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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 001-03761
TEXAS INSTRUMENTS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware75-0289970
(State of Incorporation)(I.R.S. Employer Identification No.)
12500 TI Boulevard, Dallas, Texas
75243
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code 214-479-3773

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00TXNThe Nasdaq Global Select Market
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
913,770,316
Number of shares of Registrant’s common stock outstanding as of
October 14, 2026


TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. Financial statements
For Three Months EndedFor Nine Months Ended
Consolidated Statements of IncomeSeptember 30,September 30,
(In millions, except per-share amounts)2026202520262025
Revenue$6,055 $4,742 $16,343 $13,259 
Cost of revenue (COR)2,168 2,019 6,305 5,648 
Gross profit3,887 2,723 10,038 7,611 
Research and development (R&D)530 518 1,575 1,562 
Selling, general and administrative (SG&A)476 457 1,430 1,414 
Acquisition charges7 — 41 — 
Restructuring charges/other— 85 — 85 
Operating profit2,874 1,663 6,992 4,550 
Other income (expense), net (OI&E)72 62 188 190 
Interest and debt expense141 141 423 402 
Income before income taxes2,805 1,584 6,757 4,338 
Provision for income taxes380 220 807 500 
Net income$2,425 $1,364 $5,950 $3,838 
Earnings per common share (EPS):
Basic$2.64 $1.49 $6.49 $4.20 
Diluted$2.62 $1.48 $6.44 $4.18 
Average shares outstanding:
Basic914 909 912 909 
Diluted921 914 918 914 
A portion of net income is allocated to unvested restricted stock units (RSUs) on which we pay dividend equivalents. Diluted EPS is calculated using the following:
Net income$2,425 $1,364 $5,950 $3,838 
Income allocated to RSUs(14)(8)(34)(21)
Income allocated to common stock for diluted EPS$2,411 $1,356 $5,916 $3,817 
See accompanying notes.

2


For Three Months EndedFor Nine Months Ended
Consolidated Statements of Comprehensive IncomeSeptember 30,September 30,
(In millions)2026202520262025
Net income$2,425 $1,364 $5,950 $3,838 
Changes in other comprehensive income (loss), net of tax
Net actuarial losses of defined benefit plans:
Adjustments1 1 3 (19)
Recognized within net income1 5 2 11 
Prior service cost (credit) of defined benefit plans:
Adjustments1 — 2 — 
Recognized within net income1 — 2 — 
Available-for-sale investments and other:
Adjustments(6)1 (9)(1)
Other comprehensive income (loss)(2)7 — (9)
Total comprehensive income$2,423 $1,371 $5,950 $3,829 
See accompanying notes.

3


September 30,December 31,
Consolidated Balance Sheets20262025
(In millions, except par value)
Assets
Current assets:
Cash and cash equivalents$4,211 $3,225 
Short-term investments3,931 1,656 
Accounts receivable, net of allowances of ($27) and ($22)
2,620 1,963 
Raw materials497 465 
Work in process2,482 2,372 
Finished goods1,693 1,967 
Inventories4,672 4,804 
Prepaid expenses and other current assets1,446 2,102 
Total current assets16,880 13,750 
Property, plant and equipment at cost18,072 17,682 
Accumulated depreciation(6,239)(5,362)
Property, plant and equipment11,833 12,320 
Goodwill4,330 4,330 
Deferred tax assets1,054 967 
Capitalized software licenses301 238 
Overfunded retirement plans320 324 
Other long-term assets2,121 2,656 
Total assets$36,839 $34,585 
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term debt$650 $500 
Accounts payable837 756 
Accrued compensation675 829 
Income taxes payable60 67 
Accrued expenses and other liabilities795 1,007 
Total current liabilities3,017 3,159 
Long-term debt12,905 13,548 
Underfunded retirement plans118 124 
Deferred tax liabilities62 66 
Other long-term liabilities1,552 1,415 
Total liabilities17,654 18,312 
Stockholders’ equity:
Preferred stock, $25 par value. Shares authorized – 10; none issued
— — 
Common stock, $1 par value. Shares authorized – 2,400; shares issued – 1,741
1,741 1,741 
Paid-in capital5,202 4,511 
Retained earnings54,282 52,236 
Treasury common stock at cost
Shares: September 30, 2026 – 827; December 31, 2025 – 834
(41,955)(42,130)
Accumulated other comprehensive income (loss), net of taxes (AOCI)(85)(85)
Total stockholders’ equity19,185 16,273 
Total liabilities and stockholders’ equity$36,839 $34,585 
See accompanying notes.
4


For Nine Months Ended
Consolidated Statements of Cash FlowsSeptember 30,
(In millions)20262025
Cash flows from operating activities
Net income$5,950 $3,838 
Adjustments to net income:
Depreciation1,643 1,381 
Amortization of capitalized software63 61 
Stock compensation331 338 
Gains on sales of assets(13)— 
Deferred taxes(92)(134)
Increase (decrease) from changes in:
Accounts receivable(657)(343)
Inventories132 (302)
Prepaid expenses and other current assets9 2 
Accounts payable and accrued expenses51 57 
Accrued compensation(170)(134)
Income taxes payable435 168 
Changes in funded status of retirement plans1 (14)
Other(41)(19)
Cash flows from operating activities7,642 4,899 
Cash flows from investing activities
Capital expenditures(1,653)(3,625)
Proceeds from U.S. CHIPS and Science Act (CHIPS Act) incentives1,104 335 
Proceeds from asset sales37 1 
Purchases of short-term investments(5,311)(2,644)
Proceeds from short-term investments3,078 5,198 
Other9 (28)
Cash flows from investing activities(2,736)(763)
Cash flows from financing activities
Proceeds from issuance of long-term debt— 1,199 
Repayment of debt(500)(750)
Dividends paid(3,884)(3,709)
Stock repurchases(233)(1,074)
Proceeds from common stock transactions770 358 
Other(73)(49)
Cash flows from financing activities(3,920)(4,025)
Net change in cash and cash equivalents986 111 
Cash and cash equivalents at beginning of period3,225 3,200 
Cash and cash equivalents at end of period$4,211 $3,311 
Supplemental cash flow information
Investment tax credit (ITC) used to reduce income taxes payable$380 $246 
Proceeds from CHIPS Act incentives1,104 335 
Total cash benefit related to the CHIPS Act$1,484 $581 
See accompanying notes.
5


Notes to financial statements
1. Description of business, including segment and geographic area information
We design and manufacture semiconductors that we sell to electronics designers and manufacturers all over the world. We have two reportable segments, Analog and Embedded Processing, each of which represents groups of products that have similar design and development requirements, product characteristics and manufacturing processes. Our segments reflect how our chief operating decision maker (CODM), which is our chief executive officer, allocates resources and measures results.
•Analog semiconductors change real-world signals, such as sound, temperature, pressure or light, by conditioning them, amplifying them and often converting them to a stream of digital data that can be processed by other semiconductors, such as embedded processors. Analog semiconductors are also used to manage power in all electronic equipment by converting, distributing, storing, discharging, isolating and measuring electrical energy, whether the equipment is plugged into a wall or using a battery. Our Analog segment consists of two major product lines: Power and Signal Chain.
•Embedded Processing products are the digital “brains” of many types of electronic equipment. They are designed to handle specific tasks and can be optimized for various combinations of performance, power and cost, depending on the application.
We report the results of our remaining business activities in Other. Other includes DLP® products and calculators, which are operating segments that do not meet the quantitative thresholds for individually reportable segments and cannot be aggregated with other operating segments.
In Other, we also include items that are not used in evaluating the results of or in allocating resources to our segments. Examples of these items include acquisition, integration and restructuring charges, and certain corporate-level items, such as litigation expenses, environmental costs, insurance settlements, and gains and losses from other activities, including asset dispositions. We allocate the remainder of our expenses associated with corporate activities to our operating segments based on specific methodologies, such as percentage of operating expenses or headcount.
Costs incurred by our centralized manufacturing and support organizations, including depreciation, are charged to the operating segments, including those in Other, on a per-unit basis. Consequently, depreciation expense is not an independently identifiable component within the segments’ results and, therefore, is not provided.
With the exception of goodwill, we do not identify or allocate assets by operating segment, nor does the CODM evaluate operating segments using discrete asset information. We have no material intersegment revenue. The accounting policies of the segments are consistent with those described in the significant accounting policies and practices.
Segment information
For Three Months Ended September 30,
20262025
AnalogEmbedded ProcessingOtherTotalAnalogEmbedded ProcessingOtherTotal
Revenue$4,911 $858 $286 $6,055 $3,729 $709 $304 $4,742 
Cost of revenue1,697 390 81 2,168 1,543 373 103 2,019 
Gross profit3,214 468 205 3,887 2,186 336 201 2,723 
R&D377 134 19 530 371 127 20 518 
SG&A332 107 37 476 329 101 27 457 
Acquisition charges— — 7 7 — — — — 
Restructuring charges/other— — — — — — 85 85 
Operating profit$2,505 $227 $142 $2,874 $1,486 $108 $69 $1,663 
6

