Johnson & Johnson (JNJ) EVP reports stock awards, option grants and tax share withholdings

Rhea-AI Filing Summary

Johnson & Johnson executive Kathryn E. Wengel, EVP and Chief TO and Risk Officer, reported multiple equity compensation transactions. She exercised vested restricted share units and performance share units into common stock on February 13 and 15, 2026, and received new grants of restricted share units and employee stock options under the company’s Long-Term Incentive Plan.

On those dates she acquired common shares through derivative exercises and awards, while a portion of the resulting shares was withheld at prices of $243.45 and $244.55 per share to cover tax obligations, which is disclosed as share dispositions. After these transactions, she held 113,977.8735 common shares directly, plus additional indirect holdings in the Johnson & Johnson Savings Plan and ESOP.

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^*

Wengel Kathryn E

(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 TO and Risk Officer

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		651	A	$0(1)	106,606.8735	D
Common Stock	02/13/2026		F		217(2)	D	$244.55	106,389.8735	D
Common Stock	02/13/2026		M		13,706	A	$0(3)	120,095.8735	D
Common Stock	02/13/2026		F		6,414(4)	D	$244.55	113,681.8735	D
Common Stock	02/15/2026		M		606	A	$0(5)	114,287.8735	D
Common Stock	02/15/2026		F		310(2)	D	$243.45	113,977.8735	D
Common Stock	02/15/2026		M		635	A	$0(6)	114,612.8735	D
Common Stock	02/15/2026		F		325(2)	D	$243.45	114,287.8735	D
Common Stock								86(7)	I	By 401k
Common Stock								281(8)	I	By ESOP

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			651	(1)	(1)	Common Stock	651	$0	0	D
Performance Share Units	(3)	02/13/2026		M			13,706	02/13/2026	(3)	Common Stock	13,706	$0	0	D
Restricted Share Units	(5)	02/15/2026		M			606	(5)	(5)	Common Stock	606	$0	606(9)	D
Restricted Share Units	(6)	02/15/2026		M			635	(6)	(6)	Common Stock	635	$0	1,268(9)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		16,945		(10)	02/15/2036	Common Stock	16,945	$0	16,945	D
Restricted Share Units	(11)	02/15/2026		A		1,217		(11)	(11)	Common Stock	1,217	$0	1,217(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. 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. Shares held by ESOP 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 Kathryn E. Wengel	02/18/2026
	** 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 did Johnson & Johnson (JNJ) executive Kathryn Wengel report in this Form 4?

Kathryn Wengel reported equity compensation activity, including exercises of vested restricted and performance share units into common stock and new grants of restricted share units and stock options. Some shares were withheld to pay taxes, a common feature of long-term incentive plans.

Did Kathryn Wengel buy or sell Johnson & Johnson (JNJ) stock in the open market?

The filing shows no open-market buys or sells. Shares described as dispositions were withheld by Johnson & Johnson at set prices to cover tax obligations upon vesting and conversion of equity awards, rather than discretionary sales on the market.

How many Johnson & Johnson (JNJ) shares does Kathryn Wengel hold after these transactions?

After the reported transactions, Kathryn Wengel directly holds 113,977.8735 shares of Johnson & Johnson common stock. She also has indirect holdings through the Johnson & Johnson Savings Plan and ESOP, which together add 367 shares based on the plans’ most recent reporting date.

What new equity awards did Kathryn Wengel receive from Johnson & Johnson (JNJ)?

She received 16,945 employee stock options and 1,217 restricted share units, all granted under Johnson & Johnson’s Long-Term Incentive Plan. These awards vest in three equal annual installments beginning on the first anniversary of the February 15, 2026 grant date.

How were taxes handled on Kathryn Wengel’s Johnson & Johnson (JNJ) equity vesting?

When her restricted share units and performance share units vested and converted into common stock, Johnson & Johnson withheld 6,414 and smaller blocks of shares at prices around $243–$245. These withheld shares satisfied tax obligations instead of a cash payment.

What is the vesting structure of Kathryn Wengel’s Johnson & Johnson (JNJ) RSUs and options?

Restricted share units and stock options granted on various February dates vest in three equal annual installments starting one year after grant. Upon vesting, each RSU converts into one share of Johnson & Johnson common stock, creating a staged long-term compensation schedule.