Insider Trading February 6, 2026

Texas Instruments Executive Disposes of Shares After Option Exercise; Company Navigates Q4 Miss and Planned Acquisition

Sr. Vice President Ahmad Bahai sells 3,000 TXN shares while exercising options the same day; acquisition of Silicon Labs and rating outlook change add to investor scrutiny

By Nina Shah TXN
Texas Instruments Executive Disposes of Shares After Option Exercise; Company Navigates Q4 Miss and Planned Acquisition
TXN

Ahmad Bahai, a senior vice president at Texas Instruments Inc., sold 3,000 shares of TXN on Feb. 5, 2026, for roughly $670,386 after exercising options to acquire another 3,000 shares at $79.26. The stock was trading near its 52-week high while company results for Q4 2025 slightly missed estimates and management announced an all-cash acquisition of Silicon Laboratories. Moody’s maintained a Aa3 rating but moved the outlook to negative following the deal.

Key Points

  • Ahmad Bahai sold 3,000 TXN shares on Feb. 5, 2026, for about $670,386 and exercised options to acquire 3,000 shares the same day at $79.26, costing $237,780.
  • Texas Instruments reported Q4 2025 EPS of $1.27 and revenue of $4.4 billion, both slightly below consensus estimates; the company has also agreed to buy Silicon Laboratories for $231 per share in an all-cash deal valued at about $7.6 billion.
  • Credit and valuation indicators are in focus: Moody’s affirmed a Aa3 rating but moved the outlook to negative after the acquisition announcement; InvestingPro flags TXN as trading above Fair Value with an overbought RSI.

Senior Texas Instruments executive Ahmad Bahai completed a sale of 3,000 shares of common stock on February 5, 2026, according to SEC filings. The reported proceeds from the transaction totaled approximately $670,386, with the individual sale prices recorded between $223.42 and $223.525 per share.

The divestiture took place while Texas Instruments (TXN) was trading close to its 52-week high of $228.83; at the time of reporting the stock is valued at $221.45. Analysis from InvestingPro cited in the filing indicates that the shares were trading above their Fair Value and that the stock’s Relative Strength Index (RSI) points to overbought conditions.

The same Form 4 filing shows Bahai exercised options on the same day to acquire 3,000 additional shares at an exercise price of $79.26, representing a total exercise cost of $237,780. That exercise price is substantially below current market levels, a point reflected in the filing. Over the last 12 months, TXN shares have generated a total return of 26.07%.

After completing the sale, Bahai’s reported direct ownership in Texas Instruments stands at 42,488 shares.


Other company-level data disclosed alongside the insider transaction paints a broader picture of where Texas Instruments sits operationally and strategically:

  • Market capitalization: $201.07 billion.
  • Dividend track record: the company has paid dividends for 56 consecutive years and currently yields 2.54%.
  • Valuation metrics available through InvestingPro show a price-to-earnings ratio of 40.8, and subscribers are noted as having access to 18 additional ProTips and deeper research on valuation.

On an operational results front, Texas Instruments reported fourth-quarter 2025 results that narrowly undershot analyst expectations. The company posted earnings per share of $1.27 compared with the $1.29 estimate and reported revenue of $4.4 billion versus a $4.45 billion forecast.

Separately, Texas Instruments has entered into an agreement to acquire Silicon Laboratories in an all-cash transaction at $231 per share, valuing the transaction at approximately $7.6 billion. Management anticipates the deal will close in the first half of 2027, subject to regulatory and shareholder approvals.

Credit market watchers have reacted to the acquisition announcement. Moody’s Ratings affirmed Texas Instruments’ Aa3 senior unsecured ratings but revised the outlook to negative in light of the transaction. The acquisition news also triggered a sharp market reaction for Silicon Laboratories, whose stock rose 51% following confirmation of the deal terms, reflecting the significant premium embedded in the transaction relative to Silicon Laboratories’ prior market capitalization.


These concurrent developments - insider activity, a small quarterly miss, and a sizable announced acquisition - have created a period of elevated attention on Texas Instruments from investors, analysts and rating agencies.

Risks

  • Deal approval and regulatory risk - the Silicon Laboratories acquisition is conditional on regulatory and shareholder approvals and is expected to close in the first half of 2027, creating execution and timing uncertainty (affects semiconductors and M&A activity).
  • Credit and rating pressure - Moody’s shifted the outlook to negative despite affirming the Aa3 rating, signaling potential implications for cost of capital and credit perception (affects credit-sensitive financing and corporate bonds).
  • Operational performance risk - Texas Instruments’ slight miss on Q4 2025 EPS and revenue estimates could weigh on near-term investor sentiment in the semiconductor sector.

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