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

For Nine Months Ended September 30,
20262025
AnalogEmbedded ProcessingOtherTotalAnalogEmbedded ProcessingOtherTotal
Revenue$13,200 $2,369 $774 $16,343 $10,391 $2,035 $833 $13,259 
Cost of revenue4,922 1,144 239 6,305 4,234 1,113 301 5,648 
Gross profit8,278 1,225 535 10,038 6,157 922 532 7,611 
R&D1,134 386 55 1,575 1,123 380 59 1,562 
SG&A1,009 322 99 1,430 1,017 309 88 1,414 
Acquisition charges— — 41 41 — — — — 
Restructuring charges/other— — — — — — 85 85 
Operating profit$6,135 $517 $340 $6,992 $4,017 $233 $300 $4,550 
Geographic area information
Our estimate for revenue based on the geographic location of our end customers’ headquarters, which represents where critical decisions are made, is as follows:
For Three Months EndedFor Nine Months Ended
September 30,September 30,
2026202520262025
Revenue:
United States$2,348 39 %$1,859 39 %$6,275 38 %$5,084 38 %
China1,392 23 1,019 21 3,639 22 2,830 21 
Rest of Asia635 10 505 11 1,796 11 1,430 11 
Europe, Middle East and Africa (a)1,207 20 972 20 3,352 21 2,799 21 
Japan369 6 313 7 988 6 883 7 
Rest of world104 2 74 2 293 2 233 2 
Total revenue$6,055 100 %$4,742 100 %$16,343 100 %$13,259 100 %
(a)Revenue from end customers headquartered in Germany was 9% and 10% in the third quarters of 2026 and 2025, respectively, and 9% and 10% in the first nine months of 2026 and 2025, respectively.
2. Basis of presentation and significant accounting policies and practices
Basis of presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and on the same basis as the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. The Consolidated Statements of Income, Comprehensive Income and Cash Flows for the periods ended September 30, 2026 and 2025, and the Consolidated Balance Sheet as of September 30, 2026, are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair statement of the results of the periods shown. Certain information and note disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Because the consolidated interim financial statements do not include all of the information and notes required by GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2025. The results for the three- and nine-month periods are not necessarily indicative of a full year’s results.
7

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Significant accounting policies and practices
Earnings per share (EPS)
We use the two-class method for calculating EPS because the restricted stock units (RSUs) we grant are participating securities containing nonforfeitable rights to receive dividend equivalents. Under the two-class method, a portion of net income is allocated to RSUs and excluded from the calculation of income allocated to common stock.
Computation and reconciliation of earnings per common share are as follows:
For Three Months Ended September 30,
20262025
Net IncomeSharesEPSNet IncomeSharesEPS
Basic EPS:
Net income$2,425 $1,364 
Income allocated to RSUs(14)(8)
Income allocated to common stock$2,411 914 $2.64 $1,356 909 $1.49 
Dilutive effect of stock compensation plans7 5 
Diluted EPS:
Net income$2,425 $1,364 
Income allocated to RSUs(14)(8)
Income allocated to common stock$2,411 921 $2.62 $1,356 914 $1.48 
For Nine Months Ended September 30,
20262025
Net IncomeSharesEPSNet IncomeSharesEPS
Basic EPS:
Net income$5,950 $3,838 
Income allocated to RSUs(34)(21)
Income allocated to common stock$5,916 912 $6.49 $3,817 909 $4.20 
Dilutive effect of stock compensation plans6 5 
Diluted EPS:
Net income$5,950 $3,838 
Income allocated to RSUs(34)(21)
Income allocated to common stock$5,916 918 $6.44 $3,817 914 $4.18 
Potentially dilutive securities excluded from the computation of diluted earnings per common share during the third quarter of 2026 were not material. Potentially dilutive securities representing 4 million shares of common stock that were outstanding during the third quarter of 2025, and 2 million and 10 million shares outstanding during the first nine months of 2026 and 2025, respectively, were excluded from the computation of diluted earnings per common share during these periods because their effect would have been anti-dilutive.
Derivatives and hedging
We use derivative financial instruments to manage exposure to foreign exchange risk. These instruments are primarily forward foreign currency exchange contracts, which are used as economic hedges to reduce the earnings impact that exchange rate fluctuations may have on our non-U.S. dollar net balance sheet exposures. Gains and losses from changes in the fair value of these forward foreign currency exchange contracts are credited or charged to OI&E. We do not apply hedge accounting to our foreign currency derivative instruments.
8

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
We are exposed to variability in compensation charges related to certain deferred compensation obligations to employees. We use total return swaps to economically hedge this exposure and offset the related compensation expense, recognizing changes in the fair value of the swaps and the related deferred compensation liabilities in SG&A.
In connection with the issuance of long-term debt, we may use financial derivatives such as treasury-rate lock agreements that are recognized in AOCI and amortized over the life of the related debt.
The results of these derivative transactions were not material. We do not use derivatives for speculative or trading purposes.
Fair values of financial instruments
The fair values of our derivative financial instruments were not material as of September 30, 2026. Our investments in cash equivalents, short-term investments and certain long-term investments, as well as our deferred compensation liabilities, are carried at fair value. The carrying values for other current financial assets and liabilities, such as accounts receivable and accounts payable, approximate fair value due to the short maturity of such instruments. As of September 30, 2026, the carrying value of long-term debt, including the current portion, was $13.56 billion, and the estimated fair value was $11.86 billion. The estimated fair value is measured using broker-dealer quotes, which are Level 2 inputs. See Note 4 for a description of fair value and the definition of Level 2 inputs.
Changes in accounting standards – standards not yet adopted
We are currently evaluating the potential impact of the following Accounting Standards Updates (ASU) on our financial statements and related disclosures. We plan to adopt these ASUs as of their effective dates.
ASUDescriptionEffective for Period Ending
ASU No. 2024-03Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement ExpensesDecember 31, 2027
ASU No. 2025-06Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use SoftwareMarch 31, 2028
ASU No. 2025-10Government Grants (Topic 832): Accounting for Government Grants Received by Business EntitiesMarch 31, 2029
3. Income taxes
Provision for income taxes is based on the following:
For Three Months EndedFor Nine Months Ended
September 30,September 30,
2026202520262025
Taxes calculated using the estimated annual effective tax rate$390 $249 $928 $614 
Discrete tax items(10)(29)(121)(114)
Provision for income taxes$380 $220 $807 $500 
Effective tax rate14 %14 %12 %12 %
The effective tax rate differs from the 21% U.S. statutory corporate tax rate due to the effect of U.S. tax benefits.
9

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
4. Valuation of debt and equity investments and certain liabilities
Investments measured at fair value
Money market funds, debt investments and mutual funds are stated at fair value, which is generally based on market prices or broker quotes. We classify all debt investments as available-for-sale. Unrealized gains and losses are recorded as an increase or decrease, net of taxes, in AOCI on our Consolidated Balance Sheets, and any credit losses are recorded as an allowance for credit losses with an offset recognized in OI&E in our Consolidated Statements of Income.
Our mutual funds hold a variety of debt and equity investments intended to generate returns that offset changes in certain deferred compensation liabilities. We record changes in the fair value of these mutual funds and the related deferred compensation liabilities in SG&A.
Other investments
Our other investments include equity-method investments and nonmarketable investments, which are not measured at fair value. These investments consist of interests in venture capital funds and other nonmarketable securities. Gains and losses from equity-method investments are recognized in OI&E based on our ownership share of the investee’s financial results. Nonmarketable securities are measured at cost with adjustments for observable changes in price or impairments. Gains and losses on nonmarketable investments are recognized in OI&E.
Details of our investments are as follows:
September 30, 2026December 31, 2025
Cash and Cash EquivalentsShort-Term InvestmentsOther Long-Term AssetsCash and Cash EquivalentsShort-Term InvestmentsOther Long-Term Assets
Measured at fair value:
Money market funds$1,381 $— $— $844 $— $— 
Corporate obligations597 960 — 517 522 — 
U.S. government and agency securities1,539 2,476 — 1,296 1,035 — 
Non-U.S. government and agency securities299 495 — 184 99 — 
Mutual funds— — 11 — — 11 
Total3,816 3,931 11 2,841 1,656 11 
Other investments— — 4 — — 5 
Cash on hand395 — — 384 — — 
Total$4,211 $3,931 $15 $3,225 $1,656 $16 
As of September 30, 2026, and December 31, 2025, unrealized gains and losses associated with our debt investments were not material. We did not recognize any credit losses related to debt investments for the first nine months of 2026 and 2025.
The following table presents the aggregate maturities of our debt investments as of September 30, 2026:
Fair Value
One year or less$5,688 
One to two years678 
Proceeds from sales, redemptions and maturities of short-term debt investments were $1.40 billion and $1.26 billion for the third quarters of 2026 and 2025, respectively, and $3.08 billion and $5.20 billion for the first nine months of 2026 and 2025, respectively. Gross realized gains and losses from these sales were not material.
10

