Texas Instruments (TXN) VP exercises options and sells common shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Texas Instruments senior vice president Gary Mark reported option exercises and share sales. On February 11, 2026, he exercised 12,921 nonqualified stock options at $110.15 per share, receiving the same number of common shares. He then sold 12,921 shares that day at a weighted average price of $230.0988 per share in open-market transactions, and sold 10,248 shares on February 10, 2026 at a weighted average price of $220.8331 per share. After these transactions, he directly owned 45,547 Texas Instruments common shares.

Insider Trade Summary

Net Seller: 23,169 shares ($5,236,204)

Net Sell 4 txns

Insider Gary Mark

Role Sr. Vice President

Sold 23,169 shs ($5.24M)

Type	Security	Shares	Price	Value
Exercise	NQ Stock Option (Right to Buy)	12,921	$0.00	--
Exercise	Common Stock	12,921	$110.15	$1.42M
Sale	Common Stock	12,921	$230.0988	$2.97M
Sale	Common Stock	10,248	$220.8331	$2.26M

Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 58,468 shares (Direct)

Footnotes (1)

The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $220.655 to $220.99. 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 $229.8 to $230.36. 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.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 04:26 PM

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^*

Gary Mark

(Last)

(First)

(Middle)

12500 TI BOULEVARD

(Street)

DALLAS

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)
	Sr. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		S		10,248	D	$220.8331⁽¹⁾	45,547	D
Common Stock	02/11/2026		M		12,921	A	$110.15	58,468	D
Common Stock	02/11/2026		S		12,921	D	$230.0988⁽²⁾	45,547	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NQ Stock Option (Right to Buy)	$110.15	02/11/2026		M			12,921	⁽³⁾	01/25/2028	Common Stock	12,921	$0	0	D

Explanation of Responses:

1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $220.655 to $220.99. 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 $229.8 to $230.36. 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.

Remarks:

	/s/ Shannon Thompson, Attorney in Fact	02/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Texas Instruments (TXN) executive Gary Mark report?

Gary Mark reported exercising 12,921 nonqualified stock options and selling common shares. He sold 10,248 shares on February 10, 2026 and 12,921 shares on February 11, 2026 in open-market transactions, all in Texas Instruments common stock.

How many Texas Instruments (TXN) shares did Gary Mark sell and at what prices?

Gary Mark sold 10,248 shares at a weighted average price of $220.8331 and 12,921 shares at a weighted average price of $230.0988. Both were open-market sales in Texas Instruments common stock across narrow price ranges disclosed in the filing footnotes.

What stock options did Gary Mark exercise in this Texas Instruments (TXN) Form 4?

He exercised 12,921 nonqualified stock options with an exercise price of $110.15 per share. These options, originally exercisable in four equal annual installments beginning January 25, 2019, converted into 12,921 shares of Texas Instruments common stock on February 11, 2026.

How many Texas Instruments (TXN) shares does Gary Mark own after these transactions?

After completing the reported option exercise and share sales, Gary Mark directly owned 45,547 shares of Texas Instruments common stock. This post-transaction holding reflects his remaining direct ownership reported in the Form 4’s non-derivative securities table.

What does the weighted average sale price mean in Gary Mark’s TXN trades?

The weighted average price represents the average sale price across multiple trades executed within a narrow range. For the February 10 and 11, 2026 sales, Texas Instruments states detailed price and share breakdowns are available upon request, covering the full disclosed trading ranges.

Are Gary Mark’s Texas Instruments (TXN) holdings reported as direct or indirect ownership?

His reported holdings are classified as direct ownership. The Form 4 shows ownership code “D” for both his post-transaction common stock position and the derivative securities, with no separate entity or indirect ownership structure noted in the filing footnotes.