Form 4: Texas Instruments SVP Sells Shares Post-Option Exercise

Texas Instruments Senior Vice President Gary Mark reported the exercise of stock options and subsequent sale of common stock in early February 2026, executed under a Rule 10b5-1 plan.

Summary

• Gary Mark, Sr. Vice President of Texas Instruments Inc. (TXN), reported transactions involving company common stock.
• On February 10, 2026, Mark sold 10,248 shares of common stock at a weighted average price of $220.8331 per share. Individual sales ranged from $220.655 to $220.99.
• On February 11, 2026, Mark exercised 12,921 Non-Qualified Stock Options at an exercise price of $110.15 per share. These options became exercisable in four equal annual installments starting January 25, 2019.
• Immediately following the option exercise on February 11, 2026, Mark sold 12,921 shares of common stock at a weighted average price of $230.0988 per share. Individual sales ranged from $229.8 to $230.36.
• Following these transactions, Mark beneficially owns 45,547 shares of common stock directly.
• All reported transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While there is insider selling, it is offset by the exercise of options and the fact that all transactions were conducted under a pre-arranged 10b5-1 plan, which mitigates concerns about opportunistic selling.

Positives

• The exercise of Non-Qualified Stock Options indicates the value of the underlying stock has appreciated significantly above the exercise price of $110.15, allowing the executive to realize a gain.

Negatives

• The sale of 23,169 shares of common stock by a Senior Vice President could be interpreted as a reduction in direct exposure to the company's equity by an insider.

Industry Context

StockSavvy.ai notes that insider transactions, particularly sales, are routinely reported via Form 4 filings. When executed under a Rule 10b5-1 plan, these sales are typically pre-scheduled and do not necessarily reflect a change in management's immediate outlook on the company's prospects, distinguishing them from opportunistic selling.

Stakeholder Impact

• Shareholders: The sale of shares by a Senior Vice President, even under a 10b5-1 plan, could be perceived by some shareholders as a slight negative, though the pre-planned nature reduces its significance. The option exercise demonstrates the executive's prior compensation structure and the value realized from it.

Key Dates

Recommendation

The transactions reported are routine insider sales executed under a pre-arranged 10b5-1 plan, which are common for executives managing their personal portfolios. These transactions do not typically signal a change in the company's fundamental outlook or warrant a change in investment recommendation based solely on this filing. Investors should 'hold' and consider broader company performance and market trends.

Keywords

Texas Instruments, TXN, Insider Trading, Form 4, Stock Option Exercise, Share Sale, Gary Mark, Senior Vice President, 10b5-1 Plan