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Fair-value considerations
We measure and report certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The three-level hierarchy described below indicates the inputs used to estimate fair-value measurements.
•Level 1 – Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities as of the measurement date.
•Level 2 – Uses inputs other than Level 1 that are either directly or indirectly observable as of the measurement date through correlation with market data. Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active and models or other pricing methodologies that do not require significant judgment. We utilize a third-party data service to provide Level 2 valuations, and we verify these valuations for reasonableness.
•Level 3 – Uses inputs that are unobservable, supported by little or no market activity and reflect the use of significant management judgment. As of September 30, 2026, and December 31, 2025, we had no Level 3 assets or liabilities.
The following are our assets and liabilities that were accounted for at fair value on a recurring basis. These tables do not include cash on hand, assets held by our postretirement plans, or assets and liabilities that are measured at historical cost or any basis other than fair value.
September 30, 2026December 31, 2025
Level 1Level 2TotalLevel 1Level 2Total
Assets:
Money market funds$1,381 $— $1,381 $844 $— $844 
Corporate obligations— 1,557 1,557 — 1,039 1,039 
U.S. government and agency securities3,524 491 4,015 1,932 399 2,331 
Non-U.S. government and agency securities— 794 794 — 283 283 
Mutual funds11 — 11 11 — 11 
Total assets$4,916 $2,842 $7,758 $2,787 $1,721 $4,508 
Liabilities:
Deferred compensation$503 $— $503 $492 $— $492 
Total liabilities$503 $— $503 $492 $— $492 
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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
5. Postretirement benefit plans
Expenses related to defined benefit and retiree health care benefit plans are as follows:
U.S. Defined BenefitU.S. Retiree Health CareNon-U.S. Defined Benefit
For Three Months Ended September 30,202620252026202520262025
Service cost$2 $1 $1 $— $3 $4 
Interest cost6 6 3 3 16 16 
Expected return on plan assets(5)(3)(3)(2)(17)(20)
Recognized net actuarial losses (gains)1 1 (1)— (1)1 
Amortization of prior service cost (credit)— — — — 1 — 
Net periodic benefit costs (credits)4 5 — 1 2 1 
Settlement losses (gains)2 4 — — — — 
Total, including other postretirement losses (gains)$6 $9 $— $1 $2 $1 
U.S. Defined BenefitU.S. Retiree Health CareNon-U.S. Defined Benefit
For Nine Months Ended September 30,202620252026202520262025
Service cost$5 $5 $1 $1 $11 $11 
Interest cost17 19 9 9 49 45 
Expected return on plan assets(15)(13)(8)(8)(56)(55)
Recognized net actuarial losses (gains)3 5 (1)(1)(3)3 
Amortization of prior service cost (credit)— — — — 3 — 
Net periodic benefit costs (credits)10 16 1 1 4 4 
Settlement losses (gains)4 7 — — (1)— 
Total, including other postretirement losses (gains)$14 $23 $1 $1 $3 $4 
6. Debt and lines of credit
Short-term borrowings
We maintain a line of credit to provide additional liquidity through bank loans and, if necessary, to support commercial paper borrowings. As of September 30, 2026, the aforementioned line of credit was a variable-rate, revolving credit facility from a consortium of investment-grade banks that allows us to borrow up to $1 billion until March 2027. The interest rate on borrowings under this credit facility, if drawn, is indexed to the applicable Term Secured Overnight Financing Rate (Term SOFR). As of September 30, 2026, our credit facility was undrawn, and we had no commercial paper outstanding.
In June 2026, we entered into a 364-day delayed draw term loan credit facility for borrowings up to $5 billion to support the Silicon Labs acquisition consideration and related transaction expenses. The availability of funding is conditioned on the consummation of the planned acquisition of Silicon Labs. As of September 30, 2026, there were no outstanding borrowings on the delayed draw term loan credit facility.
Long-term debt
In September 2026, we retired $500 million of maturing debt.
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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Long-term debt outstanding is as follows:
September 30,December 31,
20262025
Notes due 2026 at 1.125%
$— $500 
Notes due 2027 at 4.60%
650 650 
Notes due 2027 at 2.90%
500 500 
Notes due 2028 at 4.60%
700 700 
Notes due 2029 at 4.60%
650 650 
Notes due 2029 at 2.25%
750 750 
Notes due 2030 at 1.75%
750 750 
Notes due 2030 at 4.50%
550 550 
Notes due 2031 at 1.90%
500 500 
Notes due 2032 at 3.65%
400 400 
Notes due 2033 at 4.90%
950 950 
Notes due 2034 at 4.85%
600 600 
Notes due 2035 at 5.10%
650 650 
Notes due 2039 at 3.875%
750 750 
Notes due 2048 at 4.15%
1,500 1,500 
Notes due 2051 at 2.70%
500 500 
Notes due 2052 at 4.10%
300 300 
Notes due 2053 at 5.00%
650 650 
Notes due 2054 at 5.15%
750 750 
Notes due 2063 at 5.05%
1,550 1,550 
Total debt13,650 14,150 
Net unamortized discounts, premiums and issuance costs(95)(102)
Total debt, including net unamortized discounts, premiums and issuance costs13,555 14,048 
Current portion of long-term debt(650)(500)
Long-term debt$12,905 $13,548 
Interest and debt expense was $141 million for the third quarters of both 2026 and 2025, and $423 million and $402 million for the first nine months of 2026 and 2025, respectively. This is inclusive of amortized discounts, premiums and issuance and other related costs. Capitalized interest was $3 million for the third quarters of both 2026 and 2025, and $9 million for the first nine months of both 2026 and 2025.
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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
7. Stockholders’ equity
Changes in equity are as follows:
Common StockPaid-in CapitalRetained EarningsTreasury Common StockAOCI
Balance, December 31, 2025$1,741 $4,511 $52,236 $(42,130)$(85)
2026
Net income— — 1,545 — — 
Dividends declared and paid ($1.42 per share)
— — (1,291)— — 
Common stock issued for stock-based awards— 105 — 204 — 
Stock repurchases— — — (158)— 
Stock compensation— 109 — — — 
Other comprehensive income (loss), net of taxes— — — — 1 
Dividend equivalents on RSUs— — (8)— — 
Other— (3)1 — — 
Balance, March 31, 20261,741 4,722 52,483 (42,084)(84)
Net income— — 1,980 — — 
Dividends declared and paid ($1.42 per share)
— — (1,295)— — 
Common stock issued for stock-based awards— 279 — 166 — 
Stock repurchases— — — (23)— 
Stock compensation— 127 — — — 
Other comprehensive income (loss), net of taxes— — — — 1 
Dividend equivalents on RSUs— — (7)— — 
Other— 1 — — — 
Balance, June 30, 20261,741 5,129 53,161 (41,941)(83)
Net income— — 2,425 — — 
Dividends declared and paid ($1.42 per share)
— — (1,298)— — 
Common stock issued for stock-based awards— (20)— 36 — 
Stock repurchases— — — (50)— 
Stock compensation— 95 — — — 
Other comprehensive income (loss), net of taxes— — — — (2)
Dividend equivalents on RSUs— — (6)— — 
Other— (2)— — — 
Balance, September 30, 2026$1,741 $5,202 $54,282 $(41,955)$(85)

14

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Common StockPaid-in CapitalRetained EarningsTreasury Common StockAOCI
Balance, December 31, 2024$1,741 $3,935 $52,262 $(40,895)$(140)
2025
Net income— — 1,179 — — 
Dividends declared and paid ($1.36 per share)
— — (1,238)— — 
Common stock issued for stock-based awards— 8 — 110 — 
Stock repurchases— — — (657)— 
Stock compensation— 116 — — — 
Other comprehensive income (loss), net of taxes— — — — (7)
Dividend equivalents on RSUs— — (7)— — 
Other— (1)— — — 
Balance, March 31, 20251,741 4,058 52,196 (41,442)(147)
Net income— — 1,295 — — 
Dividends declared and paid ($1.36 per share)
— — (1,235)— — 
Common stock issued for stock-based awards— 59 — 56 — 
Stock repurchases— — — (290)— 
Stock compensation— 129 — — — 
Other comprehensive income (loss), net of taxes— — — — (9)
Dividend equivalents on RSUs— — (7)— — 
Other— (1)— — — 
Balance, June 30, 20251,741 4,245 52,249 (41,676)(156)
Net income— — 1,364 — — 
Dividends declared and paid ($1.36 per share)
— — (1,236)— — 
Common stock issued for stock-based awards— 72 — 53 — 
Stock repurchases— — — (121)— 
Stock compensation— 93 — — — 
Other comprehensive income (loss), net of taxes— — — — 7 
Dividend equivalents on RSUs— — (7)— — 
Other— — (1)— — 
Balance, September 30, 2025$1,741 $4,410 $52,369 $(41,744)$(149)
8. Contingencies
Indemnification guarantees
We routinely sell products with an intellectual property indemnification included in the terms of sale. Historically, we have had only minimal, infrequent losses associated with these indemnities. Consequently, we cannot reasonably estimate any future liabilities that may result.
15

