Texas Instruments Prices $2.0 Billion Senior Notes Offering to Finance Silicon Labs Acquisition

Offering Overview

Texas Instruments Incorporated filed a Form 424B5 prospectus supplement covering the public offering of $2,000,000,000 aggregate principal amount of senior unsecured notes. The offering is divided into four equal tranches of $500 million each:

• $500,000,000 5.000% Notes due November 9, 2028: Offered at 99.827%
• $500,000,000 5.350% Notes due November 9, 2031: Offered at 99.779%
• $500,000,000 5.500% Notes due November 9, 2033: Offered at 99.587%
• $500,000,000 5.750% Notes due November 9, 2036: Offered at 99.910%

Use of Proceeds & M&A Context

Net proceeds to Texas Instruments before expenses are $1,989,640,000 (total public offering price of $1,995,515,000 less $5,875,000 in underwriting discounts). The net proceeds are earmarked to fund a portion of the purchase price for the acquisition of Silicon Laboratories Inc. (Silicon Labs), announced in February 2026 for $231.00 per share in cash (~$7.5 billion enterprise value), and to pay associated fees and expenses.

Key Terms & Protective Covenants

• Special Mandatory Redemption: If the Silicon Labs acquisition is not completed on or prior to the Special Mandatory Redemption End Date (February 4, 2027, subject to potential extension up to early 2028) or if the merger agreement is terminated, Texas Instruments must redeem the notes in whole at 101% of aggregate principal amount plus accrued interest.
• Ranking: Unsecured senior obligations of Texas Instruments Incorporated, ranking equally with all other existing and future unsecured, unsubordinated debt, and structurally subordinated to liabilities of subsidiaries ($1.5 billion as of September 30, 2026).