Stock grants and tax share withholdings for Johnson & Johnson (NYSE: JNJ) VP

Rhea-AI Filing Summary

Johnson & Johnson VP Corporate Controller Robert J. Decker reported multiple equity compensation transactions. On February 15, 2026, he received a grant of 4,871 employee stock options and 700 restricted share units (RSUs) under the company’s Long-Term Incentive Plan, each RSU representing the right to one common share upon vesting.

On February 13 and 15, 2026, previously awarded RSUs and performance share units vested and were converted to common stock through several derivative exercises coded “M.” To cover tax obligations on these vestings, a portion of the resulting shares (including amounts coded “F” at prices around $243.45–$244.55) was withheld and disposed of as tax-withholding transactions, not open-market sales. After these transactions, he reported direct ownership of common stock plus additional indirect holdings through an ESOP and 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Decker Robert J

(Last) (First) (Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK NJ 08933

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JOHNSON & JOHNSON [ JNJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		M		312	A	$0(1)	21,313	D
Common Stock	02/13/2026		F		104(2)	D	$244.55	21,209	D
Common Stock	02/13/2026		M		2,741	A	$0(3)	23,950	D
Common Stock	02/13/2026		F		762(4)	D	$244.55	23,188	D
Common Stock	02/15/2026		M		339	A	$0(5)	23,527	D
Common Stock	02/15/2026		F		94(2)	D	$243.45	23,433	D
Common Stock	02/15/2026		M		344	A	$0(6)	23,777	D
Common Stock	02/15/2026		F		95(2)	D	$243.45	23,682	D
Common Stock								134(7)	I	By ESOP
Common Stock								642(8)	I	By 401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	02/13/2026		M			312	(1)	(1)	Common Stock	312	$0	0	D
Performance Share Units	(3)	02/13/2026		M			2,741	02/13/2026	(3)	Common Stock	2,741	$0	0	D
Restricted Share Units	(5)	02/15/2026		M			339	(5)	(5)	Common Stock	339	$0	338(9)	D
Restricted Share Units	(6)	02/15/2026		M			344	(6)	(6)	Common Stock	344	$0	687(9)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		4,871		(10)	02/15/2036	Common Stock	4,871	$0	4,871	D
Restricted Share Units	(11)	02/15/2026		A		700		(11)	(11)	Common Stock	700	$0	700(9)	D

Explanation of Responses:

1. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 13, 2023 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting.

2. Shares withheld for payment of taxes upon vesting of RSUs.

3. Performance Share Units (PSUs) awarded under Issuer's Long-Term Incentive Plan on February 13, 2023. The PSUs convert into shares of Common Stock upon vesting.

4. Shares withheld for payment of taxes upon vesting of PSUs.

5. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2024 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSU convert into shares of Common Stock upon vesting.

6. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2025 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting on a one for one basis.

7. Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2026).

8. Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2026).

9. Each RSU represents a contingent right to receive one share of Company Common Stock.

10. Awarded under Issuer's Long-Term Incentive Plan. The Stock Option Award vests in three equal annual installments beginning on the first anniversary of the grant date.

11. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2026 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting on a one for one basis.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for Robert J. Decker	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did JNJ executive Robert J. Decker report in this Form 4?

Robert J. Decker reported equity compensation activity, including exercises of restricted and performance share units into Johnson & Johnson common stock and new grants of stock options and RSUs. Some shares were withheld and disposed of solely to cover related tax obligations upon vesting.

How many stock options did the JNJ VP receive according to this Form 4?

The filing shows a grant of 4,871 employee stock options to the Johnson & Johnson VP Corporate Controller. These options were awarded under the company’s Long-Term Incentive Plan and are scheduled to vest in three equal annual installments starting on the first anniversary of the grant date.

What new restricted share unit awards are disclosed for JNJ’s Robert J. Decker?

The Form 4 reports a grant of 700 restricted share units to Robert J. Decker. These RSUs were awarded under Johnson & Johnson’s Long-Term Incentive Plan and vest in three equal annual installments, converting into one share of common stock for each unit as they vest.

Were any of Robert J. Decker’s JNJ share disposals open-market sales?

The disposals reported in this Form 4 are coded “F,” indicating shares were withheld to pay taxes on vesting, not sold in open-market trades. Footnotes clarify the shares satisfied tax liabilities on RSU and performance share unit vestings, rather than discretionary share sales.

How do the performance share units in this JNJ Form 4 work?

Performance share units were awarded under Johnson & Johnson’s Long-Term Incentive Plan and later converted into common stock upon vesting. The filing notes that these PSUs, granted in February 2023, automatically turn into shares when vesting conditions are met, with some shares withheld to meet tax obligations.

What indirect Johnson & Johnson share holdings does Robert J. Decker report?

The Form 4 lists indirect ownership of JNJ common stock through an ESOP and a 401(k) plan. Footnotes explain that these amounts reflect shares in the Johnson & Johnson Savings Plan’s stock fund, including units accrued via dividend reinvestment as of the plan’s most recent reporting date.