Texas Instruments Incorporated filed a Form 8-K on November 9, 2026, disclosing the consummation of a $2,000,000,000 debt offering comprising four separate series of fixed-rate notes issued that same day.

Key Highlights

  • Total issuance: $2,000,000,000 in aggregate principal amount of notes across four tranches, all consummated on November 9, 2026.
  • 2028 Notes: $500,000,000 aggregate principal amount of 5.000% Notes due 2028.
  • 2031 Notes: $500,000,000 aggregate principal amount of 5.350% Notes due 2031.
  • 2033 Notes: $500,000,000 aggregate principal amount of 5.500% Notes due 2033.
  • 2036 Notes: $500,000,000 aggregate principal amount of 5.750% Notes due 2036.
  • Underwriting agreement: Dated October 26, 2026, with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BofA Securities, Inc., and U.S. Bancorp Investments, Inc. as representatives of the underwriters.
  • Signing officer: Julie Knecht, Senior Vice President and Chief Financial Officer, signed on behalf of Texas Instruments.

Texas Instruments Closes $2 Billion Multi-Tranche Note Offering on November 9, 2026

According to the filing, Texas Instruments Incorporated (NASDAQ:TXN) completed the issuance and sale of $2,000,000,000 in notes on November 9, 2026, structured as four equal tranches of $500,000,000 each. The four series carry coupon rates of 5.000%, 5.350%, 5.500%, and 5.750%, with maturities in 2028, 2031, 2033, and 2036, respectively. The company disclosed that the notes were issued pursuant to an Indenture dated May 23, 2011, between Texas Instruments and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, along with an Officers' Certificate issued pursuant to that indenture.

The filing states that the notes were offered under Texas Instruments' Registration Statement on Form S-3 filed on February 14, 2025 (Reg. No. 333-284977), including a preliminary prospectus supplement and a prospectus supplement, both dated October 26, 2026. The underwriting agreement, also dated October 26, 2026, named J.P. Morgan Securities LLC, Citigroup Global Markets Inc., BofA Securities, Inc., and U.S. Bancorp Investments, Inc. as representatives of the several underwriters involved in the transaction.

The company disclosed that the material terms and conditions of the notes are set forth in the Indenture previously filed as an exhibit to Texas Instruments' Form 8-K dated May 23, 2011, as well as in the Officers' Certificate filed with this current report as Exhibit 4.1. An opinion from Davis Polk & Wardwell LLP was also filed as Exhibit 5.1 in connection with the offering.

What Was Disclosed

Texas Instruments disclosed the closing of a $2,000,000,000 four-tranche note offering on November 9, 2026, with maturities ranging from 2028 to 2036 and coupon rates from 5.000% to 5.750%, issued under an existing indenture and registration statement.