8-K

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

Delaware	75-3236470
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4^© under the Exchange Act (17 CFR 240.13e-4^©)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	TDC	New York Stock Exchange

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.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

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.

Item 8.01 Other Events.

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.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits:

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

Exhibit No.	Description
99.1	Press release issued by Teradata Corporation on February 9, 2022 announcing its entry into an accelerated share repurchase agreement with JPMorgan Chase Bank, National Association.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

		TERADATA CORPORATION
Date: February 9, 2022	By:	/s/ Claire Bramley
	Name:	Claire Bramley
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

INVESTOR CONTACT Christopher T. Lee 858-485-2523 office christopher.lee@teradata.com   MEDIA CONTACT Jennifer Donahue 858-485-3029 office jennifer.donahue@teradata.com

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.

# # #

The Teradata logo is a trademark, and Teradata is a registered trademark of Teradata Corporation and/or its affiliates in the U.S. and worldwide.

XML

Document and Entity Information	Feb. 09, 2022
Cover [Abstract]
Entity Registrant Name	TERADATA CORP /DE/
Amendment Flag	false
Entity Central Index Key	0000816761
Document Type	8-K
Document Period End Date	Feb. 09, 2022
Entity File Number	001-33458
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	75-3236470
Entity Address, Address Line One	17095 Via Del Campo
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92127
City Area Code	(866)
Local Phone Number	548-8348
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	TDC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false