Kane Katharine 4

4 · TEXAS INSTRUMENTS INC · Filed Apr 28, 2026

AI-generated summary of this filing

Updated Apr 28, 2026

Texas Instruments (TXN) SVP & GC Katharine Kane Exercises Options, Sells Shares

What Happened

Katharine Kane, Senior Vice President and General Counsel of Texas Instruments, exercised stock options covering 6,125 shares (two option lots) on 2026-04-27 and immediately sold the 6,125 shares in the open market the same day.
Exercise costs: 1,100 shares at $130.52 ($143,572) and 5,025 shares at $174.81 ($878,420) — total exercise outlay $1,021,992. Sales proceeds: 4,175 shares at a weighted avg $270.09 ($1,127,610) and 1,950 shares at a weighted avg $271.11 ($528,673) — total proceeds $1,656,283. Net proceeds before fees/taxes ≈ $634,291.
Transaction codes: M = option exercise/conversion; S = open-market sale. This is effectively a cashless exercise (exercised options and sold the resulting shares).

Key Details

Transaction date: 2026-04-27; Form 4 filed 2026-04-28 (timely filing).
Exercise entries: 1,100 shares @ $130.52 and 5,025 shares @ $174.81 (acquired).
Sale entries: 4,175 shares @ weighted avg $270.09 (sales ranged $269.54–$270.372; see F1) and 1,950 shares @ weighted avg $271.11 (sales ranged $270.875–$271.28; see F2).
Shares owned after the transactions: not specified in the filing.
Vesting footnotes: the exercised options became exercisable in four equal annual installments beginning Jan 24, 2021 (F3) and Jan 27, 2023 (F4).
No 10b5-1 plan or tax-withholding detail noted in the filing.

Context

This is a common pattern: an insider exercises vested options and immediately sells the resulting shares to cover costs/take gains (cashless exercise). The filing shows exercise cost, gross sale proceeds, and the price ranges for the sales.
Sales of exercised option shares are routine and do not by themselves signal management’s view on long-term prospects.

Form 4

Period: 2026-04-27

SVP and General Counsel

Transactions

Exercise/Conversion
Common Stock
2026-04-27$130.52/sh+1,100$143,572→ 26,312 total
Exercise/Conversion
Common Stock
2026-04-27$174.81/sh+5,025$878,420→ 31,337 total
Sale
Common Stock
[F1]
2026-04-27$270.09/sh−4,175$1,127,610→ 27,162 total
Sale
Common Stock
[F2]
2026-04-27$271.11/sh−1,950$528,673→ 25,212 total
Exercise/Conversion
NQ Stock Option (Right to Buy)
[F3]
2026-04-27−1,100→ 0 total
Exercise: $130.52Exp: 2030-01-24→ Common Stock (1,100 underlying)
Exercise/Conversion
NQ Stock Option (Right to Buy)
[F4]
2026-04-27−5,025→ 0 total
Exercise: $174.81Exp: 2032-01-27→ Common Stock (5,025 underlying)

Footnotes (4)

[F1]The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $269.54 to $270.372. 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 $270.875 to $271.28. 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 option became exercisable in four equal annual installments beginning on January 24, 2021.
[F4]The option became exercisable in four equal annual installments beginning on January 27, 2023.

Signature

/s/ Shannon Thompson, Attorney in Fact|2026-04-28

1 file