Texas Instruments CFO exercises options, sells shares

Texas Instruments Sr.

Rhea-AI Filing Summary

Texas Instruments Sr. Vice President & CFO Rafael R. Lizardi reported an option exercise and related stock sales. He exercised a nonqualified stock option to acquire 47,734 shares of common stock at a strike price of $174.81 per share, then sold 47,734 shares in open-market transactions. The reported sale prices include weighted-average prices of $307.8474, $308.5448, and $309.4487 per share, with footnotes noting price ranges around these levels. After these transactions, he holds 85,485 shares of Texas Instruments common stock directly and 33,994 shares indirectly through a SLAT.

Insider Trade Summary

Exercise and Sale: 47,734 shares ($6.36M approx. pre-tax spread)

Exercise and Sale 6 txns

Insider Lizardi Rafael R

Role Sr. Vice President & CFO

Sold 47,734 shs ($14.71M)

Approx. gross sale proceeds $14.71M

Approx. exercise cost $8.34M

Approx. pre-tax spread $6.36M

Type	Security	Shares	Price	Value
Exercise	NQ Stock Option (Right to Buy)	47,734	$0.00	$0.00
Exercise	Common Stock	47,734	$174.81	$8.34M
Sale	Common Stock	32,119	$307.8474	$9.89M
Sale	Common Stock	14,156	$308.5448	$4.37M
Sale	Common Stock	1,459	$309.4487	$451K
holding	Common Stock	--	--	--

Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 85,485 shares (Direct); Common Stock — 33,994 shares (Indirect, SLAT)

Footnotes (4)

1. F1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $307.29 to $308.29. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
2. F2. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $308.30 to $309.16. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
3. F3. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $309.32 to $309.80. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
4. F4. The option became exercisable in four equal annual installments beginning on January 27, 2023.

Key Figures

Shares sold: 47,734 shares Sale prices: $307.8474, $308.5448, $309.4487 per share Option exercise size: 47,734 shares +3 more

6 metrics

Shares sold 47,734 shares Open-market sales of common stock on May 14, 2026

Sale prices $307.8474, $308.5448, $309.4487 per share Weighted-average prices for three reported sale tranches

Option exercise size 47,734 shares Nonqualified stock option converted into common stock

Option exercise price $174.81 per share Exercise price of NQ Stock Option (Right to Buy)

Direct holdings after 85,485 shares Common stock held directly after reported transactions

Indirect holdings after 33,994 shares Common stock held indirectly through a SLAT

Key Terms

NQ Stock Option (Right to Buy), non-derivative, derivative security, weighted average sale price, +1 more

5 terms

NQ Stock Option (Right to Buy) financial

"security_title: "NQ Stock Option (Right to Buy)""

non-derivative financial

"transaction_type: "non-derivative" for common stock sales"

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.

weighted average sale price financial

"footnote: "The price in Table 1 is a weighted average sale price.""

SLAT financial

"nature_of_ownership: "SLAT" for indirect common stock holding"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Texas Instruments (TXN) CFO Rafael Lizardi report in this Form 4?

He exercised stock options and sold shares. Rafael R. Lizardi exercised a nonqualified stock option for 47,734 Texas Instruments shares at $174.81 and sold 47,734 shares in open-market transactions at weighted-average prices slightly above $307 per share.

How many Texas Instruments (TXN) shares did the CFO sell and at what prices?

He sold 47,734 shares in total. The sales occurred in three open-market tranches of 1,459, 14,156, and 32,119 shares at weighted-average prices of $309.4487, $308.5448, and $307.8474 per share, respectively, with footnotes describing detailed price ranges.

What stock option did the Texas Instruments (TXN) CFO exercise in this filing?

He exercised a nonqualified stock option for 47,734 shares. The option, described as an NQ Stock Option (Right to Buy), had a conversion or exercise price of $174.81 per share and became exercisable in four equal annual installments beginning on January 27, 2023.

How many Texas Instruments (TXN) shares does the CFO hold after these transactions?

He holds 85,485 shares directly and 33,994 indirectly. Following the reported option exercise and share sales, Rafael R. Lizardi’s reported ownership includes 85,485 shares of common stock held directly and 33,994 shares held indirectly through a SLAT structure.

Were the sale prices in the Texas Instruments (TXN) Form 4 single prices or ranges?

The filing reports weighted-average sale prices with ranges. Footnotes state that reported prices are weighted averages for sales executed between $307.29 and $309.80 per share, and Texas Instruments undertakes to provide detailed price breakouts upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:46 PM Learn about SEC filing dates

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^*

Lizardi Rafael R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Vice President & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		M		47,734	A	$174.81	133,219	D
Common Stock	05/14/2026		S		32,119	D	$307.8474(1)	101,100	D
Common Stock	05/14/2026		S		14,156	D	$308.5448(2)	86,944	D
Common Stock	05/14/2026		S		1,459	D	$309.4487(3)	85,485	D
Common Stock								33,994	I	SLAT

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)	$174.81	05/14/2026		M			47,734	(4)	01/27/2032	Common Stock	47,734	$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 $307.29 to $308.29. 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 $308.30 to $309.16. 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 price in Table 1 is a weighted average sale price. The sales were at prices ranging from $309.32 to $309.80. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

4. The option became exercisable in four equal annual installments beginning on January 27, 2023.

Remarks:

	/s/ Shannon Thompson, Attorney in Fact	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)