SCHEDULE: Teradata Reaches Board Agreement with Lynrock Lake

Teradata Corp. has entered into a cooperation agreement with activist investor Lynrock Lake LP, leading to board refreshment and governance changes.

Summary

• Lynrock Lake LP, LYNROCK LAKE PARTNERS LLC, and Cynthia Paul collectively beneficially own 9,354,676 shares of Teradata Corp. common stock, representing 10.0% of the outstanding shares.
• The aggregate purchase price for these shares was approximately $252,936,626, excluding brokerage commissions.
• Teradata Corp. and Lynrock Fund entered into a Cooperation Agreement on February 10, 2026.
• The agreement stipulates that Teradata will increase its Board size from nine to ten directors and appoint Melissa Fisher as a Class I director by no later than March 1, 2026.
• Melissa Fisher will also be appointed to the Nominating and Governance Committee and nominated for election at the 2026 Annual Meeting.
• An additional director (Second New Director) will be appointed as a Class II director by no later than August 1, 2026, following the 2026 Annual Meeting.
• 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.
• Lynrock Lake LP sold a total of 61,990 shares of common stock on February 11, 2026, at weighted average prices ranging from $39.5733 to $41.1917.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it signals a constructive resolution with a significant activist investor, potentially leading to enhanced governance and strategic focus for Teradata.

Positives

• A cooperation agreement with a significant shareholder (10.0% stake) suggests constructive engagement rather than a prolonged proxy fight, potentially reducing uncertainty.
• Board refreshment with the appointment of two new independent directors, including Melissa Fisher, potentially brings fresh perspectives and expertise to the board.
• The commitment to nominate Melissa Fisher for re-election at the 2026 Annual Meeting provides stability for the new board member and continuity in governance.

Negatives

• The sale of 61,990 shares by Lynrock Lake LP on February 11, 2026, immediately following the cooperation agreement date, could be interpreted as a slight reduction in conviction or portfolio rebalancing by the activist investor.

Future Outlook

The filing outlines future board composition changes and director appointments through the 2027 Annual Meeting, indicating a structured approach to corporate governance over the next two annual cycles.

Industry Context

StockSavvy.ai notes that activist investor engagement, particularly concerning board composition, is a common trend in the technology and data analytics sector, where companies like Teradata face evolving market dynamics and competitive pressures. Such agreements often aim to unlock shareholder value through strategic oversight and operational improvements.

Comparison to Industry Standards

• This type of cooperation agreement, involving board refreshment and standstill provisions, is standard practice in activist investor situations. For example, similar agreements have been seen with Elliott Management's engagement with Salesforce or Starboard Value's involvement with various tech companies, where a significant stake (10% in this case) often leads to board representation to influence strategic direction.
• The structured approach to board changes over two annual cycles is a common compromise to ensure smooth transitions and integration of new perspectives, aligning with best practices for corporate governance evolution.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for enhanced shareholder value through improved corporate governance and strategic direction due to activist engagement and board refreshment. The agreement reduces uncertainty associated with potential proxy contests.
• Management: Will operate under increased oversight from a refreshed board, potentially leading to more accountability and strategic alignment.
• Employees: No direct impact mentioned, but improved company performance resulting from strategic changes could indirectly benefit employees.

Next Steps

• Teradata to increase Board size to ten directors.
• Appointment of Melissa Fisher to the Board by March 1, 2026.
• Appointment of Melissa Fisher to the Nominating Committee.
• Nomination of Melissa Fisher for election at the 2026 Annual Meeting.
• Appointment of a Second New Director by August 1, 2026.
• One current Class I director will not be nominated for re-election at the 2026 Annual Meeting.
• One current Class II director will not be nominated for re-election at the 2027 Annual Meeting.

Key Dates

Recommendation

The cooperation agreement with Lynrock Lake LP is a positive step towards resolving potential activist pressure and enhancing corporate governance through board refreshment. While this reduces uncertainty and signals constructive engagement, the immediate impact on financial performance is not detailed. The minor share sales by Lynrock Lake LP after the agreement date warrant observation. Investors should hold to assess the execution of the new board's strategy and its impact on future financial results.

Keywords

Teradata, Lynrock Lake, Schedule 13D/A, Cooperation Agreement, Board of Directors, Corporate Governance, Activist Investor, Shareholder Agreement, Board Refreshment, Common Stock