Johnson & Johnson Form 4: Pinto acquires 175.493 Deferred Share Units

Rhea-AI Filing Summary

Daniel E. Pinto, a director of Johnson & Johnson (JNJ), acquired 175.493 Deferred Share Units (DSUs) on 09/09/2025 under the company's Amended and Restated Deferred Fee Plan for Directors. Each DSU equals the fair market value of one share of JNJ common stock at the business day before settlement and will be settled in cash when Mr. Pinto's directorship ends. The reported per-unit price for the DSUs is $178.07, resulting in 175.493 units held directly after the transaction. The Form 4 was filed and signed on 09/11/2025.

Positive

• Acquisition of 175.493 DSUs under the Issuer's deferred fee plan recorded on 09/09/2025
• DSUs settle in cash and each unit represents the fair market value of one JNJ common share
• Per-unit value reported as $178.07, with 175.493 units held directly after the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired cash-settled DSUs worth 175.493 units at $178.07 each; non-cash deferral of compensation.

The transaction records a routine director compensation deferral: 175.493 Deferred Share Units were acquired under the issuer's deferred fee plan and are to be settled in cash upon termination of the reporting person's directorship. This is a non-derivative, direct holding and does not reflect an equity sale or option exercise. The filing does not disclose any sales, option grants, or changes to outstanding equity beyond the DSU acquisition.

Corporate Governance Expert

TL;DR: Standard governance practice—director elected cash-settled DSUs for retainer deferral; no unusual terms disclosed.

The disclosure indicates use of the company's Amended and Restated Deferred Fee Plan for Directors to defer cash retainer into Deferred Share Units. Each DSU represents the fair market value of one share at settlement and will be paid in cash upon termination of directorship. The filing is routine and complies with Section 16 reporting requirements; no related-party or indirect ownership issues are indicated.

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^*

Pinto Daniel 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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
Deferred Share Units	(1)	09/09/2025		A		175.493		(1)	(1)	Common Stock	175.493	$178.07	175.493	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.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for Daniel E. Pinto	09/11/2025
	** 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 JNJ director Daniel E. Pinto report on Form 4?

He reported the acquisition of 175.493 Deferred Share Units (DSUs) on 09/09/2025 under the company's director deferred fee plan.

How will the DSUs reported by Daniel E. Pinto be settled?

The DSUs are to be settled in cash upon termination of the reporting person's directorship; each DSU equals the fair market value of one common share at settlement.

What was the per-unit value reported for the DSUs in the JNJ Form 4?

The Form 4 lists a per-unit price of $178.07 for the Deferred Share Units.

How many DSUs does Daniel E. Pinto beneficially own after the transaction?

The filing shows 175.493 DSUs beneficially owned following the reported acquisition.

When was the Form 4 for this JNJ transaction filed and signed?

The Form 4 was signed by an attorney-in-fact on behalf of Daniel E. Pinto on 09/11/2025.