Stock Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

We have stock options outstanding to participants under long-term incentive plans. The option price per share may not be less than the fair market value of our common stock on the date of the grant. The options have a 10-year term and generally vest ratably over four years. Options continue to vest after the recipient retires.

We also have RSUs outstanding to participants under long-term incentive plans. Each RSU represents the right to receive one share of TI common stock, issued on the vesting date, which is generally four years after the date of grant. RSUs continue to vest after the recipient retires. Holders of RSUs receive an annual cash payment equivalent to the dividends paid on our common stock. The fair value per share of RSUs is determined based on the closing price of our common stock on the date of grant.

We have options and RSUs outstanding to non-employee directors under director compensation plans. The plans generally provide for annual grants of stock options and RSUs, a one-time grant of RSUs to each new non-employee director and the issuance of TI common stock upon the distribution of stock units credited to director deferred compensation accounts.

We also have an employee stock purchase plan (ESPP) under which options are offered to all eligible employees in amounts based on a percentage of the employee’s compensation, subject to a cap. Under the plan, the option price per share is 85% of the fair market value on the exercise date. As of December 31, 2025, 30 million shares remain available for future issuance under this plan.

Total stock compensation expense recognized is as follows:


	For Years Ended December 31,
	2025		2024		2023
COR	$	53	$	52	$	44
R&D	145		132		119
SG&A	221		203		199

Total	$	419	$	387	$	362

These amounts include expenses related to stock options, RSUs and options offered under our ESPP and are net of estimated forfeitures.

We recognize compensation expense for stock options and RSUs on a straight-line basis over the minimum service period required for vesting of the award, adjusting for estimated forfeitures based on historical activity. Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis. Options issued under our ESPP are expensed over a three-month period.

As of December 31, 2025, total future compensation related to equity awards not yet recognized in our Consolidated Statements of Income was $494 million, which we expect to recognize over a weighted average period of 1.7 years.

Fair value methods and assumptions

We account for all awards granted under our various stock compensation plans at fair value.

We estimate the fair values for stock options using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:


	For Years Ended December 31,
	2025			2024			2023
Weighted average grant date fair value, per share	$	44.97		$	37.58		$	46.23
Weighted average assumptions used:
Expected volatility	27		%	27		%	31		%
Expected lives (in years)	5.6			5.6			6.1
Risk-free interest rates	4.34		%	4.04		%	3.60		%
Expected dividend yields	2.92		%	3.11		%	2.86		%

We use market-based measures of implied volatility to determine expected volatility. We determine expected lives of options based on historical option exercises using a rolling 10-year average.

Expected dividend yields are based on the annualized approved quarterly dividend rate and the current market price of our common stock at the time of grant. No assumption for a future dividend rate change is included unless there is an approved plan to change the dividend in the near term.

Long-term incentive and director compensation plans

Stock option and RSU transactions under our long-term incentive and director compensation plans are as follows:


	Stock Options			RSUs
	Shares	Weighted Average Exercise Price per Share		Shares	Weighted Average Grant Date Fair Value per Share
Outstanding grants, December 31, 2024	25	$	136.87	6	$	168.68
Granted	4	$	186.55	1	$	185.44
Stock options exercised/RSUs vested	(4)	$	91.90	(1)	$	172.33
Outstanding grants, December 31, 2025 (a)	25	$	151.34	6	$	171.83

(a)Forfeited and expired shares were not material.


	For Years Ended December 31,
	2025		2024		2023
Weighted average grant date fair value per share for RSUs	$	185.44	$	173.59	$	172.59
Total grant date fair value of shares vested for RSUs	$	126	$	113	$	106
Aggregate intrinsic value of options exercised	$	382	$	597	$	319

As of December 31, 2025, 30 million shares remain available for future issuance under these plans.

Summarized information about stock options outstanding as of December 31, 2025, is as follows:

Exercise Price Range

Number Outstanding (Shares)

Weighted Average Remaining Contractual Life (Years)

$52.93 to $206.61

5.8


	Options Fully Vested and Expected to Vest (a)		Options Exercisable
Stock options outstanding (shares)	24		15
Weighted average remaining contractual life (in years)	5.8		4.2
Weighted average exercise price per share	$	150.97	$	133.57
Intrinsic value (millions)	$	610	$	589

(a)Includes effects of expected forfeitures. Excluding the effects of expected forfeitures, the aggregate intrinsic value of stock options outstanding was $611 million.

Effect on shares outstanding and treasury shares

Treasury shares were acquired in connection with the board-authorized stock repurchase program. As of December 31, 2025, $18.79 billion of stock repurchase authorizations remain, and no expiration date has been specified.

Our practice is to issue shares of common stock from treasury shares upon exercise of stock options, distribution of director deferred compensation and vesting of RSUs. The following table reflects the changes in our treasury shares:


	For Years Ended December 31,
	2025	2024	2023
Balance, January 1	830	832	835
Repurchases	8	5	2
Shares issued	(4)	(7)	(5)
Balance, December 31	834	830	832

The effects on cash flows are as follows:


	For Years Ended December 31,
	2025		2024		2023
Proceeds from common stock transactions (a)	$	400	$	517	$	263
Tax benefit realized from stock compensation	$	113	$	158	$	104

(a)Net of taxes paid for employee shares withheld of $34 million, $39 million and $46 million in 2025, 2024 and 2023, respectively.

TEXAS INSTRUMENTS INC 10-K