Texas Instruments (TXN) SVP receives new RSU and option grants

Rhea-AI Filing Summary

Texas Instruments Sr. Vice President Yunus Mohammad reported new equity awards and a tax-related share withholding. On January 29, 2026, he received 13,244 shares of common stock as restricted stock units under the 2024 Long-Term Incentive Plan and a nonqualified stock option for 46,915 shares with an exercise price of $218.97 per share, which becomes exercisable in four equal installments beginning January 29, 2027. On January 30, 2026, 1,585 shares of common stock were withheld at $218.97 per share in a transaction coded “F,” typically used for tax withholding, leaving him with 52,825 shares held directly and 1,052 shares held indirectly by his spouse, plus the new option position.

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^*

Yunus Mohammad

(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		13,244(1)	A	$0	54,410	D
Common Stock	01/30/2026		F		1,585	D	$218.97	52,825	D
Common Stock								1,052	I	By Spouse

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		46,915		(2)	01/29/2036	Common Stock	46,915	$0	46,915	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.
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 equity awards did Texas Instruments (TXN) SVP Yunus Mohammad receive?

Yunus Mohammad received 13,244 shares of Texas Instruments common stock as restricted stock units and a nonqualified stock option for 46,915 shares at an exercise price of $218.97, all granted under the company’s 2024 Long-Term Incentive Plan.

When do Yunus Mohammad’s new Texas Instruments stock options start vesting?

The nonqualified stock option for 46,915 Texas Instruments shares becomes exercisable in four equal installments beginning on January 29, 2027. This schedule spreads vesting over multiple years, aligning the senior vice president’s incentives with longer-term company performance.

Why did Yunus Mohammad have 1,585 Texas Instruments shares withheld?

The 1,585 Texas Instruments shares were disposed of in a transaction coded “F,” which is typically used for tax withholding related to equity awards. The shares were valued at $218.97 each and reduced his directly held common stock balance to 52,825 shares.

How many Texas Instruments shares does Yunus Mohammad own after these transactions?

After the reported transactions, Yunus Mohammad directly owns 52,825 Texas Instruments common shares and indirectly owns 1,052 shares through his spouse. He also holds a nonqualified stock option covering 46,915 additional shares granted on January 29, 2026.

What plan governed the restricted stock units awarded to Yunus Mohammad at Texas Instruments?

The 13,244 restricted stock units awarded to Yunus Mohammad were granted under Texas Instruments’ 2024 Long-Term Incentive Plan. This plan is designed to deliver equity-based compensation, aligning senior leaders’ interests with the company’s long-term shareholder value.