Texas Instruments insider files Form 4: option exercise and sales reported

Rhea-AI Filing Summary

Texas Instruments insider transactions on 08/25/2025: Sr. Vice President Bahai Ahmad reported option exercise activity and open‑market sales affecting his direct holdings. The filing shows a reported sale of 488 shares (Table 1) and a separate sale of 1,500 shares, and an acquisition of 1,500 shares through exercise of non‑qualified stock options at a $79.26 exercise price. The derivative table confirms the 1,500 option shares were exercisable into 1,500 common shares. Following the transactions the filing lists 38,883 shares held directly. The form was signed by an attorney in fact on behalf of the reporting person.

Positive

• Option exercise converted 1,500 options into 1,500 common shares at a $79.26 exercise price, indicating use of vested compensation.
• Timely disclosure: transactions were reported on Form 4 and include an explanatory note about sale price ranges; form is properly signed by an attorney in fact.

Negative

• Insider sales: the reporting person sold shares the same day (reported sales of 488 and 1,500 shares), which may be viewed negatively by some investors.
• Inconsistent price field in Table 1 shows $162.05 for one sale while the explanation states sales ranged from $205.31 to $205.42; detailed breakout is not included in the filing.

Insights

Financial Analyst

TL;DR: Insider exercised options at $79.26 and executed market sales the same day; net direct holdings returned to 38,883 shares.

The filing documents a routine mix of option exercise and open‑market sales by a senior officer on 08/25/2025. The reporter exercised NQ stock options (strike $79.26) converting 1,500 options into 1,500 common shares, and reported sales of shares the same day. The form lists sequential beneficial‑ownership balances of 38,883 then 40,383 then 38,883 shares, showing the exercise temporarily increased direct holdings before subsequent disposals. The report includes a seller price disclosure note indicating sales ranged from $205.31 to $205.42 and offers the issuer will provide detailed breakout upon request.

Corporate Governance Expert

TL;DR: Transactions appear to be standard insider exercise and sales, properly reported on Form 4 with explanatory note about sale prices.

The Form 4 identifies the reporting person as a Sr. Vice President and files as an individual reporting person. The derivative table shows an NQ option grant exercisable in installments beginning 2018, and the filer exercised 1,500 options on 08/25/2025. Sales are reported with a weighted average sale price entry and an explanatory footnote clarifying the range of actual sale prices. The form is signed via attorney in fact, consistent with authorized filing practices. No additional governance or compliance red flags are evident from the disclosed entries alone.

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^*

BAHAI AHMAD

(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)
08/25/2025

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	08/25/2025		G		488	D	$162.05	38,883	D
Common Stock	08/25/2025		M		1,500	A	$79.26	40,383	D
Common Stock	08/25/2025		S		1,500	D	$205.3534(1)	38,883	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)	$79.26	08/25/2025		M			1,500	(2)	01/26/2027	Common Stock	1,500	$0	13,160	D

Explanation of Responses:

1. The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $205.31 to $205.42. 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 26, 2018.

	/s/ John Whitney, Attorney in Fact	08/27/2025
	** 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 insider transactions did TXN Sr. Vice President Bahai Ahmad report on 08/25/2025?

The filing reports a sale of 488 shares, an acquisition of 1,500 shares via exercise of NQ options at a $79.26 strike, and a sale of 1,500 shares, all with transaction date 08/25/2025.

How many shares did the reporting person hold after the 08/25/2025 transactions for TXN?

The Form 4 lists 38,883 shares beneficially owned directly following the final reported transaction.

At what price were the shares sold according to the Form 4?

The filing's Table 1 lists one sale line at $162.05 and a footnote clarifies actual sales ranged from $205.31 to $205.42; the issuer offers a detailed breakout upon request.

What option details are disclosed in the Form 4 for TXN?

The derivative table shows a non‑qualified stock option with a $79.26 exercise price, 1,500 options exercised (M code), exercisable in installments beginning January 26, 2018, and underlying 1,500 common shares.

Who signed the Form 4 for the reporting person?

The filing is signed by /s/ John Whitney, Attorney in Fact with a signature date of 08/27/2025.