Texas Instruments (TXN) 10-K risk factor changes: FY2025 vs FY2024

About 60% of our revenue comes from customers with headquarter locations outside the United [removed: States; revenue from end customers headquartered in China represents about 20% of our revenue.][added: States.]

Certain countries where we [removed: operate] [added: operate, particularly the United States and China,] have experienced, and other countries may experience, geopolitical tensions [added: and administrative measures] that affect global trade and macroeconomic conditions through the [removed: enactment] [added: imposition] of tariffs, [added: including tariffs specific to the products that we sell,] import or export restrictions, trade embargoes and sanctions, restrictions on cross-border investment and other trade [removed: barriers.][added: barriers applicable to the semiconductor industry.]

Geopolitical tensions [removed: may] [added: and administrative measures could limit our access to markets or] impact our ability to deliver products, support customers, [added: purchase or] receive manufacturing equipment or [added: materials, limit our suppliers’ and customers’ access to our products, or] cause customers to seek alternate suppliers, which could adversely affect our operations and financial results.

For example, we may face increased competition as a result of China actively promoting and reshaping its domestic semiconductor industry through policy changes and [removed: investment.][added: investment, which could prevent us from competing effectively.]

Our customers include companies in a wide range of [removed: end] markets and sectors within those markets.

If demand in one or more sectors within our [removed: end] markets declines or the rate of growth slows, our results of operations may be adversely affected.

Additionally, the loss or significant curtailment of purchases by one or more of our large customers, including curtailments due to a change in the design or manufacturing sourcing policies or practices of these customers, the timing of customer or distributor inventory adjustments, changes in demand for customer products, [added: tariffs, export controls] or [added: other] trade [removed: restrictions,] [added: measures,] may adversely affect our results of operations and financial condition.

[removed: Suppliers] [added: Geopolitical tensions are disrupting and reshaping global supply chains, and suppliers] of these items have and might continue to extend lead times, limit supply or increase prices due to factors beyond our control.

We have made and will continue to make [removed: significant] investments in manufacturing [removed: capacity,] [added: capacity consistent with our capital management strategy,] and we might not realize our expected return on those investments.

In addition, it is possible for a customer to recall a product containing a TI part, for [removed: example,] [added: example] with respect to products used in automotive applications or handheld electronics, which may cause us to incur costs and expenses relating to the recall.

Our results of operations could be adversely affected by distributors’ promotion of competing product lines or our distributors’ financial [removed: performance.][added: performance and operations.]

In [removed: 2024, about] [added: 2025, less than] 20% of our revenue was generated from sales of our products through distributors.

Moreover, our results of operations could be affected if our distributors [added: are subject to administrative measures that materially affect their ability to operate or our ability to supply customers with products or if our distributors] suffer financial difficulties that result in their inability to pay amounts owed to us.

With our [removed: planned] capacity expansions, capital expenditures and depreciation have increased.

From time to time, we receive inquiries from government [removed: entities regarding our compliance with laws and regulations, and we] [added: entities, which] could [removed: be subject to related litigation, investigations or] [added: result in] enforcement [removed: activity that can be unpredictable and time-consuming, as well as] [added: actions or litigation leading to potential] disruptions to our operations, or significant fines, penalties or other legal liability.

[removed: Any] [added: As reporting and disclosure requirements evolve, the] failure, or perceived failure, to [removed: achieve stated goals or] meet [removed: stakeholder expectations and] [added: applicable reporting] standards [added: or regulatory expectations] could adversely affect our results of operations and reputation.

A number of factors could cause our tax rate to increase, including [removed: a change] [added: changes] in the jurisdictions in which our profits are earned and taxed; [removed: a change] [added: changes] in the mix of profits from those jurisdictions; changes in available tax credits or deductions, including for amounts relating to stock compensation; changes in applicable tax rates; changes in tariff regulations or surcharges; changes in accounting principles; or adverse resolution of audits by taxing authorities.

In addition, many countries have enacted or begun the process of enacting laws that align with the Organisation for Economic Cooperation and Development’s Base Erosion and Profit Shifting [removed: recommendations.][added: recommendations; application of these laws to U.S.-based multinational corporations remains uncertain.]

Changes in [removed: these] laws and regulations could affect the [removed: locations where we] [added: jurisdictions in which our profits] are [removed: deemed to earn income,] [added: earned and taxed,] which could in turn affect our results of operations.

We may be subject to increased scrutiny from government entities, shareholders and others on how these incentives are [removed: used] [added: earned] and spent.

We maintain bank accounts, a portfolio of investments, access to one or more revolving credit [removed: agreements] [added: facilities] and the ability to issue debt to support the financing needs of the company.

Revenue from end customers headquartered in China represented about 20% of our revenue in 2025, while revenue from products shipped into China represented about 50% of our revenue in 2025.

The semiconductor industry has recently been the focus of increased regulatory activity and scrutiny, which has contributed to variability in global trade conditions and supply chains.

Further, certain key materials used in semiconductor manufacturing are primarily sourced from limited geographies.

Governments have adopted or proposed measures, including export controls on certain minerals, materials and equipment, that could adversely affect equipment and material availability, cost or movement.

These actions, in conjunction with trade tensions, may restrict us from participating in the China market or may prevent us from competing effectively.

Increased focus from government authorities, investors, customers and other key stakeholders on environmental, social and governance (ESG) matters has led to new and more stringent reporting standards and disclosure requirements.

As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, we might have to undertake costly efforts to control, assess and report on ESG metrics.

[removed: (a) A] [added: (a)A] strong foundation of manufacturing and technology that provides lower costs and greater control of our supply chain.

[removed: (b) A] [added: (b)A] broad portfolio of analog and embedded processing products that offers more opportunity per customer and more value for our investments.

[removed: (c) The] [added: (c)The] reach of our market channels that gives access to more customers and more of their design projects, leading to [added: better insight and knowledge of customer needs and] the opportunity to sell more of our products into each [removed: design and gives us better insight and knowledge of customer needs.][added: design.]

[removed: (d) Diversity] [added: (d)Diversity] and longevity of our products, markets and customer positions that provide less single point dependency and longer returns on our investments.

Our results of operations provides details of our financial results for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussion of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management’s discussion and analysis of financial condition and results of operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

We sell our products into [removed: six end] [added: the following] markets: industrial, automotive, [added: data center,] personal [removed: electronics, enterprise systems, communications equipment] [added: electronics] and [removed: other.][added: communications equipment.]

While all of these [removed: end] markets represent good opportunities, we place additional strategic emphasis on designing and selling our products into the [removed: industrial and] [added: industrial,] automotive [added: and data center] markets, which we believe represent the best long-term growth opportunities.

Our cash flow from operations of [removed: $6.32] [added: $7.15] billion underscored the strength of our business model, the quality of our product portfolio and the benefit of 300mm production.

