Texas Instruments (NASDAQ: TXN) elevates Julie Knecht to CFO role

Rhea-AI Filing Summary

Texas Instruments Incorporated announced that its board has appointed Julie Knecht as senior vice president and Chief Financial Officer (and Chief Accounting Officer), effective August 1, 2026. She will succeed Rafael Lizardi, who is retiring after 25 years with the company.

The company states that Mr. Lizardi’s retirement is not related to financial or operating results, or to any disagreements about financial reporting or internal controls. In her new role, Ms. Knecht will receive an annual base salary of $700,000 and $2 million in restricted stock units as equity compensation.

Insights

Corporate governance analyst

Texas Instruments discloses a planned CFO transition with defined compensation terms.

Texas Instruments is executing an orderly CFO succession, elevating long-time executive Julie Knecht to CFO and Chief Accounting Officer effective August 1, 2026. Outgoing CFO Rafael Lizardi retires after 25 years, and the company explicitly notes the move is not tied to financial or control issues.

Compensation terms include an annual base salary of $700,000 and $2 million in restricted stock units, aligning part of Knecht’s pay with equity performance. A separation agreement with Lizardi is expected, referencing terms described in the 2026 proxy statement, suggesting a standardized approach to executive departures.

The clear statement that the retirement is unrelated to operating or reporting concerns, combined with promotion of an internal executive with more than 25 years at the company, points to continuity in financial leadership. Subsequent filings may provide further detail on the final separation agreement once executed.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

New CFO base salary: $700,000 per year Equity compensation grant: $2 million RSUs Effective date of CFO change: August 1, 2026 +2 more

5 metrics

New CFO base salary $700,000 per year Annual base salary for Julie Knecht as CFO

Equity compensation grant $2 million RSUs Restricted stock units for new CFO appointment

Effective date of CFO change August 1, 2026 Start date for Julie Knecht as CFO

Tenure of outgoing CFO 25 years Rafael Lizardi’s service length at the company

Age of new CFO 54 Age of Julie Knecht at time of appointment

Key Terms

separation agreement, restricted stock units, internal control over financial reporting, Chief Accounting Officer

4 terms

separation agreement financial

"the Company and Mr. Lizardi expect to enter into a separation agreement as described"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

restricted stock units financial

"equity compensation totaling $2 million in restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

internal control over financial reporting financial

"regarding the Company’s financial or reporting practices or internal control over financial reporting"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

Chief Accounting Officer financial

"senior vice president and Chief Financial Officer (Chief Accounting Officer)"

A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.

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Understanding 8-K Material Events →

false 0000097476 0000097476 2026-05-27 2026-05-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): May 27, 2026

____________________________

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in its charter)

____________________________

Delaware		001-03761		75-0289970
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2026, the Board appointed Julie Knecht to become senior vice president and Chief Financial Officer (Chief Accounting Officer) of Texas Instruments Incorporated (the “Company”) effective August 1, 2026. Ms. Knecht will succeed Rafael Lizardi, who will retire after 25 years with the Company. Mr. Lizardi’s retirement is not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices or internal control over financial reporting. In connection with Mr. Lizardi’s retirement, the Company and Mr. Lizardi expect to enter into a separation agreement as described beginning on page 46 of the Company’s 2026 Proxy Statement in the section subtitled “Separation agreements”.

Ms. Knecht, 54, has served in various positions with the Company for more than 25 years, including most recently as vice president and Chief Accounting Officer since 2021. In connection with her appointment, Ms. Knecht will receive an annual base salary of $700,000, and equity compensation totaling $2 million in restricted stock units.

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 hereunto duly authorized.

	TEXAS INSTRUMENTS INCORPORATED
Date: June 2, 2026	By:	/s/ Katie Kane
		Katie Kane
		Senior Vice President, Secretary and
		General Counsel

FAQ

Who is the new Chief Financial Officer of Texas Instruments (TXN)?

Texas Instruments appointed Julie Knecht as senior vice president and Chief Financial Officer, also serving as Chief Accounting Officer. She is a more than 25-year company veteran and previously served as vice president and Chief Accounting Officer since 2021.

When will the new Texas Instruments (TXN) CFO role become effective?

Julie Knecht’s appointment as senior vice president and Chief Financial Officer of Texas Instruments becomes effective on August 1, 2026. Until then, outgoing CFO Rafael Lizardi continues in his role as part of an orderly leadership transition.

Why is Texas Instruments CFO Rafael Lizardi retiring?

Texas Instruments states that CFO Rafael Lizardi is retiring after 25 years with the company. The retirement is explicitly described as not related to the company’s financial or operating results, or to disagreements over reporting or internal controls.

What compensation will the new Texas Instruments (TXN) CFO receive?

In connection with her appointment, new CFO Julie Knecht will receive an annual base salary of $700,000 and equity compensation totaling $2 million in restricted stock units, aligning a significant portion of her pay with company performance.

Will Texas Instruments enter a separation agreement with the retiring CFO?

Texas Instruments and retiring CFO Rafael Lizardi expect to enter a separation agreement. The filing refers investors to the company’s 2026 proxy statement, where standard separation agreement terms are described in the section titled “Separation agreements.”

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB