Welcome to our dedicated page for Texas Instrument SEC filings (Ticker: TXN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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.
Texas Instruments Sr. Vice President Ahmad Bahai reported option exercises and share sales. On February 5, 2026, he exercised a nonqualified stock option for 3,000 shares of common stock at $79.26 per share and acquired the shares. The same day, he sold 3,000 shares of common stock at a weighted average price of $223.4622, with individual sale prices ranging from $223.42 to $223.525. Following these transactions, he directly beneficially owned 42,488 shares of common stock and 10,160 derivative (option) securities.
Texas Instruments reported 2025 revenue of $17.68 billion, up 13% from 2024, driven mainly by stronger demand in its Analog and, to a lesser extent, Embedded Processing segments. Analog contributed $14.01 billion of revenue and Embedded Processing $2.70 billion, with Other adding $979 million.
Operating profit was $6.02 billion (34.1% margin) and net income was $5.00 billion, or $5.45 diluted EPS. Cash flow from operations reached $7.15 billion, while free cash flow was $2.94 billion, after $4.55 billion of capital spending largely for new 300mm fabs.
The company returned $6.48 billion to shareholders in 2025 through $5.00 billion of dividends and $1.48 billion of share repurchases, and ended the year with $4.88 billion in cash and short-term investments. It also benefited from a total $670 million cash impact from CHIPS Act incentives and related tax credits.
Looking ahead, TI plans 2026 capital spending of about $2–3 billion as it exits a six-year elevated investment cycle. It has also signed an agreement to acquire Silicon Labs for an enterprise value of about $7.5 billion in cash, expected to close in the first half of 2027, funded with cash on hand and new debt.
Texas Instruments Incorporated reported that its Board of Directors approved amendments to the company’s By-Laws on February 3, 2026. The changes add a forum selection provision stating that the Delaware Court of Chancery, or if it lacks jurisdiction the U.S. District Court for the District of Delaware, will be the exclusive forum for certain state corporate law or shareholder derivative claims. The amendments also provide that U.S. federal district courts will be the exclusive forum for any complaint asserting a cause of action under the Securities Act of 1933 or related rules. The amended By-Laws are attached as Exhibit 3.1.
A holder of common shares of TXN has filed a notice of proposed sale under Rule 144. The filing covers 333,615 common shares, with an aggregate market value listed as 74,723,087.7, to be sold through Goldman Sachs & Co. LLC on or around 02/05/2026 on the NASD exchange.
The shares were originally acquired on 01/26/2017 as compensation through stock options from the issuer, using a cashless exercise with a same‑day sale. The filing notes that 907,000,000 common shares of the issuer were outstanding, providing context for the planned transaction size.
A shareholder of Texas Instruments plans to sell 3,144 common shares under Rule 144 through UBS Financial Services Inc. on or about 02/05/2026 on the NASDAQ, with an aggregate market value of 696,646.75.
The shares were acquired via ESOP transactions from Texas Instruments on five dates between 01/27/2022 and 01/30/2026, in amounts that total the 3,144 shares to be sold, with cash payment listed for each. Shares outstanding were 908,623,020 at the time referenced.