Free cash flow was [removed: $1.50] [added: $2.94] billion and represented [removed: 9.6%] [added: 16.6%] of revenue.

During [removed: 2024,] [added: 2025,] we invested [removed: $3.75] [added: $3.94] billion in R&D and SG&A, invested [removed: $4.82] [added: $4.55] billion in capital expenditures and returned [removed: $5.72] [added: $6.48] billion to shareholders.

Details of financial results – [removed: 2024] [added: 2025] compared with [removed: 2023][added: 2024]

As a percentage of revenue, gross profit decreased to [removed: 58.1%] [added: 57.0%] from [removed: 62.9%.][added: 58.1%.]

Operating expenses (R&D and SG&A) were [removed: $3.75] [added: $3.94] billion compared with [removed: $3.69] [added: $3.75] billion.

[removed: Restructuring charges/other was] [added: During 2024, we recognized] a credit of $124 million primarily due to a gain on the sale of a [removed: property during 2024.][added: property.]

Operating profit was [removed: $5.47] [added: $6.02] billion, or [removed: 34.9%] [added: 34.1%] of revenue, compared with [removed: $7.33] [added: $5.47] billion, or [removed: 41.8%] [added: 34.9%] of revenue.

Other income and expense (OI&E) was [removed: $496] [added: $230] million of income compared with [removed: $440] [added: $496] million of [removed: income, due to interest] income.

Interest and debt expense of [removed: $508] [added: $543] million increased [removed: $155] [added: $35] million due to the issuance of additional long-term debt.

Our provision for income taxes was [removed: $654] [added: $709] million compared with [removed: $908] [added: $654] million.

This decrease was due to lower [removed: income before income taxes.][added: interest income.]

Our effective tax rate, which includes discrete tax items, was [removed: 12.0%] [added: 12.4%] in [removed: 2024] [added: 2025] compared with [removed: 12.2%] [added: 12.0%] in [removed: 2023.][added: 2024.]

Net income was [removed: $4.80] [added: $5.00] billion compared with [removed: $6.51] [added: $4.80] billion.

EPS was [removed: $5.20] [added: $5.45] compared with [removed: $7.07.][added: $5.20.]

Segment results – [removed: 2024] [added: 2025] compared with [removed: 2023][added: 2024]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Revenue | | | $ | [removed: 12,161] [added: 14,006] | | | | | $ | [removed: 13,040] [added: 12,161] | | | | | [removed: (7)] [added: 15] | | % |

| Operating profit | | | [removed: 4,608] [added: 5,412] | | | | | | [removed: 5,821] [added: 4,608] | | | | | | [removed: (21)] [added: 17] | | % |

| Operating profit % of revenue | | | [removed: 37.9] [added: 38.6] | | % | | | | [removed: 44.6] [added: 37.9] | | % | | | | | | |

Operating profit decreased primarily due to [removed: lower revenue and] higher manufacturing [removed: costs.][added: costs and operating expenses, partially offset by higher revenue.]

| Revenue | | | $ | [removed: 2,533] [added: 2,697] | | | | | $ | [removed: 3,368] [added: 2,533] | | | | | [removed: (25)] [added: 6] | | % |

| Operating profit | | | [removed: 352] [added: 304] | | | | | | [removed: 1,008] [added: 352] | | | | | | [removed: (65)] [added: (14)] | | % |

| Operating profit % of revenue | | | [removed: 13.9] [added: 11.3] | | % | | | | [removed: 29.9] [added: 13.9] | | % | | | | | | |

Operating profit [removed: decreased] [added: increased] primarily due to [removed: lower] [added: higher] revenue and associated gross [removed: profit.][added: profit, partially offset by higher operating expenses.]

| Revenue | | | $ | [removed: 947] [added: 979] | | | | | $ | [removed: 1,111] [added: 947] | | | | | [removed: (15)] [added: 3] | | % |

| Operating profit * | | | [removed: 505] [added: 307] | | | | | | [removed: 502] [added: 505] | | | | | | [removed: 1] [added: (39)] | | % |

| Operating profit % of revenue | | | [removed: 53.3] [added: 31.4] | | % | | | | [removed: 45.2] [added: 53.3] | | % | | | | | | |

Other revenue [removed: decreased $164] [added: increased $32] million, and operating profit [removed: increased $3] [added: decreased $198] million.

At the end of [removed: 2024,] [added: 2025,] total cash (cash and cash equivalents plus short-term investments) was [removed: $7.58] [added: $4.88] billion, a decrease of [removed: $995 million] [added: $2.70 billion] from the end of [removed: 2023.][added: 2024.]

Accounts receivable were [removed: $1.72] [added: $1.96] billion, [removed: a decrease] [added: an increase] of [removed: $68] [added: $244] million compared with the end of [removed: 2023.][added: 2024.]

Days sales outstanding at the end of [removed: 2024 and 2023] [added: 2025] were [removed: 39.][added: 40 compared with 39 at the end of 2024.]

For more information about market and business characteristics, see the Business discussion in Item 1 of this Form 10-K.

◦Our LFAB facility, which primarily supports our Embedded Processing business, was purchased as an operating fab and is in the early stages of ramping, so we expect factory loadings to increase over time.

Until LFAB ramps, we expect Embedded to carry manufacturing costs that disproportionately affect Embedded Processing operating profit as compared to Analog.

Performance summary

Macroeconomic factors

In 2025, the overall analog and embedded semiconductor market recovery continued, though at a slower pace than prior upturns, likely related to broader macroeconomic dynamics and overall uncertainty.

At the same time, global semiconductor shipments remain at levels below the prior peak.

In addition, growth of semiconductor content in electronics has continued to drive demand for our products, particularly in the automotive, industrial and data center end markets, and we believe we are well-positioned with inventory and capacity to meet immediate customer demand.

U.S. legislative update

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA).

The OBBBA provides changes to U.S. federal tax law, including expensing of U.S. research expenditures and eligible capital expenditures, increasing the U.S. CHIPS and Science Act (CHIPS Act) investment tax credit (ITC) and changing other tax provisions.

The effect of the new law resulted in a higher effective tax rate in 2025.

For 2026 and beyond, we expect the effective tax rate and tax-related cash payments to be lower than they would have been under prior tax law.

Revenue of $17.68 billion increased $2.04 billion, or 13.0%, due to higher revenue from increased demand in our Analog segment and, to a lesser extent, in our Embedded Processing segment, which were both impacted by the macroeconomic factors discussed above.

Gross profit of $10.08 billion was up $989 million, or 10.9%, due to higher revenue.

Our gross profit was also impacted by higher manufacturing costs associated with our planned capacity expansions, partially offset by reduced costs related to increased factory loadings.

Restructuring charges/other was $117 million due to efforts to drive operational efficiencies to support our long-term strategy, including the planned closures of our two remaining factories with 150mm production, as well as a non-cash goodwill impairment related to our custom ASIC products.

