TEXAS INSTRUMENTS INC 8-K

What Happened

• Texas Instruments Incorporated filed a Form 8-K on February 6, 2026 reporting that its Board approved amendments to the Company’s By-Laws on February 3, 2026.
• The amendments add a forum selection provision designating the Delaware Court of Chancery (or, if it lacks jurisdiction, the U.S. District Court for the District of Delaware) as the sole and exclusive forum for certain state corporate law and shareholder derivative claims, and designate the federal district courts of the United States as the sole and exclusive forum for claims arising under the Securities Act of 1933.
• The amended By-Laws are attached to the filing as Exhibit 3.1.

Key Details

• Board approval date: February 3, 2026; Form 8-K filed: February 6, 2026.
• Delaware Court of Chancery (or U.S. District Court for the District of Delaware if Chancery lacks jurisdiction) is the exclusive forum for certain state corporate and derivative claims.
• Federal district courts are designated as the exclusive forum for Securities Act claims.
• Text of the amended By-Laws is included as Exhibit 3.1 to the 8-K.

Why It Matters

• Forum-selection provisions determine where shareholders can bring certain lawsuits against the company or its directors, concentrating litigation in specified courts.
• For investors, this can affect litigation strategy, timing, and potentially the legal costs and procedures that govern disputes involving corporate governance or securities law claims.
• The change is a procedural/structural governance update rather than a financial change; it does not alter the company’s operations or financial statements.