in the Executive Severance Plan and CIC Plan. The Company agreed to reimburse Mr. Ederer for reasonable legal fees incurred in connection with the negotiation of his offer letter, up to $10,000. Charles Smotherman We entered into an Offer Letter with Charles Smotherman on March 24, 2025, pursuant to which Mr. Smotherman was appointed Interim Chief Financial Officer, effective as of the same date, in connection with the Company’s external search for a permanent Chief Financial Officer, while continuing to serve as Senior Vice President and Chief Accounting Officer. During his service as Interim Chief Financial Officer, Mr. Smotherman was entitled to receive an annual base salary of $530,000 and was eligible to participate in the 2025 Management Plan with a target annual cash incentive opportunity equal to 100% of his base salary, prorated for the period during which he served in the interim role. In addition, in recognition of Mr. Smotherman’s expanded responsibilities as Interim Chief Financial Officer and to encourage his retention during and following the external search process, the Compensation and People Committee approved a one-time special equity award in the form of service-based RSUs with a value of $2,000,000 which vests 50% on the first anniversary of date of grant and 50% on the second anniversary of date of grant. Mr. Smotherman was eligible to participate in the Executive Severance Plan and the CIC Plan. At the conclusion of the interim assignment, Mr. Smotherman’s compensation reverted to the levels applicable to his role as Senior Vice President and Chief Accounting Officer. Sumeet Kumar Arora We entered into an Offer Letter with Sumeet Kumar Arora on March 28, 2025, as amended on May 15, 2025, to serve as Chief Product Officer, effective April 28, 2025. Pursuant to the Offer Letter, Mr. Arora is entitled to receive an annual base salary of $515,000 and an annual cash incentive target opportunity equal to 100% of his base salary, prorated for his first year of employment.

  97. COMPENSATION TABLES

    | 72 | |

  98. COMPENSATION TABLES

    Mr. Arora is eligible to receive annual equity awards under the Company’s equity incentive plans. His 2025 annual equity award had a target value of $3,500,000, allocated 50% to performance-based RSUs, and 50% to service-based RSUs. In addition, Mr. Arora received a one-time new-hire grant of service-based RSUs with a value of $3,000,000, vesting 17% on the six-month anniversary of the grant date, 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and the remaining 17% on the third anniversary of the grant date. Mr. Arora is eligible to participate in the Executive Severance Plan and CIC Plan. The Company agreed to reimburse Mr. Arora for reasonable legal fees incurred in connection with the negotiation of his offer letter, up to $10,000. Scot Rogers We entered into an Offer Letter with Scot Rogers on June 5, 2025 to serve as Chief Administrative Officer, effective June 12, 2025. Pursuant to the Offer Letter, Mr. Rogers is entitled to receive an annual base salary of $510,000 and an annual cash incentive target opportunity equal to 80% of his base salary, prorated for his first year of employment. Mr. Rogers is eligible to receive annual equity awards under the Company’s equity incentive plans. His 2025 annual equity award has a target value of $3,100,000, allocated 50% to performance-based RSUs, and 50% to service-based RSUs. In addition, Mr. Rogers received a one-time new-hire grant of service-based RSUs with a value of $2,000,000 which vest in equal amounts on the first, second, and third anniversary of the grant date. Mr. Rogers is eligible to participate in the Executive Severance Plan and CIC Plan. The Company agreed to reimburse Mr. Rogers for reasonable legal fees incurred in connection with the negotiation of his offer letter, up to $10,000.