This increase was primarily due to higher revenue and associated gross profit, partially offset by higher operating expenses.

This increase was primarily due to changes in the effect of U.S. tax benefits, including the effect of OBBBA, and higher income before income taxes, partially offset by higher discrete tax benefits of $37 million, primarily related to our non-U.S. operations.

Analog revenue increased in both product lines about evenly due to higher demand, which was impacted by the macroeconomic factors discussed above.

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

Embedded Processing revenue increased due to higher demand, which was impacted by the macroeconomic factors discussed above.

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

In 2025, we received proceeds of $335 million from CHIPS Act incentives, including $75 million in direct funding.

We are nearing the end of our six-year elevated capital expenditures cycle, and consistent with our capital management strategy, we are expecting to spend about $2 billion to $3 billion in 2026.

Beyond 2026, capital expenditures will be dependent on revenue and growth expectations.

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 currently expected to close in the first half of 2027, subject to receipt of regulatory approvals and other customary closing conditions, including approval by Silicon Labs stockholders.

We expect to fund the transaction with a combination of cash on hand and debt financing to be arranged prior to closing.

| | | | 2025 | | | | | | 2024 | | |

| Proceeds from CHIPS Act incentives | | | 335 | | | | | | — | | |

Revenue of $15.64 billion decreased $1.88 billion, or 10.7%, due to lower revenue from Analog and Embedded Processing.

Gross profit of $9.09 billion was down $1.93 billion, or 17.5%, primarily due to lower revenue and, to a lesser extent, higher manufacturing costs associated with our planned capacity expansions.

Analog revenue decreased due to the mix of products shipped in both product lines, led by Signal Chain.

Embedded Processing revenue decreased.

As we continue to invest to strengthen our competitive advantages in manufacturing and technology, as part of our long-term capacity planning, our capital expenditures are expected to remain at elevated levels.

We expect to receive between $7.5 billion to $9.5 billion through 2034 from the CHIPS Act.

We received $588 million in associated cash benefit from qualifying capital expenditures in 2024.

| | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

Because most of the aggregate non-U.S. dollar balance sheet exposure is hedged by forward currency exchange contracts, which are based on year-end [removed: 2024] [added: 2025] balances and currency exchange rates, a hypothetical 10% plus or minus fluctuation in non-U.S. currency exchange rates relative to the U.S. dollar would result in a pretax currency exchange gain or loss of [removed: less than $1] [added: approximately $5] million.

As of December 31, [removed: 2024,] [added: 2025,] we had forward currency exchange contracts outstanding with a notional value of [removed: $565] [added: $675] million to hedge net balance sheet exposures (including [removed: $180] [added: $174] million to [removed: buy Indian rupee, $91] [added: sell Malaysian ringgit, $169] million to [removed: sell British pounds] [added: buy Indian rupee] and [removed: $78] [added: $107] million to sell [removed: Japanese yen).][added: British pounds).]

Similar hedging activities existed at year-end [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] a hypothetical 100 basis point increase in interest rates would decrease the fair value of our investments in cash equivalents and short-term investments by about [removed: $22] [added: $11] million and decrease the fair value of our long-term debt by [removed: $952] [added: $969] million.

In [removed: 2024,] [added: 2025,] we generated [removed: $15.64] [added: $17.68] billion of revenue.

As engineers, we are fortunate to work on exciting technology [removed: which] [added: that] helps our customers innovate to create a better world.

Over a 10-year period from [removed: 2015] [added: 2016] to [removed: 2024,] [added: 2025,] we allocated [removed: $101] [added: $109] billion, which reinforces the importance of discipline in capital allocation.

[removed: Our increased] [added: In this period, we allocated about $24 billion to] capital expenditures [removed: are] to support future revenue growth, which will be a greater component of free cash flow per share growth going [removed: forward.][added: forward, as we are near completion of our six-year elevated capital expenditures cycle.]

Lastly, for inorganic growth, we [removed: allocate to] [added: consider] acquisitions that meet our financial and strategic objectives.

This is about [removed: getting our investments] [added: investing] in the most impactful areas to maximize the growth of long-term free cash flow per share; it is not just about optimizing cost cutting to get to the last dollar of expense.

We have a diverse product portfolio that is used to accomplish many different things, such as converting and amplifying signals, interfacing with other devices, managing and distributing power, [removed: processing data, canceling noise] and [removed: improving signal resolution.][added: processing data.]

Our Analog segment generated [removed: $12.16] [added: $14.01] billion of revenue in [removed: 2024.][added: 2025.]

Analog semiconductors change real-world signals, such as sound, temperature, pressure or [removed: images,] [added: 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.

Our Analog products are used in many markets, [removed: particularly] [added: including] industrial, [removed: automotive and] [added: automotive, data center,] personal [removed: electronics.][added: electronics and communications equipment.]

Sales of our Analog products generated about [removed: 78%] [added: 79%] of our revenue in [removed: 2024.][added: 2025.]

Signal Chain includes products that sense, condition and measure real-world signals [removed: to allow information to] [added: and convert them into data that can] be transferred or converted for further processing and control.

Our Embedded Processing segment generated [removed: $2.53] [added: $2.70] billion of revenue in [removed: 2024.][added: 2025.]

Our [removed: devices] [added: products] vary from [added: wireless connectivity and] simple, low-cost [removed: microcontrollers used in applications] [added: devices] such as [removed: electric toothbrushes] [added: microcontrollers] to highly [removed: specialized, complex] [added: specialized] devices such as [removed: motor control.][added: radar and vision processing.]

An important characteristic of our Embedded Processing products is that our customers often invest their own R&D to [removed: write] [added: develop] software that operates on our products.

Sales of Embedded Processing products generated about [removed: 16%] [added: 15%] of our revenue in [removed: 2024.][added: 2025.]

Other generated [removed: $947] [added: $979] million of revenue in [removed: 2024] [added: 2025] and includes revenue from DLP® products (primarily used to project high-definition images), calculators and certain custom semiconductors known as application-specific integrated circuits (ASICs).

The table below lists the [removed: major] markets for our products in [removed: 2024] [added: 2025] and the estimated percentage of our [removed: 2024] [added: 2025] revenue that the market represented.

The [removed: chart] [added: table] also lists, in declining order of our revenue, the sectors within each market.

| [removed: (34%] [added: (33%] of TI revenue) | | | | | | Aerospace & defense | | |

| [removed: (35%] [added: (33%] of TI revenue) | | | | | | Advanced driver assistance systems (ADAS) | | |

| [removed: (20%] [added: (21%] of TI revenue) | | | | | | PC & notebooks | | |

| [removed: (4%] [added: (3%] of TI revenue) | | | | | | Wired networking | | |

We believe that competitive performance in the semiconductor market generally depends on [removed: several] [added: many] factors, including the breadth of a company’s product line, the strength and reach of its channels to market, technological innovation, product development execution, technical support, customer service, quality, reliability, [removed: price] [added: price,] and manufacturing capacity and [removed: capabilities.][added: capabilities, such as process and package technologies that provide differentiated levels of performance and a structural cost advantage.]

