Johnson & Johnson (JNJ) HR chief reports stock awards and tax withholding

Rhea-AI Filing Summary

Johnson & Johnson EVP and Chief HR Officer Kristen Mulholland reported equity compensation activity involving restricted share units, performance share units, stock options, and common stock. On February 15, 2026 she received grants of 20,322 employee stock options and 1,459 restricted share units, all at a stated price of $0.0000 per unit, under the company’s Long-Term Incentive Plan.

On the same date, previously granted restricted share units converted into 419 and 575 shares of common stock, increasing her direct holdings. Some of these new shares were withheld at prices of about $243.45 per share to cover tax obligations, reported with transaction code F as tax-withholding dispositions, rather than open-market sales.

On February 13, 2026, earlier grants of restricted share units and performance share units from prior years also converted into common stock. Those conversions added blocks of 410 and 3,602 common shares, followed by additional F-coded dispositions at around $244.55 per share to satisfy taxes due upon vesting. After these transactions, she continued to hold common stock directly, with the filing showing updated post-transaction balances for each line item.

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^*

Mulholland Kristen

(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 HR 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		410	A	$0(1)	16,819	D
Common Stock	02/13/2026		F		135(2)	D	$244.55	16,684	D
Common Stock	02/13/2026		M		3,602	A	$0(3)	20,286	D
Common Stock	02/13/2026		F		1,027(4)	D	$244.55	19,259	D
Common Stock	02/15/2026		M		419	A	$0(5)	19,678	D
Common Stock	02/15/2026		F		172(2)	D	$243.45	19,506	D
Common Stock	02/15/2026		M		575	A	$0(6)	20,081	D
Common Stock	02/15/2026		F		251(2)	D	$243.45	19,830	D

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			410	(1)	(1)	Common Stock	410	$0	0	D
Performance Share Units	(3)	02/13/2026		M			3,602	02/13/2026	(3)	Common Stock	3,602	$0	0	D
Restricted Share Units	(5)	02/15/2026		M			419	(5)	(5)	Common Stock	419	$0	418(7)	D
Restricted Share Units	(6)	02/15/2026		M			575	(6)	(6)	Common Stock	575	$0	1,150(7)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		20,322		(8)	02/15/2036	Common Stock	20,322	$0	20,322	D
Restricted Share Units	(9)	02/15/2026		A		1,459		(9)	(9)	Common Stock	1,459	$0	1,459(7)	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. Each RSU represents a contingent right to receive one share of Company Common Stock.

8. 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.

9. 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 Kristen Mulholland	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).
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 EVP Kristen Mulholland report in this Form 4 for JNJ?

Kristen Mulholland reported equity compensation activity, including new grants of stock options and restricted share units and the vesting of earlier RSUs and performance share units, which converted into Johnson & Johnson common stock with some shares withheld to cover associated tax liabilities.

Were Kristen Mulholland’s Johnson & Johnson share transactions open-market buys or sells?

The filing shows no open-market buys or sells. Shares were acquired mainly through vesting and conversion of restricted and performance share units, while dispositions with code F reflect shares withheld by Johnson & Johnson to pay exercise price or tax liabilities, not discretionary market sales.

What new equity awards did Kristen Mulholland receive from Johnson & Johnson in this filing?

She received a grant of 20,322 employee stock options and a grant of 1,459 restricted share units. Both awards were issued under Johnson & Johnson’s Long-Term Incentive Plan and carry a stated transaction price of $0.0000 per unit in the Form 4 data.

How were restricted share units and performance share units treated in Kristen Mulholland’s JNJ Form 4?

Previously granted restricted share units and performance share units converted into Johnson & Johnson common stock upon vesting. Footnotes explain that each unit represents a contingent right to receive one share of common stock, which is delivered as the awards vest over multi-year schedules.

Why did Kristen Mulholland dispose of some Johnson & Johnson shares in this report?

Dispositions are coded F, meaning shares were withheld to pay exercise price or tax liabilities on vesting awards. Johnson & Johnson retained these shares to satisfy obligations, so the transactions represent tax-withholding events rather than voluntary open-market sales by Kristen Mulholland.

Under which plan were Kristen Mulholland’s Johnson & Johnson awards granted and how do they vest?

Awards were granted under Johnson & Johnson’s Long-Term Incentive Plan. Footnotes state that restricted share units and stock options typically vest in three equal annual installments beginning on the first anniversary of the grant date, then convert into common stock on a one-for-one basis upon vesting.