Texas Instruments (TXN) CFO exercises 40,541 options and sells matching shares

Rhea-AI Filing Summary

Texas Instruments senior vice president and CFO Rafael R. Lizardi reported an option exercise and related stock sales. He exercised a non-qualified stock option for 40,541 shares of common stock at an exercise price of $169.23 per share, receiving common shares.

On the same date, he sold a total of 40,541 shares of common stock in open‑market transactions at weighted average prices of about $273.74, $274.70, and $275.53 per share, with actual sale prices ranging from $273.22 to $275.79. Following these transactions, he directly held 85,485 shares and indirectly held 33,994 shares through a SLAT.

Insights

Equity compensation & insider trading analyst

CFO exercised options and sold all acquired shares, a routine liquidity move.

Rafael R. Lizardi, CFO of Texas Instruments, exercised a non-qualified stock option for 40,541 common shares at an exercise price of $169.23. This converted an entirely derivative position into common stock, with the option grant fully exercised and no remaining position from that award.

He then sold 40,541 shares in three open-market transactions at weighted average prices around $273.74, $274.70, and $275.53, with trade ranges from $273.22 to $275.79. This is a classic exercise-and-sell pattern that turns option value into cash rather than increasing long-term exposure.

After these trades, he still directly owns 85,485 shares and indirectly holds 33,994 shares through a SLAT, indicating a substantial remaining equity stake. The filing does not reference any Rule 10b5-1 trading plan, so the timing appears discretionary based on the information provided.

Insider Trade Summary

Net Seller: 40,541 shares ($11,117,556)

Net Sell 6 txns

Insider Lizardi Rafael R

Role Sr. Vice President & CFO

Sold 40,541 shs ($11.12M)

Type	Security	Shares	Price	Value
Exercise	NQ Stock Option (Right to Buy)	40,541	$0.00	--
Exercise	Common Stock	40,541	$169.23	$6.86M
Sale	Common Stock	22,065	$273.7425	$6.04M
Sale	Common Stock	16,057	$274.7035	$4.41M
Sale	Common Stock	2,419	$275.5328	$667K
holding	Common Stock	--	--	--

Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 126,026 shares (Direct, null); Common Stock — 33,994 shares (Indirect, SLAT)

Footnotes (1)

1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $273.22 to $274.21. 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 $274.22 to $275.195. 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 $275.285 to $275.79. 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 28, 2022.

Key Figures

Shares sold: 40,541 shares Option exercise shares: 40,541 shares Exercise price: $169.23 per share +5 more

8 metrics

Shares sold 40,541 shares Common stock sold in open-market transactions on 2026-04-24

Option exercise shares 40,541 shares Non-qualified stock option exercised for common stock

Exercise price $169.23 per share Non-qualified stock option exercise price

Weighted average sale price 1 $273.7425 per share One tranche of open-market sales

Weighted average sale price 2 $274.7035 per share Second tranche of open-market sales

Weighted average sale price 3 $275.5328 per share Third tranche of open-market sales

Direct holdings after transaction 85,485 shares Common stock directly owned after trades

Indirect holdings after transaction 33,994 shares Common stock held indirectly through a SLAT

Key Terms

NQ Stock Option (Right to Buy), non-derivative, derivative exercise/conversion, weighted average sale price, +1 more

5 terms

NQ Stock Option (Right to Buy) financial

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

non-derivative financial

"transaction_type: "non-derivative""

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

weighted average sale price financial

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

SLAT financial

"nature_of_ownership: "SLAT""

Form 4 Insider Transactions: What Each Field Means →

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 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 & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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	04/24/2026		M		40,541	A	$169.23	126,026	D
Common Stock	04/24/2026		S		22,065	D	$273.7425(1)	103,961	D
Common Stock	04/24/2026		S		16,057	D	$274.7035(2)	87,904	D
Common Stock	04/24/2026		S		2,419	D	$275.5328(3)	85,485	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
NQ Stock Option (Right to Buy)	$169.23	04/24/2026		M			40,541	(4)	01/28/2031	Common Stock	40,541	$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 $273.22 to $274.21. 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 $274.22 to $275.195. 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 $275.285 to $275.79. 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 28, 2022.

Remarks:

	/s/ Shannon Thompson, Attorney in Fact	04/27/2026
	** 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)

FAQ

What insider transactions did Texas Instruments (TXN) CFO Rafael Lizardi report?

Rafael Lizardi reported exercising a non-qualified stock option for 40,541 Texas Instruments shares at $169.23 and selling 40,541 shares in open-market transactions around $273–$276. The filing shows both the option exercise and the related stock sales on the same date.

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

The CFO sold 40,541 Texas Instruments common shares in three open-market trades at weighted average prices near $273.74, $274.70, and $275.53 per share. Footnotes state the actual sale prices ranged from $273.22 to $275.79 across the individual transactions.

What option did the Texas Instruments (TXN) CFO exercise in this Form 4?

He exercised a non-qualified stock option covering 40,541 Texas Instruments common shares at an exercise price of $169.23 per share. A footnote notes the option vested in four equal annual installments beginning January 28, 2022, and this filing reflects a full exercise of that grant.

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

After the reported transactions, the CFO directly holds 85,485 Texas Instruments common shares. The Form 4 also shows an indirect holding of 33,994 shares through a SLAT, indicating additional ownership separate from his directly held position in the company’s stock.

Were the Texas Instruments (TXN) CFO’s sales under a Rule 10b5-1 trading plan?

The Form 4 footnotes describe the reported sale prices as weighted averages with price ranges but do not mention a Rule 10b5-1 trading plan. Based on the disclosed information, there is no indication in this filing that the transactions occurred under a pre-arranged plan.