Ilan Haviv 4

What Happened
Ilan Haviv, Chairman, President & CEO of Texas Instruments (TXN), received equity awards and had 9,860 shares disposed to cover tax withholding. The Form 4 shows a grant of 47,952 shares (award/RSUs) on 2026-01-29 and a derivative award of 169,862 units on 2026-01-29 (both reported as acquisitions at $0.00). On 2026-01-30, 9,860 shares were disposed at $218.97 per share to satisfy tax withholding obligations, generating $2,159,044.

Key Details

• Transaction dates: Grants recorded 2026-01-29; tax-withholding disposal 2026-01-30. Form filed 2026-02-02 (timely).
• Prices and values: Withholding disposal 9,860 shares @ $218.97 = $2,159,044. Grants shown at $0.00 (typical for RSU/award reporting).
• Notable footnotes: F1 — award of restricted stock units under the 2024 Long-Term Incentive Plan; F2 — the stock option (derivative award) becomes exercisable in four equal installments beginning January 29, 2027.
• Shares owned after transaction: Not specified in this filing.
• Filing timeliness: Form 4 was filed within the required reporting window; Exhibit 24 (Power of Attorney) attached.

Context
The disposal is coded F (payment of exercise price or tax liability), meaning shares were withheld/sold to cover taxes on the award — a routine administrative step, not an open-market investment decision. The derivative entry and footnote indicate an option-like award with future exercisability in four equal installments starting 2027; the RSU award vests/settles per plan terms. These types of grants are common part of executive compensation and do not by themselves indicate the insider’s market view.