Johnson & Johnson (NYSE: JNJ) director receives cash-settled deferred share units

Rhea-AI Filing Summary

Johnson & Johnson director Eugene A. Woods received a grant of deferred share units as part of his board compensation. On this date, he acquired 154.869 Deferred Share Units (DSUs), each valued at 242.1400 per unit, bringing his total DSU balance to 5,240.094 units.

The DSUs represent deferred cash retainer fees under the company’s Amended and Restated Deferred Fee Plan for Directors and are to be settled in cash when his directorship ends. Each DSU tracks the fair market value of one share of Johnson & Johnson common stock, and the balance includes dividend equivalent rights credited on outstanding DSUs.

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

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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^*

Woods Eugene A.

(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)
03/10/2026

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

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)	03/10/2026		A		154.869		(1)	(1)	Common Stock	154.869	$242.14	5,240.094(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	03/12/2026
	** 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 (JNJ) director Eugene A. Woods report on this Form 4?

Eugene A. Woods reported receiving 154.869 Deferred Share Units as compensation. These units were granted in lieu of cash director fees and increased his total DSU holdings to 5,240.094 units tied to Johnson & Johnson’s common stock value.

Are Eugene A. Woods’ deferred share units in JNJ an open-market purchase or sale?

The reported transaction is not an open-market trade. It is a grant of 154.869 Deferred Share Units as part of director compensation, awarded under Johnson & Johnson’s deferred fee plan rather than through buying or selling shares in the market.

How are the Johnson & Johnson deferred share units held by Eugene A. Woods settled?

The deferred share units are settled in cash upon termination of his directorship. Each DSU represents the fair market value of one Johnson & Johnson common share on the business day before the settlement date, according to the plan’s terms.

What is the value basis for the 154.869 deferred share units granted to the JNJ director?

Each of the 154.869 deferred share units was valued at 242.1400 per unit for this grant. The units mirror the fair market value of Johnson & Johnson common stock and are part of a cash-settled director fee deferral arrangement.

Do Eugene A. Woods’ deferred share units at JNJ include dividend equivalents?

Yes. His deferred share units include dividend equivalent rights. These equivalents accrue based on Johnson & Johnson’s quarterly dividend and are added to the deferred share units he already holds, increasing the total DSU balance over time.

How many total deferred share units does the JNJ director hold after this grant?

After receiving 154.869 new deferred share units, Eugene A. Woods holds a total of 5,240.094 units. This total reflects both the newly granted units and prior balances, including any credited dividend equivalent rights on those units.