Johnson & Johnson (JNJ) HR chief auto-exercises options, ends with 16,409 shares

Rhea-AI Filing Summary

Johnson & Johnson executive Kristen Mulholland, EVP and Chief HR Officer, reported routine equity activity involving stock options and common shares. On February 6, 2026, 5,625 employee stock options with a $101.87 exercise price were automatically exercised immediately before expiration, creating 5,625 shares of common stock.

To cover the option exercise price and related taxes, 3,335 common shares were withheld at a reference price of $239.99. After these transactions, Mulholland directly owned 16,409 shares of Johnson & Johnson common stock. The filing characterizes the option exercise as an automatic event tied to the option’s expiration.

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

OMB APPROVAL

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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^*

Mulholland Kristen

(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)
	EVP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M		5,625(1)	A	$101.87	19,744	D
Common Stock	02/06/2026		F		3,335(2)	D	$239.99	16,409	D

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
Employee Stock Options (Right to Buy)	$101.87	02/06/2026		M			5,625	02/09/2019	02/08/2026(1)	Common Stock	5,625	$101.87	0	D

Explanation of Responses:

1. Reflects the auto-exercise of options immediately prior to their expiration.

2. Shares withheld for payment of the exercise price and taxes in connection with the exercise of the options reported on this Form 4.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for Kristen Mulholland	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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 transaction did JNJ EVP Kristen Mulholland report on this Form 4?

Kristen Mulholland reported an automatic stock option exercise. On February 6, 2026, 5,625 employee stock options with a $101.87 exercise price were auto-exercised, generating common shares and triggering related withholding for option cost and taxes as described in the filing footnotes.

How many Johnson & Johnson (JNJ) options did Mulholland exercise and at what price?

Mulholland exercised 5,625 employee stock options at $101.87 per share. The filing notes this was an auto-exercise immediately before the options’ expiration, converting derivative securities into common stock as part of her Johnson & Johnson equity compensation.

Why were 3,335 JNJ shares withheld in Mulholland’s February 2026 transaction?

3,335 shares were withheld to cover the option exercise price and taxes. The Form 4 footnote explains that these common shares were retained by the issuer in connection with the option exercise, rather than sold in an open-market transaction.

How many Johnson & Johnson shares does Kristen Mulholland own after this Form 4?

After the reported transactions, Mulholland directly owned 16,409 J&J shares. This figure reflects the automatic option exercise, issuance of new shares, and subsequent withholding of 3,335 shares for exercise cost and tax obligations on February 6, 2026.

Is Mulholland’s Johnson & Johnson Form 4 transaction a routine equity event?

The filing describes a routine, automatic option exercise at expiration. The options auto-exercised immediately before expiration, and shares were withheld for the exercise price and taxes, a common structure for executive equity compensation rather than a discretionary open-market trade.

What role does Kristen Mulholland hold at Johnson & Johnson in this Form 4?

Mulholland is listed as EVP, Chief HR Officer of Johnson & Johnson. The Form 4 identifies her as an officer, not a director or 10% owner, and reports her beneficial ownership and transactions in company common stock and employee stock options.