TERADATA CORP /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Teradata Corporation

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MESSAGE TO STOCKHOLDERS

March 27, 2025

Dear Fellow Stockholder:

I am pleased to invite you to attend Teradata Corporation’s 2025 annual meeting of stockholders on May 15, 2025, 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 2025 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 provides the leading hybrid cloud analytics and data platform for trusted artificial intelligence ("AI") at enterprise scale. In 2024, our cloud business grew to $609 million, which was an 18% (in constant currency) increase from 2023. As a result, our cloud business now accounts for over 40% of our total annual recurring revenue – which is a significant accomplishment considering we pivoted to a cloud growth strategy less than five years ago. We are also well-positioned to capitalize on changing market dynamics as companies are increasingly looking to operate effectively across both on-premises and cloud environments. We embrace this shift as we believe our hybrid capabilities are unmatched by our competitors.

Additional accomplishments in 2024 included:

•Realized a cloud net expansion rate of 117%.

•Returned 78% of free cash flow back to our stockholders.

•Announced plans to integrate Nividia NeMo and Nvidia NIM microservices into our platform to accelerate AI workloads.

•Offered Teradata VantageCloud Lake on Google Cloud, which is in addition to it already being available on Amazon Web Services and Microsoft Azure.

•Advanced our trusted AI product capabilities with the:

◦launch of our open and connected approach to supporting open table formats (“OTF”) of Apache Iceberg and Linux Foundation Delta Lake;

◦inclusion of Bring-Your-Own Large Language Model ("LLM") capabilities in our platform and ClearScape Analytics so that our customers can take advantage of small- and mid-size open LLMs by bringing the model to the data and minimizing expensive data movement;

◦integration of our platform with Amazon Bedrock, which allows our customers to gain access to more than 60 generative AI use cases; and

◦selection as one of the early vendors with AI solutions offered in the Microsoft Fabric Workload Hub, including Teradata AI Unlimited being offered natively in Microsoft Fabric to leverage OTF in OneLake.

Our product innovation over the last couple of years has been remarkable, and we are excited for more innovation to come in 2025.

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, corporate governance, Board composition, and ESG initiatives. Our goal is to continue to connect pay and performance and enhance the alignment of our executive compensation program with your long-term interests. In this regard, and as discussed in the Compensation Discussion and Analysis section of this Proxy Statement, we previewed changes for our 2025 executive compensation program during our recent stockholder engagement conversations to ensure we could consider stockholder feedback in the design of this program.

Our Board of Directors consists of highly accomplished and experienced leaders who represent diverse perspectives and backgrounds. We are 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.

Mr. McMillan and I look forward to your participation at the annual meeting. 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. Gianoni and McElhatton and Ms. Olsen to serve as Class III directors for three-year terms expiring at the 2028 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 2025; 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/TDC2025. 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 20, 2025 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 2025 annual meeting of stockholders to be held on May 15, 2025: This notice of the 2025 annual meeting of stockholders and proxy statement, our 2024 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 27, 2025

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