JNJ EVP exercises RSUs, shares withheld for tax

JOHNSON & JOHNSON EVP John C. Reed reported routine equity compensation activity involving restricted share units (RSUs) and tax withholding.

Rhea-AI Filing Summary

JOHNSON & JOHNSON EVP John C. Reed reported routine equity compensation activity involving restricted share units (RSUs) and tax withholding. On May 1, 2026, RSUs covering 25,255 shares of Common Stock vested and were exercised into shares.

To cover taxes due at vesting, 11,002 shares of Common Stock were withheld at a reference price of $229.85 per share. After these transactions, Reed directly owned 24,911 shares of Johnson & Johnson Common Stock. This reflects RSU vesting and related tax withholding, not an open-market purchase or sale.

Insider Trade Summary

25,255 shares exercised/converted

Exercise 3 txns

Insider REED JOHN C

Role EVP, Innovative Medicine, R&D

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	25,255	$0.00	$0.00
Exercise	Common Stock	25,255	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	11,002	$229.85	$2.53M

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Stock — 24,911 shares (Direct)

Footnotes (2)

1. F1. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on May 1, 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. F2. Shares withheld for payment of taxes upon vesting of RSUs.

Key Figures

RSUs vested and exercised: 25,255 shares Shares withheld for taxes: 11,002 shares Tax withholding reference price: $229.85 per share +1 more

4 metrics

RSUs vested and exercised 25,255 shares Restricted Share Units converting into Common Stock on May 1, 2026

Shares withheld for taxes 11,002 shares Tax-withholding disposition at RSU vesting

Tax withholding reference price $229.85 per share Price used for shares withheld for tax obligations

Shares owned after transactions 24,911 shares Direct holdings of Common Stock following Form 4 transactions

Key Terms

Restricted Share Units, Long-Term Incentive Plan, tax-withholding disposition

3 terms

Restricted Share Units financial

"The Restricted Share Units (RSUs) awarded on May 1, 2023 vest in three annual equal installments"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Long-Term Incentive Plan financial

"Awarded under Issuer's Long-Term Incentive Plan."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

tax-withholding disposition financial

"Shares withheld for payment of taxes upon vesting of RSUs."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did JNJ executive John C. Reed report in this Form 4 filing?

John C. Reed reported RSU vesting and related share movements. 25,255 restricted share units converted into Johnson & Johnson Common Stock, with a portion of the resulting shares withheld to pay taxes, reflecting routine compensation events rather than open-market trading.

How many Johnson & Johnson (JNJ) RSUs vested for John C. Reed?

RSUs covering 25,255 shares of Johnson & Johnson Common Stock vested for John C. Reed. These units were originally awarded under the company’s Long-Term Incentive Plan and converted into shares when vesting conditions were satisfied on May 1, 2026.

How many JNJ shares were withheld for taxes in this Form 4?

A total of 11,002 Johnson & Johnson Common Stock shares were withheld to pay taxes due at RSU vesting. The withholding was recorded at a reference price of $229.85 per share, reflecting a standard tax-settlement mechanism rather than an open-market sale.

How many Johnson & Johnson shares does John C. Reed own after these transactions?

Following the RSU vesting and tax withholding transactions, John C. Reed directly owns 24,911 shares of Johnson & Johnson Common Stock. This post-transaction holding reflects his remaining equity position from this filing, after settling tax obligations in shares.

Were there any open-market buys or sells by John C. Reed in this JNJ Form 4?

No open-market purchases or sales were reported. The filing shows RSU vesting, an associated derivative exercise, and a tax-withholding disposition of 11,002 shares, all tied to compensation and tax obligations rather than discretionary market trading activity.

What plan governed the RSUs reported for John C. Reed at Johnson & Johnson (JNJ)?

The restricted share units were awarded under Johnson & Johnson’s Long-Term Incentive Plan. Footnotes explain that RSUs granted on May 1, 2023 vest in three equal annual installments and convert into shares of Common Stock when each installment vests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 04:58 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^*

REED JOHN C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Innovative Medicine, R&D

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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
Common Stock	05/01/2026		M		25,255(1)	A	$0	35,913	D
Common Stock	05/01/2026		F		11,002(2)	D	$229.85	24,911	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)	05/01/2026		M			25,255	(1)	(1)	Common Stock	25,255	$0	0	D

Explanation of Responses:

1. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on May 1, 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.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for John C. Reed	05/04/2026
	** 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)