Texas Instruments completes $2B notes offering

The four note series have stated rates from 5.000% to 5.750% and maturities in 2028, 2031, 2033 and 2036.

Available on EDGAR 11/09/2026 - 04:11 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:10 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Texas Instruments Incorporated completed a $2,000,000,000 issuance and sale of notes on November 9, 2026, in four $500 million aggregate-principal tranches. The notes carry stated rates and maturities of 5.000% due 2028, 5.350% due 2031, 5.500% due 2033 and 5.750% due 2036.

The notes were issued under an Indenture dated May 23, 2011, and an Officers’ Certificate. They were offered under the company’s Form S-3 registration statement filed February 14, 2025, and prospectus materials dated October 26, 2026. The underwriting agreement names J.P. Morgan Securities, Citigroup Global Markets, BofA Securities and U.S. Bancorp Investments as representatives of the several underwriters.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2028 Notes principal and rate: $500 million aggregate principal amount; 5.000% 2031 Notes principal and rate: $500 million aggregate principal amount; 5.350% 2033 Notes principal and rate: $500 million aggregate principal amount; 5.500% +1 more

4 metrics

2028 Notes principal and rate $500 million aggregate principal amount; 5.000% Due 2028

2031 Notes principal and rate $500 million aggregate principal amount; 5.350% Due 2031

2033 Notes principal and rate $500 million aggregate principal amount; 5.500% Due 2033

2036 Notes principal and rate $500 million aggregate principal amount; 5.750% Due 2036

Key Terms

aggregate principal amount, Indenture, Officers’ Certificate, underwriting agreement

4 terms

aggregate principal amount financial

"$500,000,000 aggregate principal amount of its 5.000% Notes due 2028"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Indenture financial

"issued pursuant to an Indenture dated as of May 23, 2011"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Officers’ Certificate technical

"and an Officers’ Certificate issued pursuant thereto"

underwriting agreement financial

"pursuant to an underwriting agreement filed herewith"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What notes did TXN issue?

Texas Instruments issued four note series, each with $500 million aggregate principal amount: 5.000% notes due 2028, 5.350% notes due 2031, 5.500% notes due 2033 and 5.750% notes due 2036.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TEXAS INSTRUMENTS INC false 0000097476 0000097476 2026-11-09 2026-11-09

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): November 9, 2026

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in 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 Stock Market LLC

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 8.01. Other Events

Issuance of $2,000,000,000 of Notes

On November 9, 2026, Texas Instruments Incorporated (“Texas Instruments”) consummated the issuance and sale of $500,000,000 aggregate principal amount of its 5.000% Notes due 2028 (the “2028 Notes”), $500,000,000 aggregate principal amount of its 5.350% Notes due 2031 (the “2031 Notes”), $500,000,000 aggregate principal amount of its 5.500% Notes due 2033 (the “2033 Notes”), and $500,000,000 aggregate principal amount of its 5.750% Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, 2031 Notes and 2033 Notes, the “Notes”), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated October 26, 2026 among Texas Instruments and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BofA Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein. The Notes were issued pursuant to an Indenture dated as of May 23, 2011 (the “Indenture”) between Texas Instruments and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, and an Officers’ Certificate issued pursuant thereto.

The Notes were offered pursuant to Texas Instruments’ Registration Statement on Form S-3 filed on February 14, 2025 (Reg. No. 333-284977), including the prospectus contained therein, and a related preliminary prospectus supplement dated October 26, 2026 and a prospectus supplement dated October 26, 2026.

The material terms and conditions of the Notes are set forth in the Indenture filed as Exhibit 4.2 to the Current Report of Texas Instruments on Form 8-K dated May 23, 2011 and the Officers’ Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein.

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement dated October 26, 2026, among Texas Instruments Incorporated and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BofA Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein
4.1		Officers’ Certificate setting forth the terms of the Notes
5.1		Opinion of Davis Polk & Wardwell LLP
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: November 9, 2026				By:		/s/ Julie Knecht
						Julie Knecht
						Senior Vice President and Chief Financial Officer

4

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 162.3 KB
• EX-4.1 EX-4.1 241.0 KB
• EX-5.1 EX-5.1 10.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB