Texas Instruments (TXN) VP sells 28,080 shares after option exercises

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Texas Instruments senior vice president Mark T. Roberts reported a combination of option exercises and stock sales in company common stock. On April 30, 2026, he exercised options for a total of 17,831 shares at strike prices between $104.41 and $130.52, then executed open-market sales totaling 28,080 shares at weighted average prices around $279–$281 per share.

Insider Trade Summary

Net Seller: 28,080 shares ($7,871,934)

Net Sell 8 txns

Insider Roberts Mark T.

Role Sr. Vice President

Sold 28,080 shs ($7.87M)

Type	Security	Shares	Price	Value
Exercise	NQ Stock Option (Right to Buy)	3,231	$0.00	--
Exercise	NQ Stock Option (Right to Buy)	6,800	$0.00	--
Exercise	NQ Stock Option (Right to Buy)	7,800	$0.00	--
Exercise	Common Stock	3,231	$110.15	$356K
Exercise	Common Stock	6,800	$104.41	$710K
Exercise	Common Stock	7,800	$130.52	$1.02M
Sale	Common Stock	7,786	$279.3351	$2.17M
Sale	Common Stock	20,294	$280.7249	$5.70M

Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 67,289 shares (Direct, null)

Footnotes (1)

The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $278.99 to $279.92. 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 $280.04 to $280.93. 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. The option became exercisable in four equal annual installments beginning on January 25, 2020. The option became exercisable in four equal annual installments beginning on January 24, 2021.

Key Figures

Shares sold: 28,080 shares Shares from option exercise: 17,831 shares Sale price range (block 1): $278.99–$279.92 per share +4 more

7 metrics

Shares sold 28,080 shares Open-market sales of Texas Instruments common stock on April 30, 2026

Shares from option exercise 17,831 shares Common shares acquired via option exercises on April 30, 2026

Sale price range (block 1) $278.99–$279.92 per share Weighted average sale price range disclosed in footnote F1

Sale price range (block 2) $280.04–$280.93 per share Weighted average sale price range disclosed in footnote F2

Option strike price $104.41 per share Strike price for one NQ stock option exercised into common shares

Option strike price $110.15 per share Strike price for one NQ stock option exercised into common shares

Option strike price $130.52 per share Strike price for one NQ stock option exercised into common shares

Key Terms

weighted average sale price, NQ Stock Option (Right to Buy), open-market sale, Exercise or conversion of derivative security, +1 more

5 terms

weighted average sale price financial

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

NQ Stock Option (Right to Buy) financial

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

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

non-derivative financial

"transaction_type: non-derivative"

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 04:49 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^*

Roberts Mark T.

(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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
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	04/30/2026		M		3,231	A	$110.15	67,289	D
Common Stock	04/30/2026		M		6,800	A	$104.41	74,089	D
Common Stock	04/30/2026		M		7,800	A	$130.52	81,889	D
Common Stock	04/30/2026		S		7,786	D	$279.3351⁽¹⁾	74,103	D
Common Stock	04/30/2026		S		20,294	D	$280.7249⁽²⁾	53,809	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	04/30/2026		M			3,231	⁽³⁾	01/25/2028	Common Stock	3,231	$0	0	D
NQ Stock Option (Right to Buy)	$104.41	04/30/2026		M			6,800	⁽⁴⁾	01/25/2029	Common Stock	6,800	$0	0	D
NQ Stock Option (Right to Buy)	$130.52	04/30/2026		M			7,800	⁽⁵⁾	01/24/2030	Common Stock	7,800	$0	7,845	D

Explanation of Responses:

1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $278.99 to $279.92. 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 $280.04 to $280.93. 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.

4. The option became exercisable in four equal annual installments beginning on January 25, 2020.

5. The option became exercisable in four equal annual installments beginning on January 24, 2021.

Remarks:

	/s/ Shannon Thompson, Attorney in Fact	05/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Texas Instruments (TXN) report for Mark T. Roberts?

Texas Instruments senior vice president Mark T. Roberts exercised stock options for 17,831 common shares and sold 28,080 shares in open-market transactions on April 30, 2026, according to the Form 4 insider trading report.

How many Texas Instruments (TXN) shares did Mark T. Roberts sell?

Mark T. Roberts sold a total of 28,080 Texas Instruments common shares. The Form 4 shows two open-market sale transactions, with weighted average prices in the high $270s to low $280s per share, based on detailed price ranges disclosed.

At what prices did Mark T. Roberts sell his Texas Instruments (TXN) shares?

The reported sale prices are weighted averages with ranges. One sale block ranged from $278.99 to $279.92 per share, and the other ranged from $280.04 to $280.93, as disclosed in the Form 4 footnotes for Texas Instruments stock.

What stock options did Mark T. Roberts exercise at Texas Instruments (TXN)?

He exercised non-qualified stock options covering 17,831 underlying Texas Instruments common shares at strike prices of $104.41, $110.15, and $130.52. The options had become exercisable in four equal annual installments beginning in 2019, 2020, and 2021.

Was this Texas Instruments (TXN) Form 4 mainly a sale or an exercise event?

The Form 4 shows a mixed pattern: Mark T. Roberts exercised options for 17,831 shares and also completed open-market sales totaling 28,080 shares. Overall, the transaction summary reflects a net-sell position when comparing shares sold to shares acquired.

Does the Texas Instruments (TXN) Form 4 mention if the trades used a 10b5-1 plan?

The provided Form 4 data and footnotes describe weighted average sale prices, sale price ranges, and option vesting schedules. They do not state that the transactions occurred under a Rule 10b5-1 trading plan in the excerpt provided.