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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):
October 16, 2025
____________________________
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 October 16, 2025, Richard K. Templeton notified the Board of Directors
of Texas Instruments Incorporated (the “Company”) that he will retire as executive chairman and as a member of the Board on
December 31, 2025. The Board has appointed Haviv Ilan, the Company’s president and chief executive officer, as the Company’s
new chairman, effective on Mr. Templeton’s retirement.
ITEM 7.01 Regulation FD Disclosures.
The Company’s press release dated October 16, 2025, regarding
the planned retirement of Mr. Templeton and Mr. Ilan’s appointment, is attached hereto as Exhibit 99 and incorporated herein by
reference.
ITEM 9.01. Financial Statements and Exhibits
|
Designation
of Exhibit
in this
Report |
|
Description of Exhibit |
| |
|
|
| 99 |
|
Registrant’s News Release
Dated October 16, 2025 (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: October 16, 2025 |
By: |
/s/ Katie Kane |
| |
|
Katie Kane |
| |
|
Senior Vice President, Secretary and |
| |
|
General Counsel |
