Texas Instruments (TXN) Sr. VP logs new stock grants and options

Rhea-AI Filing Summary

Texas Instruments Sr. Vice President Leonard Shanon J reported equity compensation changes. On January 29, 2026, he received 5,252 shares of common stock and an option for 18,604 shares at $218.97, both at no cost, under the 2024 Long-Term Incentive Plan. On January 30, 2026, he disposed of 440 common shares at $218.97, leaving 31,946 common shares and 18,604 stock options held directly.

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

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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^*

Leonard Shanon J

(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		5,252(1)	A	$0	32,386	D
Common Stock	01/30/2026		F		440	D	$218.97	31,946	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		18,604		(2)	01/29/2036	Common Stock	18,604	$0	18,604	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 Sr. Vice President Leonard Shanon report?

Leonard Shanon reported receiving 5,252 Texas Instruments common shares and an option for 18,604 shares on January 29, 2026. He also reported a disposition of 440 common shares at $218.97 per share on January 30, 2026, all held directly.

How many Texas Instruments (TXN) shares does Leonard Shanon own after these transactions?

After the reported transactions, Leonard Shanon directly owns 31,946 shares of Texas Instruments common stock. In addition, he holds a nonqualified stock option covering 18,604 shares, giving him potential future purchase rights separate from his current share ownership.

What stock options did the Texas Instruments Sr. Vice President receive?

He received a nonqualified stock option for 18,604 Texas Instruments shares at an exercise price of $218.97 per share. The option becomes exercisable in four equal installments beginning on January 29, 2027, and expires on January 29, 2036, if not exercised.

What is the nature of the 5,252 TXN shares awarded to Leonard Shanon?

The 5,252 Texas Instruments common shares reflect an award of restricted stock units under the company’s 2024 Long-Term Incentive Plan. These units convert into common shares at no cost to the executive, aligning compensation with long-term company performance and share value.

What does the transaction code F mean in Leonard Shanon’s TXN Form 4?

The Form 4 shows a transaction coded “F” for 440 common shares at $218.97 on January 30, 2026. This code indicates a disposition related to the satisfaction of obligations in connection with an equity award, rather than an open-market buy or sell order.