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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): January 27, 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 January 27, 2026, regarding its fourth-quarter and 2025 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
Dated January 27, 2026 (furnished pursuant to Item 2.02)
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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: January 27, 2026
 By: /s/ Rafael R. Lizardi
    Rafael R. Lizardi
    Senior Vice President and
    Chief Financial Officer
Exhibit 99
TI reports Q4 2025 and 2025 financial results and shareholder returns
Conference call at 3:30 p.m. Central time today on ti.com/ir
DALLAS (Jan. 27, 2026) – Texas Instruments Incorporated (TI) (Nasdaq: TXN) today reported fourth quarter revenue of $4.42 billion, net income of $1.16 billion and earnings per share of $1.27. Earnings per share included a 6-cent reduction 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 decreased 7% sequentially and increased 10% from the same quarter a year ago.
•"Our cash flow from operations of $7.2 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 $2.9 billion.
•"Over the past 12 months we invested $3.9 billion in R&D and SG&A, invested $4.6 billion in capital expenditures and returned $6.5 billion to owners.
•"TI's first quarter outlook is for revenue in the range of $4.32 billion to $4.68 billion and earnings per share between $1.22 and $1.48."
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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
(In millions, except per-share amounts)Q4 2025Q4 2024Change
Revenue$4,423 $4,007 10 %
Operating profit$1,473 $1,377 7 %
Net income$1,163 $1,205 (3)%
Earnings per share$1.27 $1.30 (2)%
Cash generation
 Trailing 12 Months
(In millions)Q4 2025Q4 2025Q4 2024Change
Cash flow from operations$2,254 $7,153 $6,318 13 %
Free cash flow$1,329 $2,938 $1,498 96 %
Free cash flow % of revenue 16.6 %9.6 % 
Cash return
 Trailing 12 Months
(In millions)Q4 2025Q4 2025Q4 2024Change
Dividends paid$1,290 $4,999 $4,795 4 %
Stock repurchases$403 $1,477 $929 59 %
Total cash returned$1,693 $6,476 $5,724 13 %
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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of IncomeFor Three Months Ended
December 31,		For Years Ended
December 31,
(In millions, except per-share amounts)2025202420252024
Revenue$4,423 $4,007 $17,682 $15,641 
Cost of revenue (COR)1,951 1,693 7,599 6,547 
Gross profit2,472 2,314 10,083 9,094 
Research and development (R&D)521 491 2,083 1,959 
Selling, general and administrative (SG&A)446 446 1,860 1,794 
Restructuring charges/other32 — 117 (124)
Operating profit1,473 1,377 6,023 5,465 
Other income (expense), net (OI&E)40 112 230 496 
Interest and debt expense141 130 543 508 
Income before income taxes1,372 1,359 5,710 5,453 
Provision for income taxes209 154 709 654 
Net income$1,163 $1,205 $5,001 $4,799 
Diluted earnings per common share$1.27 $1.30 $5.45 $5.20 
Average shares outstanding:
Basic907 912 909 912 
Diluted911 919 913 919 
Cash dividends declared per common share$1.42 $1.36 $5.50 $5.26 
Supplemental Information
Provision for income taxes is based on the following: 
Operating taxes (calculated using the estimated annual effective tax rate)$221 $170 $835 $743 
Discrete tax items(12)(16)(126)(89)
Provision for income taxes (effective taxes)$209 $154 $709 $654 
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$1,163 $1,205 $5,001 $4,799 
Income allocated to RSUs(7)(7)(28)(24)
Income allocated to common stock for diluted EPS$1,156 $1,198 $4,973 $4,775 

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Balance SheetsDecember 31,
(In millions, except par value)20252024
Assets  
Current assets:  
Cash and cash equivalents$3,225 $3,200 
Short-term investments1,656 4,380 
Accounts receivable, net of allowances of ($22) and ($21)1,963 1,719 
Raw materials465 395 
Work in process2,372 2,214 
Finished goods1,967 1,918 
Inventories4,804 4,527 
Prepaid expenses and other current assets2,102 1,200 
Total current assets13,750 15,026 
Property, plant and equipment at cost17,682 15,254 
Accumulated depreciation(5,362)(3,907)
Property, plant and equipment12,320 11,347 
Goodwill4,330 4,362 
Deferred tax assets967 936 
Capitalized software licenses238 257 
Overfunded retirement plans324 233 
Other long-term assets2,656 3,348 
Total assets$34,585 $35,509 
Liabilities and stockholders' equity  
Current liabilities:  
Current portion of long-term debt$500 $750 
Accounts payable756 820 
Accrued compensation829 839 
Income taxes payable67 159 
Accrued expenses and other liabilities1,007 1,075 
Total current liabilities3,159 3,643 
Long-term debt13,548 12,846 
Underfunded retirement plans124 110 
Deferred tax liabilities66 53 
Other long-term liabilities1,415 1,954 
Total liabilities18,312 18,606 
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 capital4,511 3,935 
