Form 8-K

8-K — TEXAS INSTRUMENTS INC

Accession: 0000097476-26-000097

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0000097476

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — txn-20260422.htm (Primary)

EX-99 (q12026txnex99-eredgar.htm)

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8-K

8-K (Primary)

Filename: txn-20260422.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

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

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in charter)

Delaware 001-03761 75-0289970

(State or other jurisdiction

of incorporation) (Commission

file number) (I.R.S. employer

identification no.)

12500 TI Boulevard

Dallas, Texas 75243

(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 479-3773

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange on which registered

Common Stock, par value $1.00 TXN The Nasdaq Global Select Market

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

Emerging growth company ☐

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

ITEM 2.02. Results of Operations and Financial Condition

The Registrant’s news release dated April 22, 2026, regarding its first-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

Registrant’s News Release

Dated April 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: April 22, 2026

By: /s/ Rafael R. Lizardi

Rafael R. Lizardi

Senior Vice President and

Chief Financial Officer

EX-99

Filename: q12026txnex99-eredgar.htm · Sequence: 2

Document

Exhibit 99

TI reports first quarter 2026 financial results and shareholder returns

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

DALLAS (April 22, 2026) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today reported first quarter revenue of $4.83 billion, net income of $1.55 billion and earnings per share of $1.68. 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 9% sequentially and 19% from the same quarter a year ago with growth led by industrial and data center.

•"Our cash flow from operations of $7.8 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 $4.4 billion.

•"Over the past 12 months we invested $3.9 billion in R&D and SG&A, invested $4.1 billion in capital expenditures and returned $6.0 billion to owners.

•"TI's second quarter outlook is for revenue in the range of $5.00 billion to $5.40 billion and earnings per share between $1.77 and $2.05."

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

(In millions, except per-share amounts) Q1 2026 Q1 2025 Change

Revenue $ 4,825 $ 4,069 19 %

Operating profit $ 1,808 $ 1,324 37 %

Net income $ 1,545 $ 1,179 31 %

Earnings per share $ 1.68 $ 1.28 31 %

Cash generation

Trailing 12 Months

(In millions) Q1 2026 Q1 2026 Q1 2025 Change

Cash flow from operations $ 1,520 $ 7,824 $ 6,150 27 %

Free cash flow $ 1,399 $ 4,351 $ 1,715 154 %

Free cash flow % of revenue 23.6 % 10.7 %

Cash return

Trailing 12 Months

(In millions) Q1 2026 Q1 2026 Q1 2025 Change

Dividends paid $ 1,291 $ 5,052 $ 4,850 4 %

Stock repurchases $ 158 $ 982 $ 1,579 (38) %

Total cash returned $ 1,449 $ 6,034 $ 6,429 (6) %

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Income For Three Months Ended

March 31,

(In millions, except per-share amounts) 2026 2025

Revenue $ 4,825 $ 4,069

Cost of revenue (COR) 2,026 1,756

Gross profit 2,799 2,313

Research and development (R&D) 510 517

Selling, general and administrative (SG&A) 464 472

Acquisition charges 17 —

Operating profit 1,808 1,324

Other income (expense), net (OI&E) 47 80

Interest and debt expense 141 128

Income before income taxes 1,714 1,276

Provision for income taxes 169 97

Net income $ 1,545 $ 1,179

Diluted earnings per common share $ 1.68 $ 1.28

Average shares outstanding:

Basic 909 910

Diluted 914 916

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) $ 229 $ 166

Discrete tax items (60) (69)

Provision for income taxes (effective taxes) $ 169 $ 97

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 $ 1,545 $ 1,179

Income allocated to RSUs (9) (6)

Income allocated to common stock for diluted EPS $ 1,536 $ 1,173

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Balance Sheets March 31,

(In millions, except par value) 2026 2025

Assets

Current assets:

Cash and cash equivalents $ 3,549 $ 2,763

Short-term investments 1,554 2,242

Accounts receivable, net of allowances of ($32) and ($16) 2,245 1,860

Raw materials 463 393

Work in process 2,355 2,370

Finished goods 1,877 1,924

Inventories 4,695 4,687

Prepaid expenses and other current assets 1,753 1,534

Total current assets 13,796 13,086

Property, plant and equipment at cost 17,870 16,036

Accumulated depreciation (5,725) (4,225)

