UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 9, 2022

TERADATA CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 001-33458

17095 Via Del Campo

San Diego, California 92127

(Address of principal executive offices and zip code)

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

N/A

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

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

Securities registered pursuant to Section 12(b) of the Act:

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

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 9, 2022, Teradata Corporation (“Teradata”) entered into an accelerated share repurchase agreement (“ASR”) with JPMorgan Chase Bank, National Association (“JPMorgan Chase”) to purchase shares of its common stock from JPMorgan Chase for an aggregate purchase price of $250 million. Teradata is purchasing these shares as part of its $1 billion open market share repurchase authorization, under which approximately $913 million will remain available after giving effect to the ASR.

Under the ASR, Teradata is paying JPMorgan Chase $250 million at the commencement of the agreement and is receiving an initial delivery of approximately 3.9 million shares of Teradata common stock, based on the closing price of the common stock of $50.89 on February 8, 2022. The final number of shares that will be delivered to Teradata under the ASR will be based on the average of the daily volume-weighted average trading prices of Teradata’s common stock during the term of the ASR, less a discount.

At settlement, under certain circumstances JPMorgan Chase may be required to deliver additional shares of Teradata common stock to Teradata, or in other circumstances, Teradata may be required to deliver, at its discretion, either shares of its common stock or cash to JPMorgan Chase. Under the ASR, the terms of the transaction are subject to certain adjustments, including adjustments arising if Teradata were to enter into or announce certain specified transactions or take certain corporate actions before the final settlement.

On February 9, 2022, Teradata issued a press release announcing its entry into the ASR with JPMorgan Chase. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

(d)    Exhibits:

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EX-99.1

Exhibit 99.1

Teradata Announces $250 Million Accelerated Share Repurchase Agreement

SAN DIEGO – February 9, 2022 – Teradata Corporation (NYSE: TDC) today announced that it has entered into an accelerated share repurchase agreement (“ASR”) with JPMorgan Chase Bank, N.A. (“JPM”) to repurchase $250.0 million of the Company’s common stock. The ASR was entered into as part of the Company’s previously announced $1.0 billion open market share repurchase authorization, under which approximately $913 million will remain available after giving effect to the ASR. The Company intends to fund the ASR from cash on hand.

Under the ASR, the Company will make a payment of $250.0 million to JPM and will receive an initial share delivery of approximately 3.9 million shares from JPM, representing approximately 80% of the expected share repurchases under the ASR, based on the closing price of the common stock of $50.89 on February 8, 2022. The final number of shares of common stock that will be delivered to the Company under the ASR will be based on the average of the daily volume-weighted average trading prices of the Company’s common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR.

Note to Investors

This release contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements generally relate to opinions, beliefs, and projections of expected future financial and operating performance, business trends, liquidity, and market conditions, among other things. These forward-looking statements are based upon current expectations and assumptions and often can be identified by words such as “expect,” “strive,” “looking ahead,” “outlook,” “guidance,” “forecast,” “anticipate,” “continue,” “plan,” “estimate,” “believe,” “will,” “would,” “likely,” “intend,” “potential,” or similar expressions. Forward-looking statements in this release include the Company’s share repurchase plans. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially, including those relating to: constraints, volatility, or disruptions in the capital markets or other factors affecting the amount and timing of share repurchases; the Company’s ability to complete the ASR; the number of shares that will be delivered to the Company under the ASR; whether or not the Company will continue, and the timing of, any open market share repurchases; and other factors described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent annual report on Form 10-K, and subsequent quarterly reports on Forms 10-Q or current reports on Forms 8-K, as well as the Company’s annual report to stockholders. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Teradata

Teradata is the connected multi-cloud data platform for enterprise analytics company. Our enterprise analytics solve business challenges from start to scale. Only Teradata gives you the flexibility to handle the massive and mixed data workloads of the future, today. Learn more at Teradata.com.

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