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Warranty costs/product liabilities
Our stated warranties for semiconductor products obligate us to repair, replace or credit the purchase price of a covered product back to the buyer. Product claim consideration may exceed the price of our products. Historically, we have experienced a low rate of payments on product claims. Although we cannot predict the likelihood or amount of any future claims, we do not believe they will have a material adverse effect on our consolidated financial statements. We accrue for known product-related claims if a loss is probable and can be reasonably estimated. During the periods presented, there have been no material accruals or payments regarding product warranty or product liability.
General
We are subject to various legal and administrative proceedings. Although it is not possible to predict the outcome of these matters, we believe that the results of these proceedings will not have a material adverse effect on our consolidated financial statements.
9. Supplemental financial information
Acquisition of Silicon Labs
As announced on February 4, 2026, we have entered into a definitive agreement to acquire Silicon Labs for $231.00 per share in an all-cash transaction, representing a total enterprise value of approximately $7.5 billion. Under the terms of the agreement, Silicon Labs stockholders will receive $231.00 in cash for each share of Silicon Labs common stock they hold at the time of closing, which is expected in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions. We expect to fund the transaction with a combination of cash on hand and debt financing. During the third quarter and first nine months of 2026, we incurred $7 million and $41 million of acquisition charges, respectively.
Prepaid expenses and other current assets
September 30,December 31,
20262025
CHIPS Act incentives$1,100 $1,709 
Other346 393 
Total$1,446 $2,102 
Other long-term assets
September 30,December 31,
20262025
CHIPS Act incentives$1,036 $1,639 
Other1,085 1,017 
Total$2,121 $2,656 
16

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Details on amounts reclassified out of accumulated other comprehensive income (loss), net of taxes, to net income
Our Consolidated Statements of Comprehensive Income include items that have been recognized within net income during the third quarters and first nine months of 2026 and 2025. The table below details where these transactions are recorded in our Consolidated Statements of Income.
For Three Months EndedFor Nine Months EndedImpact to Related Statement of Income Lines
September 30,September 30,
2026202520262025
Net actuarial losses of defined benefit plans:
Recognized net actuarial losses and settlement losses (a)$1 $6 $2 $14 Decrease (increase) to OI&E
Tax effect— (1)— (3)(Decrease) increase to provision for income taxes
Recognized within net income, net of taxes$1 $5 $2 $11 Decrease (increase) to net income
Prior service cost (credit) of defined benefit plans:
Amortization of prior service cost (credit) (a)$1 $— $3 $— Decrease (increase) to OI&E
Tax effect— — (1)— (Decrease) increase to provision for income taxes
Recognized within net income, net of taxes$1 $— $2 $— Decrease (increase) to net income
(a)Detailed in Note 5
Effect on shares outstanding and treasury shares
The following table reflects the changes in treasury shares:
2026
Balance, January 1834 
Repurchases1 
Shares issued for stock compensation(4)
Balance, March 31831
Repurchases— 
Shares issued for stock compensation(3)
Balance, June 30828
Repurchases— 
Shares issued for stock compensation(1)
Balance, September 30827 
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ITEM 2. Management’s discussion and analysis of financial condition and results of operations
Overview
We design and manufacture semiconductors that we sell to electronics designers and manufacturers all over the world. Technology is the foundation of our company, but ultimately, our objective and the best metric for owners to measure our progress is through the growth of free cash flow per share over the long term.
Our strategy to maximize long-term free cash flow per share growth has three elements:
1.A great business model that is focused on analog and embedded processing products and built around four sustainable competitive advantages. The four sustainable competitive advantages are powerful in combination and provide tangible benefits:
(a)A strong foundation of manufacturing and technology that provides lower costs and greater control of our supply chain.
(b)A broad portfolio of analog and embedded processing products that offers more opportunity per customer and more value for our investments.
(c)The reach of our market channels that gives access to more customers and more of their design projects, leading to better insight and knowledge of customer needs and the opportunity to sell more of our products into each design.
(d)Diversity and longevity of our products, markets and customer positions that provide less single point dependency and longer returns on our investments.
Together, these competitive advantages help position TI in a unique class of companies capable of generating and returning significant amounts of cash for our owners. We make our investments with an eye towards long-term strengthening and leveraging of these advantages.
2.Discipline in allocating capital to the best opportunities. This spans how we select R&D projects, develop new capabilities, invest in manufacturing capacity or how we think about acquisitions and returning cash to our owners.
3.Efficiency, which means constantly striving for more output for every dollar spent.
We believe that our business model with the combined effect of our four competitive advantages sets TI apart from our peers and will for a long time to come. We will invest to strengthen our competitive advantages, be disciplined in capital allocation and stay diligent in our pursuit of efficiencies. Finally, we will remain focused on the belief that long-term growth of free cash flow per share is the ultimate measure to generate value.
Market and business characteristics
Markets for our products
The markets for our products are industrial, automotive, data center, personal electronics and communications equipment. See our 2025 Form 10-K for more information. We refer to growth in the amount of semiconductor content in electronics as secular growth.
Semiconductor cycle
The semiconductor cycle refers to the ebb and flow of supply and demand and the building and depleting of inventories. It has been characterized by periods of tight supply caused by strengthening demand and/or insufficient manufacturing capacity, followed by periods of surplus inventory caused by weakening demand and/or excess manufacturing capacity. These are typically referred to as upturns and downturns in the semiconductor cycle. Semiconductor cycles are affected by the significant time and money required to build and maintain semiconductor manufacturing facilities.
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Seasonality
Our revenue is subject to some seasonal variation. Historically, our sequential revenue growth rate tends to be weaker in the first and fourth quarters when compared with the second and third quarters.
Manufacturing
We invest to make manufacturing and technology a core competitive advantage. The strategic decision to own our manufacturing, process and packaging technology provides us with tangible benefits of lower manufacturing costs and greater control of our supply chain and provides our customers with geopolitically dependable capacity. We own and operate both wafer fabrication and assembly/test facilities in North America, Asia, Japan and Europe. We have focused on creating a competitive structural cost advantage by investing in our 300mm wafer production, which describes the diameter of the wafer on which our chips are produced, and costs about 40% less than a chip built on a 200mm wafer. In addition, we selectively use capacity of outside suppliers, commonly known as foundries and subcontractors.
We continue to invest to strengthen our competitive advantage in manufacturing and technology as part of our long-term capacity plan. We have invested in manufacturing capacity to support customer demand, enable external foundry transfers and prepare new factories to have cleanroom space available to support future growth. These investments have uniquely positioned TI to deliver dependable, low-cost 300mm capacity with the ability to equip and ramp factories to support customer demand. We believe this approach supports free cash flow per share growth across a range of market conditions.
With our planned capacity expansions to support demand over time, we expect our internal sourcing to continue to increase. We expect to continue to maintain sufficient internal manufacturing capacity to meet the majority of our production needs and to obtain manufacturing equipment to support new technology developments and revenue growth.
Inventory
Our objectives for inventory are to maintain high levels of customer service, maintain dependable and competitive lead times, minimize inventory obsolescence and improve manufacturing asset utilization. To meet these objectives and to allow greater flexibility in periods of high demand, our strategy is to build ahead of demand our broad-based products that are used across a diverse set of applications and customers and have low risk of obsolescence. Inventory levels will vary based on market conditions and seasonality. We adjust factory loadings as needed to execute on this inventory strategy.
Results of operations
Management’s discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the financial statements and the related notes that appear elsewhere in this document. In the following discussion of our results of operations:
•Our segments represent groups of similar products that are combined on the basis of similar design and development requirements, product characteristics, manufacturing processes and distribution channels, and how management allocates resources and measures results. See Note 1 to the financial statements for more information regarding our segments.
•When we discuss our results:
◦Unless otherwise noted, changes in our revenue are attributable to changes in customer demand, which are evidenced by fluctuations in shipment volumes. Upturns in the semiconductor cycle are often characterized by rising customer demand, which drives higher revenue, while downturns in the semiconductor cycle are characterized by weakening customer demand, which results in lower revenue.
◦New products do not tend to have a significant impact on our revenue in any given period because we sell such a large number of products.
◦From time to time, our revenue and gross profit are affected by changes in demand for higher-priced or lower-priced products, which we refer to as changes in the “mix” of products shipped.
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◦Because we own much of our manufacturing capacity, a significant portion of our operating cost is fixed. When factory loadings decrease, our fixed costs are spread over reduced output and, absent other circumstances, our profit margins decrease. Conversely, as factory loadings increase, our fixed costs are spread over increased output and, absent other circumstances, our profit margins increase.
◦Our LFAB facility, which primarily supports our Embedded Processing business, was purchased as an operating fab and is continuing to ramp production, so we expect factory loadings to increase over time. As LFAB ramps, we expect Embedded to carry manufacturing costs that disproportionately benefit Embedded Processing operating profit as compared to Analog.
•For an explanation of free cash flow, see the Non-GAAP financial information section.
•All dollar amounts in the tables are stated in millions of U.S. dollars.
Macroeconomic factors
During the quarter, we saw broad demand, with revenue growth across all end markets and regions. Secular growth of semiconductor content is continuing alongside a strong cyclical recovery. We are working closely with our customers to support them during this time of increased demand. We are executing to our long-term manufacturing plan, and our investments have positioned us to ramp our factories to support revenue growth.
Performance summary
Our third quarter revenue was $6.06 billion, net income was $2.43 billion and earnings per share (EPS) were $2.62.
Revenue increased 11% sequentially and 28% from the same quarter a year ago with continued broad growth in industrial, automotive and data center.
Our cash flow from operations of $9.9 billion for the trailing 12 months again underscored the strength of our business model, the quality of our product portfolio and the benefit of 300mm production. Free cash flow for the same period was $8.4 billion.
Over the past 12 months we invested $4.0 billion in R&D and SG&A, invested $2.6 billion in capital expenditures and returned $5.8 billion to shareholders.
Details of financial results – third quarter 2026 compared with third quarter 2025
Revenue of $6.06 billion increased $1.31 billion, or 28%, due to increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment.
Gross profit of $3.89 billion was up $1.16 billion, or 43%, primarily due to higher revenue. As a percentage of revenue, gross profit increased to 64.2% from 57.4%.
Operating expenses (R&D and SG&A) were $1.01 billion compared with $975 million.
Acquisition charges were $7 million due to transaction-related costs associated with our planned acquisition of Silicon Labs.
Restructuring charges/other in the year-ago period was $85 million related to efforts to drive operational efficiencies to support our long-term strategy, including the closure of our remaining 150mm production.
Operating profit was $2.87 billion, or 47.5% of revenue, compared with $1.66 billion, or 35.1% of revenue. This change was primarily due to higher revenue and associated gross profit.
OI&E was $72 million of income compared with $62 million of income. This increase was primarily due to higher interest income.
Interest and debt expense was $141 million in both periods. See Note 6 to the financial statements.
20


