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

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Texas Instruments Sr. Vice President & CFO Rafael R. Lizardi reported an option exercise and multiple share sales. On February 10, 2026, he exercised a nonqualified stock option for 64,532 shares of common stock at an exercise price of $130.52 per share, increasing his directly held common stock to 157,082 shares.

That same day, he sold 44,055 shares at a weighted average price of $220.5105 and 20,477 shares at a weighted average price of $221.2213. On February 11, 2026, he sold an additional 7,096 shares at a weighted average price of $230.7795. After these transactions, he directly owns 85,454 shares of common stock and indirectly owns 33,994 shares through an entity labeled SLAT.

Insider Trade Summary

Net Seller: 71,628 shares ($15,882,150)

Net Sell 6 txns

Insider Lizardi Rafael R

Role Sr. Vice President & CFO

Sold 71,628 shs ($15.88M)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,096	$230.7795	$1.64M
Exercise	NQ Stock Option (Right to Buy)	64,532	$0.00	--
Exercise	Common Stock	64,532	$130.52	$8.42M
Sale	Common Stock	44,055	$220.5105	$9.71M
Sale	Common Stock	20,477	$221.2213	$4.53M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 85,454 shares (Direct); NQ Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 33,994 shares (Indirect, SLAT)

Footnotes (1)

The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $219.89 to $220.88. 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 $220.89 to $221.63. 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 $230.51 to $231.005. 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 24, 2021.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 04:25 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^*

Lizardi Rafael R

(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 & CFO

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		M		64,532	A	$130.52	157,082	D
Common Stock	02/10/2026		S		44,055	D	$220.5105⁽¹⁾	113,027	D
Common Stock	02/10/2026		S		20,477	D	$221.2213⁽²⁾	92,550	D
Common Stock	02/11/2026		S		7,096	D	$230.7795⁽³⁾	85,454	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)
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)	$130.52	02/10/2026		M			64,532	⁽⁴⁾	01/24/2030	Common Stock	64,532	$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 $219.89 to $220.88. 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 $220.89 to $221.63. 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 $230.51 to $231.005. 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 24, 2021.

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 transaction did TXN CFO Rafael Lizardi report on this Form 4?

Rafael R. Lizardi reported exercising stock options and selling common shares. He exercised 64,532 options on February 10, 2026, then sold 44,055 shares, 20,477 shares, and 7,096 shares in separate open-market transactions on February 10 and 11, 2026.

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

The CFO sold 44,055 TXN shares at a weighted average price of $220.5105, 20,477 shares at $221.2213, and 7,096 shares at $230.7795. Each price represents a weighted average over multiple trades within specified price ranges.

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

After the reported transactions, Rafael R. Lizardi directly owns 85,454 shares of TXN common stock. He also indirectly owns 33,994 additional shares through an entity identified as SLAT, as disclosed in the Form 4 filing’s ownership table.

What stock option transaction did the Texas Instruments (TXN) CFO report?

He reported exercising a nonqualified stock option for 64,532 TXN common shares at an exercise price of $130.52 on February 10, 2026. Following this exercise, the number of derivative securities from that option grant decreased to zero in the report.

What role does Rafael R. Lizardi hold at Texas Instruments (TXN) in this filing?

Rafael R. Lizardi is identified as an officer of Texas Instruments, serving as Sr. Vice President & CFO. The Form 4 confirms he is not listed as a director or 10% owner, but as a senior executive reporting his equity transactions.

How are the reported Texas Instruments (TXN) sale prices described in the Form 4?

Each reported sale price is a weighted average price across multiple trades. For example, the $220.5105 figure reflects trades between $219.89 and $220.88, with Texas Instruments offering to provide a detailed breakdown of individual trade prices upon request.