Texas Instruments (TXN) SVP gains RSUs, options and has shares withheld for taxes

Rhea-AI Filing Summary

Texas Instruments executive Katharine Kane reported new equity awards and a small share withholding transaction. On January 29, 2026, she received 4,796 shares of common stock as a restricted stock unit award under the 2024 Long-Term Incentive Plan and 16,987 nonqualified stock options with an exercise price of $218.97 per share, vesting in four equal installments beginning January 29, 2027 and expiring January 29, 2036. On January 30, 2026, 311 shares of common stock were withheld at $218.97 per share, typically for tax obligations, leaving her with 25,181 shares of common stock and 16,987 stock options 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^*

Kane Katharine

(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)
	SVP and General Counsel

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		4,796(1)	A	$0	25,492	D
Common Stock	01/30/2026		F		311	D	$218.97	25,181	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		16,987		(2)	01/29/2036	Common Stock	16,987	$0	16,987	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did TXN executive Katharine Kane report on this Form 4?

Katharine Kane reported receiving restricted stock and stock options, plus a tax-related share withholding. She acquired 4,796 shares of Texas Instruments common stock, 16,987 nonqualified stock options, and had 311 shares withheld, all in late January 2026, held directly afterward.

How many Texas Instruments (TXN) shares does Katharine Kane own after these transactions?

After the reported transactions, Katharine Kane beneficially owns 25,181 shares of Texas Instruments common stock. In addition, she directly holds 16,987 nonqualified stock options, providing rights to buy the same number of shares subject to vesting and the stated exercise terms.

What equity awards did Texas Instruments (TXN) grant Katharine Kane under the 2024 plan?

Kane received 4,796 restricted stock units under the 2024 Long-Term Incentive Plan and 16,987 nonqualified stock options. These awards reflect long-term incentive compensation, pairing full-value shares with options exercisable at $218.97 per share over a defined vesting and expiration schedule.

When do Katharine Kane’s Texas Instruments stock options start vesting and when do they expire?

Her nonqualified stock options begin vesting in four equal installments starting January 29, 2027. The options have an expiration date of January 29, 2036, giving a long exercise window once vested, provided continued service and other plan conditions are met.

Why were 311 Texas Instruments (TXN) shares reported as disposed of at $218.97?

The 311-share disposition was coded as an "F" transaction, indicating tax withholding from equity awards. Shares were withheld at $218.97 per share, commonly used to cover income tax obligations arising from vesting or settlement of stock-based compensation for the executive.

Are Katharine Kane’s reported Texas Instruments holdings direct or indirect?

All reported holdings in this Form 4 are listed as directly owned by Katharine Kane. Both the 25,181 shares of common stock following the transactions and the 16,987 nonqualified stock options are shown with direct ownership and no indicated indirect ownership structures.