  99. COMPENSATION TABLES

    | 2026 PROXY STATEMENT | 73 |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Background We have entered into agreements and maintain plans and arrangements that may require us to pay or provide compensation and benefits to our named executive officers in the event of certain terminations of employment or a change in control. For example, all of our currently employed named executive officers are participants in our CIC Plan, which provides “double-trigger” severance protections in the event that a participating executive’s employment is terminated under qualifying circumstances in connection with a change in control, and in our Executive Severance Plan, which provides severance protections in the event that a participant’s employment is terminated by the Company without cause (other than as a result of death, disability or a change in control), or in the case of Mr. McMillan, if he terminates his employment for good reason. Estimates of the amounts to be paid or provided to each of our named executive officers in connection with a termination of employment or a change in control are provided below. As Ms. Bramley voluntarily terminated her employment with Teradata and her last day was March 31, 2025, she is not eligible for any severance or change in control benefits described in this section. Because she was not serving as an executive officer on the last day of fiscal 2025, we do not reflect Ms. Bramley in any of the tables below. Estimated Payments to Named Executive Officers The estimates set forth below of the amounts payable to our named executive officers upon termination of employment or in connection with a change in control generally are based on the assumption that the various triggering events occurred on the last day of 2025, along with other material assumptions noted below. The actual amounts that would be paid to a named executive officer upon termination or a change in control can only be determined at the time the actual triggering event occurs. The estimated amount of compensation and benefits described below for our named executive officers generally does not take into account compensation and benefits that were already earned at the time of the applicable triggering event, such as equity awards that have previously vested in accordance with their terms or vested benefits otherwise payable under our compensation programs. As a result, the estimates below for our named executive officers do not provide information on the payout of 2025 incentive awards under the annual cash incentive program for our named executive officers, because those awards were earned as of December 31, 2025 for participating executives, subject to Committee approval, regardless of whether the executive terminated employment or a change in control occurred on that date. Please refer to the Summary Compensation Table for the annual incentives earned by our named executive officers in 2025. Mr. Petley is based in the United Kingdom and his cash compensation was paid in British pounds for the year ending December 31, 2025. The amounts presented in the narrative and tables in this section have been converted from British pounds to U.S. dollars using the closing exchange rate on December 31, 2025 of 1 GBP = $1.34911. Non-Change in Control Scenarios Executive Severance Plan Each of our currently employed named executive officers participates in our Executive Severance Plan (other than Mr. Petley, who resides in the U.K. and receives comparable severance benefits under a separate arrangement). The Executive Severance Plan generally provides severance benefits in the event of termination of employment by the Company without cause (but not as a result of the participant’s disability or death). In the case of Mr. McMillan, the Executive Severance Plan also provides severance benefits in the event of his termination of employment for good reason (because Mr. McMillan negotiated such provision upon his hiring). For this purpose, “good reason” for Mr. McMillan’s termination of his employment generally is defined to mean any of the following events or conditions: (a) a material reduction in his authority, duties and responsibilities (other than an isolated, insubstantial and inadvertent action that is not taken in bad faith); (b) any reduction in his annual base salary; (c) the Company’s failure to timely pay annual or long-term incentive compensation to which he is otherwise entitled; (d) a reduction of five percent or more in his “target” or “maximum” annual or long-term incentive opportunity (other than an across-the-board reduction applicable to senior Teradata executives); (e) the Company’s failure to continue any equity compensation plan in which he participates (or a substantially equivalent alternative compensation plan), or the Company’s failure to continue his participation in any such

