What changed in this filing

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Item 9A. Controls and Procedures

2026-02-06 compared with 2025-02-14 · 32 added, 31 removed, 193 unchanged (25% of the section changed)

61 unchanged sentences

The following table sets forth information about the company’s equity compensation plans as of December 31, 2025.

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

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

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

16 unchanged sentences

The financial statements are listed in the index included in Item 8, “Financial statements and supplementary data.”

Incorporated by Reference Filed or Furnished Herewith

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

Designation of Exhibit Incorporated by Reference Filed or Furnished Herewith

Description of Exhibit Form File Number Date of Filing Exhibit Number

3(a) Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended

1 unchanged sentence

3(b) By-Laws of the Registrant

8-K 001-3761 January 26, 2022 3

8-K 001-3761 February 6, 2026 3.1

4(a) Indenture

11 unchanged sentences

4(g) Officers’ Certificate

8-K 001-3761 March 12, 2020 4.1

4(h) Officers’ Certificate

8-K 001-3761 May 4, 2020 4.1

4(i) Officers’ Certificate

4(h) Officers’ Certificate

8-K 001-3761 September 15, 2021 4.1

4(j) Officers’ Certificate

4(i) Officers’ Certificate

8-K 001-3761 August 16, 2022 4.1

4(k) Officers’ Certificate

4(j) Officers’ Certificate

8-K 001-3761 November 18, 2022 4.1

4(l) Officers’ Certificate

4(k) Officers’ Certificate

8-K 001-3761 March 14, 2023 4.1

4(m) Officers’ Certificate

4(l) Officers’ Certificate

8-K 001-3761 May 18, 2023 4.1

4(n) Officers’ Certificate

4(m) Officers’ Certificate

8-K 001-3761 February 8, 2024 4.1

4(n) Officers’ Certificate

8-K 001-3761 May 23, 2025 4.1

4(o) Description of Securities

16 unchanged sentences

DEF 14A 001-3761 March 9, 2016 Appendix B

Incorporated by Reference Filed or Furnished Herewith

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

Designation of Exhibit Incorporated by Reference Filed or Furnished Herewith

Description of Exhibit Form File Number Date of Filing Exhibit Number

10(i) Texas Instruments 2009 Director Compensation Plan as amended January 19, 2012

9 unchanged sentences

19 Texas Instruments Incorporated Insider Trading Policy

10-K 001-3761 February 14, 2025 19

21 List of Subsidiaries of the Registrant

21 unchanged sentences

• 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;

• 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;

2 unchanged sentences

• 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;

• 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;

• 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;

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

• Instability in the global credit and financial markets;

5 unchanged sentences

TEXAS INSTRUMENTS INCORPORATED

/s/ Rafael Lizardi

Rafael Lizardi, Senior Vice President and Chief Financial Officer

/s/ Rafael R.

Lizardi, Senior Vice President and Chief Financial Officer

February 6, 2026

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, 2024, 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 the 14th day of February 2025.

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

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, 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.

/s/ Mark Blinn /s/ Todd Bluedorn

13 unchanged sentences

Pamela Patsley, Director

/s/ Robert Sanchez /s/ Richard Templeton

/s/ Robert Sanchez /s/ Haviv Ilan

Robert Sanchez, Director

Richard Templeton, Director and

Chairman of the Board

/s/ Haviv Ilan /s/ Rafael Lizardi

Haviv Ilan, Director, President and

Chief Executive Officer

Rafael Lizardi, Senior Vice President and

Haviv Ilan, Director, Chairman of the Board,

President and Chief Executive Officer

/s/ Rafael R.

Lizardi /s/ Julie Knecht

Lizardi, Senior Vice President and

Chief Financial Officer

/s/ Julie Knecht

Julie Knecht, Vice President and

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures