8-KCorporate ChangesExhibits & Filings

TEXAS INSTRUMENTS INC 8-K Report, Bylaw Amendment (Feb 6, 2026)

Filed February 6, 2026For Securities:TXN

Summary

Texas Instruments Incorporated (TXN) announced an amendment to its By-Laws on February 3, 2026, approved by its Board of Directors. This amendment introduces a forum selection provision. The primary purpose is to designate specific courts as the exclusive venue for various types of legal disputes, aiming to streamline and centralize litigation related to the Company's corporate affairs and securities. For investors, this means that most state corporate law claims and shareholder derivative suits will now be exclusively heard in the Delaware Court of Chancery or the U.S. District Court for the District of Delaware. Furthermore, any claims arising under the Securities Act of 1933 will be exclusively handled by the federal district courts of the United States. While this move is intended to reduce litigation costs and unpredictability, investors should be aware of the potential impact on their ability to pursue legal remedies in their preferred jurisdictions.

Key Highlights

  • 1Texas Instruments amended its By-Laws to implement a forum selection provision.
  • 2The provision designates the Delaware Court of Chancery or U.S. District Court for the District of Delaware as the exclusive forum for certain state corporate law and shareholder derivative claims.
  • 3Federal district courts of the United States are designated as the exclusive forum for claims arising under the Securities Act of 1933.
  • 4The amendments were approved by the Board of Directors on February 3, 2026.
  • 5This change aims to centralize and potentially reduce litigation costs and complexity for the Company.
  • 6The full text of the amended By-Laws is attached as Exhibit 3.1 to the filing.

Frequently Asked Questions

A forum selection provision is an agreement within a company's governing documents that specifies the exclusive venue for resolving certain legal disputes. Texas Instruments is implementing this to centralize litigation related to its corporate and securities matters in designated courts, aiming to reduce legal costs, ensure consistency in rulings, and potentially deter forum-shopping by plaintiffs.

This amendment restricts where you can file certain types of lawsuits. If you have a claim concerning Texas Instruments' corporate law or are a shareholder bringing a derivative suit, you will generally need to file in Delaware. Claims related to the Securities Act of 1933 must be filed in a U.S. federal district court. This limits your choice of jurisdiction compared to before the amendment.

While the provision aims to streamline legal processes for the company, some investors might view it as a hurdle. It could increase the cost and complexity for an individual investor to pursue a claim, especially if they are located far from Delaware or a federal district court. It may also be perceived as an attempt to make litigation more difficult for shareholders.

The provision covers certain state corporate law claims, shareholder derivative claims (which will be heard in Delaware), and any complaint asserting a cause of action arising under the Securities Act of 1933 or its rules (which will be heard in federal district courts).