Texas Instruments insider sale: Patsley disposes 33,962 shares; receives deferred stock units

Rhea-AI Filing Summary

Pamela H. Patsley, a director of Texas Instruments Incorporated (TXN), reported transactions on 09/19/2025. The filing shows a disposal of 33,962 shares of common stock. The report also records the crediting of 151.42 stock units

Positive

• Stock units credited under the 2018 Director Compensation Plan that convert one-for-one to common stock and are preserved for future settlement
• End-of-period holdings include dividend-reinvested units, indicating continued participation in the company's director compensation arrangements

Negative

• Disposition of 33,962 common shares by a director, which reduces the director's immediate beneficial ownership

Insights

Securities Analyst

TL;DR: Director sold a meaningful block of shares and received deferred stock units under the director compensation plan; impact appears routine and non-operational.

The 09/19/2025 Form 4 shows Pamela Patsley, a TXN director, disposed of 33,962 common shares, a direct sale that reduces her immediate ownership stake. Separately, 151.42 stock units were credited under the 2018 Director Compensation Plan; those units convert one-for-one to common stock and will be settled in shares after she leaves board service. The filing discloses inclusion of dividend-reinvested units and predecessor-plan holdings in end-of-period totals. There are no option exercises, new grants with cash exercise, or other derivative exercises reported. This pattern—cash or market sale combined with deferred compensation in stock units—is a common governance/compensation occurrence and does not by itself indicate operational changes at the company.

Corporate Governance Expert

TL;DR: Insider disposition paired with director deferred-stock credit is consistent with routine compensation and liquidity management.

The Form 4 documents a direct sale of 33,962 shares by a director and the crediting of 151.42 stock units under the director compensation plan, which are payable in shares after termination of service. The explanation clarifies one-for-one conversion and inclusion of dividend-reinvested units. There is no indication of a Rule 10b5-1 plan checkbox being checked on the form text provided, nor other special purpose transactions. From a governance standpoint, the filing reflects standard director compensation mechanics and a stand-alone sale; it does not present any disclosed corporate governance concerns or extraordinary related-party transactions.

09/22/2025 - 04:02 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^*

PATSLEY PAMELA H

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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								33,962	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
Stock Units	(1)	09/19/2025		A		151.42		(2)	(2)	Common Stock	151.42	$181.62	63,495.28	D

Explanation of Responses:

1. Security converts to common stock on a one-for-one basis.

2. Stock units credited under the Texas Instruments 2018 Director Compensation Plan, to be settled in common stock of the Issuer following the reporting person's termination of service as a director of the Issuer. End-of-period holdings include stock units acquired pursuant to the dividend reinvestment provision of the 2018 Plan and the predecessor director compensation plan.

	/s/ John Whitney, Attorney in Fact	09/22/2025
	** 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.

FAQ

What did Pamela H. Patsley report on the Form 4 for TXN?

She reported a disposal of 33,962 common shares and the crediting of 151.42 stock units under the 2018 Director Compensation Plan.

When did the reported transactions occur for TXN Form 4?

Transaction date: 09/19/2025; Form signed by attorney-in-fact: 09/22/2025.

What are the stock units reported on the Form 4 for TXN?

151.42 stock units were credited under the 2018 Director Compensation Plan; they convert one-for-one to common stock and settle in shares after termination of director service.

Do the Form 4 entries indicate option exercises or derivative sales?

No option exercises or derivative sales are reported; the derivative section records stock units (deferred compensation) rather than exercised options.

Does the filing specify whether the sale was part of a 10b5-1 plan?

The provided Form 4 text does not show a checked box indicating a Rule 10b5-1 trading plan.