Gary Mark 4

What Happened

• Gary Mark, Senior Vice President of Texas Instruments (TXN), received an award of 11,418 restricted stock units (RSUs) on 2026-01-29 and a derivative award of 40,444 stock units/options the same day. To satisfy tax withholding related to the award, 2,709 shares were transferred/withheld on 2026-01-30 at $218.97 per share, totaling $593,190. The grants are awards (not open‑market purchases or sales).

Key Details

• Transaction types and dates:
  • 2026-01-29: Award/Grant — 11,418 RSUs (code A) — acquisition price $0.00 (RSU award).
  • 2026-01-29: Award/Grant — 40,444 derivative units/options (code A) — acquisition price $0.00 (derivative).
  • 2026-01-30: Tax withholding/disposition — 2,709 shares withheld (code F) at $218.97 each = $593,190.
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes:
  • F1: RSUs awarded pursuant to the 2024 Long‑Term Incentive Plan.
  • F2: The stock option/derivative grant becomes exercisable in four equal installments beginning January 29, 2027.
• Filing timeliness: Filed 2026-02-02 for transactions on 2026-01-29/01-30 — appears timely (not flagged as late).
• Exhibit: Exhibit 24 — Power of Attorney included with the filing.

Context

• The 2,709‑share disposition was a tax‑withholding action (common when RSUs vest), not an open‑market sale for personal liquidity. The 40,444 derivative/option award has a future vesting/exercise schedule (starts 2027), so it does not represent immediately exercisable stock. These transactions are routine compensation-related insider activity rather than a market purchase or speculative sale.