Texas Instruments (TXN) VP Julie Knecht receives new stock awards and options

Rhea-AI Filing Summary

Texas Instruments Inc. executive Julie C. Knecht, VP & Chief Accounting Officer, reported new equity awards and a tax-related share withholding. On January 29, 2026, she acquired 1,256 shares of common stock at $0, noted as an award of restricted stock units under the 2024 Long-Term Incentive Plan, bringing her direct holdings to 14,123 shares at that time.

She also received a nonqualified stock option for 4,449 shares at an exercise price of $218.97 per share, expiring on January 29, 2036. The option becomes exercisable in four equal installments beginning on January 29, 2027. On January 30, 2026, 281 shares of common stock were disposed of at $218.97 per share in a transaction coded "F," typically indicating shares withheld to cover tax obligations, leaving 13,842 common shares directly owned.

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^*

Knecht Julie C.

(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)
	VP & Chief Accounting Officer

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		1,256(1)	A	$0	14,123	D
Common Stock	01/30/2026		F		281	D	$218.97	13,842	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		4,449		(2)	01/29/2036	Common Stock	4,449	$0	4,449	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.
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FAQ

What insider transactions did Texas Instruments (TXN) report for Julie C. Knecht?

Texas Instruments reported that VP & Chief Accounting Officer Julie C. Knecht received 1,256 shares of common stock and a nonqualified stock option for 4,449 shares on January 29, 2026, plus a tax-related disposition of 281 shares on January 30, 2026.

How many Texas Instruments (TXN) shares does Julie C. Knecht own after these Form 4 transactions?

After the reported transactions, Julie C. Knecht directly owns 13,842 shares of Texas Instruments common stock. She also holds a nonqualified stock option covering 4,449 shares, awarded on January 29, 2026 under the company’s 2024 Long-Term Incentive Plan.

What stock option grant did Texas Instruments (TXN) give to Julie C. Knecht?

Julie C. Knecht received a nonqualified stock option for 4,449 Texas Instruments shares at an exercise price of $218.97 per share. This option was granted on January 29, 2026 and expires on January 29, 2036, subject to a four-installment vesting schedule.

When do Julie C. Knecht’s new Texas Instruments stock options start vesting?

The nonqualified stock option granted to Julie C. Knecht begins vesting on January 29, 2027. It becomes exercisable in four equal installments starting on that date, continuing annually, and remains exercisable until its stated expiration date of January 29, 2036.

What does the transaction code "F" mean in Julie C. Knecht’s Texas Instruments Form 4?

Transaction code "F" on the Form 4 shows 281 Texas Instruments shares were disposed of at $218.97 per share. Code F typically reflects shares withheld or tendered to satisfy tax withholding obligations related to a prior equity award, rather than an open-market sale.

Were Julie C. Knecht’s Texas Instruments equity awards part of a long-term incentive plan?

Yes. A footnote explains that 1,256 shares were awarded as restricted stock units pursuant to Texas Instruments’ 2024 Long-Term Incentive Plan. The same filing reports a related nonqualified stock option covering 4,449 shares, also granted on January 29, 2026.