Our provision for income taxes was $380 million compared with $220 million. This increase was primarily due to higher income before income taxes. Our effective tax rate, which includes discrete tax items, was 14% in both periods.
Net income was $2.43 billion compared with $1.36 billion. EPS was $2.62 compared with $1.48.
Third quarter 2026 segment results
Our segment results compared with the year-ago quarter are as follows:
Analog (includes Power and Signal Chain product lines)
Q3 2026Q3 2025Change
Revenue$4,911 $3,729 32 %
Operating profit2,505 1,486 69 %
Operating profit % of revenue51.0 %39.8 %
Analog revenue increased in both product lines, led by Signal Chain, due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit increased primarily due to higher revenue and associated gross profit.
Embedded Processing (includes microcontrollers and processors)
Q3 2026Q3 2025Change
Revenue$858 $709 21 %
Operating profit227 108 110 %
Operating profit % of revenue26.5 %15.2 %
Embedded Processing revenue increased due to higher demand, which was impacted by the macroeconomic factors discussed above. Operating profit increased primarily due to higher revenue and associated gross profit.
Other (includes DLP® products and calculators)
Q3 2026Q3 2025Change
Revenue$286 $304 (6)%
Operating profit *142 69 106 %
Operating profit % of revenue49.7 %22.7 %
*Includes Acquisition charges and Restructuring charges/other
Other revenue decreased $18 million, and operating profit increased $73 million.
Details of financial results – first nine months of 2026 compared with first nine months of 2025
Revenue of $16.34 billion increased $3.08 billion, or 23%, due to increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment.
Gross profit of $10.04 billion was up $2.43 billion, or 32%, primarily due to higher revenue, partially offset by higher manufacturing costs associated with our planned capacity expansions. As a percentage of revenue, gross profit increased to 61.4% from 57.4%.
Operating expenses were $3.01 billion compared with $2.98 billion.
Acquisition charges were $41 million due to transaction-related costs associated with our planned acquisition of Silicon Labs.
Restructuring charges/other in the year-ago period was $85 million related to efforts to drive operational efficiencies to support our long-term strategy, including the closure of our remaining 150mm production.
21


Operating profit was $6.99 billion, or 42.8% of revenue, compared with $4.55 billion, or 34.3% of revenue. This change was primarily due to higher revenue and associated gross profit.
OI&E was $188 million of income compared with $190 million of income.
Interest and debt expense of $423 million increased $21 million.
Our provision for income taxes was $807 million compared with $500 million. This increase was primarily due to higher income before income taxes. Our effective tax rate, which includes discrete tax items, was 12% in both periods.
Net income was $5.95 billion compared with $3.84 billion. EPS was $6.44 compared with $4.18.
Year-to-date segment results
Our segment results compared with the year-ago period are as follows:
Analog
YTD 2026YTD 2025Change
Revenue$13,200 $10,391 27 %
Operating profit6,135 4,017 53 %
Operating profit % of revenue46.5 %38.7 %
Analog revenue increased in both product lines, led by Signal Chain, due to higher demand. Operating profit increased primarily due to higher revenue and associated gross profit.
Embedded Processing
YTD 2026YTD 2025Change
Revenue$2,369 $2,035 16 %
Operating profit517 233 122 %
Operating profit % of revenue21.8 %11.4 %
Embedded Processing revenue increased due to higher demand. Operating profit increased primarily due to higher revenue and associated gross profit.
Other
YTD 2026YTD 2025Change
Revenue$774 $833 (7)%
Operating profit *340 300 13 %
Operating profit % of revenue43.9 %36.0 %
*Includes Acquisition charges and Restructuring charges/other
Other revenue decreased $59 million, and operating profit increased $40 million.
Financial condition
At the end of the third quarter of 2026, total cash (cash and cash equivalents plus short-term investments) was $8.14 billion, an increase of $3.26 billion from the end of 2025.
Accounts receivable were $2.62 billion, an increase of $657 million compared with the end of 2025. Days sales outstanding in the third quarter of 2026 were 39 compared with 40 at the end of 2025.
22


Inventory was $4.67 billion, a decrease of $132 million from the end of 2025. Days of inventory for the third quarter of 2026 were 194 compared with 222 at the end of 2025, which reflects the continued execution of our inventory strategy.
Liquidity and capital resources
Our primary source of liquidity is cash flow from operations. Additional sources of liquidity are cash and cash equivalents, short-term investments and access to debt markets. We also have a variable-rate, revolving credit facility. As of September 30, 2026, our credit facility was undrawn, and we had no commercial paper outstanding. Cash flows from operating activities for the first nine months of 2026 were $7.64 billion, an increase of $2.74 billion from the year-ago period due to higher net income and non-cash items, as well as lower cash used for working capital. Cash flows from operating activities for the first nine months of 2026 and 2025 include cash benefits of $380 million and $246 million, respectively, from the U.S. CHIPS and Science Act (CHIPS Act) investment tax credit (ITC) used to reduce income taxes payable.
Investing activities for the first nine months of 2026 used $2.74 billion compared with $763 million in the year-ago period. Capital expenditures were $1.65 billion compared with $3.63 billion in the year-ago period and were primarily for semiconductor manufacturing equipment and facilities in both periods. In 2026, CHIPS Act incentives provided cash proceeds of $1.10 billion compared with $335 million in the year-ago period. Short-term investments used cash of $2.23 billion compared with $2.55 billion of cash provided in the year-ago period.
Consistent with our capital management strategy, we expect between $2 billion to $3 billion of capital expenditures in 2026. Beyond 2026, capital expenditures will be dependent on revenue and growth expectations. We expect to continue benefiting from the CHIPS Act. This includes the 35% ITC on qualifying manufacturing investments as well as direct funding of up to $1.6 billion, of which we have received $630 million, for our three large-scale 300mm wafer fabs located in Sherman, Texas, and Lehi, Utah.
In September 2026, we announced we would increase our quarterly cash dividend by 7% to $1.52 per share, marking 23 consecutive years of dividend increases.
Financing activities for the first nine months of 2026 used $3.92 billion compared with $4.03 billion in the year-ago period. We retired maturing debt of $500 million. In the year-ago period, we received net proceeds of $1.20 billion from the issuance of fixed-rate, long-term debt and retired maturing debt of $750 million. Dividends paid were $3.88 billion compared with $3.71 billion in the year-ago period, reflecting an increased dividend rate. We used $233 million to repurchase 1.1 million shares of our common stock compared with $1.07 billion to repurchase 6.1 million shares in the year-ago period. Employee exercises of stock options provided cash proceeds of $770 million compared with $358 million in the year-ago period.
We had $4.21 billion of cash and cash equivalents and $3.93 billion of short-term investments as of September 30, 2026. We believe we have the necessary financial resources and operating plans to fund our working capital needs, capital expenditures, dividend and debt-related payments, and other business requirements for at least the next 12 months.
Acquisition of Silicon Labs
As announced on February 4, 2026, we have entered into a definitive agreement to acquire Silicon Labs for $231.00 per share in an all-cash transaction, representing a total enterprise value of approximately $7.5 billion. Under the terms of the agreement, Silicon Labs stockholders will receive $231.00 in cash for each share of Silicon Labs common stock they hold at the time of closing, which is expected in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions. We expect to fund the transaction with a combination of cash on hand and debt financing.
In June 2026, we entered into a 364-day delayed draw term loan credit facility for borrowings up to $5 billion to support the Silicon Labs acquisition consideration and related transaction expenses. As of September 30, 2026, there were no outstanding borrowings on the delayed draw term loan credit facility.
23


