Form 4: TXN Sr. VP Gary Mark Receives Equity Awards
Insider Transaction Report
Texas Instruments Senior Vice President Gary Mark was granted restricted stock units and non-qualified stock options, alongside a tax-related share disposition.
Summary
- Gary Mark, Senior Vice President of Texas Instruments Inc (TXN), acquired 11,418 shares of Common Stock on January 29, 2026, as an award of restricted stock units (RSUs) under the 2024 Long-Term Incentive Plan, with a price of $0.
- Mark also acquired 40,444 non-qualified stock options on January 29, 2026, with an exercise price of $218.97 and an expiration date of January 29, 2036.
- The stock options will become exercisable in four equal installments, beginning on January 29, 2027.
- On January 30, 2026, Mark disposed of 2,709 shares of Common Stock at a price of $218.97 per share, likely for tax withholding purposes related to the RSU award or vesting.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive development, reflecting standard executive compensation practices that align management incentives with shareholder value, without indicating any immediate operational or financial shifts for the company.
Positives
- The grant of 11,418 restricted stock units and 40,444 non-qualified stock options to a Senior Vice President aligns management's long-term interests with those of shareholders.
- Equity compensation is a standard practice to attract and retain key executives, fostering commitment to the company's performance.
Negatives
- The disposition of 2,709 shares of Common Stock for tax withholding reduces the executive's direct share ownership, though this is a common and expected event with equity compensation vesting.
Risks
- The value of the awarded restricted stock units and stock options is subject to the future market performance of Texas Instruments' common stock.
- The stock options carry an exercise price of $218.97, meaning their intrinsic value is dependent on the stock price exceeding this level in the future.
Future Outlook
The non-qualified stock options granted to Gary Mark will become exercisable in four equal installments, with the first installment vesting on January 29, 2027, providing a future incentive for performance.
Industry Context
StockSavvy.ai notes that the granting of restricted stock units and stock options is a prevalent and effective compensation strategy within the highly competitive semiconductor industry. This practice is crucial for attracting, retaining, and motivating senior executives like Gary Mark, ensuring their financial incentives are directly tied to the long-term performance and shareholder value of companies such as Texas Instruments.
Comparison to Industry Standards
- Equity compensation packages, including RSUs and stock options, are standard practice for senior executives across major technology and semiconductor companies like Intel, Qualcomm, and NVIDIA, aiming to align executive interests with shareholder returns.
- The vesting schedule for stock options, typically over several years, is consistent with industry norms designed to encourage long-term commitment and performance.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Authorization of Power of Attorney | Gary Mark authorized several individuals to sign and file SEC forms on his behalf related to beneficial ownership of Texas Instruments equity securities, effective December 3, 2025. | 12/03/2025 | This is a routine administrative measure to facilitate timely SEC filings for the executive, ensuring compliance with Section 16 of the Exchange Act. |
Related Party Transactions
- The acquisition of restricted stock units and non-qualified stock options by a Senior Vice President from Texas Instruments constitutes a related-party transaction, which is standard practice for executive compensation.
Stakeholder Impact
- Shareholders: The equity awards align the executive's financial interests with the company's long-term stock performance, potentially benefiting shareholders through motivated leadership.
- Employees: The compensation structure for senior management can influence overall compensation philosophy and morale within the company.
Next Steps
- The non-qualified stock options will begin to vest in four equal installments starting January 29, 2027.
Key Dates
| Date | Description |
|---|---|
| 12/03/2025 | Date of authorization for Power of Attorney for SEC filings. |
| 01/29/2026 | Award date for 11,418 restricted stock units and 40,444 non-qualified stock options to Gary Mark. |
| 01/30/2026 | Date of disposition of 2,709 shares of Common Stock for tax withholding. |
| 02/02/2026 | Signature date of the Form 4 filing. |
| 01/29/2027 | First exercisable date for the non-qualified stock options (first of four equal installments). |
| 01/29/2036 | Expiration date for the non-qualified stock options. |
Recommendation
holdThis Form 4 filing details routine executive compensation and a subsequent tax-related share disposition. It does not contain new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are expected and do not indicate a significant shift in the company's outlook.
Keywords
Texas Instruments, TXN, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Stock Options, Executive Compensation, Gary Mark
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.