Form 4: Texas Instruments CFO Awarded Equity in Incentive Plan

Texas Instruments' Senior Vice President and CFO, Rafael R. Lizardi, received an award of restricted stock units and non-qualified stock options as part of the company's long-term incentive plan.

Summary

• Rafael R. Lizardi, Sr. Vice President & CFO of Texas Instruments Inc. (TXN), was awarded 12,559 shares of common stock as Restricted Stock Units (RSUs) on January 29, 2026, under the 2024 Long-Term Incentive Plan.
• On January 30, 2026, 3,773 shares of common stock were disposed of at a price of $218.97, likely to cover tax withholding obligations related to the RSU award or vesting.
• Lizardi also received an award of 44,488 non-qualified stock options on January 29, 2026, with an exercise price of $218.97.
• These stock options will become exercisable in four equal installments starting on January 29, 2027, and expire on January 29, 2036.
• Following these transactions, Lizardi directly beneficially owns 92,550 shares of common stock and 44,488 non-qualified stock options.
• Additionally, 33,994 shares of common stock are indirectly beneficially owned through a Spousal Lifetime Access Trust (SLAT).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it reflects standard executive compensation practices designed to align the CFO's long-term interests with those of shareholders through equity awards.

Positives

• Award of 12,559 Restricted Stock Units (RSUs) to a key executive, aligning management's interests with shareholders.
• Award of 44,488 non-qualified stock options, providing further long-term incentive for the CFO.
• The equity awards are part of the 2024 Long-Term Incentive Plan, indicating a structured approach to executive compensation.

Negatives

• Disposition of 3,773 shares of common stock for tax withholding, which reduces the direct beneficial ownership of the executive, though this is a standard practice for equity awards.

Future Outlook

The non-qualified stock options awarded to the CFO will become exercisable in four equal installments starting January 29, 2027, and will expire on January 29, 2036, indicating a long-term incentive structure.

Management Comments

• Award of restricted stock units pursuant to 2024 Long-Term Incentive Plan.
• The stock option becomes exercisable in four equal installments beginning on January 29, 2027.

Industry Context

StockSavvy.ai notes that equity awards, such as restricted stock units and stock options, are a common practice in the semiconductor industry and broader technology sector to incentivize and retain key executives. This aligns the interests of management with long-term shareholder value creation, a strategy employed by peers like Intel and NVIDIA to foster executive commitment.

Comparison to Industry Standards

• Equity-based compensation, including RSUs and stock options, is a standard component of executive compensation packages across major technology and semiconductor companies globally, such as Intel, Qualcomm, and Broadcom.
• The vesting schedule for stock options, typically over several years, is consistent with industry practices designed to encourage long-term performance and retention.
• The disposition of shares for tax withholding is a routine and expected event when equity awards vest or are settled, mirroring practices seen at companies like Apple and Microsoft.

Stakeholder Impact

• Shareholders: Increased alignment of the CFO's interests with long-term shareholder value through equity ownership.
• Employees: Reflects the company's ongoing executive compensation strategy.

Next Steps

• The non-qualified stock options will begin to vest in four equal installments starting January 29, 2027.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation in the form of equity awards and associated tax withholding. While it indicates continued alignment of management interests with shareholders, it does not present new information that would fundamentally alter the investment thesis for Texas Instruments, thus a 'hold' recommendation is appropriate.

Keywords

Texas Instruments, TXN, Rafael R. Lizardi, CFO, Form 4, SEC filing, insider transaction, restricted stock units, RSUs, stock options, equity award, executive compensation, beneficial ownership