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Texas Instruments (NASDAQ: TXN) director exercises options and sells 8,838 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Texas Instruments director Carrie Smith Cox exercised stock options and sold the resulting shares of common stock. She exercised options for 4,532 shares at $104.41 per share and 4,306 shares at $110.15 per share, then sold a total of 8,838 shares in open-market transactions around $306 per share. Following these transactions, she holds 37,626 shares of Texas Instruments common stock directly.

Positive

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Negative

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Insider COX CARRIE SMITH
Role null
Sold 8,838 shs ($2.71M)
Type Security Shares Price Value
Exercise NQ Stock Option (Right to Buy) 4,306 $0.00 --
Exercise NQ Stock Option (Right to Buy) 4,532 $0.00 --
Exercise Common Stock 4,306 $110.15 $474K
Exercise Common Stock 4,532 $104.41 $473K
Sale Common Stock 8,393 $306.3737 $2.57M
Sale Common Stock 445 $307.0433 $137K
Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 41,932 shares (Direct, null)
Footnotes (1)
  1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $305.91 to $306.89. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $306.94 to $307.24. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price. The option became exercisable in four equal annual installments beginning on January 25, 2019. The option became exercisable in four equal annual installments beginning on January 25, 2020.
Shares sold 8,838 shares Total common shares sold in open-market transactions on May 13, 2026
Sale price (first block) $307.0433 per share Weighted average price for 445-share sale of common stock
Sale price (second block) $306.3737 per share Weighted average price for 8,393-share sale of common stock
Options exercised (first grant) 4,532 shares at $104.41 Nonqualified stock option exercise into common stock
Options exercised (second grant) 4,306 shares at $110.15 Nonqualified stock option exercise into common stock
Shares owned after transactions 37,626 shares Director’s direct holdings of Texas Instruments common stock after May 13, 2026
Net buy/sell direction 8,838 net shares sold Form 4 transaction summary netBuySellShares
NQ Stock Option (Right to Buy) financial
"security_title: NQ Stock Option (Right to Buy)"
weighted average sale price financial
"The price in Table 1 is a weighted average sale price."
non-derivative financial
"transaction_type: non-derivative"
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
COX CARRIE SMITH
(Last)(First)(Middle)
12500 TI BOULEVARD
(Street)
DALLAS TEXAS 75243
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TEXAS INSTRUMENTS INC [ TXN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/13/2026M4,306A$110.1541,932D
Common Stock05/13/2026M4,532A$104.4146,464D
Common Stock05/13/2026S8,393D$306.3737(1)38,071D
Common Stock05/13/2026S445D$307.0433(2)37,626D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
NQ Stock Option (Right to Buy)$110.1505/13/2026M4,306 (3)01/25/2028Common Stock4,306$00D
NQ Stock Option (Right to Buy)$104.4105/13/2026M4,532 (4)01/25/2029Common Stock4,532$00D
Explanation of Responses:
1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $305.91 to $306.89. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
2. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $306.94 to $307.24. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
3. The option became exercisable in four equal annual installments beginning on January 25, 2019.
4. The option became exercisable in four equal annual installments beginning on January 25, 2020.
Remarks:
/s/ Shannon Thompson, Attorney in Fact05/14/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TXN director Carrie Smith Cox report?

Carrie Smith Cox reported exercising stock options and selling the resulting shares. She exercised options for 8,838 Texas Instruments common shares and then sold all 8,838 shares in open-market transactions, converting an option position into common stock and then into cash.

How many Texas Instruments (TXN) shares did the director sell?

She sold 8,838 shares of Texas Instruments common stock. The sales were reported in two line items of 445 shares and 8,393 shares, both coded as open-market sales, with prices around the low $300 per-share range according to the weighted average disclosures.

At what prices were the TXN insider sales executed?

The filing reports weighted average sale prices around $306.37 and $307.04 per share. Footnotes state actual sale prices ranged from $305.91 to $307.24, and Texas Instruments undertakes to provide detailed price breakdowns upon request.

What were the stock option exercise prices in the TXN Form 4?

The director exercised two nonqualified stock option grants with exercise prices of $104.41 and $110.15 per share. Each option converted into the same number of Texas Instruments common shares as reported, 4,532 and 4,306 shares respectively, before the subsequent sales.

How many TXN shares does the director own after these transactions?

After completing the exercises and sales, Carrie Smith Cox directly owns 37,626 shares of Texas Instruments common stock. This post-transaction holding reflects her remaining direct equity stake as reported in the Form 4 following the activity on May 13, 2026.

Were the Texas Instruments (TXN) insider sales large compared with the exercised options?

The number of shares sold, 8,838, matches the total shares acquired through option exercises. This pattern indicates an exercise-and-sell transaction, where all shares obtained by exercising the two stock option grants were then sold in the market on the same reported date.