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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

 

 

 

Exhibit 99

 

 

 

News release

 

TI names President and CEO Haviv Ilan as chairman of the board

 

Rich Templeton to retire as chairman after 45-year career with the company

 

DALLAS (Oct. 16, 2025) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today announced that its board of directors has elected President and Chief Executive Officer Haviv Ilan to take on the additional role as chairman, beginning January 2026. Ilan succeeds Rich Templeton, who will retire at the end of 2025 after a 45-year career with the company.

 

Ilan has been a member of the board of directors since 2021 and TI’s president and CEO since 2023. Prior to that, he was chief operating officer and held senior leadership positions across TI’s analog and embedded processing businesses during his 26-year career at the company.

 

“Rich leaves an incredible legacy at TI and across the semiconductor industry. He has been a transformative leader, and we are grateful for Rich’s vision, passion and wisdom that shaped TI to become the great company that it is today,” said Janet Clark, lead director of the TI board and chair of the audit committee. “This is a well-planned transition, and TI is in excellent shape operationally, financially and strategically. Haviv’s appointment to chairman reflects his strong track record as a strategic and operational leader and the board’s confidence that he is the right person to further strengthen the company for the long term.”

 

“On behalf of our entire company, I want to thank Rich for his steadfast dedication and contributions to TI,” said Ilan. “Rich has been instrumental in driving TI’s success, and his leadership will have an enduring impact on our company. He inspired a generation of leaders, and I’m honored to carry his legacy forward as we continue to execute our strategy, strengthen our competitive advantages and generate long-term value.”

 

For biographical information, see the following links:

 

·Haviv Ilan (https://investor.ti.com/leadership/haviv-ilan)

 

·Rich Templeton (https://investor.ti.com/leadership/richard-templeton)

 

 

 

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, personal electronics, enterprise systems 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.

 

TXN-G

 

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