Texas Instruments (TXN) CFO granted 12,559 RSUs, 44,488 options and withholds shares for taxes

Rhea-AI Filing Summary

Texas Instruments reported equity transactions by Sr. Vice President & CFO Rafael R. Lizardi. On January 29, 2026, he received 12,559 shares of common stock as an award of restricted stock units under the 2024 Long-Term Incentive Plan and a nonqualified stock option for 44,488 shares of common stock at an exercise price of $218.97 per share, expiring January 29, 2036, and becoming exercisable in four equal installments beginning January 29, 2027. On January 30, 2026, 3,773 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 on equity awards. Following these transactions, he directly owned 92,550 shares of common stock and indirectly held 33,994 shares through an entity labeled SLAT.

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

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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^*

Lizardi Rafael R

(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 & CFO

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	96,323	D
Common Stock	01/30/2026		F		3,773	D	$218.97	92,550	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)	$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.
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FAQ

What insider transactions did TXN CFO Rafael Lizardi report on this Form 4?

Rafael R. Lizardi reported receiving 12,559 shares of Texas Instruments common stock and a stock option for 44,488 shares on January 29, 2026. He also reported the disposition of 3,773 shares on January 30, 2026 in a tax-related transaction coded “F.”

How many Texas Instruments shares does the TXN CFO own after these transactions?

After the reported transactions, Rafael R. Lizardi directly owned 92,550 shares of Texas Instruments common stock. In addition, the filing shows 33,994 shares held indirectly through an entity described as “SLAT,” reflecting his indirect beneficial ownership position.

What stock option did the TXN CFO receive and when does it vest?

The CFO received a nonqualified stock option for 44,488 Texas Instruments shares with a $218.97 exercise price, expiring January 29, 2036. According to the filing, this option becomes exercisable in four equal installments beginning on January 29, 2027 under the specified vesting schedule.

What is the nature of the 12,559 TXN shares acquired by the CFO?

The 12,559 Texas Instruments shares reflect an award of restricted stock units granted on January 29, 2026. The filing states this grant was made pursuant to the company’s 2024 Long-Term Incentive Plan, aligning the CFO’s compensation with long-term company performance.

Why were 3,773 Texas Instruments shares disposed of at $218.97 by the CFO?

The 3,773 shares were disposed of at $218.97 per share in a transaction coded “F.” In SEC reporting, code F typically indicates shares withheld to satisfy tax obligations arising from vesting or exercise of equity awards, rather than an open-market sale decision.

What does the indirect SLAT holding mean in this TXN Form 4 filing?

The filing lists 33,994 Texas Instruments shares held indirectly with the nature of ownership described as “SLAT.” This indicates beneficial ownership through a separate entity or trust labeled SLAT, rather than direct personal ownership of those particular shares by the CFO.