false
0000097476
0000097476
2026-09-17
2026-09-17
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):
September 17, 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 7.01. Regulation FD Disclosures.
The Registrant’s news release dated September 17, 2026, regarding
a planned dividend increase, attached hereto as Exhibit 99 is incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits.
|
Designation
of Exhibit
in this
Report
|
|
Description of Exhibit |
| |
|
|
| 99 |
|
Registrant’s News Release |
| |
|
Dated September 17, 2026 (furnished pursuant to Item 7.01) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 17, 2026 |
By: |
|
/s/ Julie C. Knecht |
| |
|
|
Julie C. Knecht |
| |
|
|
Senior Vice President and |
| |
|
|
Chief Financial Officer |
Exhibit 99
TI increases dividend
7% to $1.52 per share, marking 23 consecutive years of increases
DALLAS (Sept. 17, 2026) – Texas
Instruments Incorporated (TI) (Nasdaq: TXN) today said it will raise its quarterly cash dividend 7%, from $1.42 per share to $1.52, or
$6.08 annualized. The higher dividend will be payable November 10, 2026, to stockholders of record on October 30, 2026, contingent upon
formal declaration by the board of directors at its regular meeting in October.
The increase is consistent with TI’s
long-term objective for dividends by providing a sustainable and growing dividend and reflects the company’s continued commitment
to return all free cash flow to its owners over time. Today’s announcement marks 23 consecutive years of dividend increases.
Notice regarding forward-looking statements
This release includes forward-looking
statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally can be identified by phrases such as TI or its management "believes," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import.
Similarly, statements herein that describe TI's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking
statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from those in forward-looking statements.
We urge you to carefully consider the
following important factors that could cause actual results to differ materially from the expectations of TI or our management:
| · | Economic,
social and political conditions, and natural events in the countries in which we, our customers
or our suppliers operate, including global trade policies; |
| · | Our
ability to compete in products and prices in an intensely competitive industry; |
| · | Market
demand for semiconductors, particularly in the industrial and automotive markets, and customer
demand that differs from forecasts; |
| · | Losses
or curtailments of purchases from key customers or the timing and amount of customer inventory
adjustments; |
| · | Evolving
cybersecurity and other threats relating to our information technology systems or those of
our customers, suppliers and other third parties; |
| · | Our
ability to successfully implement and realize opportunities from strategic, business and
organizational changes, or our ability to realize our expectations regarding the amount and
timing of associated restructuring charges and cost savings; |
| · | Our
ability to develop, manufacture and market innovative products in a rapidly changing technological
environment, our timely implementation of new manufacturing technologies and installation
of manufacturing equipment, and our ability to realize expected returns on significant investments
in manufacturing capacity; |
| · | Availability
and cost of key materials, utilities, manufacturing equipment, third-party manufacturing
services and manufacturing technology; |
| · | Our
ability to retain, train and recruit skilled personnel and effectively manage key employee
succession; |
| · | Product
liability, warranty or other claims relating to our products, software, manufacturing, delivery,
services, design or communications, or recalls by our customers for a product containing
one of our parts; |
| · | Financial
difficulties of our distributors or semiconductor distributors' promotion of competing product
lines to our detriment; or disputes with current or former distributors; |
| · | Our
ability to maintain or improve profit margins, including our ability to utilize our manufacturing
facilities at sufficient levels to cover our fixed operating costs, in an intensely competitive
and cyclical industry and changing regulatory environment; |
| · | Compliance
with or changes in the complex laws, rules and regulations to which we are or may become
subject, or actions of enforcement authorities, that restrict our ability to operate our
business or subject us to fines, penalties or other legal liability; |
| · | Changes
in tax law and accounting standards that impact the tax rate applicable to us, the jurisdictions
in which profits are determined to be earned and taxed, adverse resolution of tax audits,
increases in tariff rates, and the ability to realize deferred tax assets; |
| · | Our
ability to maintain and enforce a strong intellectual property portfolio and maintain freedom
of operation in all jurisdictions where we conduct business; or our exposure to infringement
claims; |
| · | Our
ability to make principal and interest payments on our debt when due; |
| · | Instability
in the global credit and financial markets; and |
| · | Impairments
of our non-financial assets. |
For a more detailed discussion of these
factors, see the Risk factors discussion in Item 1A of our most recent Form 10-K. The forward-looking statements included in this release
are made only as of the date of this release, and we undertake no obligation to update the forward-looking statements to reflect subsequent
events or circumstances. If we do update any forward-looking statement, you should not infer that we will make additional updates with
respect to that statement or any other forward-looking statement.
About Texas Instruments
Texas Instruments
Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures and sells analog and embedded processing
chips for markets such as industrial, automotive, data center, personal electronics and communications equipment. At our core, we have
a passion to create a better world by making electronics more affordable through semiconductors. This passion is alive today as each
generation of innovation builds upon the last to make our technology more reliable, more affordable and lower power, making it possible
for semiconductors to go into electronics everywhere. Learn more at TI.com.