UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 22, 2026

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in charter)

Delaware	001-03761	75-0289970	
(State or other jurisdiction	(Commission		(I.R.S. employer	
of incorporation)	file number)	identification no.)	
		12500 TI Boulevard			
		Dallas, Texas 75243			
		(Address of principal executive offices)			
		Registrant’s telephone number, including area code: (214) 479-3773			

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:					
Title of each class			Trading	Name of each exchange on which registered		
			Symbol(s)				
Common Stock, par value $1.00	TXN	The Nasdaq Global Select Market		

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. Results of Operations and Financial Condition

The Registrant’s news release dated July 22, 2026, regarding its second-quarter results of operations and financial condition is attached hereto as Exhibit 99.

The attached news release includes references to the following financial measures that were not prepared in accordance with generally accepted accounting principles in the United States (non-GAAP measures): free cash flow and ratios based on free cash flow. The company believes these non-GAAP measures provide insight into its liquidity, cash generating capability and the amount of cash potentially available to return to shareholders, as well as insight into its financial performance. These non -GAAP measures are supplemental to the comparable GAAP measures. Reconciliation to the most directly comparable GAAP measures is included in the “Non-GAAP financial information” section of the news release.

ITEM 9.01. Exhibits

Designation
of Exhibit
in this

Report	Description of Exhibit

99	Registrant’s News Release

Dated July 22, 2026 (furnished pursuant to Item 2.02)

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEXAS INSTRUMENTS INCORPORATED

Date: July 22, 2026	By:	/s/ Rafael R. Lizardi

Rafael R. Lizardi

Senior Vice President and

Chief Financial Officer

Exhibit 99

TI reports second quarter 2026 financial results and shareholder returns

Conference call at 3:30 p.m. Central time today on ti.com/ir

DALLAS (July 22, 2026) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today reported second quarter revenue of $5.46 billion, net income of $1.98 billion and earnings per share of $2.14. Earnings per share included a 5-cent benefit that was not in the company's original guidance.

Regarding the company's performance and returns to shareholders, Haviv Ilan, TI's chairman, president and CEO, made the following comments:

•	"Revenue increased 13% sequentially and 23% from the same quarter a year ago with broad growth led by industrial, data center and automotive.

•	"Our cash flow from operations of $8.7 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 $6.5 billion.

•	"Over the past 12 months we invested $3.9 billion in R&D and SG&A, invested $3.3 billion in capital expenditures and returned $5.8 billion to owners.

•	"TI's third quarter outlook is for revenue in the range of $5.65 billion to $6.15 billion and earnings per share between $2.23 and $2.57."

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Free cash flow, a non-GAAP financial measure, is cash flow from operations less capital expenditures, plus proceeds from U.S. CHIPS and Science Act (CHIPS Act) incentives.

Earnings summary																							
													Q2 2026					Q2 2025			Change		
(In millions, except per-share amounts)																				
Revenue								$	5,463	$	4,448					23 %		
Operating profit								$	2,310	$	1,563					48 %		
Net income								$	1,980	$	1,295					53 %		
Earnings per share								$	2.14	$	1.41					52 %		
Cash generation																							
																Trailing 12 Months			
(In millions)			Q2 2026							Q2 2026						Q2 2025		Change		
Cash flow from operations	$		2,703	$				8,667		$	6,439					35 %		
Free cash flow	$		2,738	$				6,534		$	1,763					271 %		
Free cash flow % of revenue										33.6 %						10.6 %						
Cash return																							
																		Trailing 12 Months			
(In millions)			Q2 2026							Q2 2026					Q2 2025			Change		
Dividends paid	$	1,295		$	5,112	$	4,900					4 %		
Stock repurchases	$		27		$	707	$	1,810					(61)%		
Total cash returned	$	1,322		$	5,819	$	6,710					(13)%		

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES						
Consolidated Statements of Income			For Three Months Ended		
			June 30,			
(In millions, except per-share amounts)		2026			2025		
Revenue	$	5,463		$	4,448		
Cost of revenue (COR)		2,111			1,873		
Gross profit		3,352			2,575		
Research and development (R&D)		535			527		
Selling, general and administrative (SG&A)		490			485		
Acquisition charges		17			—		
Operating profit		2,310			1,563		
Other income (expense), net (OI&E)		69			48		
Interest and debt expense		141			133		
Income before income taxes		2,238			1,478		
Provision for income taxes		258			183		
Net income	$	1,980		$	1,295		

Diluted earnings per common share	$	2.14		$	1.41		

Average shares outstanding:							
Basic		912			908		
Diluted							
		920			912		

Cash dividends declared per common share	$	1.42		$	1.36		
Supplemental Information							
							
(Quarterly, except as noted)							
Provision for income taxes is based on the following:							
Operating taxes (calculated using the estimated annual effective tax rate)	$	309		$	199		
Discrete tax items		(51)			(16)		
Provision for income taxes (effective taxes)	$	258		$	183		

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	$	1,980		$	1,295	
Income allocated to RSUs		(11)			(7)	
Income allocated to common stock for diluted EPS	$	1,969		$	1,288	

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES					
Consolidated Balance Sheets			June 30,		
(In millions, except par value)		2026			2025	
Assets						
Current assets:						
Cash and cash equivalents	$	3,660		$	3,044	
Short-term investments		3,341			2,315	
Accounts receivable, net of allowances of ($22) and ($24)		2,520			1,934	
Raw materials		467			402	
Work in process		2,407			2,429	
Finished goods		1,731			1,981	
Inventories		4,605			4,812	
Prepaid expenses and other current assets		1,631			2,379	
Total current assets		15,757			14,484	
Property, plant and equipment at cost		17,856			16,878	
Accumulated depreciation		(5,945)			(4,557)	
Property, plant and equipment		11,911			12,321	
Goodwill		4,330			4,362	
Deferred tax assets		1,017			1,096	
Capitalized software licenses		314			248	
Overfunded retirement plans		316			253	
Other long-term assets		2,237			2,169	
Total assets	$	35,882		$	34,933	