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 74 | |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    equity compensation plan on substantially the same basis (other than as a result of any isolated, insubstantial and inadvertent action not taken in bad faith); or (f) the Company’s failure, unless otherwise required by law, to continue to provide employee benefits that are substantially equivalent, in the aggregate, to those provided under the Company’s qualified and nonqualified employee benefit and welfare plans of the Company (other than a reduction of less than 5% of the aggregate value of such benefits). Notwithstanding the foregoing, in the event of the termination of a participating named executive officer’s employment without cause or for good reason in connection with a change in control of Teradata, severance benefits generally would be provided under the CIC Plan, as discussed below. In the event of a qualifying termination of employment without cause (not in connection with a change in control), or for Mr. McMillan, a resignation for good reason, our participating named executive officers would be entitled to receive the following severance benefits under the terms of the Executive Severance Plan. •Salary and target annual cash incentive continuation for one year; •A prorated target annual cash incentive payment for the year of termination under the Company’s Management Incentive Plan; •Continued medical, dental and vision care coverage, with the Company continuing to subsidize its share of the premium during the one-year salary continuation period; •Outplacement services for up to one year; •Pro-rata vesting of service-based and performance-based RSUs (subject to achievement of applicable performance goals for performance-based RSUs); and •For retirement-eligible participants (i.e., participants aged 55 or older), an additional year of vesting service for any unvested stock options and service-based RSUs (but not performance-based RSUs). Additionally, for purposes of determining vesting of both his service-based RSUs and his performance-based RSUs, Mr. McMillan would be entitled to an additional year of vesting service, regardless of his age. Severance benefits under the Executive Severance Plan are conditioned upon the participant’s release of claims against the Company, as well as compliance with certain restrictive covenants, including non-competition, non-solicitation, non-disparagement and confidentiality provisions to the extent permissible under applicable law. Mr. Petley participates in a comparable U.K. severance arrangement, which provides for the greater of (i) the notice of termination and other payments upon the terms, and subject to the conditions, of any required United Kingdom severance guidelines at the time of the qualified termination or (ii) separation benefits substantially equivalent to what an executive officer would be entitled to receive under the Executive Severance Plan. Treatment of Equity Awards on Termination of Employment (not in Connection with a Change in Control) The following chart summarizes the standard vesting treatment of our equity awards in the event of termination of employment, other than termination in connection with a change in control, as provided for in the equity award agreements and 2023 SIP, and as modified by the Executive Severance Plan, and other than special vesting terms for certain awards as further described below. The general vesting treatment described below is conditioned upon the participant’s compliance with non-competition and non-solicitation provisions, to the extent permissible under applicable law, for a 12-month period (or, if applicable law requires a shorter period, for the maximum period allowed under applicable law), as well as confidentiality restrictions. Our performance-based RSUs and service-based RSUs generally pay out upon vesting. None of our named executive officers have stock option awards.

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2026 PROXY STATEMENT | 75 |

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | SITUATION | PERFORMANCE-BASED RSUs | SERVICE-BASED RSUs | | Death and Long-Term Disability (“LTD”) | In the event of death or LTD, a pro-rata portion of the award, based on the proportion of the performance period elapsed prior to the date of death or LTD, will become vested based on actual results during the performance period. | Awards vest in full upon the date of death or LTD. | | Retirement (on or after age 55) | A pro-rata portion of the award, calculated as of retirement will become vested based on actual results during the performance period. In addition, the Committee may, in its discretion, provide for an additional 12 months of service credit. | A pro-rata portion of the award, based on service through retirement plus 12 months, will become vested as of date of retirement. | | Termination without Cause | A pro-rata portion of the award, calculated as of the date of termination, will become vested based on actual results during the performance period. | A pro-rata portion will become vested as of the date of termination. | | Voluntary Resignation (other than Retirement, as described above) | Unvested awards are forfeited. | Unvested awards are forfeited. |

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Pursuant to his Offer Letter and the Executive Severance Plan, in the event of the termination of his employment by the Company without cause or by Mr. McMillan for good reason (and not in connection with a change of control), Mr. McMillan would be entitled to an additional year of vesting service for purposes of determining pro-rated vesting of his other service-based and performance-based RSUs (with performance-based awards vesting based on actual performance results for the entire performance period). The tables below quantify the amounts that would be payable to our named executive officers in the event of termination of employment, not in connection with a change in control.

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 76 | |

  107. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Death or Disability Our named executive officers are entitled to life and disability insurance benefits on the same terms as offered to our other employees in the United States, or in Mr. Petley’s case, the United Kingdom. In addition, we would have provided each named executive officer (or his beneficiary) with the following estimated payments or benefits had he or she died or become disabled on December 31, 2025.

  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | RESTRICTED SHARE UNITS ($)(1) | | Stephen McMillan | 20,709,873 | | John Ederer | 7,250,339 | | Charles Smotherman | 3,725,622 | | Sumeet Arora | 6,099,143 | | Scot Rogers | 4,178,971 | | Richard Petley | 5,325,802 |

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Equity valuations are based on a closing price of our stock on December 31, 2025 of $30.44, with performance-based RSUs for ongoing performance periods included at the “target” level, except that, for awards which actual performance has been certified, disclosure is based on actual performance. The portion of the 2025-2027 LTIP with a one-year performance period completed in 2025, (50% of grant) was certified at 91% and the 2023-2025 LTIP was certified at 74%. Retirement We would have provided each named executive officer with the following estimated payments if he had retired (with Committee consent, where applicable) on December 31, 2025.

