Texas Instruments (TXN) CEO receives new stock and option awards

Rhea-AI Filing Summary

Texas Instruments Inc. Chairman, President & CEO Ilan Haviv reported new equity awards and a related share withholding. On January 29, 2026, he acquired 47,952 shares of common stock at $0, described as restricted stock units granted under the 2024 Long-Term Incentive Plan, bringing his directly held common stock to 214,168 shares.

On the same date, he was granted a non-qualified stock option for 169,862 shares of common stock at an exercise price of $218.97 per share, which becomes exercisable in four equal installments beginning on January 29, 2027. On January 30, 2026, 9,860 shares of common stock were disposed of at $218.97 under code "F" (typically a tax withholding), leaving 204,308 shares of common stock held directly. He also reports 32,990 shares held indirectly by his spouse.

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 TX 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		A		47,952(1)	A	$0	214,168	D
Common Stock	01/30/2026		F		9,860	D	$218.97	204,308	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)	$218.97	01/29/2026		A		169,862		(2)	01/29/2036	Common Stock	169,862	$0	169,862	D

Explanation of Responses:

1. Award of restricted stock units pursuant to 2024 Long-Term Incentive Plan.

2. The stock option becomes exercisable in four equal installments beginning on January 29, 2027.

Remarks:

Exhibit 24 - Power of Attorney

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

FAQ

What did TXN CEO Ilan Haviv report in this Form 4 transaction?

Ilan Haviv reported new equity awards and a related share withholding. He received 47,952 restricted stock units and a non-qualified option for 169,862 shares, plus a 9,860-share disposition typically associated with tax withholding, while maintaining substantial direct and indirect ownership in Texas Instruments.

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

After the reported transactions, Ilan Haviv directly holds 204,308 shares of Texas Instruments common stock. In addition, 32,990 shares are reported as indirectly owned through his spouse, reflecting both personal and family-related holdings as disclosed in the ownership tables of the Form 4.

What equity awards did TXN grant its CEO on January 29, 2026?

On January 29, 2026, Ilan Haviv received 47,952 shares tied to restricted stock units under the 2024 Long-Term Incentive Plan and a non-qualified stock option for 169,862 shares at a $218.97 exercise price, designed to vest in four equal installments starting January 29, 2027.

How does the CEO’s new stock option in TXN vest over time?

The non-qualified stock option for 169,862 Texas Instruments shares becomes exercisable in four equal installments. Vesting begins on January 29, 2027, and continues annually, providing a long-term equity incentive aligned with ongoing service and performance as outlined in the footnote.

What is the significance of the 9,860 TXN shares with transaction code "F"?

The 9,860 shares with transaction code "F" were disposed of at $218.97 per share. Code "F" usually reflects shares withheld to cover taxes upon vesting or settlement of equity awards, reducing the CEO’s directly held shares from 214,168 to 204,308 after the transaction.

What is the exercise price and term of the CEO’s new TXN stock option?

The newly granted non-qualified stock option has a $218.97 exercise price per share and covers 169,862 shares of Texas Instruments common stock. It expires on January 29, 2036, giving a 10-year exercise window after full vesting of the four scheduled installments.