TERADATA CORPORATION

Item 1.01 Entry into a Material Definitive Agreement. On February 10, 2026 (the “Effective Date”), Teradata Corporation, a Delaware corporation (the “Company”), entered into a 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”). Pursuant to the Cooperation Agreement, the Company has agreed to (i) increase the size of the Company’s board of directors (the “Board”) from nine to ten directors, and (ii) appoint Melissa Fisher (the “First New Director”) to the Board as a Class I director with an initial term expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”) by no later than March 1, 2026, with such appointment conditioned upon the successful completion of her independence and eligibility review and onboarding process, as provided in the Cooperation Agreement, including, among other things, the Nominating and Governance Committee (the “Nominating Committee”) recommending her appointment to the Board (not to be unreasonably withheld) and the Board approving her appointment (not to be unreasonably withheld). During the term of the Cooperation Agreement, if the Stockholder Parties maintain a certain minimum beneficial ownership amount of the Company’s common stock, $0.01 par value per share (the “Common Stock”), the Stockholder Parties will have certain replacement rights with respect to the First New Director, as provided in the Cooperation Agreement. The Company has agreed to (i) appoint the First New Director to the Nominating Committee, concurrent with her appointment to the Board, and (ii) nominate and recommend her for election to the Board at the 2026 Annual Meeting. The Cooperation Agreement further 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 with a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), after giving due consideration to the Stockholder Parties’ feedback regarding the desired profile of candidates and on candidates the Board evaluates for such appointment. Pursuant to the Cooperation Agreement, the Board has agreed that one current Class I director will not be nominated for re-election at the 2026 Annual Meeting, and one current Class II director will not be nominated for re-election at the 2027 Annual Meeting. During the term of the Cooperation Agreement, the Stockholder Parties have agreed to vote all shares of Common Stock beneficially owned by them in accordance with the Board’s recommendations, subject to certain exceptions. The Stockholder Parties have also agreed to certain customary standstill provisions, prohibiting each Stockholder Party from, among other things, (i) making certain public announcements or proposals regarding transactions involving the Company; (ii) soliciting proxies or written consents; (iii) advising or knowingly encouraging any person with respect to the voting or disposition of any Company securities, other than in a manner consistent with the Board’s recommendations; and (iv) taking actions to change or influence the Board, management or the direction of certain Company matters. During the term of the Cooperation Agreement, the Company and the Stockholder Parties have also agreed to certain customary non-disparagement provisions. The Company has agreed to reimburse the Stockholder Parties for their reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, execution and effectuation of the Cooperation Agreement, provided that any such reimbursement by the Company to the Stockholder Parties shall not exceed $100,000 in the aggregate. The Cooperation Agreement will remain in effect until the earlier of (i) 30 days prior to the first day of the advance notice period for the submission of stockholder nominations for consideration at the 2027 Annual Meeting and (ii) 150 days prior to the one-year anniversary of the 2026 Annual Meeting. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.