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | RESTRICTED SHARE UNITS ($)(1)(2) | | Stephen McMillan | — | | John Ederer | 4,599,014 | | Charles Smotherman | 1,859,306 | | Sumeet Arora | — | | Scot Rogers | 1,620,100 | | Richard Petley | — |

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Equity valuations are based on a closing price of our stock on December 31, 2025 of $30.44. (2)Messrs. Ederer, Smotherman, and Rogers were eligible for retirement (age 55 or older) on December 31, 2025.

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2026 PROXY STATEMENT | 77 |

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Termination without Cause (not in Connection with a Change in Control) Each named executive officer would have been entitled to the following estimated payments and benefits if, on December 31, 2025 and not in connection with a change in control, we terminated the executive’s employment without cause (and not as a result of death or disability), or, in the case of Mr. McMillan, he terminated his employment for good reason.

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | CASH ($)(1) | RESTRICTED SHARE UNITS ($)(2) | WELFARE BENEFITS ($) | OUT-PLACEMENT COUNSELING ($) | TOTAL ($) | | Stephen McMillan | 1,863,000 | 23,937,831 | 15,662 | 18,000 | 25,834,493 | | John Ederer | 1,060,000 | 1,690,524 | 15,807 | 18,000 | 2,784,331 | | Charles Smotherman | 600,048 | 1,859,306 | 16,943 | 18,000 | 2,494,297 | | Sumeet Arora | 1,030,000 | 2,232,217 | — | 18,000 | 3,280,217 | | Scot Rogers | 918,000 | 1,620,100 | 13,947 | 18,000 | 2,570,047 | | Richard Petley | 1,512,094 | 3,493,842 | 4,620 | 18,000 | 5,028,556 |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)The cash amounts reported in this column reflect cash severance benefits under the Executive Severance Plan, but do not reflect any pro-rata annual cash incentive payments for 2025 for any named executive officer. This is because we are required to assume a termination date of December 31, 2025, on which date 2025 annual cash incentive payments for named executive officers were already vested, regardless of termination of employment. Please refer to the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the amount of the 2025 annual cash incentives paid to each executive. (2)Equity valuations are based on a closing price of our stock on December 31, 2025 of $30.44, with performance-based RSUs for ongoing performance periods included at the “target” level. For Mr. McMillan, equity valuations reflect an additional 12 months of vesting service for his RSU awards based on terms in his Offer Letter. Pursuant to the Executive Severance Plan, in the event of the termination of employment by the Company without cause (and not in connection with a change of control), or in the case of Mr. McMillan, a resignation for good reason, the named executive officers will receive pro-rata vesting of their outstanding equity awards. Change in Control Scenarios Change in Control Severance Plan We maintain the CIC Plan to help retain key executives by reducing personal uncertainty that may arise from the possibility of a change in control and to promote their objectivity and neutrality in evaluating transactions that may be in the best interest of the Company and its stockholders. This plan establishes objective criteria to determine whether a change in control has occurred and provides for severance payments and benefits on a “double trigger” basis, which also applies. The “double trigger” design is intended to further our goals to retain key executives upon a change in control. Each named executive officer participates in the CIC Plan. Under the CIC Plan, if a participating executive’s employment is terminated by us other than for “cause”, death or disability or if the executive resigns for “good reason” within two years after a “change in control” (or within six months prior to a change in control, if the executive can demonstrate that the termination occurred in connection with a change in control), then Teradata or its successor will be obligated to pay or provide the following benefits: •A lump sum payment equal to 2.0 times the executive’s annual base salary and annual incentive (for this purpose, annual incentive generally means the average annual incentive earned for the prior three years); •A lump sum payment equal to a pro-rata portion of the average annual incentive earned for the prior three years; •Continued medical, dental and life insurance coverage, with the Company continuing to subsidize its share of the premiums during the two year salary continuation period; and •Continued outplacement, if such services are offered at such time, for one year.