In addition, [removed: manufacturing process and package technologies that provide differentiated levels of performance and a structural cost advantage are competitive factors for our analog products, and] customers’ prior investments in software development is [added: also] a competitive factor for our embedded processing products.

The [removed: “semiconductor cycle”] [added: semiconductor cycle] refers to the ebb and flow of supply and demand and the building and depleting of inventories.

[removed: The semiconductor market historically] [added: 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.

In [removed: 2024, about] [added: 2025, more than] 80% of our revenue was direct, which includes TI.com.

These include both wafer fabrication [added: (fab)] and assembly/test facilities.

We have focused on creating a competitive manufacturing structural cost advantage by investing in our [removed: advanced] 300mm [removed: capacity.][added: capacity, as an unpackaged chip built on a 300mm wafer costs about 40% less than an unpackaged chip built on a 200mm wafer.]

We continue to [removed: invest to] strengthen our competitive advantage in manufacturing and technology as part of our long-term capacity plan to meet demand over time.

Semiconductor growth in electronics, particularly in [removed: industrial and] [added: industrial,] automotive [added: and data center] markets, is expected to continue well into the future.

[removed: - Ramping] [added: In 2025, we continued qualifying and ramping] production [removed: in] [added: at our newest] 300mm wafer [removed: fabrication facilities RFAB2] [added: fabs] in [removed: Richardson,] [added: Richardson and Sherman,] Texas, and [removed: LFAB1 in] Lehi, Utah.

We assess and are careful to address potential health, safety and environmental risks presented by our operations, including our manufacturing [removed: operations.][added: operations, and our efforts are focused on improving how we responsibly and sustainably manufacture our products.]

We expect to [removed: 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.

In [removed: 2024,] [added: 2025,] we sourced the majority of our wafer fabrication, as well as assembly and test, internally.

The materials, parts and supplies essential to our business are generally [removed: available, and we believe that such materials, parts and supplies will be available in the foreseeable future.][added: available.]

| Ahmad Bahai | | | | | | [removed: 62] [added: 63] | | | | | | Senior Vice President | | |

| Mark Gary | | | | | | [removed: 50] [added: 51] | | | | | | Senior Vice President | | |

| Haviv Ilan | | | | | | [removed: 56] [added: 57] | | | | | | Director, [added: Chairman of the Board,] President and Chief Executive Officer | | |

In 2025, we realigned our markets to better reflect the growth opportunities for our analog and embedded products.

| | | | | | | Chassis control & safety | | |

| Data center | | | | | | Data center compute | | |

| (9% of TI revenue) | | | | | | Data center networking | | |

| | | | | | | Rack power & thermal management | | |

| | | | | | | | | |

| | | | | | | | | |

In addition, we sell calculators, which was about 1% of our revenue.

Semiconductor cycle

These fabs are well positioned to support customer demand, external foundry transfers and internal transfers from our legacy 150mm facilities.

Our multisite, multiflow production strategy, paired with our business continuity program and global supplier network, supports supply continuity if shortages occur and if materials are available from limited suppliers or geographies.

We adjust factory loadings as needed to execute on this inventory strategy.

In this period, we allocated about $20 billion to capital expenditures.

| | | | | | | Passive safety | | |

| Enterprise systems | | | | | | Data center & enterprise computing | | |

| (5% of TI revenue) | | | | | | Enterprise projectors | | |

| | | | | | | Enterprise machine | | |

| | | | | | | Datacom module | | |

| Other (calculators and other) | | | | | | | | |

| (2% of TI revenue) | | | | | | | | |

Market cycle

An unpackaged chip built on a 300mm wafer costs about 40% less than an unpackaged chip built on a 200mm wafer.

Progress and investments include:

- Equipping SM1 and continuing construction on SM2 in Sherman, Texas, where we are building four 300mm wafer fabrication facilities.

- Continuing construction on LFAB2, another 300mm wafer fabrication facility in Lehi, Utah.

Together, these investments are designed to strengthen our manufacturing and technology competitive advantage, provide us with lower costs and greater control of our supply chain, and support growth in the years ahead.

We care for our environment and work to prevent pollution and the potential risks related to climate change.

We invest to reduce emissions over the long term in several ways, including installing new factory equipment with state-of-the-art emissions reduction technology, as well as retrofitting existing factory equipment with advanced abatement technology, in addition to using alternative gases and increasing the use of renewable electricity.

We also continue to implement practices such as recycling and reusing materials and properly handling hazardous and restricted substances.

With our planned capacity expansions, we expect our internal sourcing to continue to increase.

Raw materials

| Richard Templeton | | | | | | 66 | | | | | | Director and Chairman of the Board | | |

Mr. Gary became an executive officer in 2020.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately [removed: $177,352,918,130] [added: $188,509,303,179] as of June 30, [removed: 2024.][added: 2025.]

[removed: 910,332,971] [added: 907,550,774] (Number of shares of common stock outstanding as of January [removed: 28, 2025)][added: 27, 2026)]

Part III hereof incorporates information by reference to the Registrant’s proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders.

Our facilities in the United States contained approximately [removed: 17.6] [added: 17.8] million square feet at December 31, [removed: 2024,] [added: 2025,] of which approximately [removed: 0.5] [added: 0.6] million square feet were leased.

Our facilities outside the United States contained approximately [removed: 12.7] [added: 12.8] million square feet at December 31, [removed: 2024,] [added: 2025,] of which approximately [removed: 2.3] [added: 2.4] million square feet were leased.

At the end of [removed: 2024,] [added: 2025,] we occupied substantially all of the space in our facilities.

This may include land leases, particularly for non-U.S. sites.

This may include land leases.

At December 31, [removed: 2024,] [added: 2025,] we had [removed: 10,729] [added: 10,238] stockholders of record.

The following table contains information regarding our purchases of our common stock during the fourth quarter of [removed: 2024.][added: 2025.]

