Texas Instruments (TXN) director granted 525 RSUs and 1,860-share stock option

Rhea-AI Filing Summary

Texas Instruments Inc. director Reginald DesRoches reported new equity awards. On January 29, 2026, he received 525 shares of common stock, described as an award of restricted stock units under the Texas Instruments 2018 Director Compensation Plan, bringing his directly held common stock to 2,308 shares.

He was also granted a nonqualified stock option for 1,860 shares of common stock 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.

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

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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^*

DesRoches Reginald

(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	2,308	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).
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FAQ

What insider transactions did TXN director Reginald DesRoches report?

Reginald DesRoches reported receiving 525 shares of Texas Instruments common stock and a nonqualified stock option for 1,860 shares. Both awards were granted on January 29, 2026 as part of his director compensation.

How many Texas Instruments (TXN) shares does Reginald DesRoches now hold?

After the January 29, 2026 equity award, Reginald DesRoches beneficially owns 2,308 shares of Texas Instruments common stock directly. This figure reflects his holdings following the 525-share restricted stock unit award reported in the filing.

What are the terms of the 1,860-share stock option granted to the TXN director?

The nonqualified stock option covers 1,860 shares of Texas Instruments common stock at an exercise price of $218.97 per share. It expires on January 29, 2036 and was granted as part of director compensation.

When do Reginald DesRoches’ Texas Instruments stock options become exercisable?

The stock option granted on January 29, 2026 becomes exercisable in four equal installments beginning on January 29, 2027. This means vesting occurs over time rather than all at once, according to the disclosure.

What plan governs the restricted stock units granted to the TXN director?

The 525-share award is described as restricted stock units granted under the Texas Instruments 2018 Director Compensation Plan. This plan governs equity compensation for directors, including the structure and conditions of such stock-based awards.