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 78 | |

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The CIC Plan provides that upon termination of employment, each participant is prohibited from soliciting our employees for a 1-year period and is subject to confidentiality restrictions. Moreover, each participant is required to sign a release of all claims against the Company prior to receiving severance benefits under the plan. The CIC Plan does not provide for any “gross-up” payments related to excise taxes that may be imposed on an executive in connection with a change in control. For purposes of the plan, the term “cause” generally means the willful and continued failure to perform assigned duties or the willful engaging in illegal or gross misconduct that materially injures the Company. The term “good reason” generally means: (i) the assignment of duties inconsistent with the executive’s position, authority, duties or responsibilities as in effect prior to a change in control; (ii) a reduction in base salary; (iii) failure to pay incentive compensation when due; (iv) a reduction in target or maximum incentive opportunities; (v) a failure to continue the equity compensation plan or other employee benefit programs; (vi) a relocation of the executive’s office by more than forty miles (provided that it also increases the executive’s commute by more than 20 miles); or (vii) failure to require a successor to assume the plan. The term “change in control” generally means any of the following: (i) an acquisition of 50% or more of our stock by any person or group, other than the Company, our subsidiaries or employee benefit plans; (ii) a change in the membership of our Board of Directors, such that the current incumbents and their approved successors no longer constitute a majority; (iii) a reorganization, merger, consolidation or sale or other disposition of substantially all of our assets in which any one of the following is true—our old stockholders do not hold at least 50% of the combined enterprise, there is a 50%-or-more stockholder of the combined enterprise (other than as a result of conversion of the stockholder’s pre-combination interest in the Company), or the members of our Board of Directors (immediately before the combination) do not make up a majority of the board of the combined enterprise; or (iv) stockholder approval of a complete liquidation. Treatment of Equity Awards The stock incentive plans provide for “double trigger” vesting of employee equity awards in connection with a change in control, meaning that, if the awards are assumed by the surviving entity in the change of control, vesting of the awards will not accelerate unless the executive also has a qualifying termination of employment by the Company without cause or by the executive for good reason (as defined in the CIC Plan). In contrast, if the surviving entity does not assume the equity awards upon the change in control, unvested awards will become vested upon the occurrence of the change in control. The chart below generally summarizes how the unvested equity awards held by our current named executive officers on December 31, 2025 would be treated in connection with a change of control. None of our named executive officers holds any unvested stock options.

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | PERFORMANCE-BASED RSUs | SERVICE-BASED RSUs | | If the award is not assumed by the surviving entity, then the award will vest in full, either at the “target” level (if the CIC occurs before the end of the applicable performance period) or based on actual performance (if the applicable performance period has been completed). | If the award is not assumed by the surviving entity, then vesting accelerates upon the CIC. | | If the award is assumed, then the award will be converted to service-based RSUs and continue to vest during the applicable vesting period, either at the “target” level (if the CIC occurs before the end of the applicable performance period) or based on actual performance (if the applicable performance period has been completed). However, vesting accelerates if the executive’s employment is involuntarily terminated without “cause”, or on account of executive’s death or disability, or the executive resigns for “good reason,” in each case within 24 months after the CIC. | If the award is assumed, then the award will continue to vest during the applicable vesting period. However, vesting accelerates if the executive’s employment is involuntarily terminated without “cause”, or on account of executive’s death or disability, or the executive resigns for “good reason,” in each case within 24 months after the CIC. |

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The tables below quantify the amounts that would be payable to our named executive officers in the event of a change in control or in the event of termination of employment in connection with a change in control.

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 2026 PROXY STATEMENT | 79 |

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Qualifying Termination Within Two Years After a Change in Control Our named executive officers would have been entitled to the following estimated payments and benefits if a change in control occurred on December 31, 2025 and the executive’s employment was terminated without “cause” or the executive terminated his or her employment for “good reason” immediately following such change in control.