(b)As of December 31, [removed: 2024,] [added: 2025,] 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.

| October 1 - 31, 2025 | | | | | | 1,164,512 | | | | | | $ | 172.04 | | | | | 1,164,512 | | | | | | $ | 18.99 | | billion | | |

| November 1 - 30, 2025 | | | | | | 1,207,699 | | | | | | 159.26 | | | | | | 1,207,699 | | | | | | 18.80 | | | billion | | |

| December 1 - 31, 2025 | | | | | | 63,692 | | | | | | 170.58 | | | | | | 63,692 | | | | | | 18.79 | | | billion (b) | | |

| Total | | | | | | 2,435,903 | | | | | | | | | | | | 2,435,903 | | | | | | | | | | | |

| October 1 - 31, 2024 | | | | | | 550,939 | | | | | | $ | 202.26 | | | | | 550,939 | | | | | | $ | 20.69 | | billion | | |

| November 1 - 30, 2024 | | | | | | 854,198 | | | | | | 203.84 | | | | | | 854,198 | | | | | | 20.51 | | | billion | | |

| December 1 - 31, 2024 | | | | | | 1,348,059 | | | | | | 191.23 | | | | | | 1,348,059 | | | | | | 20.26 | | | billion (b) | | |

| Total | | | | | | 2,753,196 | | | | | | | | | | | | 2,753,196 | | | | | | | | | | | |

- Income for each of the three years in the period ended December 31, [removed: 2024.][added: 2025.]

- Comprehensive income for each of the three years in the period ended December 31, [removed: 2024.][added: 2025.]

- Balance sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

- Cash flows for each of the three years in the period ended December 31, [removed: 2024.][added: 2025.]

- Stockholders’ equity for each of the three years in the period ended December 31, [removed: 2024.][added: 2025.]

| (In millions, except per-share amounts) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | | | | $ | [removed: 15,641] [added: 17,682] | | | | | $ | [removed: 17,519] [added: 15,641] | | | | | $ | [removed: 20,028] [added: 17,519] | |

| Cost of revenue (COR) | | | | | | [removed: 6,547] [added: 7,599] | | | | | | [removed: 6,500] [added: 6,547] | | | | | | [removed: 6,257] [added: 6,500] | | |

| Gross profit | | | | | | [removed: 9,094] [added: 10,083] | | | | | | [removed: 11,019] [added: 9,094] | | | | | | [removed: 13,771] [added: 11,019] | | |

| Research and development (R&D) | | | | | | [removed: 1,959] [added: 2,083] | | | | | | [removed: 1,863] [added: 1,959] | | | | | | [removed: 1,670] [added: 1,863] | | |

| Selling, general and administrative (SG&A) | | | | | | [removed: 1,794] [added: 1,860] | | | | | | [removed: 1,825] [added: 1,794] | | | | | | [removed: 1,704] [added: 1,825] | | |

| Restructuring charges/other | | | | | | [removed: (124)] [added: —] | | | | | | — | | | | | | [removed: 257] [added: (124)] | | | [added: | | | (124) | | |]

| Operating profit | | | | | | [removed: 5,465] [added: 6,023] | | | | | | [removed: 7,331] [added: 5,465] | | | | | | [removed: 10,140] [added: 7,331] | | |

| Other income (expense), net (OI&E) | | | | | | [removed: 496] [added: 230] | | | | | | [removed: 440] [added: 496] | | | | | | [removed: 106] [added: 440] | | |

| Interest and debt expense | | | | | | [removed: 508] [added: 543] | | | | | | [removed: 353] [added: 508] | | | | | | [removed: 214] [added: 353] | | |

| Income before income taxes | | | | | | [removed: 5,453] [added: 5,710] | | | | | | [removed: 7,418] [added: 5,453] | | | | | | [removed: 10,032] [added: 7,418] | | |

| Provision for income taxes | | | | | | [removed: 654] [added: 709] | | | | | | [removed: 908] [added: 654] | | | | | | [removed: 1,283] [added: 908] | | |

| Net income | | | | | | $ | [removed: 4,799] [added: 5,001] | | | | | $ | [removed: 6,510] [added: 4,799] | | | | | $ | [removed: 8,749] [added: 6,510] | |

| Basic | | | | | | $ | [removed: 5.24] [added: 5.47] | | | | | $ | [removed: 7.13] [added: 5.24] | | | | | $ | [removed: 9.51] [added: 7.13] | |

| Diluted | | | | | | $ | [removed: 5.20] [added: 5.45] | | | | | $ | [removed: 7.07] [added: 5.20] | | | | | $ | [removed: 9.41] [added: 7.07] | |

| Basic | | | | | | [removed: 912] [added: 909] | | | | | | [removed: 908] [added: 912] | | | | | | [removed: 916] [added: 908] | | |

| Diluted | | | | | | [removed: 919] [added: 913] | | | | | | [removed: 916] [added: 919] | | | | | | [removed: 926] [added: 916] | | |

| Income allocated to RSUs | | | | | | [removed: (24)] [added: (28)] | | | | | | [removed: (33)] [added: (24)] | | | | | | [removed: (39)] [added: (33)] | | |

| Income allocated to common stock for diluted EPS | | | | | | $ | [removed: 4,775] [added: 4,973] | | | | | $ | [removed: 6,477] [added: 4,775] | | | | | $ | [removed: 8,710] [added: 6,477] | |

| (In millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Other comprehensive income (loss) | | | | | | [added: 55] | | | | | | [added: 65] | | | | | | [added: 49] | | |

| Recognized within net [removed: income, net of tax effect of ($3), ($5) and ($17)] [added: income] | | | | | | [removed: 10] [added: 14] | | | | | | [removed: 15] [added: 10] | | | | | | [removed: 61] [added: 15] | | |

| Recognized within net [removed: income, net of tax effect of $0, $0 and $0] [added: income] | | | | | | 1 | | | | | | 1 | | | | | | [removed: (1)] [added: 1] | | |

| [removed: Derivative instruments: | | | | | | | | |] [added: Cash flow hedge derivative instruments] | | | [added: 1] | | | | | | [added: 1] | | |

| Available-for-sale [removed: investments:] [added: investments and other:] | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive income (loss), net of taxes | | | | | | [removed: 65] [added: —] | | | | | | [removed: 49] [added: —] | | | | | | [removed: (97)] [added: —] | | | [added: | | | — | | | | | | 65 | | |]

| Total comprehensive income | | | | | | $ | [removed: 4,864] [added: 5,056] | | | | | $ | [removed: 6,559] [added: 4,864] | | | | | $ | [removed: 8,652] [added: 6,559] | |

| (In millions, except par value) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 3,200] [added: 3,225] | | | | | $ | [removed: 2,964] [added: 3,200] | |

| Short-term investments | | | | | | [removed: 4,380] [added: 1,656] | | | | | | [removed: 5,611] [added: 4,380] | | |

| Accounts receivable, net of allowances of [removed: ($21)] [added: ($22)] and [removed: ($16)] [added: ($21)] | | | | | | [removed: 1,719] [added: 1,963] | | | | | | [removed: 1,787] [added: 1,719] | | |

| Raw materials | | | | | | [removed: 395] [added: 465] | | | | | | [removed: 420] [added: 395] | | |

| Work in process | | | | | | [removed: 2,214] [added: 2,372] | | | | | | [removed: 2,109] [added: 2,214] | | |

