Form 4: Texas Instruments Chairman Gifts Shares Under 10b5-1 Plan

Richard K. Templeton, Chairman of Texas Instruments, reported gifting shares of common stock under a pre-arranged Rule 10b5-1 plan.

Summary

• Richard K. Templeton, Chairman of Texas Instruments Inc. (TXN), reported changes in his beneficial ownership of common stock.
• On October 29, 2025, Mr. Templeton disposed of 1,760 shares of common stock via gift, reducing his direct beneficial ownership to 407,329 shares.
• On the same date, he disposed of an additional 660 shares of common stock via gift, further reducing his direct beneficial ownership to 406,669 shares.
• Also on October 29, 2025, 660 shares of common stock were acquired indirectly by trusts for the benefit of his children via gift, for which Mr. Templeton disclaims beneficial ownership. The total in this category is 49,500 shares.
• All reported transactions were gifts with a price of $0 per share.
• The transactions were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• As of September 30, 2025, Mr. Templeton also held an estimated 307.82 shares attributable to his TI 401(k) Account and 12,676.31 shares attributable to his TI Universal Profit Sharing Account, both held indirectly by trust.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (gifts) under a pre-arranged 10b5-1 plan. This is generally considered a neutral event for the company's operational or financial outlook, as it reflects personal financial planning rather than a change in company fundamentals.

Positives

• The transactions were conducted under a Rule 10b5-1(c) plan, indicating pre-planned activity rather than reactive selling, which is a sound corporate governance practice.
• Gifting shares can be part of estate planning or philanthropic activities, which are common for long-serving executives.

Negatives

• A net disposition of 2,420 shares directly from the Chairman's beneficial ownership, plus an additional 660 shares transferred to trusts where beneficial ownership is disclaimed, represents a reduction in his direct stake in the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing reports routine insider share transactions and does not provide broader industry context or trends. It is specific to the individual's ownership changes at Texas Instruments.

Related Party Transactions

• Gifting of 660 shares of common stock to trusts for the benefit of children, for which the reporting person disclaims beneficial ownership, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The direct beneficial ownership of the Chairman has decreased by 2,420 shares, and an additional 660 shares were transferred to trusts where beneficial ownership is disclaimed. While a reduction in insider ownership, the pre-planned nature of the gifts under a 10b5-1 plan typically mitigates concerns about insider sentiment.

Key Dates

Recommendation

The filing details routine insider gifting of shares under a pre-arranged 10b5-1 plan. This type of transaction is generally not indicative of a change in the company's fundamental outlook or performance and does not provide a basis for altering an investment recommendation. Therefore, a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Texas Instruments, TXN, Richard K. Templeton, Form 4, Insider Trading, Share Ownership, Stock Gift, 10b5-1 Plan, Corporate Governance, Semiconductor