Leonard Shanon J 4

What Happened

• Leonard Shanon, Senior Vice President at Texas Instruments (TXN), exercised option awards and sold the resulting 18,189 shares on April 24, 2026.
• He exercised four option tranches (1,700; 3,423; 5,529; 7,537 shares) paying a total exercise cost of $2,877,483, and sold all 18,189 shares in the open market for total proceeds of $5,055,707 (weighted avg sale price $277.95). Net proceeds (proceeds minus exercise cost) ≈ $2,178,224.
• The filing shows the options were converted (reported as disposals of the derivative at $0.00) and the underlying shares were sold the same day.

Key Details

• Transaction date: 2026-04-24; Form 4 filed 2026-04-27 (timely).
• Sale details: 18,189 shares sold at a weighted-average price of $277.95; reported sale prices ranged from $277.36 to $278.30 (footnote F1).
• Exercises: four option exercises with exercise prices and amounts:
  • 1,700 shares @ $104.41 = $177,497
  • 3,423 shares @ $130.52 = $446,770
  • 5,529 shares @ $169.23 = $935,673
  • 7,537 shares @ $174.81 = $1,317,543
• Aggregate: 18,189 shares acquired via exercise (total exercise cost $2,877,483) and immediately sold for $5,055,707.
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Notable footnotes:
  • F1: sale price range and weighted-average note; detailed breakdown available on request.
  • F2–F5: the option tranches became exercisable in four equal annual installments beginning in 2020, 2021, 2022 and 2023, respectively (indicating vested/long-standing grants).

Context

• This pattern — exercising vested options and selling the resulting shares the same day — is commonly a cashless exercise/liquidity event (options converted to shares and sold immediately). The filing shows both the option conversion (derivative reported as disposed) and the open-market sale.
• The transaction is factual disclosure of insider activity and does not, by itself, indicate the insider’s view on the company’s future prospects.