Johnson & Johnson (NYSE: JNJ) EVP Swanson awarded 9,412 performance share units

Rhea-AI Filing Summary

Johnson & Johnson executive James D. Swanson, EVP and CIO, reported an equity award tied to prior performance. On February 9, 2026, he acquired 9,412 Performance Share Units at a price of $0.00 per unit. These PSUs were originally granted under the company’s Long-Term Incentive Plan on February 13, 2023 and convert into shares of common stock upon vesting.

The 9,412-unit amount reflects the target PSUs from the 2023 grant, adjusted based on achievement of the performance conditions specified in the award agreement, which were certified on February 9, 2026. Following this transaction, Swanson directly holds 9,412 derivative securities in the form of these PSUs.

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^*

Swanson James D.

(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, CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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

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
Performance Share Units	(1)	02/09/2026		A		9,412		02/13/2026	(1)	Common Stock	9,412	$0	9,412(2)	D

Explanation of Responses:

1. 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.

2. The number of PSUs reflects the target number of PSUs originally granted on February 13, 2023, adjusted to reflect achievement relative to the performance conditions set forth in the award agreement, as certified on February 9, 2026.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for James Swanson	02/11/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Johnson & Johnson (JNJ) report in this Form 4 for James D. Swanson?

Johnson & Johnson reported that EVP and CIO James D. Swanson acquired 9,412 Performance Share Units. These units were granted under the Long-Term Incentive Plan and convert into common stock upon vesting, reflecting previously set performance conditions.

How many Performance Share Units did JNJ executive James D. Swanson receive?

James D. Swanson received 9,412 Performance Share Units. This figure represents the adjusted target number from a February 13, 2023 grant, calibrated to performance conditions that were certified on February 9, 2026 under the company’s long-term incentive program.

What are the key terms of the Performance Share Units reported for JNJ’s James D. Swanson?

The Performance Share Units convert into Johnson & Johnson common stock upon vesting. They were granted at a price of $0.00 per unit, originate from a February 13, 2023 award, and are tied to performance conditions later certified on February 9, 2026.

Is the Form 4 transaction for JNJ’s James D. Swanson a purchase or a grant?

The Form 4 discloses a grant or award acquisition, not an open-market purchase. The transaction code is “A,” indicating a grant or other acquisition of 9,412 Performance Share Units under Johnson & Johnson’s Long-Term Incentive Plan.

How many derivative securities does James D. Swanson hold after this JNJ Form 4 transaction?

After the reported transaction, James D. Swanson beneficially owns 9,412 derivative securities. These are Performance Share Units that will convert into Johnson & Johnson common stock upon vesting, and they are held directly in his name according to the filing.

What performance period is tied to the JNJ Performance Share Units granted to James D. Swanson?

The Performance Share Units were originally granted on February 13, 2023, with conditions based on performance. The final number of 9,412 units reflects achievement against those conditions, which were formally certified on February 9, 2026 according to the disclosure.