Teradyne (TER) risk factors, FY2025 10-K

Teradyne's FY2025 10-K, filed Feb 19, 2026, lists 38 risk factors in 4 groups. Against the prior year's 41: 1 new, 4 dropped, 20 substantially reworded.

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Risk factors listed
384 groups
New this year
1vs 41 last year
Dropped
4since the prior 10-K
Substantially reworded
20of those kept
Section length
9k wordsItem 1A

What the changes say

  • Customer concentration increased: five largest direct customers rose to 44% of 2025 revenue, with three customers linked to more than 10% each.
  • Tariff exposure is now a standalone risk, while the prior China-specific tariff discussion was removed.
  • International risks now emphasize export compliance, foreign-currency liquidity, and restrictions on transferring funds.
  • Acquisition risk now includes 2025 purchases of AET and Quantifi.

What changed since the prior 10-K

New

  • NewRisks Related to Legal and Regulatory Compliance

    The implementation of tariffs on our products may have a material impact on our business

    New or expanded tariffs could disrupt Teradyne’s global supply chain and materially reduce business results, depending on their scope, duration, and timing.

Dropped

  • Dropped

    The Israel-Hamas conflict may have a material impact on our Business

  • DroppedRisks Related to Operations

    If we experience a problem with our supply of products from Flex, Plexus, SAM Meerkat, or our other contract manufacturers, it may take us significant time to either manufacture the product or find an alternate contract manufacturer, which could result in substantial expense and disruption to our business

  • DroppedRisks Related to Legal and Regulatory Compliance

    Our business operations and supply chain are global and may be disrupted by the implementation of tariffs

  • DroppedRisks Related to Legal and Regulatory Compliance

    Provisions of our charter and by-laws and Massachusetts law may make a takeover of Teradyne more difficult

Reworded

  • 89% rewritten

    The market for our products is concentrated, and our business depends, in part, on obtaining orders from a few significant customers

    Customer concentration worsened: the five largest direct customers rose from 36% to 44% of revenue, with three customers tied to more than 10% each.

  • 79% rewrittenRisks Related to Teradyne’s Finances

    We may discontinue or reduce our quarterly cash dividend or share repurchase program

    The discussion now focuses on Board discretion and removes historical dividend, repurchase, and 2025 repurchase figures.

  • 77% rewrittenRisks Related to Teradyne’s Finances

    Foreign currency exchange rates and fluctuations in those rates may affect the Company’s ability to realize projected growth rates in its sales and earnings

    The risk now adds dollar-denominated debt, U.S. payments, offshore cash, and foreign-exchange regulations affecting liquidity and financial condition.

  • 63% rewrittenRisks Related to Operations

    Our operations may be adversely impacted if our outsourced contract manufacturers or service providers fail to perform

    Plexus is now identified as manufacturing FLEX products in addition to Magnum and ETS products.

  • 56% rewrittenRisks Related to Legal and Regulatory Compliance

    Trade regulations and restrictions impact our ability to manufacture certain products and to sell products to and support certain customers, which may materially adversely affect our sales and results of operations

    The risk now includes suppliers, explicitly warns that export controls may be insufficient, and changes the export-license wording.

  • 52% rewrittenRisks Related to Teradyne’s Finances

    We may not fully realize the benefits of our acquisitions or strategic alliances

    Acquisition examples now include 2025 purchases of AET and Quantifi; the prior detailed integration-cost language was shortened.

  • 48% rewrittenRisks Related to Teradyne’s Finances

    We have incurred indebtedness and may incur additional indebtedness

    The credit facility is now formally defined and capitalized, with no change to its $750 million size or December 2026 maturity.

  • 46% rewritten

    We are subject to risks of operating internationally

    International risks now add import/export compliance complexity and restrictions on transferring funds, while retaining tariff and currency exposure.

  • 45% rewritten

    We are subject to intense competition

  • 44% rewrittenRisks Related to Operations

    Our business may suffer if we are unable to attract and retain key employees

  • 42% rewrittenRisks Related to Teradyne’s Finances

    We may incur higher tax rates than we expect and may have exposure to additional international tax liabilities and costs

  • 41% rewrittenRisks Related to Operations

    Our operating results are likely to fluctuate significantly

  • 39% rewrittenRisks Related to Intellectual Property (“IP”) and Cybersecurity

    If we are unable to protect our IP, we may lose a valuable asset or may incur costly litigation to protect our rights

  • 37% rewrittenRisks Related to Teradyne’s Finances

    Adverse developments affecting the financial services industry, including events or risks involving liquidity, defaults or non-performance by financial institutions, could have a material adverse effect on our business, financial condition or results of operations

  • 35% rewritten

    If we fail to develop new technologies to adapt to our customers’ needs or if our customers fail to accept our new products, our revenues will be adversely affected

  • 33% rewrittenRisks Related to Legal and Regulatory Compliance

    We may be subject to product recalls and warranty and product liability claims

  • 31% rewrittenRisks Related to Legal and Regulatory Compliance

    We currently are, and in the future may be, subject to litigation or regulatory proceedings that could have an adverse effect on our business

