02/06/2026 | Press release | Distributed by Public on 02/06/2026 06:30
| ITEM 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On February 3, 2026, the Board of Directors of Texas Instruments Incorporated (the "Company") approved By-Lawamendments to add a forum selection provision which provides that the Delaware Court of Chancery (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall be the sole and exclusive forum for certain state corporate law or shareholder derivative claims, and that the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 or any rule or regulation promulgated thereunder (in each case, as amended from time to time).
The foregoing description of the Company's By-Lawsis qualified in all respects by reference to the text of the By-Laws,which are attached hereto as Exhibit 3.1 hereto and incorporated herein by reference.