[Form 4] Johnson & Johnson Insider Trading Activity

Rhea-AI Filing Summary

Marillyn A. Hewson, a director of Johnson & Johnson (JNJ), acquired 280.788 Deferred Share Units (DSUs) on 09/09/2025 under the company's Amended and Restated Deferred Fee Plan for Directors. The DSUs were recorded at a per-unit value of $178.07 and will be settled in cash upon termination of the reporter's directorship. The reported DSUs include accrued dividend equivalent rights tied to the issuer's quarterly dividend. Following the transaction the reporting person’s total DSU exposure is shown as 13,816.8727 units.

Positive

• Acquisition of 280.788 DSUs demonstrates continued participation in the issuer's director compensation plan
• DSUs include dividend equivalents, preserving economic parity with shareholders without immediate share issuance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation deferral; cash-settled DSUs align pay timing with long-term service and reduce share dilution.

The filing documents a standard deferral election under the issuer’s director deferred fee plan. Acquisition of 280.788 DSUs on 09/09/2025 is a non-market transaction coded as an acquisition for deferral of cash retainer. Because DSUs are cash-settled on termination and include dividend equivalents, this conserves outstanding common stock while preserving economic alignment with shareholder returns.

Compensation Analyst

TL;DR: Director converted cash retainer into DSUs valued at $178.07 each; transaction is compensatory rather than open-market trading.

The record shows 280.788 DSUs were acquired at a reported per-unit value of $178.07 and will be paid in cash upon cessation of directorship. Inclusion of dividend equivalents increases the effective economic value of the DSUs. This is a routine, administratively driven transaction and does not represent an equity purchase or sale in the open market.

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^*

HEWSON MARILLYN 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)
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		280.788		(1)	(1)	Common Stock	280.788	$178.07	13,816.8727(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/ Laura H. McFalls, as attorney-in-fact for Marillyn A. Hewson	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 transaction did Marillyn A. Hewson report on Form 4 for JNJ?

The report shows acquisition of 280.788 Deferred Share Units (DSUs) on 09/09/2025 under the company’s deferred fee plan.

What is the reported value per DSU on this Form 4?

The DSUs are reported with a per-unit value of $178.07.

How will the DSUs be settled according to the filing?

The DSUs are cash-settled upon termination of the reporting person’s directorship; each DSU represents the fair market value of one share at settlement.

Does the reported DSU amount include dividend equivalents?

Yes. The filing states the total includes dividend equivalent rights accrued on the DSUs tied to the issuer’s quarterly dividend.

What is the reporter’s total DSU holding following the transaction?

The Form 4 lists 13,816.8727 (units/shares equivalent) as the amount beneficially owned following the reported transaction.