Texas Instruments Incorporated filed an Issuer Free Writing Prospectus on October 26, 2026, disclosing the pricing terms for a four-tranche senior notes offering totaling $2,000,000,000 in aggregate principal amount, with a trade date of October 26, 2026, and settlement date of November 9, 2026.

Key Highlights

  • Four tranches, $500 million each: The offering comprises 5.000% Notes due 2028, 5.350% Notes due 2031, 5.500% Notes due 2033, and 5.750% Notes due 2036, each with a principal amount of $500,000,000.
  • Combined pre-expense proceeds: Proceeds before expenses to Texas Instruments total $1,989,640,000 across all four tranches ($498,135,000; $497,395,000; $496,310,000; and $497,800,000, respectively).
  • Settlement November 9, 2026: All four tranches share a T+10 settlement date of November 9, 2026, with interest payments due each May 9 and November 9 beginning May 9, 2027.
  • Special Mandatory Redemption tied to an Acquisition: All four tranches include a special mandatory redemption at 101% of principal plus accrued interest if a defined Acquisition is not consummated by the applicable Special Mandatory Redemption End Date, if the Merger Agreement is terminated, or if the issuer determines the Acquisition will not be consummated.
  • Acquisition deadline starts February 4, 2027: According to the filing, the initial Special Mandatory Redemption End Date is February 4, 2027, with possible automatic extensions to August 4, 2027, or February 4, 2028, under the Merger Agreement's terms.
  • Yields range from 5.092% to 5.762%: Yield to maturity for the four tranches is 5.092% (2028 Notes), 5.401% (2031 Notes), 5.572% (2033 Notes), and 5.762% (2036 Notes).

Texas Instruments' October 2026 Four-Tranche Debt Pricing Terms

According to the filing, Texas Instruments Incorporated priced four series of senior notes on October 26, 2026, each with a principal amount of $500,000,000. The 5.000% Notes due November 9, 2028 were priced at 99.827% of principal, at a spread of +38 basis points over the benchmark 4.750% Treasury due September 30, 2028. The 5.350% Notes due November 9, 2031 were priced at 99.779% of principal, at a spread of +58 basis points over the 5.000% Treasury due September 30, 2031. CUSIPs for these two tranches are 882508 CN2 and 882508 CP7, respectively.

The 5.500% Notes due November 9, 2033 were priced at 99.587% of principal, at a spread of +68 basis points over the 5.000% Treasury due September 30, 2033, yielding 5.572%. The 5.750% Notes due November 9, 2036 were priced at 99.910% of principal, at a spread of +78 basis points over the 4.625% Treasury due August 15, 2036, yielding 5.762%. CUSIPs for these tranches are 882508 CQ5 and not fully disclosed for the 2036 tranche in the extracted text. All notes carry a 30/360 day count convention and are issued in denominations of $2,000 and multiples of $1,000 thereafter, the filing stated.

Each tranche includes a make-whole call provision and, for the 2031, 2033, and 2036 Notes, a par call option exercisable one to three months before maturity at 100% of principal. The filing also discloses that all four tranches are subject to the same Special Mandatory Redemption provisions, requiring redemption at 101% of principal plus accrued interest under specified conditions related to the referenced Acquisition and Merger Agreement described in the accompanying preliminary prospectus supplement.

What Was Disclosed

Texas Instruments Incorporated disclosed the pricing terms for a $2,000,000,000 four-tranche senior notes offering dated October 26, 2026, covering coupon rates, yields, spreads, proceeds, redemption features, and a special mandatory redemption tied to a pending acquisition.