| Finished goods | | | | | | [removed: 1,918] [added: 1,967] | | | | | | [removed: 1,470] [added: 1,918] | | |

| Inventories | | | | | | [removed: 4,527] [added: 4,804] | | | | | | [removed: 3,999] [added: 4,527] | | |

| Adjustments | | | | | | (18) | | | | | | — | | | | | | — | | |

| Adjustments | | | | | | (1) | | | | | | 1 | | | | | | 6 | | |

| (In millions) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | | | | $ | 5,001 | | | | | $ | 4,799 | | | | | $ | 6,510 | |

| Proceeds from U.S. CHIPS and Science Act (CHIPS Act) incentives | | | | | | 335 | | | | | | — | | | | | | — | | |

| Proceeds from CHIPS Act incentives | | | | | | 335 | | | | | | — | | | | | | — | | |

| Net income | | | | | | — | | | | | | — | | | | | | 5,001 | | | | | | — | | | | | | — | | |

| Balance, December 31, 2025 | | | | | | $ | 1,741 | | | | | $ | 4,511 | | | | | $ | 52,236 | | | | | $ | (42,130) | | | | | $ | (85) | |

| | | | | | | For Year Ended December 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 14,006 | | | | | $ | 2,697 | | | | | $ | 979 | | | | | $ | 17,682 | |

| Cost of revenue | | | | | | 5,764 | | | | | | 1,471 | | | | | | 364 | | | | | | 7,599 | | |

| Gross profit | | | | | | 8,242 | | | | | | 1,226 | | | | | | 615 | | | | | | 10,083 | | |

| Research and development | | | | | | 1,494 | | | | | | 514 | | | | | | 75 | | | | | | 2,083 | | |

| Selling, general and administrative | | | | | | 1,336 | | | | | | 408 | | | | | | 116 | | | | | | 1,860 | | |

| Operating profit | | | | | | $ | 5,412 | | | | | $ | 304 | | | | | $ | 307 | | | | | $ | 6,023 | |

(a)Property, plant and equipment at our sites in Malaysia was $1.40 billion and $931 million as of December 31, 2025 and 2024, respectively.

| Net income | | | $ | 5,001 | | | | | | | | | | | | | | | | | $ | 4,799 | | | | | | | | | | | | | | | | | $ | 6,510 | | | | | | | | | | | | | |

| Net income | | | $ | 5,001 | | | | | | | | | | | | | | | | | $ | 4,799 | | | | | | | | | | | | | | | | | $ | 6,510 | | | | | | | | | | | | | |

The enactment of the One Big Beautiful Bill Act (OBBBA) in 2025 increased the ITC from 25% to 35% for qualifying manufacturing investments placed in service after December 31, 2025.

*Changes in accounting standards – adopted standards for current period*

We adopted the following Accounting Standards Updates (ASU) during the current period:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ASU | | | | | | Description | | | | | | Adopted for Year Ended | | |

| ASU No. 2023-09 | | | | | | *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* | | | | | | December 31, 2025 | | |

*Changes in accounting standards – standards not yet adopted*

We are currently evaluating the potential impact of the following ASUs on our financial statements and related disclosures.

We plan to adopt these ASUs as of their effective dates.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ASU | | | | | | Description | | | | | | Effective for Period Ending | | |

| ASU No. 2024-03 | | | | | | *Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses* | | | | | | December 31, 2027 | | |

| ASU No. 2025-06 | | | | | | *Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software* | | | | | | March 31, 2028 | | |

| ASU No. 2025-10 | | | | | | *Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities* | | | | | | March 31, 2029 | | |

Options continue to vest after the recipient retires.

| Granted | | | 4 | | | | | | $ | 186.55 | | | | | 1 | | | | | | $ | 185.44 | |

| Outstanding grants, December 31, 2025 (a) | | | 25 | | | | | | $ | 151.34 | | | | | 6 | | | | | | $ | 171.83 | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Adjustments, net of tax effect of ($20), ($9) and $48 | | | | | | 53 | | | | | | 27 | | | | | | (155) | | |

| Change in fair value, net of tax effect of $0, $0 and $0 | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |

| Unrealized gains (losses), net of tax effect of $0, ($1) and $1 | | | | | | — | | | | | | 5 | | | | | | (3) | | |

| Balance, December 31, 2021 | | | | | | $ | 1,741 | | | | | $ | 2,630 | | | | | $ | 45,919 | | | | | $ | (36,800) | | | | | $ | (157) | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our centralized manufacturing and support organizations, such as facilities, procurement and logistics, provide support to our operating segments, including those in Other.

| Revenue | | | | | | $ | 15,359 | | | | | $ | 3,261 | | | | | $ | 1,408 | | | | | $ | 20,028 | |

| Cost of revenue | | | | | | 4,610 | | | | | | 1,223 | | | | | | 424 | | | | | | 6,257 | | |

| Gross profit | | | | | | 10,749 | | | | | | 2,038 | | | | | | 984 | | | | | | 13,771 | | |

| Research and development | | | | | | 1,178 | | | | | | 413 | | | | | | 79 | | | | | | 1,670 | | |

| Selling, general and administrative | | | | | | 1,212 | | | | | | 372 | | | | | | 120 | | | | | | 1,704 | | |

| Operating profit | | | | | | $ | 8,359 | | | | | $ | 1,253 | | | | | $ | 528 | | | | | $ | 10,140 | |

We expect to benefit from the ITC on qualifying manufacturing investments through 2034.

We amortize acquisition-related intangibles on a straight-line basis over the estimated economic life of the assets.

| Outstanding grants, December 31, 2023 | | | 26 | | | | | | $ | 119.60 | | | | | 5 | | | | | | $ | 161.40 | |

| Granted | | | 5 | | | | | | $ | 167.68 | | | | | 2 | | | | | | $ | 173.59 | |

| $49.03 to $206.61 | | | 25 | | | | | | 5.7 | | |

| Intrinsic value (billions) | | | $ | 1.24 | | | | | $ | 1.08 | |

Provisions of the U.S. Tax Cuts and Jobs Act, such as the one-time tax on indefinitely reinvested earnings and the global intangible low-taxed income (GILTI) tax for years beginning in 2018, eliminate any additional U.S. taxation resulting from repatriation of earnings of non-U.S. subsidiaries to the United States.

