UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
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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).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events |
Issuance of $1,200,000,000 of Notes
On May 23, 2025, Texas Instruments Incorporated (“Texas Instruments”) consummated the issuance and sale of $550,000,000 aggregate principal amount of its 4.500% Notes due 2030 (the “2030 Notes”) and $650,000,000 aggregate principal amount of its 5.100% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”), pursuant to an underwriting agreement filed herewith as Exhibit 1.1 dated May 20, 2025 among Texas Instruments and Barclays Capital Inc., Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as underwriters. The Notes were issued pursuant to an Indenture dated as of May 23, 2011 (the “Indenture”) between Texas Instruments and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, and an Officers’ Certificate issued pursuant thereto.
The Notes were offered pursuant to Texas Instruments’ Registration Statement on Form S-3 filed on February 14, 2025 (Reg. No. 333-284977), including the prospectus contained therein, and a related preliminary prospectus supplement dated May 20, 2025 and a prospectus supplement dated May 20, 2025.
The material terms and conditions of the Notes are set forth in the Indenture filed as Exhibit 4.2 to the Current Report of Texas Instruments on Form 8-K dated May 23, 2011 and the Officers’ Certificate filed herewith as Exhibit 4.1 and incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated May 20, 2025 among Texas Instruments Incorporated and Barclays Capital Inc., Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. | |
| 4.1 | Officers’ Certificate setting forth the terms of the Notes | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: May 23, 2025 | By: | /s/ Rafael R. Lizardi | ||||
| Rafael R. Lizardi | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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