Lizardi Rafael R 4

4 · TEXAS INSTRUMENTS INC · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Texas Instruments (TXN) CFO Rafael Lizardi Exercises Options, Sells Shares

What Happened

Rafael R. Lizardi, Senior Vice President & Chief Financial Officer of Texas Instruments, exercised 64,532 stock options on Feb 10, 2026 at an exercise price of $130.52 (cost = $8,422,717). Immediately surrounding that exercise he sold shares in the open market: 44,055 shares at a weighted avg $220.51 ($9,714,590), 20,477 shares at a weighted avg $221.22 ($4,529,949), and 7,096 shares at $230.78 ($1,637,611). There is also a reported disposition of 64,532 derivative shares at $0.00 (see notes) — consistent with shares withheld for taxes or a cashless exercise. Total reported open-market sale proceeds ≈ $15.88M.

Key Details

Transaction dates: Feb 10, 2026 (exercise and two sales) and Feb 11, 2026 (one sale). Filing date: Feb 12, 2026.
Exercise (M): 64,532 shares @ $130.52 (acquired) = $8,422,717.
Sales (S): 44,055 @ weighted avg $220.51 = $9,714,590 (range $219.89–$220.88 per F1); 20,477 @ weighted avg $221.22 = $4,529,949 (range $220.89–$221.63 per F2); 7,096 @ weighted avg $230.78 = $1,637,611 (range $230.51–$231.005 per F3).
Derivative disposition: 64,532 shares @ $0.00 (disposed) — often reflects shares withheld to cover taxes or broker-assisted cashless exercise.
Vesting note: the option became exercisable in four equal annual installments beginning Jan 24, 2021 (F4).
Shares owned after transaction: not specified in the provided excerpt.
Filing timeliness: appears timely (filed two days after main transactions).

Context

This pattern—exercising options and simultaneously selling or withholding shares—is common when executives exercise vested options and sell some shares to cover the exercise price and withholding taxes. It is a liquidity/tax-management action rather than a straightforward purchase or new investment signal.
Footnotes indicate the reported sale prices are weighted averages with price ranges available on request for investors who want a detailed price-by-price breakout.

Form 4

Period: 2026-02-10

Sr. Vice President & CFO

Transactions

Exercise/Conversion
Common Stock
2026-02-10$130.52/sh+64,532$8,422,717→ 157,082 total
Sale
Common Stock
[F1]
2026-02-10$220.51/sh−44,055$9,714,590→ 113,027 total
Sale
Common Stock
[F2]
2026-02-10$221.22/sh−20,477$4,529,949→ 92,550 total
Sale
Common Stock
[F3]
2026-02-11$230.78/sh−7,096$1,637,611→ 85,454 total
Exercise/Conversion
NQ Stock Option (Right to Buy)
[F4]
2026-02-10−64,532→ 0 total
Exercise: $130.52Exp: 2030-01-24→ Common Stock (64,532 underlying)

Holdings

Footnotes (4)

[F1]The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $219.89 to $220.88. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
[F2]The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $220.89 to $221.63. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
[F3]The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $230.51 to $231.005. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.
[F4]The option became exercisable in four equal annual installments beginning on January 24, 2021.

Signature

/s/ Shannon Thompson, Attorney in Fact|2026-02-12

1 file