Non-GAAP financial information
This MD&A includes references to free cash flow and ratios based on that measure. These are financial measures that were not prepared in accordance with generally accepted accounting principles in the United States (GAAP). Free cash flow is calculated as cash flows from operating activities (also referred to as cash flow from operations) less capital expenditures, plus proceeds from CHIPS Act incentives.
We believe that free cash flow and the associated ratios provide insight into our liquidity, our cash-generating capability and the amount of cash potentially available to return to shareholders, as well as insight into our financial performance. These non-GAAP measures are supplemental to the comparable GAAP measures.
Reconciliation to the most directly comparable GAAP measures is provided in the table below.
For 12 Months Ended
September 30,
20262025Change
Cash flow from operations (GAAP) *$9,896 $6,897 43 %
Capital expenditures(2,578)(4,817)
Proceeds from CHIPS Act incentives1,104 335 
Free cash flow (non-GAAP)$8,422 $2,415 249 %
Revenue$20,766 $17,266 
Cash flow from operations as a percentage of revenue (GAAP)47.7 %39.9 %
Free cash flow as a percentage of revenue (non-GAAP)40.6 %14.0 %
*Includes cash benefits of $469 million and $302 million from the CHIPS Act ITC used to reduce income taxes payable for the twelve months ended September 30, 2026 and 2025, respectively.
24


ITEM 4. Controls and procedures
An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that those disclosure controls and procedures were effective. In addition, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
25


PART II – OTHER INFORMATION
ITEM 1. Legal proceedings
Information with respect to legal proceedings can be found in Note 8 to the financial statements.
Pursuant to SEC regulation, we have elected to use a disclosure threshold of $1 million in monetary sanctions for environmental proceedings involving a governmental authority.
ITEM 1A. Risk factors
Information concerning our risk factors is contained in Item 1A of our Form 10-K for the year ended December 31, 2025, and is incorporated by reference herein.
ITEM 2. Unregistered sales of equity securities and use of proceeds
The following table contains information regarding our purchases of our common stock during the quarter.
ISSUER PURCHASES OF EQUITY SECURITIES
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
July 1 - 31, 202611,900 $277.29 11,900 $18.60 billion
August 1 - 31, 202684,882 272.06 84,882 18.58 billion
September 1 - 30, 202687,088 265.20 87,088 18.56 billion (b)
Total183,870 183,870 

(a)All open-market purchases during the quarter were made under the authorizations from our board of directors to purchase up to $12.0 billion and $15.0 billion of additional shares of TI common stock announced September 20, 2018, and September 15, 2022, respectively. No expiration date has been specified for these authorizations.

(b)As of September 30, 2026, this amount consisted of the remaining portion of the $12.0 billion authorized in September 2018 and the $15.0 billion authorized in September 2022.
26


ITEM 6. Exhibits
 
Designation of Exhibits in This ReportDescription of Exhibit
3(a)
3(b)
10(a)
31(a)
31(b)
32(a)
32(b)
101.insXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†
101.defXBRL Taxonomy Extension Definition Linkbase Document.†
101.schXBRL Taxonomy Extension Schema Document.†
101.calXBRL Taxonomy Extension Calculation Linkbase Document.†
101.labXBRL Taxonomy Extension Label Linkbase Document.†
101.preXBRL Taxonomy Extension Presentation Linkbase Document.†
104Cover Page Interactive Data File (embedded within the Inline XBRL document).†
† Filed or furnished herewith.

27


Notice regarding forward-looking statements
This report 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.
28


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 report are made only as of the date of this report, 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.
29


SIGNATURE
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, thereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By:/s/Julie Knecht
Julie Knecht, Senior Vice President and Chief Financial Officer
Date: October 23, 2026

Document
Exhibit 10(a)
Separation Agreement and General Release1
This Separation Agreement and General Release (“Agreement”) is entered into between Texas Instruments Incorporated (“TI”) and [executive officer name] ("Employee”), sometimes referred to collectively herein as the “parties.”
This Agreement is offered to employees above a certain job grade level, including executive officers, at TI’s discretion.
This Agreement is made in consideration of the parties’ mutual desire to amicably terminate their employment relationship and the parties’ recognition of TI’s need to protect its legitimate business interests including its confidential information and trade secrets, business strategies, reputation, market share, business relationships, employee information, customer information and goodwill. In consideration of the mutual promises set out in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, TI and Employee agree as follows:
1.TI Promises
In exchange for the promises contained in this Agreement and release of claims as set forth below, TI will provide Employee the following:
a.LOAs. If Employee accepts this Agreement (and does not revoke that acceptance), Employee will be placed on a paid leave of absence for one year (“Paid LOA”) beginning [Job Release Date + 1 day] and ending on [1 year after Job Release Date]. Employee will then be placed on an unpaid bridge-to-retirement leave of absence (the “Bridge LOA,” together with the Paid LOA, the “LOAs”) until Employee’s 55th birthday. Employee will remain an employee of TI during the LOAs and, at the conclusion of the LOAs, Employee will terminate from employment with TI.
b.Payments During Paid LOA. During the Paid LOA, TI will pay Employee separation pay at the rate of Employee’s current base salary, less applicable withholdings, on TI’s regular payroll dates. This separation pay is not considered eligible earnings for purposes of any TI pension, profit sharing, 401(k) savings, and/or deferred compensation plans. TI shall make the payments to Employee during the Paid LOA by direct deposit and shall mail the paystubs for each payment to the home address Employee has on file with TI. Each salary payment Employee receives during the Paid LOA will be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), with the first payment being made on the first scheduled payroll date following the beginning of the Paid LOA and the last payment being made on the first payroll date occurring on or after the end of the Paid LOA.
1 This form agreement may be modified as needed to comply with local law or individualized circumstances. Nothing in this Agreement or any other policy or agreement applicable to Employee is intended to, or shall, waive or interfere with Employee’s legal rights or obligations.
1

Exhibit 10(a)
c.Benefits Continued During LOAs. During the LOAs, Employee will continue to be eligible for participation in certain of TI’s benefit programs (provided that Employee was participating in such programs as of the beginning of the LOAs), including: (i) medical insurance (including the employee assistance program); (ii) dental insurance; (iii) vision insurance; (iv) life insurance; and (v) accidental death and dismemberment insurance. Employee’s coverage and payroll deductions for premium contributions will continue under the active plans and premium rate structure during the Paid LOA, and Employee will be billed for premiums under the active plans during the Bridge LOA. Benefits will be provided under TI’s then-current plans, and TI reserves the right to modify or discontinue any or all of its benefit plans at any time, and to increase premiums for plan participants. Employee’s eligibility and deductions for 401(k) loans, ESPP (current offering only), Health Savings Account, Health Care Spending Account, Dental and Vision Spending Account and Dependent Daycare Spending Account will continue during the Paid LOA. While on the LOAs, Employee may change benefit program elections during any enrollment period or as a result of a change in status as permitted by the associated TI plans and policies. To the extent any benefits received by Employee during the LOAs are taxable to Employee, such benefits shall, for purposes of Section 409A, be provided as separate monthly in-kind payments, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.
d.Benefits Discontinued During LOAs. The following benefits will terminate at the beginning of the Paid LOA: (i) Time Bank accrual; and (ii) coverage/participation, deductions and benefit payments for disability benefits under the Disability Benefit Plan of Texas Instruments Incorporated (the “Disability Plan”). There will be no deductions from separation pay for elected contributions for 401(k) savings and/or deferred compensation plans; however, if any eligible earnings are paid after the start of the Paid LOA (such as profit sharing), they will be subject to any deduction elections in effect at the time of payment under TI’s 401(k) savings and/or deferred compensation plans.
e.Outplacement Services. TI will provide Employee with outplacement consulting services through [contact information], beginning on or before the start of the Paid LOA and continuing for one year.
2