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | EXECUTIVE | CASH ($)(1) | RESTRICTED SHARE UNITS ($)(2) | WELFARE BENEFITS ($) | OUTPLACEMENT AND FINANCIAL COUNSELING ($) | TOTAL ($) | | Stephen McMillan | 3,512,666 | 26,940,006 | 34,024 | 18,000 | 30,504,696 | | John Ederer | 2,120,000 | 9,241,484 | 33,522 | 18,000 | 11,413,006 | | Charles Smotherman | 1,170,752 | 4,061,726 | 35,238 | 18,000 | 5,285,716 | | Sumeet Arora | 2,060,000 | 7,647,791 | 1,854 | 18,000 | 9,727,645 | | Scot Rogers | 1,836,000 | 5,345,807 | 29,730 | 18,000 | 7,229,537 | | Richard Petley | 2,085,466 | 7,387,432 | 18,440 | 18,000 | 9,509,338 |

  123. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)The cash amounts reported in this column reflect cash severance benefits under the CIC Plan, but do not reflect any pro-rata annual cash incentive payments for 2025. This is because we are required to assume a termination date of December 31, 2025. Each named executive officer employed on that date would have already earned an annual cash incentive for 2025 regardless of whether he terminated employment. Please refer to the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the amount of the 2025 annual cash incentive paid to each executive. (2)Equity valuations are based on the following assumptions: (i) a closing price of our stock on December 31, 2025 of $30.44; (ii) the awards are assumed in the corporate transaction; and (iii) each named executive officer’s employment is terminated without “cause” or by the executive for “good reason” immediately after the corporate transaction. Change in Control and Equity Awards are not Assumed by Surviving Entity Our named executive officers would have been entitled to the following estimated payments and benefits in the event that a “change in control” occurred on December 31, 2025, and the named executive officer’s equity awards were not assumed by the surviving entity. If the awards were assumed by the surviving entity, then the awards would not vest on a change in control but would vest on a qualifying termination within two years after the change in control as illustrated in the table immediately above.

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | NAME | RESTRICTED SHARE UNITS ($)(1) | TOTAL ($) | | Stephen McMillan | 26,940,006 | 26,940,006 | | John Ederer | 9,241,484 | 9,241,484 | | Charles Smotherman | 4,061,726 | 4,061,726 | | Sumeet Arora | 7,647,791 | 7,647,791 | | Scot Rogers | 5,345,807 | 5,345,807 | | Richard Petley | 7,387,432 | 7,387,432 |

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Equity valuations are based on the following assumptions: (i) a closing price of our stock on December 31, 2025 of $30.44; and (ii) the awards are not assumed in the corporate transaction and as a result vest immediately prior to the change in control (at the “target” level, in the case of performance-based RSUs with ongoing performance periods as of December 31, 2025) and are cashed out.

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 80 | |

  127. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE We are providing the following information regarding the relationship of the annual total compensation of our CEO and that of our “median employee,” as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure rules. For our 2025 fiscal year: •The annual total compensation of our median employees, determined excluding the CEO, was $83,063; •The annual total compensation of Mr. McMillan, who was serving as our CEO on December 31, 2025, was $16,062,525, as reported in the Summary Compensation Table of this proxy statement; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was estimated to be 193 to 1. In determining the pay ratio information provided above, we identified our new median employee for 2025 by using the following methodology, as permitted by the SEC’s pay ratio disclosure rules: •December 31, 2025 was selected as the date upon which we would identify our employee population and median employee, and, from our tax and payroll records, we compiled a list of all full-time, part-time, and seasonal employees who were employed on that date, including employees working both within and outside of the United States. •Total cash compensation during the 2025 fiscal year was used as a consistently applied compensation measure to identify our median employee from the employees on the list. For this purpose, we define total cash compensation as the sum of base wages and target annual incentives payable in cash during the year. For employees working outside of the United States, total cash compensation was converted to U.S. dollars using exchange rates as of December 31, 2025. •Applying the methodology described above, we determined that our median employee was a Manager – Individual Contributor located in India. For fiscal year 2025, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of the CEO, as reported in the Summary Compensation Table of this proxy statement. It should be noted that the SEC’s pay ratio disclosure rules provide reporting companies with a great deal of flexibility in determining the methodology used to identify the median employee and the pay ratio. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.

