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Texas Instruments (NASDAQ: TXN) SVP receives RSU award and large option grant

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Texas Instruments Sr. Vice President Mark T. Roberts reported new equity awards and a tax-related share disposition. On January 29, 2026, he received 12,559 shares of common stock at no cost as part of a restricted stock unit award under the 2024 Long-Term Incentive Plan.

That same day, he was granted a nonqualified stock option for 44,488 shares at an exercise price of $218.97 per share, which becomes exercisable in four equal installments beginning January 29, 2027. On January 30, 2026, 2,709 shares of common stock were disposed of at $218.97 per share in a transaction coded “F,” typically used for share withholding to cover taxes, leaving him with 68,519 directly owned common shares.

Positive

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Negative

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Insider Roberts Mark T.
Role Sr. Vice President
Type Security Shares Price Value
Tax Withholding Common Stock 2,709 $218.97 $593K
Grant/Award NQ Stock Option (Right to Buy) 44,488 $0.00 --
Grant/Award Common Stock 12,559 $0.00 --
Holdings After Transaction: Common Stock — 68,519 shares (Direct); NQ Stock Option (Right to Buy) — 44,488 shares (Direct)
Footnotes (1)
  1. Award of restricted stock units pursuant to 2024 Long-Term Incentive Plan. The stock option becomes exercisable in four equal installments beginning on January 29, 2027.
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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*
Roberts Mark T.
(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 12,559(1) A $0 71,228 D
Common Stock 01/30/2026 F 2,709 D $218.97 68,519 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 44,488 (2) 01/29/2036 Common Stock 44,488 $0 44,488 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Texas Instruments (TXN) report for Mark T. Roberts?

Texas Instruments Sr. Vice President Mark T. Roberts reported receiving 12,559 common shares and a stock option for 44,488 shares, plus a disposal of 2,709 shares coded “F,” often used for tax withholding, leaving 68,519 common shares directly owned.

How many restricted stock units did TXN’s Sr. Vice President receive?

Mark T. Roberts received 12,559 shares of Texas Instruments common stock at no cost, reported as an award of restricted stock units under the 2024 Long-Term Incentive Plan, increasing his directly held common stock before the tax-related share disposition.

What are the terms of the new Texas Instruments stock option grant?

Roberts received a nonqualified stock option for 44,488 Texas Instruments shares with a $218.97 exercise price. The option becomes exercisable in four equal installments starting January 29, 2027, and expires January 29, 2036, providing long-dated potential equity exposure.

Why were 2,709 Texas Instruments shares disposed of in this Form 4?

The Form 4 shows 2,709 common shares disposed of at $218.97 per share with transaction code “F,” which is typically used for shares withheld to satisfy tax obligations arising from equity awards, rather than an open-market sale decision.

How many Texas Instruments shares does Mark T. Roberts now hold directly?

After the reported transactions, Roberts directly owns 68,519 shares of Texas Instruments common stock. He also holds a nonqualified stock option covering 44,488 shares, which will vest in four equal installments beginning January 29, 2027.

What is the vesting schedule for the new TXN stock option granted to Roberts?

The 44,488-share nonqualified stock option vests in four equal installments beginning January 29, 2027. This means one-quarter of the option becomes exercisable each year from that date until fully vested, assuming continued service and plan conditions.