BLINN MARK A 4

What Happened
Mark A. Blinn, a director of Texas Instruments (TXN), exercised multiple stock option tranches on Feb 5, 2026 to acquire a total of 2,572 shares for aggregate exercise costs of about $451,344 (breakdown: 628 @ $174.81 = $109,781; 540 @ $174.10 = $94,014; 767 @ $167.42 = $128,411; 637 @ $187.03 = $119,138). On the same day he sold 3,144 shares in an open-market transaction for a weighted average price of $221.58, resulting in proceeds of about $696,647. The filing shows corresponding derivative-to-stock conversions recorded at $0 (typical reporting for exercised options converting to shares).

Key Details

• Transaction date: Feb 5, 2026 (Form 4 filed Feb 6, 2026). Filing appears timely.
• Sales: 3,144 shares sold at a weighted average price of $221.58 (range reported $221.00–$221.93). Issuer will provide a detailed price-by-price breakout on request (Footnote F1).
• Option exercises: 2,572 shares exercised across four option tranches with exercise prices of $174.81, $174.10, $167.42 and $187.03 (Footnotes F5–F8 describe vesting schedule for the options).
• Shares owned after transaction: not disclosed in the provided excerpt of the filing.
• Trust/ownership notes: several footnotes indicate some shares are held in trusts for family members or held in trust for the reporting person with disclaimers of beneficial ownership or trustee status (F2–F4).
• No 10b5-1 plan, tax-withholding, or late-filing flag is indicated in the provided details.

Context
This is a common insider pattern: exercising vested options and selling shares the same day. The zero-dollar derivative dispositions reflect conversion of options into shares. Because the sale quantity (3,144) exceeds the exercised shares (2,572), Blinn likely sold a mix of newly exercised shares and previously held shares or trust-held shares; the filing’s footnotes clarify some shares are held in trusts. These transactions are factual disclosures and do not, by themselves, indicate Blinn’s longer-term view on TXN.