Texas Instruments (TXN) director granted shares and 1,860-share stock option

Rhea-AI Filing Summary

Texas Instruments director Martin S. Craighead reported equity awards from the company. On January 29, 2026, he received 525 shares of common stock at $0 under the Texas Instruments 2018 Director Compensation Plan, bringing his directly held common stock to 24,359 shares.

On the same date, he was also granted a non-qualified stock option for 1,860 shares with an exercise price of $218.97 per share. This option becomes exercisable in four equal installments beginning January 29, 2027 and runs until January 29, 2036.

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

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^*

Craighead Martin S

(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	24,359	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.
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 Texas Instruments (TXN) disclose in this Form 4?

Texas Instruments director Martin S. Craighead reported two equity awards on January 29, 2026: an outright grant of 525 shares of common stock at $0, and a non-qualified stock option for 1,860 shares with a $218.97 exercise price.

How many Texas Instruments (TXN) shares does the director own after these grants?

After the reported transaction, director Martin S. Craighead directly holds 24,359 shares of Texas Instruments common stock. In addition, he holds a non-qualified stock option covering 1,860 shares, which represents a right to buy additional shares if exercised in the future.

What are the terms of the new stock options granted by Texas Instruments (TXN)?

The filing shows a non-qualified stock option for 1,860 shares with a $218.97 exercise price. The option becomes exercisable in four equal installments starting on January 29, 2027 and remains outstanding until its January 29, 2036 expiration date.

What is the source of the 525-share stock grant in the Texas Instruments (TXN) Form 4?

The 525-share common stock grant is an award of restricted stock units made under the Texas Instruments 2018 Director Compensation Plan. These awards are part of the company’s standard compensation program for directors, rather than an open-market purchase or sale.

Is the Texas Instruments (TXN) director’s new equity award a purchase or a grant?

The reported transactions are grants, not market purchases. Both the 525 common shares and the 1,860-share non-qualified stock option were acquired at a reported price of $0, reflecting equity compensation rather than cash-funded buying activity.

When can the Texas Instruments (TXN) director exercise his new stock options?

The 1,860-share non-qualified stock option begins vesting on January 29, 2027. It becomes exercisable in four equal installments starting on that date, with the option remaining exercisable until its stated January 29, 2036 expiration.