[8-K] TEXAS INSTRUMENTS INC Reports Material Event

Rhea-AI Filing Summary

Texas Instruments (TXN) announced a leadership transition. Richard K. Templeton 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 new chairman, effective upon Mr. Templeton’s retirement.

The company also furnished a press release dated October 16, 2025 with further details.

Insights

Corporate governance analyst

Chair transition to current CEO; continuity signaled.

Texas Instruments disclosed that Richard K. Templeton will retire as executive chairman and director on December 31, 2025. The Board appointed current president and CEO Haviv Ilan as chairman effective upon that retirement.

This consolidates the CEO and chair roles, which can streamline oversight but concentrates authority. The company furnished a news release dated October 16, 2025 for additional context.

Key items to watch include Board committee leadership updates and any changes to governance policies that accompany the combined roles, if later disclosed.

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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

FAQ

What leadership change did Texas Instruments (TXN) announce?

Richard K. Templeton will retire as executive chairman and director on December 31, 2025, and CEO Haviv Ilan will become chairman effective at that time.

When will Richard K. Templeton retire from the Texas Instruments Board?

He will retire on December 31, 2025.

Who will be the new chairman of Texas Instruments (TXN)?

Haviv Ilan, the company’s president and chief executive officer, will become chairman effective upon Mr. Templeton’s retirement.

Did Texas Instruments provide additional details about the transition?

Yes. A press release dated October 16, 2025 was furnished as Exhibit 99.

Does Haviv Ilan remain CEO after becoming chairman at TXN?

Yes. He is the current president and chief executive officer and will also serve as chairman effective upon the retirement.