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TXN 424B5: Secondary offering

Filed with the SEC on · accession 0001193125-26-434821

TXN filed a 424B5 (prospectus (offering)) with the SEC on Oct 28, 2026. The final terms of an offering of shares or bonds. The stock moved +0.3% by the first close after the filing.

Summary of the filing

Texas Instruments is offering $2 billion in senior unsecured notes across four series (2028, 2031, 2033, and 2036 maturities) to finance a portion of the purchase price for its acquisition of Silicon Laboratories Inc.

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Key details

Total aggregate principal amount of notes offered$2.0B
Aggregate principal amount of 5.000% Notes due 2028$500.0M
Aggregate principal amount of 5.350% Notes due 2031$500.0M
Aggregate principal amount of 5.500% Notes due 2033$500.0M
Aggregate principal amount of 5.750% Notes due 2036$500.0M
Total public offering price$2.0B
Total underwriting discounts$5.9M
Total proceeds to issuer before expenses$2.0B
IssuerTexas Instruments Incorporated
Acquisition targetSilicon Laboratories Inc.
Merger subsidiaryCaldwell Merger Corp.
Joint book-running managerJ.P. Morgan
Joint book-running managerCitigroup
Joint book-running managerBofA Securities
Joint book-running managerUS Bancorp
Joint book-running managerBarclays
Joint book-running managerMizuho
Joint book-running managerMorgan Stanley
Joint book-running managerMUFG
Co-managerGoldman Sachs & Co. LLC

How TXN stock reacted

Close before

$308.91

Oct 27, 2026

First close after

+0.30%

$309.83

5 trading days

+1.16%

$312.49

Since filing

-4.27%

$295.73

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Frequently asked questions

What did TXN file with the SEC on Oct 28, 2026?

TXN filed a 424B5 (Secondary offering). Texas Instruments is offering $2 billion in senior unsecured notes across four series (2028, 2031, 2033, and 2036 maturities) to finance a portion of the purchase price for its acquisition of Silicon Laboratories Inc.

What does a secondary offering mean for TXN stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did TXN stock react to this filing?

TXN closed at $308.91 before the filing and $309.83 on Oct 28, 2026 (+0.30%). Five trading days later: $312.49 (+1.16%).

Other TXN SEC filings

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