Texas Instruments (TXN) director granted 525 shares and 1,860-share option

Rhea-AI Filing Summary

Texas Instruments director Robert E. Sanchez reported new equity awards. On January 29, 2026, he acquired 525 shares of common stock at a price of $0, increasing his directly held common shares to 21,600.

He was also granted a non-qualified stock option for 1,860 shares of common stock with an exercise price of $218.97. The option becomes exercisable in four equal installments beginning on January 29, 2027. Both awards were granted under the Texas Instruments 2018 Director Compensation Plan.

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^*

SANCHEZ ROBERT E

(Last) (First) (Middle)

12500 TI BOULEVARD

(Street)

DALLAS TX 75234

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		A		525(1)	A	$0	21,600	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		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.
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FAQ

What insider transaction did Texas Instruments (TXN) report for Robert E. Sanchez?

Texas Instruments director Robert E. Sanchez reported receiving equity awards. He acquired 525 shares of common stock at $0 and a non-qualified stock option for 1,860 shares, both as part of director compensation, increasing his direct common stock holdings to 21,600 shares.

How many Texas Instruments (TXN) shares does Robert E. Sanchez now own directly?

After the latest awards, Robert E. Sanchez directly owns 21,600 shares of Texas Instruments common stock. This figure reflects the addition of 525 shares granted on January 29, 2026, under the company’s 2018 Director Compensation Plan as restricted stock units.

What stock option grant did Texas Instruments (TXN) give director Robert E. Sanchez?

Texas Instruments granted Robert E. Sanchez a non-qualified stock option for 1,860 shares of common stock with an exercise price of $218.97. The option was awarded on January 29, 2026, as part of director compensation and represents a right to buy future shares.

When do Robert E. Sanchez’s new Texas Instruments (TXN) stock options become exercisable?

The new stock option granted to Robert E. Sanchez becomes exercisable in four equal installments beginning on January 29, 2027. This means the 1,860-share option vests gradually over time, aligning director incentives with the company’s longer-term performance and service.

What is the exercise price of Robert E. Sanchez’s Texas Instruments (TXN) stock option?

The non-qualified stock option granted to Robert E. Sanchez has an exercise price of $218.97 per share. This is the price he must pay to purchase Texas Instruments common stock upon exercising the 1,860-share option, once the installments become exercisable.

Under which plan were Robert E. Sanchez’s Texas Instruments (TXN) equity awards granted?

Robert E. Sanchez’s equity awards were granted under the Texas Instruments 2018 Director Compensation Plan. The filing notes that the 525-share restricted stock unit award and the 1,860-share stock option are part of this program for compensating company directors in equity.