Lizardi Rafael R 4

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.