  128. CEO PAY RATIO DISCLOSURE

    | 2026 PROXY STATEMENT | 81 |

  129. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, which require that we, among other things, report the amount of “compensation actually paid” ("CAP") to our named executive officers for the last five fiscal years and compare those amounts to certain mandated performance metrics. The CAP to our named executive officers is calculated in accordance with applicable SEC rules and does not reflect the actual amount of compensation earned by or paid to our named executive officers during each covered fiscal year. Please refer to the Compensation Discussion and Analysis section of this proxy statement for details regarding how the Compensation and People Committee links the compensation paid to our named executive officers to our corporate performance.

  130. PAY VERSUS PERFORMANCE

    | Year | Summary Compen- sation Table Total for PEO (Stephen McMillan) ($) | Compen- sation Actually Paid to PEO(1) (Stephen McMillan) ($) | Average Summary Compen- sation Table Total for Non-PEO NEOs ($) | Average compen- sation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions)(6) ($) | Company- Selected Measure (Total Public Cloud ARR in millions)(7) ($) | | | | | | | Company Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2025 | 16,062,525 | 6,882,452 | 5,597,474 | 5,692,233 | 136 | 258 | 130 | 701 | | 2024 | 17,418,309 | 6,943,270 | 5,267,915 | 2,307,880 | 139 | 208 | 114 | 609 | | 2023 | 14,732,749 | 19,889,549 | 4,331,385 | 5,759,776 | 194 | 153 | 62 | 528 | | 2022 | 15,035,353 | 10,958,172 | 4,123,973 | 2,642,464 | 150 | 97 | 33 | 357 | | 2021 | 11,570,638 | 19,339,239 | 6,081,512 | 8,485,757 | 189 | 135 | 147 | 202 |

  131. PAY VERSUS PERFORMANCE

    (1)Securities and Exchange Commission rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine CAP as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a value calculated under applicable SEC rules. None of our named executive officers participate in a pension plan; therefore, no adjustment from the SCT total related to pension value was made. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles.

  132. PAY VERSUS PERFORMANCE

    | CEO: Stephen McMillan | | | | | | Year | SCT Total ($) | Subtract Grant Date Value of Stock Awards Granted Each Year as Disclosed in the SCT ($) | Add Adjustments for Stock Awards ($) | CAP ($) | | 2025 | 16,062,525 | (14,031,478) | 4,851,405 | 6,882,452 |

  133. PAY VERSUS PERFORMANCE

    | 82 | |

  134. PAY VERSUS PERFORMANCE

    | CEO: Adjustments (S. McMillan) | | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year ($) | Increase or Decrease in Fair Value from the Prior Fiscal Year End to the Covered Fiscal Year End for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year ($) | Increase or Decrease in Fair Value from the Prior Fiscal Year End to the Vesting Date of Stock Awards Granted in Prior Years that Vested in Covered Fiscal Year ($) | Fair Value as of the Vesting Date of Stock Award Granted in Covered Fiscal Year that Vested in Covered Fiscal Year ($) | Fair Value as of the End of the Prior Fiscal Year for Stock Awards that Failed to Vest ($) | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value ($) | Total(3) ($) | | 2025 | 13,750,070 | (7,236,484) | (1,662,181) | — | — | — | 4,851,405 |

