Roberts Mark T. 4

What Happened Mark T. Roberts, Senior Vice President at Texas Instruments (TXN), received equity awards on January 29, 2026: 12,559 shares (restricted stock units) and a 44,488-share derivative award (stock-based grant). On January 30, 2026 he had 2,709 shares withheld/disposed at $218.97 each to satisfy tax withholding, generating proceeds of $593,190. The awards are reported as acquisitions (code A); the withholding is reported as code F (tax payment).

Key Details

• Transaction dates: Jan 29, 2026 (awards); Jan 30, 2026 (tax withholding/disposition).
• Prices/values: Awarded shares recorded at $0.00 (standard for RSUs/options); 2,709 shares withheld/disposed at $218.97 each for $593,190.
• Shares acquired: 12,559 RSUs + 44,488 derivative award = 57,047 total newly reported shares/units.
• Shares disposed: 2,709 shares withheld to cover tax liability (tax-withholding, not an open-market sell for investment).
• Footnotes: F1 = award of restricted stock units under the 2024 Long-Term Incentive Plan; F2 = the derivative/option becomes exercisable in four equal installments beginning Jan 29, 2027.
• Shares owned after transaction: Not specified in the filing.
• Filing timeliness: Form 4 filed Feb 2, 2026 for Jan 29–30 transactions — filed within the required two business days (timely).

Context

• The 2,709-share disposition was a tax-withholding event (routine) rather than a discretionary sale, while the larger entries are compensation awards (RSUs and a time-vested/option-style grant).
• The derivative award has a multi-year exercisability/vesting schedule (starts 1/29/2027 in four equal installments), so these shares are not immediately liquid.