Exhibit 10(a)
f.Educational Assistance. In consideration of Employee’s acceptance of this Agreement, Employee will also be eligible for up to $6,000 reimbursement (less applicable taxes and withholdings) for education courses (classes or training) by legitimate providers in potential career areas. To be eligible for reimbursement for a course, the course must be completed within 24 months of beginning the Paid LOA. Reimbursement covers tuition for the course and course-related books and fees, but not meals, travel, lodging, computers or other needed equipment or software. To receive reimbursement for a particular course, Employee must provide to the HR Service Center a course completion notice and receipts for all course-related books and fees no later than 60 days after completion of the course. Documents can be mailed, faxed or emailed to: [insert contact information]. TI shall reimburse Employee for eligible educational assistance expenses within 30 days of the HR Service Center’s receipt of a course completion notice and receipts for course-related books and fees.
g.Profit Sharing. In consideration of Employee’s acceptance of this Agreement, if Employee has any eligible earnings in the plan year in which Employee terminates from employment, and if profit sharing is paid out for that plan year under the TI Employees Cash Profit Sharing Plan (“Profit Sharing Plan”), Employee will receive a profit sharing payment on Employee’s eligible earnings, even if Employee’s termination from employment occurs before the last calendar day of the plan year (December 31). The terms of the Profit Sharing Plan shall govern any profit sharing payout.
h.Stock Options and Restricted Stock Units. Acceptance of this Agreement will result in an extended exercise period for stock options that are vested on Employee’s termination date. The extended exercise period will be 12 months after the date of termination, unless the full term of the option expires during that 12-month period, in which case the extended exercise period will last until that expiration date. If the retirement eligibility requirements are met under the stock option plan, a longer exercise period may apply, regardless of whether Employee accepts the Agreement. Except as to the extended exercise period for stock options described in this paragraph, the terms and conditions of any stock option grants and restricted stock unit award agreements provided to Employee remain in full force and effect and the terms and conditions of TI’s equity plans shall continue to govern Employee’s rights and obligations, if any, with respect to TI stock options and restricted stock units.
3

Exhibit 10(a)
i.Indemnity. In the event Employee is named as a party in any lawsuit or other legal claim or action arising from Employee’s actions as an active employee of TI, TI will indemnify Employee, so long as Employee’s actions have been consistent with Employee’s employment by TI and have not been outside the scope of Employee’s employment or would breach any contractual agreement with TI. Such indemnity shall include, but not be limited to, Employee reasonable attorneys’ fees and related expenses incurred by Employee. Employee will receive the full benefit of any D&O insurance coverage and fiduciary insurance coverage to which Employee is entitled as a result of Employee’s employment by TI, to the extent provided by the terms of such coverage. Notwithstanding the foregoing, TI shall not be obligated to indemnify Employee for any claim asserting breach of this Agreement.
Except as specifically set forth herein, TI will not provide additional grants of stock options, restricted stock units, bonuses, or other contingent or discretionary benefits or income that TI might have provided if Employee was an active employee.
2.Employee’s Promises
In consideration of the promises contained in this Agreement, Employee agrees as follows:
a.No Reinstatement. Employee will not be reinstated or seek to be reinstated or reemployed by TI following the beginning of Employee’s Paid LOA.
4

Exhibit 10(a)
b.Waiver and Release of Claims. Employee, on behalf of Employee’s self and Employee’s heirs, legal representatives, beneficiaries, successors and assigns, hereby irrevocably, knowingly, and unconditionally releases, acquits and forever discharges TI, its subsidiaries, affiliates, divisions, predecessors, successors and assigns, and its and their past and present officers, directors, executives, employees, agents, insurers, shareholders, trustees, joint venturers, attorneys, and partners, (collectively, the "TI Released Parties"), in their individual and/or corporate capacities, from any and all claims, liabilities, promises, actions, damages and the like, in law or equity, known or unknown, asserted or unasserted, arising prior to or existing at the time of the execution of this Agreement which Employee had, now has or may have had against any of the TI Released Parties, including but not limited to: any claims for a violation of any federal, state, or local law, ruling, or regulation, including but not limited to all claims Employee may have under the Uniformed Services Employment and Reemployment Right Act or the Age Discrimination in Employment Act of 1967, as amended; any claims for breach of contract or based on tort; any claims for severance or termination payments; and any claims related to Employee’s employment or termination from employment with TI, including, without limitation, claims of discrimination on the basis of any protected class or retaliation. Employee waives and releases any and all claims that the restrictions on Employee’s post-employment conduct provided for in paragraphs 2(e), 2(h), 2(i) or 2(j) are unreasonable or unenforceable as written, and covenants not to sue or otherwise assert any legal claim or defense contrary to the foregoing. Employee agrees that Employee is waiving the right to recover any damages that might be obtained on Employee’s behalf, including in any class or collective action, for any claim released in this Agreement. Employee hereby acknowledges and understands that this is a general release, which means that by signing this Agreement, Employee is waiving and giving up all claims Employee may have against the TI Released Parties, except as provided in the paragraph below.
c.Rights and Claims Not Waived or Released. This Agreement does not waive or release any rights or claims that Employee may have under TI's benefit or welfare plans; rights or claims that Employee may have under the workers' compensation laws for benefits for compensable injuries resulting from Employee’s employment with TI; rights or claims under COBRA; rights or claims for unemployment compensation; rights or claims to defense and indemnification, if any, from TI for any actions taken by Employee in the course and scope of employment with TI; rights or claims that may not be released as a matter of law; and/or rights or claims arising under or to enforce the terms of this Agreement. Nothing in this Agreement or any other policy or agreement applicable to Employee is intended to, or shall, waive or interfere with Employee’s rights under any employment, labor, or whistleblower law to file a charge or complaint with, provide documents or other information to, or participate in any investigation or proceeding conducted by an appropriate government agency charged with enforcing such law (including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, and the Securities and Exchange Commission), or require notification to TI of any such filing, communication or participation.
5

Exhibit 10(a)
d.General Release and Section 1542 Waiver. Employee understands that there is a risk that subsequent to the execution of this Agreement, Employee may discover facts different from or in addition to the facts which Employee now knows. Employee understands that the release herein shall be, and remain in effect as, a full and complete general release, notwithstanding the discovery of different or additional facts. Employee expressly waives all rights under section 1542 of the Civil Code of the State of California, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
e.Ongoing Obligations of Confidentiality, Non-Competition, and Non-Solicitation. Employee acknowledges that Employee has received confidential and proprietary information of TI and agrees that any use or disclosure of such information to any person or entity would be a violation of the terms of this Agreement. Employee understands that Employee continues to be bound by the terms of any agreements Employee has entered with TI regarding confidential information, trade secrets, and/or assignment of inventions (including, but not limited to, the Employee Trade Secret Information Acknowledgement and the Assignment of Inventions and Company Information Agreement). Further, Employee acknowledges that the terms of any stock option grants and restricted stock unit award agreements provided to Employee continue in full force and effect including, without limitation, provisions relating to non-competition, non-solicitation of TI employees and customers, and non-disclosure of confidential TI and TI customer information, recognizing and understanding that the obligations and remedies contained in those agreements survive the execution of this Agreement.
f.Confidentiality, This Agreement. Except as otherwise expressly provided in this Agreement, Employee agrees not to publicize or disclose the terms of this Agreement or the circumstances surrounding Employee’s separation from TI, except for disclosures to Employee’s spouse, Employee’s attorneys and financial advisors (who agree in connection with any disclosure to treat such information as confidential), disclosures required or related to accounting or tax matters or as otherwise required by law or by direction of a court or validly-issued subpoena; provided, however, in conjunction with any new employment, Employee may make a prospective or new employer aware that Employee is bound by certain obligations to TI.
g.Non-Disparagement. Employee agrees not to make any disparaging remarks regarding any of the TI Released Parties or otherwise take any action that reasonably could be anticipated to cause damage to the reputation, goodwill, or business of any of the TI Released Parties, or otherwise make remarks that may reflect negatively upon any of the TI Released Parties; provided, however, nothing shall restrict Employee from responding or testifying truthfully to a validly-issued subpoena or court order, or as otherwise required by law.
6

Exhibit 10(a)
h.Non-Competition. Employee agrees that during the term of Employee’s Paid LOA, and for a one-year period thereafter (the “Restricted Period”) and in the Restricted Geographic Area, Employee will not, without the prior written approval of the General Counsel of TI, accept a position (including as an employee or consultant) with a business that competes with the Company, including: (i) on a board of directors; (ii) in the same or similar role Employee performed for the Company; and/or (iii) in any other role where Employee’s use or disclosure of the Company’s confidential information and trade secrets could be used by the business to unfairly compete with the Company. “Restricted Geographic Area” means anywhere Employee: (A) had Material Responsibilities or performed services on behalf of the Company; (B) solicited Company customers or otherwise sold products or services on behalf of the Company; and/or (C) where Employee performed Material Responsibilities that are not geographically limited to any territory but Employee’s knowledge of the Company’s confidential information and trade secrets could be used to unfairly compete with or undermine the Company’s legitimate business interests, the Restricted Geographic Area is anywhere the Company does business. “Material Responsibilities” mean the primary job duties and responsibilities Employee performed for the Company, including in connection with supervising others.
i.Non-Solicitation. Employee agrees that during the Restricted Period, unless Employee receives prior written approval from the General Counsel of TI, Employee will not directly or indirectly hire, employ, solicit for employment, attempt to solicit for employment, or advise about changing employment, any person who is then (or was within the preceding six months) an employee of TI or any of its divisions or subsidiaries if Employee had business contact with or knowledge of the TI employee as a result of Employee’s employment with TI.
j.TI Property. Employee agrees not to remove any of TI's property from TI premises and, before the start of the Paid LOA, to return all tangible and intangible property belonging to TI and relating to Employee’s employment with TI, including, but not limited to, company financial information, customer contact information, customer lists, mailing lists, business strategies, account information, samples, prototypes, product development information, product attributes or deficiencies, manufacturing techniques, roadmaps, price lists, and cost and pricing information. Employee also agrees to return any and all computer and electronic equipment, tablets, phones, electronic storage devices, credit cards, entry cards, identification badges, and keys provided by TI. Employee further represents and warrants that Employee has not retained any copies, electronic or otherwise, of documents or other information related to TI's management, business operations, or customers and that Employee will not use any such information for any purpose outside of TI.
7