  135. PAY VERSUS PERFORMANCE

    (2)CAP for the other named executive officers was calculated in the same manner as described above for the CEO, except the amounts for all other named executive officers were averaged for each year. Following is a reconciliation of the average SCT total and the average CAP for the named executive officers, other than the CEO, for 2025. The non-CEO named executive officers included in the average for each year are as follows: a)2025: John Ederer, Sumeet Arora, Scot Rogers, Charles Smotherman (Former Interim CFO), Claire Bramley (Former CFO) b)2024: Richard Petley, Michael Hutchinson, Claire Bramley (Former CFO), Hillary Ashton (Former Chief Product Officer) c)2022 and 2023: Claire Bramley (Former CFO), Hillary Ashton (Former Chief Product Officer), Todd Cione (Former Chief Revenue Officer), and Margaret Treese (Former Chief Legal Officer) d)2021: Claire Bramley (Former CFO), Mark Culhane (Former CFO), Hillary Ashton (Former Chief Product Officer), Todd Cione (Former Chief Revenue Officer), and Kathleen Cullen-Cote (Former Chief Human Resources Officer)

  136. PAY VERSUS PERFORMANCE

    | Other Named Executive Officers | | | | | | Year | SCT Total ($) | Subtract Grant Date Value of Stock Awards Granted as Disclosed in the SCT ($) | Add Adjustments for Stock Awards ($) | CAP ($) | | 2025 | 5,597,474 | (4,925,588) | 5,020,347 | 5,692,233 |

  137. PAY VERSUS PERFORMANCE

    | 2026 PROXY STATEMENT | 83 |

  138. PAY VERSUS PERFORMANCE

    | Other Named Executive Officers: Average Change in Fair Value of Stock Awards | | | | | | | | | Year | Year-End Fair Value of Stock Awards Granted in Covered Fiscal Year that Remained Unvested at the end of the Covered Fiscal Year ($) | Increase or Decrease in Fair Value from the Prior Fiscal Year End to the Covered Fiscal Year End for Stock Awards Granted in Prior Years that Remained Unvested at the end of the Covered Fiscal Year ($) | Increase or Decrease in Fair Value from the Prior Fiscal Year End to the Vesting Date of Stock Awards Granted in Prior Years that Vested in Covered Fiscal Year ($) | Fair Value as of the Vesting Date of Stock Award Granted in Covered Fiscal Year that Vested in Covered Fiscal Year ($) | Fair Value as of the End of the Prior Fiscal Year for Stock Awards that Failed to Vest ($) | Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value ($) | Total Adjustment(3) ($) | | 2025 | 5,412,388 | (116,731) | (160,098) | 548,848 | (664,060) | — | 5,020,347 |

  139. PAY VERSUS PERFORMANCE

    (3)The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable, and the probable level of achievement of the performance goals as of the end of each year. (4)Teradata shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our common stock on December 31, 2020, assuming reinvestment of all dividends. Teradata TSR reflected in the table above may not be indicative of future performance. (5)Peer group TSR represents the cumulative investment return of an initial fixed $100 investment in the S&P Information Technology Index on December 31, 2020, assuming reinvestment of all dividends. (6)Reflects net income, as reported in our Form 10-K for the applicable year. (7)Public Cloud ARR was the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to company performance in fiscal 2025. Following is a list of the most important financial measures used by Teradata to link CAP to performance for the most recently completed fiscal year:

  140. PAY VERSUS PERFORMANCE

    | Public Cloud ARR | | Total ARR Growth | | Non-GAAP Operating Margin | | Free Cash Flow |

  141. PAY VERSUS PERFORMANCE

    | 84 | |

  142. PAY VERSUS PERFORMANCE

    Relationship between Pay and Performance The charts shown below present a graphical comparison of CAP to our CEO and the average CAP to our other named executive officers set forth in the Pay Versus Performance Table above, as compared against the following performance measures: our (1) TSR, (2) peer group TSR, (3) net income, and (4) Public Cloud ARR. The charts also provide a comparison of our TSR to the peer group TSR for the five-year period. 1.TSR: Teradata vs. Peer Group

  143. PAY VERSUS PERFORMANCE

    | 2026 PROXY STATEMENT | 85 |

  144. PAY VERSUS PERFORMANCE

    2.CAP versus TSR 3.CAP versus Net Income

  145. PAY VERSUS PERFORMANCE

    | 86 | |

  146. PAY VERSUS PERFORMANCE

    4.CAP versus Public Cloud ARR

  147. PAY VERSUS PERFORMANCE

    | 2026 PROXY STATEMENT | 87 |