  • 31% rewrittenRisks Related to Intellectual Property (“IP”) and Cybersecurity

    We are exposed to risks related to the use of AI tools by us and others

  • 29% rewrittenRisks Related to Legal and Regulatory Compliance

    require us to incur other significant costs and expenses

  • 21% rewrittenRisks Related to Teradyne’s Finances

    We have significant guarantees, indemnification, and customer confidentiality obligations

All 38 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Our business is impacted by global and industry-specific economic cycles, which are difficult to predict, and actions we have taken or may take to offset these cycles may not be sufficient
  2. 02We are subject to intense competition45% rewritten
  3. 03The market for our products is concentrated, and our business depends, in part, on obtaining orders from a few significant customers89% rewritten
  4. 04Customer consolidation could affect our operating results
  5. 05If we fail to develop new technologies to adapt to our customers’ needs or if our customers fail to accept our new products, our revenues will be adversely affected35% rewritten
  6. 06We are subject to risks of operating internationally46% rewritten
  7. 07compliance with international tax laws and regulations
  8. 08We are subject to risks associated with doing business in China

Risks Related to Teradyne’s Finances

  1. 09We may not fully realize the benefits of our acquisitions or strategic alliances52% rewritten
  2. 10We may incur higher tax rates than we expect and may have exposure to additional international tax liabilities and costs42% rewritten
  3. 11We have significant guarantees, indemnification, and customer confidentiality obligations21% rewritten
  4. 12We may discontinue or reduce our quarterly cash dividend or share repurchase program79% rewritten
  5. 13We have incurred indebtedness and may incur additional indebtedness48% rewritten
  6. 14Restrictive covenants in the agreement governing our senior secured revolving credit facility may restrict our ability to pursue business strategies
  7. 15We may not be able to pay our debt and other obligations
  8. 16Foreign currency exchange rates and fluctuations in those rates may affect the Company’s ability to realize projected growth rates in its sales and earnings77% rewritten
  9. 17Adverse developments affecting the financial services industry, including events or risks involving liquidity, defaults or non-performance by financial institutions, could have a material adverse effect on our business, financial condition or results of operations37% rewritten
  10. 18Our stock price has been subject to fluctuations, and will likely continue to be subject to fluctuations, which may be volatile and due to factors beyond our control
  11. 19sales of shares of our common stock by us, our officers, directors, or other stockholders; and

Risks Related to Operations

  1. 20Our operating results are likely to fluctuate significantly41% rewritten
  2. 21the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase
  3. 22If our suppliers do not meet product or delivery requirements, we could have reduced revenues and earnings
  4. 23To a certain extent, we are dependent upon the ability of our suppliers and contract manufacturers to help meet increased product or delivery requirements. It may be difficult for certain suppliers to meet delivery requirements in a period of rapid growth, therefore impacting our ability to meet our customers’ demands
  5. 24The global supply shortage of electrical components and inflationary cost increases impact our ability to meet customer demand and could adversely affect our business and financial results
  6. 25Our operations may be adversely impacted if our outsourced contract manufacturers or service providers fail to perform63% rewritten
  7. 26Our business may suffer if we are unable to attract and retain key employees44% rewritten

Risks Related to Intellectual Property (“IP”) and Cybersecurity

  1. 27Third parties may claim we are infringing their intellectual property and we could suffer significant litigation costs, licensing expenses or be prevented from selling our products
  2. 28If we are unable to protect our IP, we may lose a valuable asset or may incur costly litigation to protect our rights39% rewritten
  3. 29A breach of our operational or security systems could negatively affect our business and results of operations
  4. 30A breach of the security of our products could negatively affect our business and results of operations
  5. 31We are exposed to risks related to the use of AI tools by us and others31% rewritten

Risks Related to Legal and Regulatory Compliance

  1. 32The implementation of tariffs on our products may have a material impact on our businessNew
  2. 33Trade regulations and restrictions impact our ability to manufacture certain products and to sell products to and support certain customers, which may materially adversely affect our sales and results of operations56% rewritten
  3. 34We may be subject to product recalls and warranty and product liability claims33% rewritten
  4. 35We may incur significant costs of complying with present and future environmental regulations and may incur significant liabilities if we fail to comply with such environmental regulations
  5. 36require us to incur other significant costs and expenses29% rewritten
  6. 37We currently are, and in the future may be, subject to litigation or regulatory proceedings that could have an adverse effect on our business31% rewritten
  7. 38We may face risks associated with shareholder activism

Other Teradyne 10-Ks

  • FY2024 10-K risk factors
    41 risks

    Teradyne faces extreme customer concentration, with the top five customers accounting for 36 percent of consolidated revenues in 2024. Operations depend heavily on outsourced contract manufacturers like Flex and Plexus located across foreign jurisdictions. Global supply chains and sales are vulnerable to escalating tariffs and trade regulations, including China import duties.

    Filed Feb 20, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.