COX CARRIE SMITH 4

What Happened
Carrie Cox, a director of Texas Instruments (TXN), exercised two stock option tranches to acquire a total of 8,838 shares and immediately sold all 8,838 shares in open-market transactions on May 13, 2026. She exercised 4,306 options at $110.15 (cost $474,306) and 4,532 options at $104.41 (cost $473,186), for a total exercise cost of $947,492. The shares were sold in two blocks for total gross proceeds of $2,708,028 (weighted average sale prices $306.37 and $307.04), resulting in roughly $1.76M in gross proceeds above the exercise cost (before taxes/fees).

Key Details

• Transaction date: May 13, 2026; Form 4 filed May 14, 2026 (timely filing).
• Option exercises (code M): 4,306 shares @ $110.15 and 4,532 shares @ $104.41 (acquired).
• Open-market sales (code S): 8,393 shares @ $306.37 (weighted avg.; actual range $305.91–$306.89) and 445 shares @ $307.04 (weighted avg.; actual range $306.94–$307.24).
• Total exercised/acquired: 8,838 shares; total sold/disposed: 8,838 shares.
• Transaction values: exercise cost $947,492; gross sale proceeds $2,708,028.
• Shares owned after transaction: not reported in the provided excerpt.
• Footnotes: the two option tranches became exercisable in four equal annual installments beginning Jan 25, 2019 (F3) and Jan 25, 2020 (F4). Footnotes F1 and F2 note the sales prices shown are weighted averages and provide the price ranges.

Context
This was a same-day exercise-and-sale (cashless) of vested options: Cox exercised vested options and sold the resulting shares immediately, a routine liquidity event for option holders rather than an outright open-market purchase (which some investors view as a stronger bullish signal). No 10b5-1 plan or tax-withholding notation was provided in the excerpt.