TI senior VP sells 18,189 shares

Texas Instruments senior vice president Leonard Shanon J reported a combined option exercise and share sale in the company’s stock.

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Form Type

Rhea-AI Filing Summary

Texas Instruments senior vice president Leonard Shanon J reported a combined option exercise and share sale in the company’s stock. On April 24, 2026, he exercised stock options covering 18,189 shares of common stock at strike prices of $104.41, $130.52, $169.23 and $174.81 per share. That same day, he executed an open-market sale of 18,189 common shares at a weighted average price of $277.9541 per share, with individual sale prices ranging from $277.36 to $278.30. The transactions reflect an exercise-and-sell pattern in which option awards were converted into shares and then sold for cash, and he continued to hold Texas Instruments stock directly afterward.

Insider Trade Summary

Exercise and Sale: 18,189 shares ($2.18M approx. pre-tax spread)

Exercise and Sale 9 txns

Insider Leonard Shanon J

Role Sr. Vice President

Sold 18,189 shs ($5.06M)

Approx. gross sale proceeds $5.06M

Approx. exercise cost $2.88M

Approx. pre-tax spread $2.18M

Type	Security	Shares	Price	Value
Exercise	NQ Stock Option (Right to Buy)	1,700	$0.00	$0.00
Exercise	NQ Stock Option (Right to Buy)	3,423	$0.00	$0.00
Exercise	NQ Stock Option (Right to Buy)	5,529	$0.00	$0.00
Exercise	NQ Stock Option (Right to Buy)	7,537	$0.00	$0.00
Exercise	Common Stock	1,700	$104.41	$177K
Exercise	Common Stock	3,423	$130.52	$447K
Exercise	Common Stock	5,529	$169.23	$936K
Exercise	Common Stock	7,537	$174.81	$1.32M
Sale	Common Stock	18,189	$277.9541	$5.06M

Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 31,975 shares (Direct)

Footnotes (5)

F1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $277.36 to $278.3. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
F2. The option became exercisable in four equal annual installments beginning on January 25, 2020.
F3. The option became exercisable in four equal annual installments beginning on January 24, 2021.
F4. The option became exercisable in four equal annual installments beginning on January 28, 2022.
F5. The option became exercisable in four equal annual installments beginning on January 27, 2023.

Key Figures

Shares sold: 18,189 shares Weighted average sale price: $277.9541 per share Options exercised (total shares): 18,189 shares +5 more

8 metrics

Shares sold 18,189 shares Open-market sale of common stock on April 24, 2026

Weighted average sale price $277.9541 per share Common stock sale on April 24, 2026; trades $277.36–$278.30

Options exercised (total shares) 18,189 shares Aggregate shares from four nonqualified stock option exercises

Option strike price $174.81 per share NQ stock option on 7,537 underlying common shares

Option strike price $169.23 per share NQ stock option on 5,529 underlying common shares

Option strike price $130.52 per share NQ stock option on 3,423 underlying common shares

Option strike price $104.41 per share NQ stock option on 1,700 underlying common shares

Net-sell shares 18,189 shares transactionSummary netBuySellShares marked as net-sell

Key Terms

weighted average sale price, NQ Stock Option (Right to Buy), Exercise or conversion of derivative security, open-market sale, +1 more

5 terms

weighted average sale price financial

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

NQ Stock Option (Right to Buy) financial

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

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-derivative financial

"transaction_type: "non-derivative""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Texas Instruments (TXN) report for Leonard Shanon J?

Texas Instruments reported that senior vice president Leonard Shanon J exercised stock options for 18,189 shares and sold 18,189 common shares in open-market trades on April 24, 2026, converting option-based compensation into cash while remaining a direct shareholder.

How many Texas Instruments (TXN) shares did Leonard Shanon J sell and at what price?

Leonard Shanon J sold 18,189 Texas Instruments common shares in an open-market transaction at a weighted average price of $277.9541 per share, with individual sales occurring within a narrow range from $277.36 to $278.30, according to the Form 4 disclosure.

What stock options did the Texas Instruments (TXN) executive exercise in this Form 4?

The executive exercised nonqualified stock options covering a total of 18,189 Texas Instruments shares at strike prices of $104.41, $130.52, $169.23, and $174.81 per share, reflecting multiple grants that had become exercisable in four equal annual installments over several years.

Is the Texas Instruments (TXN) insider transaction an open-market sale or tax withholding?

The filing classifies the 18,189-share disposition as an open-market sale, coded “S” on the Form 4, separate from tax-withholding activity. The transactionSummary shows net-sell shares of 18,189, indicating the sale was a discretionary market transaction rather than automatic withholding.

Did Texas Instruments (TXN) senior vice president retain shares after the reported transactions?

The Form 4 indicates Leonard Shanon J continued to hold Texas Instruments common stock directly after exercising options and selling 18,189 shares. Total_shares_following_transaction fields show ongoing direct ownership, meaning he remained a shareholder even after monetizing part of his equity position.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/27/2026 - 04:31 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^*

Leonard Shanon J

(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

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)
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	04/24/2026		M		1,700	A	$104.41	33,675	D
Common Stock	04/24/2026		M		3,423	A	$130.52	37,098	D
Common Stock	04/24/2026		M		5,529	A	$169.23	42,627	D
Common Stock	04/24/2026		M		7,537	A	$174.81	50,164	D
Common Stock	04/24/2026		S		18,189	D	$277.9541⁽¹⁾	31,975	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)	$104.41	04/24/2026		M			1,700	⁽²⁾	01/25/2029	Common Stock	1,700	$0	0	D
NQ Stock Option (Right to Buy)	$130.52	04/24/2026		M			3,423	⁽³⁾	01/24/2030	Common Stock	3,423	$0	0	D
NQ Stock Option (Right to Buy)	$169.23	04/24/2026		M			5,529	⁽⁴⁾	01/28/2031	Common Stock	5,529	$0	0	D
NQ Stock Option (Right to Buy)	$174.81	04/24/2026		M			7,537	⁽⁵⁾	01/27/2032	Common Stock	7,537	$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 $277.36 to $278.3. 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 option became exercisable in four equal annual installments beginning on January 25, 2020.

3. The option became exercisable in four equal annual installments beginning on January 24, 2021.

4. The option became exercisable in four equal annual installments beginning on January 28, 2022.

5. The option became exercisable in four equal annual installments beginning on January 27, 2023.

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)

Source: View Original Filing on SEC EDGAR