Exhibit 10(a)
k.Cooperation. Employee agrees that Employee will provide reasonable assistance to, and will cooperate with, TI (and government agencies, if requested by such agency) in connection with any litigation, arbitration, investigations, governmental inquiries, or judicial or non-judicial administrative proceedings or other action that may exist or may subsequently arise regarding events about which Employee has knowledge and/or that may pertain to Employee or Employee’s conduct, subject to reimbursement of Employee’s reasonable out-of-pocket expenses such as travel, meals, or lodging. Should Employee receive a subpoena or notice of claim, dispute or proceeding relating to TI, Employee shall promptly send a written copy of such to TI’s General Counsel, unless notice to TI is prohibited by law or prohibited under the terms of the subpoena or notice of claim or is part of an investigation by a state or federal law enforcement agency.
l.Prior agreements, expatriate assignments. Employee acknowledges that Employee continues to be bound by the terms of any policies and agreements Employee has entered with TI regarding expatriate assignments, including those regarding tax equalization.
m.Trading Restrictions. Once Employee is no longer an officer of TI, Employee will no longer be subject to trading restrictions on TI stock as contemplated in TI SP&P 11-04-02, except that (i) Employee will not engage in transactions in TI stock while in possession of material nonpublic information or pass on such information to any third party, and (ii) for the duration of the Paid LOA, Employee will not engage in short sales of TI stock or trade in “puts,” “calls,” or other option hedging techniques on TI stock.
n.Breach of Agreement. If Employee breaches Employee’s promises or obligations set forth in this Agreement or any other contractual obligation to TI, (i) Employee’s Paid LOA and any outstanding obligations of TI under this Agreement will immediately terminate, and (ii) upon demand by TI, Employee shall return to TI all payments made to or on behalf of Employee under the terms of the Agreement, and TI may seek all other applicable remedies for breach of contract.
o.Threatened Breach Suspension. In the event that TI has a reasonable belief that Employee has engaged in conduct that is a breach, or threatens to breach, Employee’s obligations to TI under this Agreement or any other contract with TI, TI will have the right to suspend any payments otherwise due and owing to Employee under this Agreement until there is a final resolution of such breach or threatened breach through legal action or agreement of the parties.
8

Exhibit 10(a)
3.General Provisions
a.Severability. The parties agree that the provisions of this Agreement are severable. If any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provisions in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
b.Entire Agreement; Modifications. This Agreement sets forth the entire agreement between Employee and TI and, except as specifically set forth herein, supersedes any and all prior oral or written agreements or understandings between Employee and TI concerning the subject matter of this Agreement. This Agreement may not be altered, amended, waived or modified, except by a further written document signed by the party against whom the same is sought to be enforced. Notwithstanding the foregoing, the parties agree that this Agreement may be changed or modified by TI without Employee's consent or signature, if TI determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A and any regulations or other guidance issued thereunder, if TI determines that a restriction placed upon Employee should be rescinded or reduced in scope (such as time, scope of activity, or geographical area covered), or otherwise to comply with any law.
c.Section 409A. This Agreement is intended to be exempt from and/or comply with and shall be interpreted in accordance with the requirements of Section 409A and any regulations or guidance issued thereunder or, if applicable, the requirements of any exceptions to Section 409A. The payments contemplated by Sections 1(b) through 1(d) are intended to comply with Treas. Regs. Section 1.409A-1(b)(9) and 1.409A-1(b)(4) to the maximum extent possible, respectively, and shall be administered in accordance with this intention. Notwithstanding anything herein to the contrary, in the event Employee constitutes a “specified employee” under Section 409A, no payment of any amount that constitutes a “deferral of compensation” under Section 409A (i.e., that is not otherwise exempted from coverage under Section 409A) shall be made within six months following the date Employee incurs a “separation from service” to the extent required under Section 409A.
9

Exhibit 10(a)
d.Assignment. Neither TI nor Employee may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that TI may assign its rights under this Agreement without the consent of Employee in the event that either TI shall hereafter effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon TI and Employee, their respective successors, executors, administrators, heirs and permitted assigns.
e.No Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
f.Choice of Law, Jurisdiction, and Venue. The parties agree this Agreement and claims related to or arising from it will be, in all respects, be interpreted, enforced, and governed by the laws of the State of Texas. Any claim that may be pursued in a court of law arising from or related to this Agreement shall be litigated in a court of proper subject matter jurisdiction located in Texas (a “Chosen Court”), and the parties consent to the exercise of personal jurisdiction by such Chosen Court over them and waive any and all objections to the location of such courts whether based on convenience, cost, location or witnesses or evidence, or otherwise. Notwithstanding the foregoing, in the event that a Chosen Court will not accept jurisdiction over the parties, then litigation may be pursued in a court of otherwise applicable jurisdiction.
g.Signature. This Agreement may be signed in counterparts, each of which shall be deemed an original, but each of which, taken together, shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail shall have the same effect as the original signature.
h.Headings. The section headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provisions hereof.
4.Employee’s Process Acknowledgements
Employee acknowledges that Employee has carefully read and understands all the provisions of this Agreement and that Employee is knowingly and voluntarily entering into it. Employee also acknowledges specifically as follows:
a.TI advises that Employee consult an attorney for the purpose of receiving information regarding the effect of signing this Agreement and the release contained herein.
10

Exhibit 10(a)
b.Employee has been given at least twenty-one (21) days to consider accepting the terms of this Agreement, specifically until [Job Release Date]. If Employee decides to accept the Agreement, the signed and dated Agreement must be returned to [contact information] at any time on or before this date. The offer of this Agreement will expire if not signed and returned by [Job Release Date].
c.Employee may revoke this Agreement within seven (7) days of signing it by delivering a written notice of revocation to [contact information], and if Employee revokes this Agreement, it will not be effective or enforceable, and Employee will not receive the benefits described above.
5. Notice Provisions
Any and all notices and other information to be given by one party to the other under this agreement shall be deemed sufficiently given when sent by: (i) nationally recognized overnight courier; (ii) hand delivery; or (iii) email, so long as receipt of the email is confirmed by a response from the recipient, in each case addressed to the parties as follows:
If to TI:
[insert contact information]
If to Employee:
[insert contact information]
The aforementioned contact information of either party may be changed at any time by giving five (5) business days prior written notice to the other party in accordance with the foregoing.


EXECUTED this _______ day of ________________________ 20___.


Employee:______________________________________



Texas Instruments Incorporated


By:____________________________________________
11
Document

Exhibit 31(a)
CERTIFICATIONS
I, Haviv Ilan, certify that:
1.I have reviewed this report on Form 10-Q of Texas Instruments Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 23, 2026
 
/s/ Haviv Ilan
Haviv Ilan
Chairman, President and
Chief Executive Officer


Document

Exhibit 31(b)
CERTIFICATIONS
I, Julie Knecht, certify that:
1.I have reviewed this report on Form 10-Q of Texas Instruments Incorporated;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 23, 2026
 
/s/ Julie Knecht
Julie Knecht
Senior Vice President and
Chief Financial Officer


Document

Exhibit 32(a)
Certification of Periodic Report
Pursuant to 18 U.S.C. Section 1350 
For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Haviv Ilan, Chairman, President and Chief Executive Officer of Texas Instruments Incorporated (the “Company”), hereby certifies that, to his knowledge:
(i) the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:  October 23, 2026
 
/s/ Haviv Ilan
Haviv Ilan
Chairman, President and
Chief Executive Officer


Document

Exhibit 32(b)
Certification of Periodic Report
Pursuant to 18 U.S.C. Section 1350
For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Julie Knecht, Senior Vice President and Chief Financial Officer of Texas Instruments Incorporated (the “Company”), hereby certifies that, to his knowledge:
(i) the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 23, 2026
 
/s/ Julie Knecht
Julie Knecht
Senior Vice President and
Chief Financial Officer