TERADATA CORP DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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MESSAGE TO STOCKHOLDERS

March 26, 2024

Dear Fellow Stockholder:

I am pleased to invite you to attend Teradata Corporation’s 2024 annual meeting of stockholders on May 14, 2024, at 8:00 a.m. Pacific Time. The meeting will be held virtually via a live webcast and can be accessed by following the instructions provided in this proxy statement. This proxy statement, which includes a notice of the 2024 annual meeting, includes the agenda and procedures for the meeting, including how stockholders can participate. It also describes how our Board of Directors operates and gives information about director candidates and general compensation, corporate governance, and other matters.

Teradata is continuing to execute on our long-term strategy to build the leading hybrid multi-cloud analytics and data platform for trusted artificial intelligence ("AI"). 2023 was a significant year of profitable growth for Teradata – delivering almost ten-fold growth in the cloud in less than four years. In addition, during 2023, Teradata returned 87% of free cash flow back to you, our shareholders. The entire team has executed with determination and consistency in driving this strategic vision with a focus on sustainable, profitable growth.

Teradata’s significant accomplishments in 2023 in support of our strategy included:

•Achieved $528 million in public cloud annual recurring revenue (“ARR”), which is an increase of 48% year-over-year and represents 34% of total ARR – clearly significant milestones in Teradata’s cloud-first journey.

•Realized a cloud net expansion rate of 124%.

•Grew total ARR by 6% and recurring revenue by 5%, each on a year-over-year basis.

•Drove cloud innovation by offering Teradata VantageCloud Lake, our cloud-native architecture, on both Amazon Web Services and Microsoft Azure, with plans to have it available on Google Cloud in 2024.

•Advanced our trusted AI product capabilities within our Vantage platform and ClearScape Analytics™ with the:

◦launch of Teradata ask.ai, our generative AI capability for VantageCloud Lake, which provides a natural language interface designed to allow users to ask questions of their company’s data and receive instant responses from VantageCloud Lake;

◦inclusion of new ModelOps capabilities in ClearScape Analytics, which is intended to provide no-code capabilities to enable customers to quickly scale AI and advanced analytics with enterprise governance; and

◦launch of Teradata AI Unlimited, our AI and machine learning experience in the cloud that is designed to provide access to vast amounts of data, flexibility, and the ability to cost-effectively and securely explore, experiment and operationalize new AI use cases, at scale, with plans to have Teradata AI Unlimited natively integrated with Microsoft's AI-powered platform, Microsoft Fabric.

•Continued to be recognized by leading industry analysts – including the following recognitions:

◦inclusion in the Cloud Database Management System Magic Quadrant by Gartner™, achieving the highest scores in Gartner’s critical capabilities for cloud database management systems for analytical use cases in: Data Warehousing and Logical Data Warehousing; and

◦recognized as a leader in the Forrester Wave™: Cloud Data Warehouse, Q2, 2023 and Data Management for Analytics, Q1, 2023.

Being a market leader comes with the duty to act as a responsible corporate citizen—an obligation we hold paramount. In 2023, we continued to advance on our ESG journey. In particular, with regard to greenhouse gas emissions, we announced a commitment to achieve carbon neutrality by the end of 2024 and net zero by 2050. In addition, we continued to receive a steady stream of high ratings and accolades in recognition of our commitment to different aspects of ESG, including, among others:

•a perfect score of 100% on the Human Rights Campaign 2023 Corporate Equality Index;

•included on the Ethisphere Institute’s list of the World’s Most Ethical Companies for the 15th year in a row; and

•named to the Dow Jones Sustainability North American Index for Software and Services for the 14th year in a row.

We greatly value and actively work to address the input we receive from our investors on our business and strategy. Stockholder engagement remains a priority for Teradata, and we are in frequent communication with our largest investors on key matters, including our strategic vision, executive compensation, and ESG initiatives. Our executive compensation program continues to reflect the feedback provided through our stockholder outreach efforts and received high-level support pursuant to last year’s say-on-pay vote. Our goal is to continue to connect pay and performance and enhance the alignment of our executive compensation program with your long-term interests.

Our Board of Directors, consisting of a diverse set of highly accomplished and experienced leaders, is committed to engaged oversight of Teradata’s business, and acting in the best interests of our stockholders and other key stakeholders. We encourage you to review the qualifications, skills and experience that each of our directors contributes to our Board of Directors, including as part of the qualifications matrix included in the proxy statement.

Mr. McMillan and I look forward to your participation at the annual meeting. In addition, we encourage and welcome stockholder feedback on any topic related to Teradata. Communications can be addressed to directors in care of the Chief Legal Officer and Corporate Secretary, Margaret A. Treese, at 17095 Via Del Campo, San Diego, California 92127 or by email to investor.relations@teradata.com.

Every vote is important. Whether or not you plan to attend the virtual annual meeting, I urge you to authorize your proxy as soon as possible so that your shares may be represented at the meeting.

Sincerely,

Michael P. Gianoni

Chairman of the Board

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

Purpose

•Consider and vote upon the election of Messrs. Chou and Schwarz and Ms. Bacus to serve as Class II directors for three-year terms expiring at the 2027 annual meeting of stockholders and to hold office until their respective successors are duly elected and qualified;

•Consider an advisory (non-binding) vote to approve executive compensation (a “say-on-pay” vote);

•Consider and vote upon the approval of the amended and restated Teradata 2023 Stock Incentive Plan;

•Consider and vote upon the ratification of the appointment of our independent registered public accounting firm for 2024; and

•Transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting by or at the direction of the Board of Directors.

Other Important Information

•We will hold a virtual annual meeting. Stockholders will be able to listen, vote and submit questions from any location that has internet connectivity. There will be no physical location for stockholders to attend. Stockholders may participate online by logging in atwww.virtualshareholdermeeting.com/TDC2024. We believe that this format will facilitate stockholder attendance and participation. Please refer to “Other General Information” for more information about attending the virtual meeting.

•Record holders of Teradata common stock at the close of business on March 18, 2024 may vote at the meeting.

•Your shares cannot be voted unless they are represented by proxy or in person by the record holder at the meeting. Even if you plan to attend the virtual meeting, please submit a proxy to ensure that your shares are represented at the meeting.

Internet Availability

Important Notice Regarding the Availability of Proxy Materials for the 2024 annual meeting of stockholders to be held on May 14, 2024: This notice of the 2024 annual meeting of stockholders and proxy statement, our 2023 annual report, and form of proxy and voting instruction card are available atwww.proxyvote.com.

By order of the Board of Directors, Margaret A. Treese Chief Legal Officer and Secretary

March 26, 2024

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