4 unchanged sentences
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)
−Removed: July 1 - 31, 2025 34,171 $ 187.28 34,171 $ 19.31 billion
−Removed: August 1 - 31, 2025 191,418 189.84 191,418 19.27 billion
−Removed: September 1 - 30, 2025 433,795 181.71 433,795 19.19 billion (b)
+Added: January 1 - 31, 2026 156,271 $ 187.17 156,271 $ 18.76 billion
+Added: February 1 - 28, 2026 72,608 215.12 72,608 18.74 billion
+Added: March 1 - 31, 2026 584,217 193.93 584,217 18.63 billion (b)
Total 813,096 813,096
(a) All open-market purchases during the quarter were made under the authorizations from our board of directors to purchase up to $12.0 billion and $15.0 billion of additional shares of TI common stock announced September 20, 2018, and September 15, 2022, respectively.
−Removed: (b) As of September 30, 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.
No expiration date has been specified for these authorizations.
+Added: (b) As of March 31, 2026, 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.
Designation of Exhibits in This Report Description of Exhibit
3(a) Restated Certificate of Incorporation of the Registrant, dated April 18, 1985, as amended (incorporated by reference to Exhibit 3(a) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014).
−Removed: 3(b) By-Laws of the Registrant (incorporated by reference to Exhibit 3 of the Registrant’s Current Report on Form 8-K filed January 26, 2022).
+Added: 3(b) By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed February 6, 2026).
31(a) Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or Rule 15d-14(a).†
19 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;
−Removed: • 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;
+Added: • Market demand for semiconductors, particularly in the industrial and automotive markets, and customer demand that differs from forecasts;
+Added: • 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;
−Removed: • Our ability to recruit and retain skilled personnel and effectively manage key employee succession;
+Added: • 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;
−Removed: • 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;
−Removed: • 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;
−Removed: • 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;
+Added: • 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;
+Added: • 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;
+Added: • Our ability to make principal and interest payments on our debt when due;
• Instability in the global credit and financial markets;
7 unchanged sentences
Lizardi, Senior Vice President and Chief Financial Officer
−Removed: October 23, 2025
+Added: April 24, 2026
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.