As of December 31, 2024, we have no basis differences that would result in material unrecognized deferred tax liabilities.

| Acquisition-related intangibles and fair-value adjustments | | | (6) | | | | | | (14) | | |

We have no material tax loss carryforwards as of December 31, 2024.

| Other measurement basis: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity-method investments | | | — | | | | | | — | | | | | | 8 | | | | | | — | | | | | | — | | | | | | 17 | | |

| Nonmarketable investments | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | — | | | | | | 5 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

The balance of the cost is borne by the plan’s participants.

| 2023 | | | | | | | | | | | | | | | | | | | | | | | |

| Funded status at end of 2023 | | | $ | (87) | | | | | $ | 6 | | | | | $ | 134 | | | | | $ | 53 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 418 | | | | | $ | 418 | |

| Total | | | $ | 4 | | | | | $ | — | | | | | | | | | | | $ | 260 | | | | | $ | 264 | |

| Equity securities | | | 57 | | | | | | 1 | | | | | | | | | | | | 364 | | | | | | 422 | | |

| Total | | | $ | 106 | | | | | $ | 53 | | | | | | | | | | | $ | 1,707 | | | | | $ | 1,866 | |

| Discount rate | | | 5.21% | | | | | | 5.67% | | | | | | 5.17% | | | | | | 5.68% | | | | | | 3.28% | | | | | | 3.45% | | |

| U.S. Retiree Health Care | | | 25 | | | | | | 24 | | | | | | 23 | | | | | | 21 | | | | | | 21 | | | | | | 92 | | |

[removed: *Report] [added: Report] by management on internal control over financial [removed: reporting*][added: reporting]

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 fourth quarter of [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

TI management assessed the effectiveness of internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment, we believe that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting is effective based on the COSO criteria.

[removed: Report] [added: Report] of independent registered public accounting [removed: firm][added: firm]

We have audited Texas Instruments Incorporated’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Texas Instruments Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes, and our report dated February [removed: 14, 2025,] [added: 6, 2026,] expressed an unqualified opinion thereon.

February 6, 2026

February 14, 2025

The information with respect to directors’ names, ages, positions, term of office, periods of service and business experience, which is contained under the caption “Election of directors” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders, is incorporated herein by reference to such proxy statement.

The information with respect to Section 16(a) of the Securities Exchange Act of 1934 beneficial ownership reporting compliance contained under the caption “Delinquent Section 16(a) reports” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information contained under the caption “Committees of the board” with respect to the audit committee and the audit committee financial expert in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information contained under the caption “Insider trading policies and procedures” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information contained under the captions “Director compensation” and “Executive compensation” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement, provided that the Compensation Committee report shall not be deemed filed with this Form 10-K.

The information contained under the caption “Compensation committee interlocks and insider participation” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The following table sets forth information about the company’s equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

| Plan Category | | | | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and [removed: Rights (1)] [added: Rights] | | | | | | | | | Weighted Average Exercise Price of Outstanding Options, Warrants and [removed: Rights (2)] [added: Rights] | | | | | | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in [removed: column (1)) (3)] [added: the first column)] | | | | | |

[removed: 33,049,176] [added: 28,100,269] shares remain available for future issuance under the 2024 LTIP and [removed: 1,745,284] [added: 1,707,387] shares remain available for future issuance under the 2018 Director Plan.

(d)Includes [removed: 24,503,062] [added: 24,776,209] shares for issuance upon exercise of outstanding grants of options, [removed: 5,601,406] [added: 5,987,019] shares for issuance upon vesting of outstanding grants of restricted stock units, [removed: 161,494] [added: 167,742] shares for issuance under the 2014 ESPP and [removed: 103,971] [added: 109,621] shares for issuance in settlement of directors’ deferred compensation accounts.

The information that is contained under the captions “Security ownership of certain beneficial owners” and “Security ownership of directors and management” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

| Equity compensation plans approved by security holders | | | | | | 31,040,591 | | | (a) | | | | | | $ | 151.34 | | (b) | | | | | | 59,899,276 | | | (c) | | |

| Total | | | | | | 31,040,591 | | | (d) | | | | | | $ | 151.34 | | | | | | | | 59,899,276 | | | | | |

| Equity compensation plans approved by security holders | | | | | | 30,369,933 | | | (a) | | | | | | $ | 137.01 | | (b) | | | | | | 65,541,964 | | | (c) | | |

| Total | | | | | | 30,369,933 | | | (d) | | | | | | $ | 137.01 | | | | | | | | 65,541,964 | | | | | |

The information contained under the captions “Related person transactions” and “Director independence” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

The information with respect to principal accountant fees and services contained under the caption “Proposal to ratify appointment of independent registered public accounting firm” in our proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders is incorporated herein by reference to such proxy statement.

| [added: Designation of Exhibit] | | | | | | Incorporated by Reference | | | | | | | | | | | | Filed or Furnished Herewith | | |

| [removed: Designation of Exhibit | | |] Description of Exhibit | | | Form | | | File Number | | | Date of Filing | | | Exhibit Number | | | | | | [added: | | |]

| 3(b) | | | [By-Laws of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000119312522018409/d252810dex3.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000119312526040312/d937106dex31.htm)] | | | 8-K | | | 001-3761 | | | [removed: January 26, 2022] [added: February 6, 2026] | | | [removed: 3] [added: 3.1] | | | | | |

| [removed: 4(g)] [added: 4(k)] | | | [Officers’ [removed: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312520071568/d883949dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523070157/d443336dex41.htm)] | | | 8-K | | | 001-3761 | | | March [removed: 12, 2020] [added: 14, 2023] | | | 4.1 | | | | | |

| [removed: 4(h)] [added: 4(g)] | | | [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/97476/000156459020020837/txn-ex41_7.htm) | | | 8-K | | | 001-3761 | | | May 4, 2020 | | | 4.1 | | | | | |

| [removed: 4(i)] [added: 4(h)] | | | [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/0000097476/000119312521273955/d226154dex41.htm) | | | 8-K | | | 001-3761 | | | September 15, 2021 | | | 4.1 | | | | | |

| [removed: 4(j)] [added: 4(i)] | | | [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312522222326/d393354dex41.htm) | | | 8-K | | | 001-3761 | | | August 16, 2022 | | | 4.1 | | | | | |

| [removed: 4(k)] [added: 4(j)] | | | [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312522288982/d105858dex41.htm) | | | 8-K | | | 001-3761 | | | November 18, 2022 | | | 4.1 | | | | | |

| 4(l) | | | [Officers’ [removed: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523070157/d443336dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523148183/d468248dex41.htm)] | | | 8-K | | | 001-3761 | | | [removed: March 14,] [added: May 18,] 2023 | | | 4.1 | | | | | |

| [removed: 4(m)] [added: 4(n)] | | | [Officers’ [removed: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312523148183/d468248dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312525125915/d943827dex41.htm)] | | | 8-K | | | 001-3761 | | | May [removed: 18, 2023] [added: 23, 2025] | | | 4.1 | | | | | |

| [removed: 4(n)] [added: 4(m)] | | | [Officers’ Certificate](https://www.sec.gov/Archives/edgar/data/97476/000119312524028127/d770733dex41.htm) | | | 8-K | | | 001-3761 | | | February 8, 2024 | | | 4.1 | | | | | |

