Texas Instruments Incorporated filings document operating results, governance actions, capital-structure details and material events for a Nasdaq-listed semiconductor company. Form 8-K reports cover quarterly and annual results, furnished earnings releases, non-GAAP free cash flow measures and related reconciliations, as well as dividend and shareholder-return disclosures.
Proxy and annual meeting filings describe board elections, executive compensation votes, auditor ratification and other stockholder proposals. Additional 8-K disclosures record by-law amendments, forum-selection provisions, officer transition matters, registered common stock details and exhibits filed in Inline XBRL.
Texas Instruments Incorporated is asking shareholders to vote at its April 16, 2026 annual meeting on five key items: electing 12 directors, approving executive pay on an advisory basis, ratifying Ernst & Young LLP as auditor for 2026, a stockholder proposal on written consent, and any other proper business.
The board is largely independent, with 11 of 12 directors meeting its independence standards, and has combined the chair and CEO roles under Haviv Ilan, supported by a lead independent director. Non-employee directors receive cash retainers plus annual stock options and restricted stock units, aligning their interests with shareholders.
Executive pay is strongly performance-based, mixing salary, annual bonus, profit sharing, and equity awards. For 2025, TI reported 13.0% revenue growth and a 34.1% operating margin, leading the compensation committee to raise named executive officer bonuses by 10%, while keeping equity grants generally targeted around market medians.
Texas Instruments senior vice president Hagop H. Kozanian sold 6,843 shares of common stock in an open-market transaction. The sale occurred on February 17, 2026 at a weighted average price of $225.9488 per share, with prices ranging from $225.62 to $226.13.
After this transaction, Kozanian directly owned 75,425 shares of Texas Instruments common stock.
Texas Instruments Sr. Vice President Ahmad Bahai reported exercising a stock option for 6,500 shares of common stock at $79.26 per share on February 11, 2026, then selling 6,500 shares in the open market at a weighted average price of $230.7872 per share. Following these transactions, he directly owned 42,488 shares of common stock and 3,660 nonqualified stock options.
Texas Instruments senior vice president Gary Mark reported option exercises and share sales. On February 11, 2026, he exercised 12,921 nonqualified stock options at $110.15 per share, receiving the same number of common shares. He then sold 12,921 shares that day at a weighted average price of $230.0988 per share in open-market transactions, and sold 10,248 shares on February 10, 2026 at a weighted average price of $220.8331 per share. After these transactions, he directly owned 45,547 Texas Instruments common shares.
Texas Instruments Sr. Vice President & CFO Rafael R. Lizardi reported an option exercise and multiple share sales. On February 10, 2026, he exercised a nonqualified stock option for 64,532 shares of common stock at an exercise price of $130.52 per share, increasing his directly held common stock to 157,082 shares.
That same day, he sold 44,055 shares at a weighted average price of $220.5105 and 20,477 shares at a weighted average price of $221.2213. On February 11, 2026, he sold an additional 7,096 shares at a weighted average price of $230.7795. After these transactions, he directly owns 85,454 shares of common stock and indirectly owns 33,994 shares through an entity labeled SLAT.
Texas Instruments insider plans to sell additional shares under Rule 144. A holder intends to sell 7,096 shares of common stock through UBS Financial Services on NASDAQ, with an aggregate market value of $1,637,611. The filing notes 907,550,774 common shares outstanding and an approximate sale date of February 11, 2026.
The 7,096 shares were acquired on January 30, 2026 via restricted stock units from Texas Instruments and are shown as paid in cash on February 11, 2026. Over the prior three months, Rafael Lizardi sold 64,532 common shares on February 10, 2026 for gross proceeds of $14,244,537.
A shareholder of Texas Instruments plans to sell 64,532 common shares under Rule 144. The shares are to be sold through UBS Financial Services Inc. on the NASDAQ, with an aggregate market value of $14,244,537 and an approximate sale date of February 10, 2026.
The seller acquired these common shares on January 24, 2020 through an ESOP transaction from Texas Instruments and paid for them in cash. This notice also confirms the seller represents they are not aware of undisclosed material adverse information about the company’s current or prospective operations.
Texas Instruments Sr. Vice President Mark T. Roberts reported a sale of company stock. On February 9, 2026, he sold 4,461 shares of common stock in a single reported transaction.
The shares were sold at a weighted average price of $221.162, with individual sale prices ranging from $220.96 to $221.32. Following this transaction, Roberts beneficially owns 64,058 shares of Texas Instruments common stock, held directly.
Texas Instruments director Mark A. Blinn reported several option exercises and a share sale on February 5, 2026. He exercised nonqualified stock options to acquire blocks of Texas Instruments common stock, including 628, 540, 767 and 637 shares at exercise prices between $167.42 and $187.03 per share. After these transactions, he held 11,670 shares directly.
Blinn then sold 3,144 common shares at a weighted average price of $221.5798 per share, with individual sale prices ranging from $221.00 to $221.93. In addition to his direct holdings, the report lists indirect positions in trusts holding 3,046 and 6,000 shares for family members, for which beneficial ownership is disclaimed, and 6,000 shares held in a trust benefiting Blinn, where he is sole trustee.