[8-K] TEXAS INSTRUMENTS INC Reports Material Event

Rhea-AI Filing Summary

Texas Instruments Incorporated reported that its Board of Directors approved amendments to the company’s By-Laws on February 3, 2026. The changes add a forum selection provision stating that the Delaware Court of Chancery, or if it lacks jurisdiction the U.S. District Court for the District of Delaware, will be the exclusive forum for certain state corporate law or shareholder derivative claims. The amendments also provide that U.S. federal district courts will be the exclusive forum for any complaint asserting a cause of action under the Securities Act of 1933 or related rules. The amended By-Laws are attached as Exhibit 3.1.

TEXAS INSTRUMENTS INC false 0000097476 --12-31 0000097476 2026-02-03 2026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 3, 2026

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in charter)

Delaware		001-03761		75-0289970
(State or other jurisdiction		(Commission		(I.R.S. employer
of incorporation)		file number)		identification no.)

12500 TI Boulevard

Dallas, Texas 75243

(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 479-3773

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.00		TXN		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 3, 2026, the Board of Directors of Texas Instruments Incorporated (the “Company”) approved By-Law amendments to add a forum selection provision which provides that the Delaware Court of Chancery (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall be the sole and exclusive forum for certain state corporate law or shareholder derivative claims, and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 or any rule or regulation promulgated thereunder (in each case, as amended from time to time).

The foregoing description of the Company’s By-Laws is qualified in all respects by reference to the text of the By-Laws, which are attached hereto as Exhibit 3.1 hereto and incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
3.1		Texas Instruments Incorporated By-Laws, as amended through February 3, 2026
104		Cover page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

				TEXAS INSTRUMENTS INCORPORATED
Date: February 6, 2026				By:		/s/ Katie Kane
						Katie Kane
						Senior Vice President, Secretary and General Counsel