Liabilities and stockholders' equity						
Current liabilities:						
Current portion of long-term debt	$	1,149		$	—	
Accounts payable		680			881	
Accrued compensation		536			595	
Income taxes payable		70			53	
Accrued expenses and other liabilities		809			963	
Total current liabilities		3,244			2,492	
Long-term debt		12,903			14,043	
Underfunded retirement plans		123			122	
Deferred tax liabilities		55			63	
Other long-term liabilities		1,550			1,810	
Total liabilities		17,875			18,530	
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 capital		5,129			4,245	
Retained earnings		53,161			52,249	
Treasury common stock at cost						
Shares: June 30, 2026 – 828; June 30, 2025 – 832		(41,941)			(41,676)	
Accumulated other comprehensive income (loss), net of taxes (AOCI)		(83)			(156)	
Total stockholders' equity		18,007			16,403	
Total liabilities and stockholders' equity	$	35,882		$	34,933	

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES						
Consolidated Statements of Cash Flows			For Three Months Ended		
			June 30,			
(In millions)		2026			2025		
Cash flows from operating activities							
Net income	$	1,980		$	1,295		
Adjustments to net income:							
Depreciation		547			460		
Amortization of capitalized software		21			21		
Stock compensation		127			129		
Gains on sales of assets		(8)			—		
Deferred taxes		(62)			(50)		
Increase (decrease) from changes in:							
Accounts receivable		(275)			(74)		
Inventories		90			(125)		
Prepaid expenses and other current assets		2			(9)		
Accounts payable and accrued expenses		101			92		
Accrued compensation		142			172		
Income taxes payable		(14)			(71)		
Changes in funded status of retirement plans		3			(18)		
Other		49			38		
Cash flows from operating activities		2,703			1,860		
								
Cash flows from investing activities							
Capital expenditures		(514)			(1,305)		
Proceeds from CHIPS Act incentives		549			—		
Proceeds from asset sales		32			—		
Purchases of short-term investments		(2,407)			(1,192)		
Proceeds from short-term investments		636			1,131		
Other		2			31		
Cash flows from investing activities		(1,702)			(1,335)		
								
Cash flows from financing activities							
Proceeds from issuance of long-term debt		—		1,199		
Dividends paid		(1,295)			(1,235)		
Stock repurchases		(27)			(302)		
Proceeds from common stock transactions		445			115		
Other		(13)			(21)		
Cash flows from financing activities		(890)			(244)		
								
Net change in cash and cash equivalents		111			281		
Cash and cash equivalents at beginning of period		3,549			2,763		
Cash and cash equivalents at end of period	$	3,660		$	3,044		

Supplemental cash flow information							
Investment tax credit (ITC) used to reduce income taxes payable	$	301		$	203		
Proceeds from CHIPS Act incentives		549			—		
Total cash benefit related to the CHIPS Act	$	850		$	203		

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Segment results								
(In millions)			Q2 2026		Q2 2025	Change	
Analog:								
Revenue	$	4,365		$	3,452		26 %	
Operating profit	$	1,992		$	1,325		50 %	
Embedded Processing:								
Revenue	$	788		$	679		16 %	
Operating profit	$	168		$	85		98 %	
Other:								
Revenue	$	310		$	317		(2)%	
Operating profit *	$	150		$	153		(2)%	

* Includes Acquisition charges

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Non-GAAP financial information

This release includes references to free cash flow and ratios based on that measure. These are financial measures that were not prepared in accordance with 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 Three			For 12					
					Months					
	Months Ended				Ended					
		June 30,			June 30,					
(In millions)		2026				2026				2025		Change		
Cash flow from operations (GAAP) *	$	2,703			$	8,667	$	6,439	35 %		
Capital expenditures		(514)				(3,312)			(4,936)				
Proceeds from CHIPS Act incentives		549				1,179				260				
Free cash flow (non-GAAP)	$	2,738			$	6,534	$	1,763	271 %		
														
Revenue					$	19,453	$	16,675				

Cash flow from operations as a percentage of revenue	44.6%	38.6%		
(GAAP)				
Free cash flow as a percentage of revenue (non-GAAP)	33.6%	10.6%		

*	Includes cash benefits of $301 million, $433 million and $479 million from the CHIPS Act ITC used to reduce income taxes payable for the three months ended June 30, 2026, and the twelve months ended June 30, 2026 and 2025, respectively.

This release also includes references to operating taxes, a non-GAAP term we use to describe taxes calculated using the estimated annual effective tax rate, a GAAP measure that by definition does not include discrete tax items. We believe the term operating taxes helps to differentiate from effective taxes, which include discrete tax items.

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Notice regarding forward-looking statements

This release 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.

For a more detailed discussion of these factors, see the Risk factors discussion in Item 1A of TI's most recent Form 10-K. The forward-looking statements included in this release are made only as of the date of this release, 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.

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About Texas Instruments

Texas Instruments Incorporated (Nasdaq: TXN) is a global semiconductor company that designs, manufactures and sells analog and embedded processing chips for markets such as industrial, automotive, data center, personal electronics and communications equipment. At our core, we have a passion to create a better world by making electronics more affordable through semiconductors. This passion is alive today as each generation of innovation builds upon the last to make our technology more reliable, more affordable and lower power, making it possible for semiconductors to go into electronics everywhere. Learn more at TI.com.

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