Texas Instruments (TXN) director Janet F. Clark receives stock and option grants

Rhea-AI Filing Summary

Texas Instruments (TXN) director Janet F. Clark received equity-based compensation on January 29, 2026. She acquired 525 shares of common stock at $0 per share, described as an award of restricted stock units under the Texas Instruments 2018 Director Compensation Plan. On the same date, she was granted a nonqualified stock option to buy 1,860 shares of common stock at an exercise price of $218.97 per share. The option becomes exercisable in four equal installments beginning on January 29, 2027. Following these transactions, she directly holds 11,341 shares of common stock and 1,860 stock options.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CLARK JANET F

(Last) (First) (Middle)

12500 TI BOULEVARD

(Street)

DALLAS TX 75243

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TEXAS INSTRUMENTS INC [ TXN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		A		525(1)	A	$0	11,341	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
NQ Stock Option (Right to Buy)	$218.97	01/29/2026		A		1,860		(2)	01/29/2036	Common Stock	1,860	$0	1,860	D

Explanation of Responses:

1. Award of restricted stock units granted under the Texas Instruments 2018 Director Compensation Plan.

2. The stock option becomes exercisable in four equal installments beginning on January 29, 2027.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Shannon Thompson, Attorney in Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Texas Instruments (TXN) director Janet F. Clark acquire in this Form 4 filing?

Janet F. Clark received 525 shares of Texas Instruments common stock and a nonqualified stock option for 1,860 shares. Both awards were granted as part of director compensation and increase her direct equity exposure to the company.

How many Texas Instruments (TXN) common shares does Janet F. Clark own after this transaction?

After the reported transaction, Janet F. Clark directly holds 11,341 shares of Texas Instruments common stock. This figure reflects the addition of 525 shares awarded on January 29, 2026, under the company’s 2018 Director Compensation Plan.

What are the key terms of Janet F. Clark’s new stock option in Texas Instruments (TXN)?

She received a nonqualified stock option for 1,860 Texas Instruments shares with an exercise price of $218.97. The option vests in four equal installments, beginning January 29, 2027, and is scheduled to expire on January 29, 2036, if not exercised earlier.

When do Janet F. Clark’s newly granted Texas Instruments (TXN) stock options become exercisable?

The stock option becomes exercisable in four equal installments starting on January 29, 2027. This means portions of the 1,860-share option will vest over time, allowing her to buy Texas Instruments stock at the fixed $218.97 exercise price.

What is the nature of the stock award reported for Texas Instruments (TXN) director Janet F. Clark?

The 525-share award is described as restricted stock units granted under the Texas Instruments 2018 Director Compensation Plan. These units represent a form of non-cash director compensation that converts into common stock, increasing her direct ownership once delivered.

Is Janet F. Clark’s ownership in Texas Instruments (TXN) reported as direct or indirect?

The Form 4 reports Janet F. Clark’s 11,341 common shares and 1,860 stock options as directly owned. There is no indication of indirect ownership through entities or related persons in the provided excerpt, and the nature-of-ownership field is left blank.