Texas Instruments (TXN) SVP awarded 47,723 options and sells shares

Rhea-AI Filing Summary

Texas Instruments Sr. Vice President Hagop H. Kozanian reported new equity awards and a share sale. On January 29, 2026, he acquired 13,473 shares of common stock at $0 and received a nonqualified stock option for 47,723 shares 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, he disposed of 5,743 shares of common stock at $218.97 per share. After these transactions, he directly owned 82,268 shares of common stock and 47,723 stock options.

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

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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^*

Kozanian Hagop H

(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)

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

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		13,473(1)	A	$0	88,011	D
Common Stock	01/30/2026		F		5,743	D	$218.97	82,268	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)
				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		47,723		(2)	01/29/2036	Common Stock	47,723	$0	47,723	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.
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FAQ

What did Texas Instruments (TXN) Sr. Vice President Hagop H. Kozanian report in this Form 4?

Hagop H. Kozanian reported stock awards and a share sale. He acquired 13,473 Texas Instruments common shares, received 47,723 stock options, and sold 5,743 shares, updating his direct ownership balances accordingly.

How many Texas Instruments (TXN) shares did the executive acquire and at what price?

Kozanian acquired 13,473 Texas Instruments common shares at a price of $0. These were awarded as restricted stock units under the 2024 Long-Term Incentive Plan, increasing his directly held common stock before a subsequent sale.

What stock options were granted to the Texas Instruments (TXN) Sr. Vice President?

He was granted a nonqualified stock option for 47,723 Texas Instruments shares at an exercise price of $218.97 per share. The option vests in four equal installments beginning on January 29, 2027, extending through its stated schedule.

What common stock sale did Hagop H. Kozanian report for Texas Instruments (TXN)?

He reported disposing of 5,743 shares of Texas Instruments common stock at $218.97 per share on January 30, 2026. This transaction reduced his directly owned common stock from 88,011 shares to 82,268 shares afterward.

What are Hagop H. Kozanian’s Texas Instruments (TXN) holdings after these transactions?

Following the reported transactions, Kozanian directly owned 82,268 shares of Texas Instruments common stock. He also held 47,723 nonqualified stock options, each giving the right to buy one share at an exercise price of $218.97.

Under which plan were the Texas Instruments (TXN) restricted stock units granted?

The restricted stock units were granted under Texas Instruments’ 2024 Long-Term Incentive Plan. This plan provides equity-based awards like restricted stock units to executives, aligning their compensation with the company’s long-term performance.