| 10(a) | | | [TI Deferred Compensation Plan, as [removed: amended*](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10a_325.htm)] [added: amended *](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10a_325.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2016 | | | 10(a) | | | | | |

| 10(b) | | | [TI Employees Non-Qualified Pension Plan, effective January 1, 2009, as [removed: amended*](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10b_263.htm)] [added: amended *](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10b_263.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2016 | | | 10(b) | | | | | |

| 10(c) | | | [TI Employees Non-Qualified Pension Plan [removed: II*](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10c_264.htm)] [added: II](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10c_264.htm) [](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10c_264.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000156459016013126/txn-ex10c_264.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2016 | | | 10(c) | | | | | |

| 10(d) | | | [Texas Instruments Long-Term Incentive Plan, adopted April 15, [removed: 1993*](https://www.sec.gov/Archives/edgar/data/97476/000009747612000010/txn-12312011xexhibit10c.htm)] [added: 1993](https://www.sec.gov/Archives/edgar/data/97476/000009747612000010/txn-12312011xexhibit10c.htm) [](https://www.sec.gov/Archives/edgar/data/97476/000009747612000010/txn-12312011xexhibit10c.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000009747612000010/txn-12312011xexhibit10c.htm)] | | | 10-K | | | 001-3761 | | | February 24, 2012 | | | 10(c) | | | | | |

| 10(f) | | | [Form of Non-Qualified Stock Option Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10k_1019.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10k_1019.htm) [](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10k_1019.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10k_1019.htm)] | | | 10-K | | | 001-3761 | | | February 23, 2017 | | | 10(k) | | | | | |

| 10(g) | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under the Texas Instruments 2009 Long-Term Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10l_1018.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10l_1018.htm) [](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10l_1018.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000156459017002142/txn-ex10l_1018.htm)] | | | 10-K | | | 001-3761 | | | February 23, 2017 | | | 10(l) | | | | | |

| 10(h) | | | [Texas Instruments 2009 Long-Term Incentive Plan as amended April 21, [removed: 2016*](https://www.sec.gov/Archives/edgar/data/97476/000119312516497866/d117862ddef14a.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/97476/000119312516497866/d117862ddef14a.htm) [](https://www.sec.gov/Archives/edgar/data/97476/000119312516497866/d117862ddef14a.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000119312516497866/d117862ddef14a.htm)] | | | DEF 14A | | | 001-3761 | | | March 9, 2016 | | | Appendix B | | | | | |

| 10(j) | | | [Form of Non-Qualified Stock Option Award Agreement for Executive Officers effective as of January 18, [removed: 2024*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm) [](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10k.htm)] | | | 10-K | | | 001-3761 | | | February 2, 2024 | | | 10(k) | | | | | |

| 10(k) | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers effective as of January 18, [removed: 2024*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm) [](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)[*](https://www.sec.gov/Archives/edgar/data/97476/000009747624000007/q42023txnex10l.htm)] | | | 10-K | | | 001-3761 | | | February 2, 2024 | | | 10(l) | | | | | |

| 10(l) | | | [Texas Instruments 2024 Long-Term Incentive [removed: Plan*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097476/000009747624000012/txn-20240312.htm)] [added: Plan](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097476/000009747624000012/txn-20240312.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097476/000009747624000012/txn-20240312.htm)[*](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000097476/000009747624000012/txn-20240312.htm)] | | | DEF 14A | | | 001-3761 | | | March 12, 2024 | | | Appendix A | | | | | |

| 19 | | | [Texas Instruments Incorporated Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex19.htm) | | | [added: 10-K] | | | [added: 001-3761] | | | [added: February 14, 2025] | | | [added: 19] | | | [removed: X] | | |

| 21 | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/97476/000009747626000059/q42025txnex21.htm)] | | | | | | | | | | | | | | | X | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/97476/000009747626000059/q42025txnex23.htm)] | | | | | | | | | | | | | | | X | | |

| 31(a) | | | [Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex31a.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747626000059/q42025txnex31a.htm)] | | | | | | | | | | | | | | | X | | |

| 31(b) | | | [Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex31b.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747626000059/q42025txnex31b.htm)] | | | | | | | | | | | | | | | X | | |

| 32(a) | | | [Section 1350 Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex32a.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747626000059/q42025txnex32a.htm)] | | | | | | | | | | | | | | | X | | |

| 32(b) | | | [Section 1350 Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747625000007/q42024txnex32b.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/97476/000009747626000059/q42025txnex32b.htm)] | | | | | | | | | | | | | | | X | | |

- Our ability to [removed: recruit] [added: retain, train] and [removed: retain] [added: recruit] skilled personnel and effectively manage key employee succession;

| | | | By: | | | /s/ | | | Rafael [added: R.] Lizardi | | |

| | | | | | | Rafael [added: R.] Lizardi, Senior Vice President and Chief Financial Officer | | | | | |

Date: February [removed: 14, 2025][added: 6, 2026]

[removed: Each person whose signature appears below constitutes and appoints each of Haviv Ilan, Rafael] Lizardi, Julie Knecht and Katie Kane, or any of them, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Texas Instruments Incorporated for the year ended December 31, [removed: 2024,] [added: 2025,] to sign any and all amendments to the Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of [removed: the 14th day of] February [removed: 2025.][added: 6, 2026.]

| Curtis [removed: Farmer,] [added: Farmer,] Director | | | | | | Jean Hobby, Director | | |

| Robert Sanchez, Director | | | | | | [removed: Richard Templeton, Director and] [added: Haviv Ilan, Director,] Chairman of the [removed: Board] [added: Board, President and Chief Executive Officer] | | |

| [removed: Haviv Ilan, Director,] [added: Rafael R. Lizardi, Senior Vice] President and Chief [removed: Executive] [added: Financial] Officer | | | | | | [removed: Rafael Lizardi, Senior] [added: Julie Knecht,] Vice President and Chief [removed: Financial] [added: Accounting] Officer | | |

| /s/ [removed: Julie Knecht] [added: Rafael R. Lizardi] | | | | | | [added: /s/ Julie Knecht] | | |

| Designation of Exhibit | | | | | | Incorporated by Reference | | | | | | | | | | | | Filed or Furnished Herewith | | |

| Description of Exhibit | | | Form | | | File Number | | | Date of Filing | | | Exhibit Number | | | | | | | | |

- Our ability to make principal and interest payments on our debt when due;

Each person whose signature appears below constitutes and appoints each of Haviv Ilan, Rafael R.

| /s/ Robert Sanchez | | | | | | /s/ Haviv Ilan | | |

| | | | | | | | | |

| | | | | | | | | |

| /s/ Robert Sanchez | | | | | | /s/ Richard Templeton | | |

| /s/ Haviv Ilan | | | | | | /s/ Rafael Lizardi | | |

| Julie Knecht, Vice President and Chief Accounting Officer | | | | | | | | |