Texas Instruments Files Preliminary Prospectus Supplement for Multi-Tranche Senior Notes Offering

Offering Summary

Texas Instruments Incorporated filed a preliminary prospectus supplement under Rule 424(b)(5) (Registration No. 333-284977) relating to an offering of four tranches of Senior Notes:

• Issuer: Texas Instruments Incorporated
• Securities Offered: Four tranches of fixed-rate Senior Notes maturing in unspecified future years (amounts, coupons, and maturities subject to final pricing).
• Interest Payments: Semi-annually in arrears, commencing in 2027.
• Ranking: Unsecured senior obligations, ranking equally with existing and future senior unsubordinated debt, and structurally subordinated to liabilities of subsidiaries.

Use of Proceeds & M&A Context

• Acquisition of Silicon Laboratories Inc. (Silicon Labs): Net proceeds are slated to fund a portion of the cash consideration for the acquisition of Silicon Labs pursuant to the Agreement and Plan of Merger dated February 4, 2026. The all-cash transaction values Silicon Labs at $231.00 per share (enterprise value of approximately $7.5 billion).
• Delayed Draw Facility: In June 2026, Texas Instruments entered into a 364-day delayed draw term loan facility for up to $5 billion to support the acquisition, with zero drawn as of September 30, 2026.
• Offering Independence: The closing of the Notes offering is not conditioned upon the consummation of the Silicon Labs acquisition.

Special Mandatory Redemption

• The Notes include a Special Mandatory Redemption (SMR) feature.
• If the acquisition does not close on or before the Special Mandatory Redemption End Date (tied to February 4, 2027, with potential extensions under the merger agreement to August 4, 2027, or February 4, 2028), if the merger agreement is terminated, or if TI determines the deal will not close, TI must redeem the Notes in whole at 101% of principal amount plus accrued and unpaid interest.

Capital Structure & Existing Debt

• As of September 30, 2026, Texas Instruments had approximately $13.7 billion principal amount of total outstanding indebtedness.
• Consolidated total liabilities were approximately $17.7 billion, of which approximately $1.5 billion were held by subsidiaries (to which these senior notes are structurally subordinated).