[6-K] Taiwan Semiconductor Manufacturing Company Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Taiwan Semiconductor Manufacturing Company (NYSE: TSM) filed a Form 6-K for June 2025 detailing corporate actions taken during May 2025.

Capital appropriations dominate the report: the board approved US$15.248 billion of new spending, including US$9.590 billion for advanced-node production equipment, US$308 million for advanced packaging and specialty processes, and US$5.350 billion for real-estate and leased assets. These investments signal continued capacity expansion to meet leading-edge demand.

The filing also discloses NT$16.3 billion in fixed-income asset purchases and NT$0.4 billion in dispositions, illustrating ongoing treasury management.

Insider ownership changes were minor: Senior Vice President Wei-Jen Lo reduced holdings by 5,000 shares, while Vice President Jonathan Lee added 1,234 shares; no pledges were reported.

The board cancelled 117,721 common shares reclaimed from lapsed employee restricted-stock awards, reducing paid-in capital by NT$1,177,210. No unsecured bonds were issued during the period.

Positive

• Board approved US$15.248 billion in capital appropriations to expand advanced-node, packaging and real-estate capacity, reinforcing technology leadership and future growth.

Negative

• The sizeable capex commitment could pressure near-term free cash flow and margins if end-market demand softens.

Insights

Semiconductor Industry Analyst

TL;DR – US$15 bn capex signals aggressive capacity build, positive for long-term growth.

The report’s headline item is a US$15.248 billion capital appropriation, with nearly two-thirds earmarked for cutting-edge process equipment. Such scale underscores management’s confidence in sustained demand for 3 nm and below, advanced packaging, and specialty technologies. Historically, TSMC’s capex correlates with future revenue growth; therefore, the outlay should bolster competitive positioning against Samsung and Intel Foundry. The concurrent share cancellation is immaterial to valuation but marginally accretive to EPS. Insider trades are negligible, and the absence of new debt maintains a fortress balance sheet. Overall, the filing portrays a company doubling down on technology leadership.

Cash-Flow & Risk Analyst

TL;DR – Heavy spend raises near-term free-cash-flow risk despite strategic merit.

While the approved capex feeds growth, the US$15 billion commitment could pressure free cash flow and dividend capacity in FY 2025–26, especially if macro demand cools. Fixed-income deployments suggest TSMC still holds ample liquidity, yet the shift from cash to securities slightly reduces immediate flexibility. Lack of unsecured bond issuance keeps leverage low, moderating balance-sheet risk. Given TSMC’s track record of high ROIC on similar projects, execution risk is modest, but investors should monitor capex absorption and potential cost-overrun impacts on gross margin.

1934 Act Registration No. 1-14700

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 6-K

_____________________________

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

(Commission File Number: 001-14700)

_____________________________

Taiwan Semiconductor Manufacturing Company Limited

(Translation of Registrant’s Name Into English)

_____________________________

No. 8, Li-Hsin Road 6

Hsinchu Science Park

Hsinchu 300-096, Taiwan
Republic of China

(Address of Principal Executive Offices)

_____________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(1):o

Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(7):o

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.

Taiwan Semiconductor Manufacturing Company Limited

Date:   June 25, 2025

By

/s/ Wendell Huang

Wendell Huang

Senior Vice President and Chief Financial Officer

Taiwan Semiconductor Manufacturing Company Limited

("TSMC"; NYSE: TSM)

This is to report 1) the changes in the shareholdings of TSMC board of directors, executive officers and shareholders who own more than 10% of total outstanding common shares of TSMC; 2) the changes in the pledge of TSMC common shares by TSMC board of directors, executive officers and shareholders who own more than 10% of total outstanding common shares of TSMC; 3) the acquisition and disposition of assets by TSMC and its subsidiaries; 4) the capital appropriations approved by TSMC board of directors; 5) the unsecured bonds issued by TSMC and its subsidiaries and 6) the cancellation of TSMC common shares for the month of May 2025.

1.The changes in the shareholdings of TSMC board of directors, executive officers and shareholders who own more than 10% of total outstanding common shares of TSMC:

Title

Name

Number of shares held as of

Changes

4/30/2025

5/31/2025

Senior Vice President

Wei-Jen Lo

1,399,178

1,394,178

(5,000)

Vice President

Jonathan Lee

457,134

458,368

1,234

Note: Shareholdings include shares held by the related parties.

2.The changes in the pledge of TSMC common shares by TSMC board of directors, executive officers and shareholders who own more than 10% of total outstanding common shares of TSMC: Inapplicable.

3.The acquisition and disposition of assets by TSMC and its subsidiaries:

Fixed-income investment: NT$16.3 billion of acquisition and NT$0.4 billion of disposition.

4.The capital appropriations approved by TSMC board of directors:
(1) Machinery equipment for advanced technology capacity: US$9,590 million.
(2) Machinery equipment for advanced packaging, mature and/or specialty technology capacity: US$308 million.
(3) Real estate and capitalized leased assets: US$5,350 million.

5.The unsecured bonds issued by TSMC and its subsidiaries: Inapplicable.

6.The cancellation of TSMC common shares:
The TSMC board of directors approved the cancellation of 117,721 TSMC common shares of reclaimed employee restricted stock awards and the associated paid-in capital reduction of NT$1,177,210 and set May 13, 2025 as the record date for the paid-in capital reduction.

FAQ

How much capital expenditure did [[TSM]] approve in its June 2025 6-K?

The board authorized US$15.248 billion for machinery, packaging equipment and real-estate projects.

What portion of [[TSM]]'s capex is dedicated to advanced technology capacity?

US$9.590 billion, or roughly 63% of the total appropriation, is earmarked for advanced-node production equipment.

Did [[TSM]] issue any unsecured bonds during May 2025?

No. The filing states that unsecured bonds issued by TSMC and its subsidiaries were "Inapplicable" for the period.

How many TSM shares were cancelled and why?

The board cancelled 117,721 common shares reclaimed from lapsed employee restricted-stock awards, reducing paid-in capital by NT$1,177,210.

Were there significant insider shareholding changes at [[TSM]]?

Changes were minor: SVP Wei-Jen Lo sold 5,000 shares; VP Jonathan Lee acquired 1,234 shares. No pledges were reported.