TERADATA CORP /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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MESSAGE TO STOCKHOLDERS

March 26, 2026

Dear Fellow Stockholders,

I am pleased to invite you to attend Teradata Corporation’s 2026 virtual annual meeting of stockholders on May 14, 2026 at 8:00 a.m. Pacific Time.

2025 was a pivotal year of stability and progress for Teradata. With the commitment and resilience of the Teradata team, we returned total annual recurring revenue (“ARR”) to positive growth – ahead of schedule – and achieved continued improvement in non-GAAP operating margin and free cash flow, with free cash flow exceeding the high end of the financial guidance range we provided for 2025. In addition, we returned $140 million to stockholders through our share repurchase program in 2025. The Board believes that these results demonstrate revitalized execution and strong operational discipline, and set a solid foundation for continued profitable growth.

In addition, the results reflect the significant progress in our transformation from a data warehouse leader to a modern cloud data platform, with flexibility in deployment options of cloud, on-premises, and hybrid environments. Under Steve McMillan’s leadership, Teradata’s cloud business has grown to over $700 million in ARR and is now almost 50% of Total ARR. Teradata’s strength in running mission critical, enterprise-grade data analytics workloads has remained a constant throughout the company’s transformation, and the Board believes that this continues to differentiate Teradata as enterprises strive to extract meaningful value from AI.

Enterprises deploying agentic AI at scale require a trusted data and knowledge foundation — one that simultaneously provides enterprise context, governance, performance, and deployment flexibility. We believe that Teradata’s AI and knowledge platform is the only enterprise-grade solution that delivers consistent analytics and AI capabilities across cloud, on-premises, and hybrid environments. We see this hybrid architecture being increasingly valued, as customers navigate data sovereignty requirements, regulatory constraints, and the cost dynamics of AI workloads that are exponentially growing. Throughout 2025, we continued to advance innovation, with a focus on helping our customers achieve real business outcomes from autonomous AI. In addition, Teradata executed more than 150 AI customer engagements, enabling customers to move from AI experimentation to putting AI in production.

Our executive compensation program remains tightly linked to the financial metrics that matter for our continued profitable growth and stockholder value: ARR growth, free cash flow, Rule of 40, and non-GAAP operating margin. We engaged meaningfully with our stockholders and as part of those engagements received support for how our executive compensation programs were designed for 2025 – and we believe they appropriately connect pay to the performance outcomes we have committed to deliver.

Our Board of Directors consists of 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. In this regard, our Board thoughtfully considers its composition and refreshment to align to our strategy and growth goals, ensuring we have the right set of skills and perspectives in the Boardroom. In this regard, we recently added Melissa Fisher to the Board, whose financial expertise and technology sector experience will contribute to the Board’s strategic oversight. We will also continue to look for opportunities to proactively refresh our Board, whether in connection with the Cooperation Agreement or otherwise.

We believe Teradata is a well-governed, well-run business operating in a large and growing market — one with the technology, the team, and the financial profile to deliver lasting value to its stockholders. Steve and I look forward to your participation at the annual meeting. Every vote is important, and we encourage 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 Mr. McMillan and Mses. Fisher and Nelson to serve as Class I directors for three-year terms expiring at the 2029 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 2026; 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/TDC2026. 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 19, 2026 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 2026 annual meeting of stockholders to be held on May 14, 2026: This notice of the 2026 annual meeting of stockholders and proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"), and form of proxy and voting instruction card are available atwww.proxyvote.com.

By order of the Board of Directors, Scot F. RogersChief Administrative Officer and Secretary

March 26, 2026

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