BAHAI AHMAD 4

What Happened

• Bahai Ahmad, Senior Vice President of Texas Instruments (TXN), was granted equity awards and had shares withheld to cover tax obligations. On Jan 29, 2026 Ahmad was awarded 6,622 shares (restricted stock units) and 23,458 derivative shares (award/derivative). On Jan 30, 2026 a total of 3,081 shares were withheld/disposed to satisfy tax liabilities at a per-share value of $218.97, totaling $674,647.
• The awarded shares show an acquisition price of $0.00 (typical for RSUs). The 3,081-share disposal is reported as code F (payment of exercise price or tax liability), i.e., tax withholding rather than an open-market sale.

Key Details

• Transaction dates and amounts:
  • 2026-01-29: Award/Grant — 6,622 shares (RSUs) acquired at $0.00.
  • 2026-01-29: Award/Grant (derivative) — 23,458 shares acquired at $0.00.
  • 2026-01-30: Tax withholding (F) — 3,081 shares disposed at $218.97/share = $674,647.
• Footnotes:
  • F1: Award of restricted stock units pursuant to the 2024 Long‑Term Incentive Plan.
  • F2: The stock option (derivative) becomes exercisable in four equal installments beginning January 29, 2027.
• Shares owned after the transaction are not disclosed in this filing.
• Filing date: 2026-02-02. Based on the Jan 29–30 transaction dates, this Form 4 was filed within the usual two-business‑day window (timely).

Context

• The 3,081-share disposition was for tax withholding associated with equity awards (code F), not an open-market sell that would typically signal a deliberate cash‑out decision.
• The 6,622 shares were RSUs under the LTIP (vested/awarded); the 23,458 derivative award appears to be a stock option or other derivative that will become exercisable in installments starting 1/29/2027 per the footnote.
• For retail investors: awards and tax-withholding transactions are common compensation events and do not, by themselves, indicate insider sentiment about the company’s stock.