8-K – 2026-06-02 – dp247795_8k.htm

false
0000097476

0000097476

2026-05-27
2026-05-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

 

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):
May 27, 2026

____________________________

 

TEXAS INSTRUMENTS INCORPORATED

(Exact name of registrant as specified in its
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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 27, 2026, the Board appointed Julie Knecht to become senior
vice president and Chief Financial Officer (Chief Accounting Officer) of Texas Instruments Incorporated (the “Company”) effective
August 1, 2026. Ms. Knecht will succeed Rafael Lizardi, who will retire after 25 years with the Company. Mr. Lizardi’s retirement
is not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s
financial or reporting practices or internal control over financial reporting. In connection with Mr. Lizardi’s retirement, the
Company and Mr. Lizardi expect to enter into a separation agreement as described beginning on page 46 of the Company’s 2026 Proxy
Statement in the section subtitled “Separation agreements”.

 

Ms. Knecht, 54, has served in various positions with the Company for
more than 25 years, including most recently as vice president and Chief Accounting Officer since 2021. In connection with her appointment,
Ms. Knecht will receive an annual base salary of $700,000, and equity compensation totaling $2 million in restricted stock units.

 

 

 

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: June 2, 2026
By:
/s/ Katie Kane 

 
 
Katie Kane

 
 
Senior Vice President, Secretary and

 
 
General Counsel