Retained earnings52,236 52,262 
Treasury common stock at cost
Shares: 2025 – 834; 2024 – 830
(42,130)(40,895)
Accumulated other comprehensive income (loss), net of taxes (AOCI)(85)(140)
Total stockholders' equity16,273 16,903 
Total liabilities and stockholders' equity$34,585 $35,509 

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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
Consolidated Statements of Cash FlowsFor Three Months Ended
December 31,		For Years Ended
December 31,
(In millions)2025202420252024
Cash flows from operating activities
Net income$1,163 $1,205 $5,001 $4,799 
Adjustments to net income:
Depreciation537 416 1,918 1,508 
Amortization of capitalized software20 19 81 72 
Stock compensation81 78 419 387 
(Gains) losses on sales of assets2 (1)2 (127)
Deferred taxes115 (21)(19)(210)
Increase (decrease) from changes in:
Accounts receivable99 143 (244)68 
Inventories25 (231)(277)(528)
Prepaid expenses and other current assets8 76 10 7 
Accounts payable and accrued expenses20 87 77 125 
Accrued compensation106 115 (28)(12)
Income taxes payable23 110 191 597 
Changes in funded status of retirement plans7 31 (7)33 
Other48 (29)29 (401)
Cash flows from operating activities2,254 1,998 7,153 6,318 
Cash flows from investing activities
Capital expenditures(925)(1,192)(4,550)(4,820)
Proceeds from CHIPS Act incentives— — 335 — 
Proceeds from asset sales— 1 1 195 
Purchases of short-term investments(880)(909)(3,524)(9,716)
Proceeds from short-term investments1,110 2,726 6,308 11,187 
Other19 (12)(9)(48)
Cash flows from investing activities(676)614 (1,439)(3,202)
Cash flows from financing activities
Proceeds from issuance of long-term debt— — 1,199 2,980 
Repayment of debt— (300)(750)(600)
Dividends paid(1,290)(1,240)(4,999)(4,795)
Stock repurchases(403)(537)(1,477)(929)
Proceeds from common stock transactions42 87 400 517 
Other(13)(11)(62)(53)
Cash flows from financing activities(1,664)(2,001)(5,689)(2,880)
Net change in cash and cash equivalents(86)611 25 236 
Cash and cash equivalents at beginning of period3,311 2,589 3,200 2,964 
Cash and cash equivalents at end of period$3,225 $3,200 $3,225 $3,200 
Supplemental cash flow information
Investment tax credit (ITC) used to reduce income taxes payable$89 $56 $335 $588 
Proceeds from CHIPS Act incentives— — 335 — 
Total cash benefit related to the CHIPS Act$89 $56 $670 $588 
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Quarterly segment results
(In millions)Q4 2025Q4 2024Change
Analog:   
Revenue$3,615 $3,174 14 %
Operating profit$1,395 $1,237 13 %
Embedded Processing:
Revenue$662 $613 8 %
Operating profit$71 $58 22 %
Other:
Revenue$146 $220 (34)%
Operating profit *$7 $82 (91)%
* Includes Restructuring charges/other
Annual segment results
(In millions)20252024Change
Analog: 
Revenue$14,006 $12,161 15 %
Operating profit$5,412 $4,608 17 %
Embedded Processing:
Revenue$2,697 $2,533 6 %
Operating profit$304 $352 (14)%
Other:
Revenue$979 $947 3 %
Operating profit *$307 $505 (39)%
* Includes Restructuring charges/other
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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 Months Ended
December 31,		For 12
Months
Ended
December 31,
(In millions)202520252024Change
Cash flow from operations (GAAP) *$2,254 $7,153 $6,318 13 %
Capital expenditures(925)(4,550)(4,820)
Proceeds from CHIPS Act incentives— 335 — 
Free cash flow (non-GAAP)$1,329 $2,938 $1,498 96 %
Revenue$17,682 $15,641  
Cash flow from operations as a percentage of revenue (GAAP)40.5%40.4% 
Free cash flow as a percentage of revenue (non-GAAP)16.6%9.6% 
* Includes cash benefits of $89 million, $335 million and $588 million from the CHIPS Act ITC used to reduce income taxes payable for the three months ended December 31, 2025, and the twelve months ended December 31, 2025 and 2024, 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;
•Market demand for semiconductors, particularly in the industrial and automotive markets, and customer demand that differs from forecasts;
•Our ability to compete in products and prices in an intensely competitive industry;
•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 recruit and retain 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;
•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;
•Financial difficulties of our distributors or semiconductor distributors' promotion of competing product lines to our detriment; or disputes with current or former distributors;
•Losses or curtailments of purchases from key customers or the timing and amount of customer inventory adjustments;
•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;
•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;
•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, personal electronics, enterprise systems 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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