Johnson & Johnson director acquires 135.717 DSUs

Johnson & Johnson director Eugene A. Woods received additional cash-settled deferred share units tied to JNJ’s common stock value and dividends.

Rhea-AI Filing Summary

JOHNSON & JOHNSON (symbol: JNJ) is the issuer of record for a Form 4 filing submitted to the SEC. Woods Eugene A. reported acquisition or exercise transactions in this Form 4 filing.

JOHNSON & JOHNSON (JNJ) reported that director Eugene A. Woods received a grant of 135.717 Deferred Share Units (DSUs) on September 8, 2026 as part of his deferred cash retainer under the company’s Deferred Fee Plan for Directors, bringing his directly held DSUs to 6,578.771.

The DSUs, each linked in value to one share of common stock, will be settled in cash when his service as a director ends and include dividend equivalent rights that accrue based on Johnson & Johnson’s quarterly dividends.

Insider Trade Summary

Grant/Award: 135.717 shares

Grant/Award 1 txn

Insider Woods Eugene A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units F1, F2	135.717	$276.31	$37K

Holdings After Transaction: Deferred Share Units — 6,578.771 contracts (Direct)

Footnotes (2)

1. F1. Acquisition of Deferred Share Units (DSU) for deferral of cash retainer under the Issuer's Amended and Restated Deferred Fee Plan for Directors. DSUs are to be settled in cash upon termination of the Reporting Person's directorship. Each DSU represents the fair market value of one share of Common Stock on the business day prior to settlement date.
2. F2. Includes dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the Reporting Person on DSUs held by the Reporting Person.

Key Figures

Deferred Share Units granted: 135.717 units Deferred Share Units following transaction: 6,578.771 units Underlying common stock per DSU: 1 share equivalent

3 metrics

Deferred Share Units granted 135.717 units Grant to director on September 8, 2026 under the Deferred Fee Plan for Directors

Deferred Share Units following transaction 6,578.771 units Total directly held DSUs by Eugene A. Woods after the reported grant

Underlying common stock per DSU 1 share equivalent Each DSU represents the fair market value of one share of Johnson & Johnson common stock on the business day prior to settlement

Key Terms

Deferred Share Units, dividend equivalent rights, Deferred Fee Plan for Directors, fair market value

4 terms

Deferred Share Units financial

"Acquisition of Deferred Share Units (DSU) for deferral of cash retainer"

Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

dividend equivalent rights financial

"Includes dividend equivalent rights in connection with the Issuer's quarterly dividend"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Deferred Fee Plan for Directors financial

"under the Issuer's Amended and Restated Deferred Fee Plan for Directors"

fair market value financial

"Each DSU represents the fair market value of one share of Common Stock"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

What did JNJ director Eugene A. Woods report in this Form 4 for JNJ?

He reported the acquisition of 135.717 Deferred Share Units (DSUs) on September 8, 2026 as a grant under Johnson & Johnson’s Deferred Fee Plan for Directors, increasing his directly held DSUs to 6,578.771.

How are the Deferred Share Units reported by JNJ’s Eugene A. Woods settled?

The filing states that the DSUs are to be settled in cash upon termination of Eugene A. Woods’s directorship. They are not settled in stock but in a cash amount based on the value of Johnson & Johnson common shares at settlement.

What does each DSU granted to the JNJ director represent?

Each DSU represents the fair market value of one share of Johnson & Johnson common stock on the business day prior to the settlement date, according to the footnote describing the terms of the Deferred Share Units.

Do the JNJ DSUs held by Eugene A. Woods include dividend equivalents?

Yes. The filing notes that the reported DSU balance includes dividend equivalent rights that accrue to Eugene A. Woods in connection with Johnson & Johnson’s quarterly dividend on the DSUs he holds.

Was the JNJ director’s DSU transaction made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not affirmatively marked, and there is no footnote stating that this grant of Deferred Share Units was made under a Rule 10b5-1 trading plan.

What is Eugene A. Woods’s total reported DSU position in JNJ after this grant?

After the September 8, 2026 grant, Eugene A. Woods is reported as directly holding 6,578.771 Deferred Share Units, which are tied in value to Johnson & Johnson common stock and will be settled in cash at the end of his board service.

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Available on EDGAR 09/10/2026 - 08:51 PM Accepted by SEC EDGAR 09/10/2026 - 08:50 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Woods Eugene A.

(Last) (First) (Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK NEW JERSEY 08933

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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

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

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

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
Deferred Share Units	(1)	09/08/2026		A		135.717		(1)	(1)	Common Stock	135.717	$276.31	6,578.771(2)	D

Explanation of Responses:

1. Acquisition of Deferred Share Units (DSU) for deferral of cash retainer under the Issuer's Amended and Restated Deferred Fee Plan for Directors. DSUs are to be settled in cash upon termination of the Reporting Person's directorship. Each DSU represents the fair market value of one share of Common Stock on the business day prior to settlement date.

2. Includes dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the Reporting Person on DSUs held by the Reporting Person.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for Eugene A. Woods	09/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)