Lizardi Rafael R 4

What Happened
Rafael Lizardi, Senior Vice President and Chief Financial Officer of Texas Instruments (TXN), received equity awards on January 29, 2026: 12,559 restricted stock units (RSUs) and a derivative award of 44,488 (stock option-type) shares (both reported as grants at $0.00). On January 30, 2026, 3,773 shares were surrendered/used to satisfy tax liabilities at $218.97 per share, a value of $826,174. The RSU award is pursuant to the 2024 Long-Term Incentive Plan (footnote F1); the derivative award is a stock option that becomes exercisable in four equal installments beginning January 29, 2027 (footnote F2).

Key Details

• Transaction dates and prices:
  • 2026-01-29: Grant of 12,559 RSUs @ $0.00 (acquired)
  • 2026-01-29: Grant of 44,488 derivative shares/options @ $0.00 (acquired; exercisable in installments beginning 1/29/2027)
  • 2026-01-30: 3,773 shares withheld/used for tax payment @ $218.97 (disposed) = $826,174
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Footnotes: F1 = RSU award under 2024 LTIP; F2 = option exercisability schedule (4 equal installments starting 1/29/2027).
• Filing: Report filed 2026-02-02 for transactions on 2026-01-29; includes Exhibit 24 (Power of Attorney). No indication the filing was late.

Context
This appears to be a routine compensation event: RSU and option grants are common executive pay, and the subsequent disposition (code F) reflects shares withheld or surrendered to satisfy tax obligations rather than an open-market sale for investment purposes. The option-related award is not immediately exercisable; it vests/exercises over time starting in 2027. These types of filings are informational and do not by themselves indicate personal market sentiment.