Texas Instruments (TXN) director receives new RSU and stock option grants

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Form Type

Rhea-AI Filing Summary

Texas Instruments director Carrie Smith Cox reported new equity awards in the company. On January 29, 2026, she received 525 shares of common stock at $0, described as restricted stock units granted under the Texas Instruments 2018 Director Compensation Plan, bringing her directly held common stock to 37,626 shares.

She also received a non-qualified stock option for 1,860 shares of common stock with an exercise price of $218.97 per share, expiring on January 29, 2036. The option becomes exercisable in four equal installments beginning on January 29, 2027, reflecting standard director compensation rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider COX CARRIE SMITH

Role Director

Type	Security	Shares	Price	Value
Grant/Award	NQ Stock Option (Right to Buy)	1,860	$0.00	--
Grant/Award	Common Stock	525	$0.00	--

Holdings After Transaction: NQ Stock Option (Right to Buy) — 1,860 shares (Direct); Common Stock — 37,626 shares (Direct)

Footnotes (1)

Award of restricted stock units granted under the Texas Instruments 2018 Director Compensation Plan. The stock option becomes exercisable in four equal installments beginning on January 29, 2027.

Form 4 Insider Transactions: What Each Field Means →

02/02/2026 - 04:24 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^*

COX CARRIE SMITH

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
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	01/29/2026		A		525⁽¹⁾	A	$0	37,626	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)
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)	$218.97	01/29/2026		A		1,860		⁽²⁾	01/29/2036	Common Stock	1,860	$0	1,860	D

Explanation of Responses:

1. Award of restricted stock units granted under the Texas Instruments 2018 Director Compensation 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TXN director Carrie Smith Cox report on this Form 4?

Carrie Smith Cox reported receiving 525 shares of Texas Instruments common stock and a non-qualified stock option for 1,860 shares. Both awards were granted on January 29, 2026 as part of her director compensation, not as open-market purchases or sales.

What is the exercise price and term of the new Texas Instruments stock option?

The non-qualified stock option has an exercise price of $218.97 per share and expires on January 29, 2036. It covers 1,860 shares of common stock, providing a long-dated incentive aligned with Texas Instruments’ equity-based director compensation structure.

When do Carrie Smith Cox’s new Texas Instruments options start vesting?

The stock option becomes exercisable in four equal installments beginning on January 29, 2027. This means vesting is spread over time, encouraging longer-term board service and alignment with shareholders through staged access to the 1,860 underlying shares.

How many Texas Instruments shares does Carrie Smith Cox own after these awards?

Following the January 29, 2026 stock grant, Carrie Smith Cox directly beneficially owns 37,626 shares of Texas Instruments common stock. This total reflects her holdings after adding the 525-share restricted stock unit award reported in this Form 4 filing.

What plan governs the restricted stock units granted to the TXN director?

The 525-share award is described as restricted stock units granted under the Texas Instruments 2018 Director Compensation Plan. This plan outlines how non-employee directors are compensated in equity, aligning board compensation with the company’s long-term stock performance.

Are the reported Texas Instruments transactions open-market trades by the director?

No, both transactions are equity awards granted at a price of $0 per unit to the director. One is a restricted stock unit grant and the other is a stock option grant, reflecting standard board compensation rather than discretionary buying or selling in the open market.