Texas Instruments (TXN) SVP Gary Mark gets major RSU and stock option awards

Rhea-AI Filing Summary

Texas Instruments Sr. Vice President Gary Mark reported multiple equity compensation transactions. On January 29, 2026, he received 11,418 shares of common stock through an award of restricted stock units under the 2024 Long-Term Incentive Plan, bringing his direct common stock holdings to 58,504 shares.

That same day, he was granted a non-qualified stock option for 40,444 shares of common stock at an exercise price of $218.97 per share, which becomes exercisable in four equal installments beginning on January 29, 2027. On January 30, 2026, 2,709 shares of common stock were withheld at $218.97 per share in a transaction coded “F,” leaving him with 55,795 shares of common stock held directly.

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

OMB APPROVAL

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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^*

Gary Mark

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Vice President

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		11,418(1)	A	$0	58,504	D
Common Stock	01/30/2026		F		2,709	D	$218.97	55,795	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		40,444		(2)	01/29/2036	Common Stock	40,444	$0	40,444	D

Explanation of Responses:

1. Award of restricted stock units pursuant to 2024 Long-Term Incentive 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).
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FAQ

What insider transactions did Texas Instruments (TXN) report for Gary Mark?

Texas Instruments reported that Sr. Vice President Gary Mark received 11,418 common shares from restricted stock units and a non-qualified stock option for 40,444 shares. He also had 2,709 shares withheld in a transaction coded “F,” ending with 55,795 common shares held directly.

How many Texas Instruments (TXN) shares does Gary Mark own after these Form 4 transactions?

After the reported transactions, Gary Mark directly owns 55,795 shares of Texas Instruments common stock. This reflects the 11,418-share award of restricted stock units on January 29, 2026, and the subsequent withholding of 2,709 shares in a transaction coded “F” on January 30, 2026.

What stock option grant did Texas Instruments (TXN) give Gary Mark on January 29, 2026?

Gary Mark received a non-qualified stock option for 40,444 Texas Instruments common shares with a $218.97 exercise price. The option becomes exercisable in four equal installments beginning January 29, 2027, and expires January 29, 2036, aligning with the company’s long-term equity incentive structure.

What does the restricted stock unit award to Gary Mark at Texas Instruments (TXN) involve?

Gary Mark’s award covers 11,418 restricted stock units granted under the 2024 Long-Term Incentive Plan, reported as common stock acquired at $0 per share. These units convert into common shares, increasing his direct holdings and tying his compensation to Texas Instruments’ share performance over time.

What is the meaning of transaction code "F" in Gary Mark’s Texas Instruments (TXN) Form 4?

In Gary Mark’s filing, the "F" code reflects 2,709 Texas Instruments shares disposed of at $218.97 per share. This code typically indicates shares withheld by the issuer to satisfy tax obligations from equity awards, leaving him with 55,795 common shares owned directly afterward.