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  4. [Form 4] TEXAS INSTRUMENTS INC Insider Trading Activity

Texas Instruments (NASDAQ: TXN) VP sells 7,000 shares after option exercise

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

Rhea-AI Filing Summary

For TEXAS INSTRUMENTS INC (TXN), Sr. Vice President Abraham Tsedeniya exercised a nonqualified stock option for 1,365 shares of common stock at an exercise price of $79.26 per share, fully eliminating that option position. On the same date, he sold 6,408 shares at a weighted average price of $264.60 per share (with individual sales ranging from $264.16 to $264.98) and 592 shares at a weighted average price of $264.96 per share (with individual sales ranging from $264.83 to $265.03), all held directly.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Abraham Tsedeniya
Role Sr. Vice President
Sold 7,000 shs ($1.85M)
Approx. gross sale proceeds $1.85M
Approx. exercise cost $108K
Type Security Shares Price Value
Exercise NQ Stock Option (Right to Buy) F3 1,365 $0.00 $0.00
Exercise Common Stock 1,365 $79.26 $108K
Sale Common Stock F1 6,408 $264.60 $1.70M
Sale Common Stock F2 592 $264.96 $157K
Holdings After Transaction: NQ Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 23,181 shares (Direct)
Footnotes (3)
  1. F1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $264.16 to $264.98. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
  2. F2. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $264.83 to $265.03. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
  3. F3. The stock option became exercisable in four equal annual installments beginning on January 26, 2018.
Options exercised 1,365 shares of Common Stock Underlying shares from NQ Stock Option exercised on August 27, 2026
Option exercise price $79.26 per share Conversion or exercise price of NQ Stock Option
Option expiration date January 26, 2027 Expiration date of the NQ Stock Option that was exercised
Shares sold at weighted average $264.60 6,408 shares Open-market or private sale on August 27, 2026; individual prices $264.16–$264.98
Shares sold at weighted average $264.96 592 shares Open-market or private sale on August 27, 2026; individual prices $264.83–$265.03
Net shares sold 7,000 shares Net sell volume across reported buy/sell transactions per transactionSummary
NQ Stock Option (Right to Buy) financial
"security_title "NQ Stock Option (Right to Buy)""
weighted average sale price financial
"The price in Table 1 is a weighted average sale price."
nonqualified stock option financial
"He exercised a nonqualified stock option for 1,365 shares"
A nonqualified stock option (NQSO) is a company grant that gives an individual the right to buy shares at a set price but does not meet special tax rules for incentive stock options; when exercised the difference between the market price and the exercise price is treated as ordinary income for the recipient and as a tax-deductible expense for the company. It matters to investors because NQSOs affect an employee’s after-tax proceeds, the company’s reported expenses, and potential share dilution—think of it like a cash bonus that converts into stock but is taxed as regular pay when you take it.

FAQ

What did TXN executive Abraham Tsedeniya report in this Form 4?
Abraham Tsedeniya, Sr. Vice President of TXN, reported exercising a nonqualified stock option for 1,365 common shares at $79.26 per share and selling a total of 7,000 common shares in open-market transactions on August 27, 2026.

How many Texas Instruments (TXN) options did the insider exercise and at what price?
He exercised a nonqualified stock option covering 1,365 shares of Texas Instruments common stock at an exercise price of $79.26 per share. The option became exercisable in four equal annual installments beginning on January 26, 2018 and is now fully exercised.

How many TXN shares did Abraham Tsedeniya sell and at what prices?
He sold 6,408 shares at a weighted average price of $264.60 per share, with prices ranging from $264.16 to $264.98, and 592 shares at a weighted average price of $264.96 per share, with prices ranging from $264.83 to $265.03.

Were the reported TXN transactions open-market sales?
Yes. The Form 4 identifies the two common stock transactions with code S, described as a Sale in open market or private transaction, and the footnotes describe the prices as weighted average sale prices over specified trading ranges.

Does this TXN Form 4 indicate any remaining derivative position from the exercised option?
No. The nonqualified stock option for 1,365 shares shows 0 shares remaining following the exercise, and the derivative position list in the filing is empty, indicating that particular option award has been fully exercised.

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SEC Form 4
FORM 4UNITED 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*
Abraham Tsedeniya
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/27/2026M1,365A$79.2630,181D
Common Stock08/27/2026S6,408D$264.6(1)23,773D
Common Stock08/27/2026S592D$264.96(2)23,181D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
NQ Stock Option (Right to Buy)$79.2608/27/2026M1,365 (3)01/26/2027Common Stock1,365$00D
Explanation of Responses:
1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $264.16 to $264.98. 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 price in Table 1 is a weighted average sale price. The sales were at prices ranging from $264.83 to $265.03. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
3. The stock option became exercisable in four equal annual installments beginning on January 26, 2018.
Remarks:
/s/ Shannon Thompson, Attorney in Fact08/31/2026
** Signature of Reporting PersonDate
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