TI CEO exercises options and sells 20,000 shares

Texas Instruments Inc. chairman, president and CEO Ilan Haviv reported an exercise-and-sell stock transaction.

Rhea-AI Filing Summary

Texas Instruments Inc. chairman, president and CEO Ilan Haviv reported an exercise-and-sell stock transaction. On May 4, 2026, he exercised a non-qualified stock option for 20,000 shares of common stock at $79.26 per share and acquired those shares.

On the same date, he sold 20,000 shares of common stock in an open-market transaction at a weighted average price of $280.3225 per share, with individual sale prices ranging from $279.87 to $280.755. After these transactions, he held 204,339 shares directly and 32,990 shares indirectly through his spouse, so the sale represents a small portion of his overall reported holdings.

Insider Trade Summary

Exercise and Sale: 20,000 shares ($4.02M approx. pre-tax spread)

Exercise and Sale 4 txns

Insider Ilan Haviv

Role Chairman, President & CEO

Sold 20,000 shs ($5.61M)

Approx. gross sale proceeds $5.61M

Approx. exercise cost $1.59M

Approx. pre-tax spread $4.02M

Type	Security	Shares	Price	Value
Exercise	NQ Stock Option (Right to Buy)	20,000	$0.00	$0.00
Exercise	Common Stock	20,000	$79.26	$1.59M
Sale	Common Stock	20,000	$280.3225	$5.61M
holding	Common Stock	--	--	--

Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 204,339 shares (Direct); Common Stock — 32,990 shares (Indirect, By Spouse)

Footnotes (2)

1. F1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $279.87 to $280.755. 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 option became exercisable in four equal annual installments beginning on January 26, 2018.

Key Figures

Shares sold: 20,000 shares Weighted average sale price: $280.3225 per share Option exercise price: $79.26 per share +4 more

7 metrics

Shares sold 20,000 shares Open-market sale of common stock on May 4, 2026

Weighted average sale price $280.3225 per share 20,000-share sale; trades ranged $279.87–$280.755

Option exercise price $79.26 per share Non-qualified stock option for 20,000 shares exercised May 4, 2026

Shares acquired via exercise 20,000 shares Conversion of NQ stock option into common stock

Direct holdings after transactions 204,339 shares Common stock directly owned by Ilan Haviv post-transaction

Indirect holdings by spouse 32,990 shares Common stock held indirectly through spouse

Option vesting start date January 26, 2018 Option became exercisable in four equal annual installments

Key Terms

weighted average sale price, non-qualified stock option, open-market sale, derivative exercise/conversion, +1 more

5 terms

weighted average sale price financial

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

non-qualified stock option financial

"NQ Stock Option (Right to Buy) for 20,000 shares at $79.26."

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

open-market sale financial

"transaction_action": "open-market sale" for 20,000 common shares."

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion" for the option."

indirect ownership financial

"ownership_type": "indirect" and nature_of_ownership": "By Spouse"."

FAQ

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

What insider transactions did Ilan Haviv report for TEXAS INSTRUMENTS INC (TXN)?

Ilan Haviv reported exercising options for 20,000 Texas Instruments common shares at $79.26 and selling 20,000 shares at a weighted average of $280.3225. This exercise-and-sell pattern converts an option position into cash while maintaining a substantial remaining shareholding.

At what prices did the TEXAS INSTRUMENTS INC (TXN) CEO’s Form 4 sales occur?

The reported 20,000-share sale used a weighted average price of $280.3225 per share. Footnotes state individual trades occurred between $279.87 and $280.755. The issuer undertook to provide a detailed breakdown of prices and volumes upon request.

How many TEXAS INSTRUMENTS INC (TXN) shares does Ilan Haviv hold after this Form 4?

Following the reported transactions, Ilan Haviv holds 204,339 Texas Instruments shares directly. The filing also shows 32,990 shares held indirectly through his spouse. This context indicates the 20,000-share sale is a relatively small portion of his overall reported ownership.

What stock option did the TEXAS INSTRUMENTS INC (TXN) CEO exercise in this Form 4?

He exercised a non-qualified stock option for 20,000 shares of Texas Instruments common stock at a conversion or exercise price of $79.26 per share. A footnote explains the option became exercisable in four equal annual installments beginning on January 26, 2018.

Does the TEXAS INSTRUMENTS INC (TXN) Form 4 show remaining options after the exercise?

The filing’s derivative section shows the non-qualified stock option for 20,000 shares going to zero after exercise, and the derivative summary is empty. This indicates the specific option grant reported here was fully exercised with no remaining balance under that grant.

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

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Accepted by SEC EDGAR 05/05/2026 - 04:50 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^*

Ilan Haviv

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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	05/04/2026		M		20,000	A	$79.26	224,339	D
Common Stock	05/04/2026		S		20,000	D	$280.3225(1)	204,339	D
Common Stock								32,990	I	By Spouse

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)	$79.26	05/04/2026		M			20,000	(2)	01/26/2027	Common Stock	20,000	$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 $279.87 to $280.755. 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 option became exercisable in four equal annual installments beginning on January 26, 2018.

Remarks:

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