Kozanian Hagop H 4

What Happened Hagop H. Kozanian, Senior Vice President at Texas Instruments (TXN), received an equity award and a derivative award on Jan 29, 2026, and disposed of shares the next day to cover tax withholding. The Form 4 shows a grant of 13,473 restricted stock units (RSUs) (value recorded at $0 in the filing) and a derivative award of 47,723 shares. On Jan 30, 2026 he caused the disposition of 5,743 shares at $218.97 per share, generating proceeds of $1,257,545 to satisfy tax obligations (transaction code F).

Key Details

• Transactions reported: Jan 29, 2026 (award grants); Jan 30, 2026 (share disposition for tax payment).
• Disposition: 5,743 shares at $218.97 = $1,257,545 (code F — payment of exercise price or tax liability).
• Awards: 13,473 RSUs (footnote F1 — granted under the 2024 Long-Term Incentive Plan) and a 47,723-share derivative award (footnote F2).
• Footnote F2: the derivative/option becomes exercisable in four equal installments beginning Jan 29, 2027.
• Shares owned after transaction: Not disclosed in this filing.
• Filing date: Feb 2, 2026. The Form 4 does not flag a late filing; Form 4s are generally required within two business days of the transaction.

Context

• The share disposition is coded as tax withholding (F) and appears to be a routine sale to satisfy tax liabilities arising from the RSU award, not an independent market sale tied to a view on the stock.
• The 47,723-share derivative is a grant that vests/exercises over time (starts Jan 29, 2027 in four installments), so no immediate exercise occurred.
• For retail investors, awards and routine tax-withholding sales are common executive compensation mechanics and do not necessarily signal a change in insider sentiment.