Property, plant and equipment 12,145 11,811

Goodwill 4,330 4,362

Deferred tax assets 973 1,030

Capitalized software licenses 323 263

Overfunded retirement plans 321 240

Other long-term assets 2,505 2,965

Total assets $ 34,393 $ 33,757

Liabilities and stockholders' equity

Current liabilities:

Current portion of long-term debt $ 1,149 $ —

Accounts payable 638 866

Accrued compensation 389 418

Income taxes payable 138 284

Accrued expenses and other liabilities 782 921

Total current liabilities 3,096 2,489

Long-term debt 12,901 12,848

Underfunded retirement plans 121 115

Deferred tax liabilities 63 56

Other long-term liabilities 1,434 1,843

Total liabilities 17,615 17,351

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 4,722 4,058

Retained earnings 52,483 52,196

Treasury common stock at cost

Shares: March 31, 2026 – 831; March 31, 2025 – 832 (42,084) (41,442)

Accumulated other comprehensive income (loss), net of taxes (AOCI) (84) (147)

Total stockholders' equity 16,778 16,406

Total liabilities and stockholders' equity $ 34,393 $ 33,757

TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

Consolidated Statements of Cash Flows For Three Months Ended

March 31,

(In millions) 2026 2025

Cash flows from operating activities

Net income $ 1,545 $ 1,179

Adjustments to net income:

Depreciation 541 424

Amortization of capitalized software 21 20

Stock compensation 109 116

Gains on sales of assets (5) —

Deferred taxes (4) (87)

Increase (decrease) from changes in:

Accounts receivable (282) (141)

Inventories 109 (160)

Prepaid expenses and other current assets (9) (7)

Accounts payable and accrued expenses (125) (121)

Accrued compensation (447) (427)

Income taxes payable 130 132

Changes in funded status of retirement plans 4 (9)

Other (67) (70)

Cash flows from operating activities 1,520 849

Cash flows from investing activities

Capital expenditures (676) (1,123)

Proceeds from CHIPS Act incentives 555 260

Proceeds from asset sales 5 —

Purchases of short-term investments (935) (647)

Proceeds from short-term investments 1,043 2,807

Other (39) (44)

Cash flows from investing activities (47) 1,253

Cash flows from financing activities

Repayment of debt — (750)

Dividends paid (1,291) (1,238)

Stock repurchases (158) (653)

Proceeds from common stock transactions 309 118

Other (9) (16)

Cash flows from financing activities (1,149) (2,539)

Net change in cash and cash equivalents 324 (437)

Cash and cash equivalents at beginning of period 3,225 3,200

Cash and cash equivalents at end of period $ 3,549 $ 2,763

Supplemental cash flow information

Investment tax credit (ITC) used to reduce income taxes payable $ — $ —

Proceeds from CHIPS Act incentives 555 260

Total cash benefit related to the CHIPS Act $ 555 $ 260

Segment results

(In millions) Q1 2026 Q1 2025 Change

Analog:

Revenue $ 3,924 $ 3,210 22 %

Operating profit $ 1,638 $ 1,206 36 %

Embedded Processing:

Revenue $ 723 $ 647 12 %

Operating profit $ 122 $ 40 205 %

Other:

Revenue $ 178 $ 212 (16) %

Operating profit * $ 48 $ 78 (38) %

* Includes Acquisition charges

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 Months Ended

March 31, For 12

Months

Ended

March 31,

(In millions) 2026 2026 2025 Change

Cash flow from operations (GAAP) * $ 1,520 $ 7,824 $ 6,150 27 %

Capital expenditures (676) (4,103) (4,695)

Proceeds from CHIPS Act incentives 555 630 260

Free cash flow (non-GAAP) $ 1,399 $ 4,351 $ 1,715 154 %

Revenue $ 18,438 $ 16,049

Cash flow from operations as a percentage of revenue (GAAP) 42.4 % 38.3 %

Free cash flow as a percentage of revenue (non-GAAP) 23.6 % 10.7 %

* Includes cash benefits of $335 million and $588 million from the CHIPS Act ITC used to reduce income taxes payable for the twelve months ended March 31, 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.

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.

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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