JNJ (JNJ) CEO Duato reports major stock awards and tax withholding

Rhea-AI Filing Summary

JOHNSON & JOHNSON CEO and Chairman Joaquin Duato reported multiple equity transactions related to the company’s long-term incentive plan. On February 15, 2026, he received a grant of 131,734 employee stock options and 9,459 restricted share units, each representing the right to receive one share of common stock upon vesting.

Across February 13 and 15, 2026, previously awarded RSUs and performance share units vested and were converted into common stock through several exercises coded “M”. In connection with these vestings, common shares coded “F” were withheld at prices around $243.45–$244.55 per share to satisfy tax obligations. Duato also reports indirect holdings of 998 common shares through a 401(k) plan and 30,852 shares held by his spouse.

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^*

Duato Joaquin

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman of the Board

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		3,469	A	$0(1)	279,436	D
Common Stock	02/13/2026		F		989(2)	D	$244.55	278,447	D
Common Stock	02/13/2026		M		73,054	A	$0(3)	351,501	D
Common Stock	02/13/2026		F		31,679(4)	D	$244.55	319,822	D
Common Stock	02/15/2026		M		3,682	A	$0(5)	323,504	D
Common Stock	02/15/2026		F		1,602(2)	D	$243.45	321,902	D
Common Stock	02/15/2026		M		4,505	A	$0(6)	326,407	D
Common Stock	02/15/2026		F		1,960(2)	D	$243.45	324,447	D
Common Stock								998(7)	I	By 401k
Common Stock								30,852	I	By spouse

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			3,469	(1)	(1)	Common Stock	3,469	$0	0	D
Performance Share Units	(3)	02/13/2026		M			73,054	02/13/2026	(3)	Common Stock	73,054	$0	0	D
Restricted Share Units	(5)	02/15/2026		M			3,682	(5)	(5)	Common Stock	3,682	$0	3,682(8)	D
Restricted Share Units	(6)	02/15/2026		M			4,505	(6)	(6)	Common Stock	4,505	$0	9,008(8)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		131,734		(9)	02/15/2036	Common Stock	131,734	$0	131,734	D
Restricted Share Units	(10)	02/15/2026		A		9,459		(10)	(10)	Common Stock	9,459	$0	9,459(8)	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. 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).

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

9. 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.

10. 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 Joaquin Duato	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did JNJ CEO Joaquin Duato receive in this Form 4?

Joaquin Duato received a grant of 131,734 employee stock options and 9,459 restricted share units on February 15, 2026. These awards were granted under Johnson & Johnson’s long-term incentive plan and will vest in three annual installments beginning on the first anniversary.

How were Johnson & Johnson RSUs and PSUs for JNJ’s CEO settled?

Previously granted restricted share units and performance share units vested and were converted into Johnson & Johnson common stock through transactions coded “M”. According to the filing, each unit represents a contingent right to receive one share of common stock when vesting conditions are met.

Did JNJ CEO Joaquin Duato sell Johnson & Johnson shares in the market?

The filing shows transactions coded “F,” which reflect shares withheld for tax payments, not open-market sales. These shares were retained by the company to satisfy tax liabilities triggered by the vesting of RSUs and PSUs, at prices around $243–$245 per share.

What indirect Johnson & Johnson share holdings does JNJ’s CEO report?

Joaquin Duato reports indirect ownership of 998 Johnson & Johnson common shares through a 401(k) savings plan and 30,852 shares held by his spouse. The 401(k) amount includes shares accumulated via dividend reinvestment as of the plan’s most recent reporting date, January 31, 2026.

How do JNJ’s long-term incentive plan awards for the CEO vest?

The reported RSUs and stock options generally vest in three equal annual installments, beginning on the first anniversary of the grant date. Upon vesting, RSUs convert into Johnson & Johnson common stock on a one-for-one basis, while options become exercisable according to their award terms.

What do the M and F transaction codes mean in the JNJ Form 4?

Code M indicates exercise or conversion of derivative securities such as RSUs or PSUs into common stock. Code F indicates shares withheld to pay taxes or exercise costs. In this filing, F-coded transactions represent tax-withholding dispositions tied to vesting, not discretionary market sales.