Johnson & Johnson Director Reports 210.591 Deferred Share Units

Rhea-AI Filing Summary

Johnson & Johnson director Eugene A. Woods reported an acquisition of 210.591 Deferred Share Units (DSUs) on 09/09/2025. The filing lists an acquisition price of $178.07 per unit and shows the reporting person beneficially owned 4,841.3962 DSUs following the transaction. The DSUs were granted under the issuer's Amended and Restated Deferred Fee Plan for Directors and were received in deferral of a cash retainer. The DSUs are payable in cash upon termination of the director's service and each DSU represents the fair market value of one share at settlement. The filing was signed by an attorney-in-fact on behalf of Mr. Woods on 09/11/2025.

Positive

• Acquisition disclosed: The filing clearly reports the acquisition of 210.591 Deferred Share Units on 09/09/2025.
• Plan transparency: DSUs were granted under the issuer's Amended and Restated Deferred Fee Plan for Directors and include dividend equivalents.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director deferral; small issuance of DSUs recorded with specified per-unit value.

The Form 4 documents a typical director compensation deferral where Eugene A. Woods acquired 210.591 DSUs at a recorded per-unit price of $178.07 on 09/09/2025, bringing his total DSU holdings to 4,841.3962. The DSUs are cash-settled upon termination and include dividend equivalents. This disclosure is procedural and does not indicate an open-market purchase or sale of common stock; it records an administrative grant under the company’s deferred fee plan.

Corporate Governance Expert

TL;DR: Standard director compensation disclosure; materiality is low for investors.

The submission clarifies the nature of the award: deferred share units earned in lieu of a cash retainer under the board’s deferred fee plan, with settlement in cash and dividend equivalent accruals noted. The filing provides transparency about the form of remuneration and the current DSU balance but does not reflect equity dilution or an equity transaction affecting outstanding common shares.

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)
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		210.591		(1)	(1)	Common Stock	210.591	$178.07	4,841.3962(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 Eugene A. Woods	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 Eugene A. Woods report on the JNJ Form 4 dated 09/09/2025?

He reported the acquisition of 210.591 Deferred Share Units (DSUs) under the issuer’s deferred fee plan.

How many DSUs did Mr. Woods own after the reported transaction?

The filing lists 4,841.3962 DSUs beneficially owned following the transaction.

What is the reported price per DSU on the Form 4 for JNJ?

The Form 4 reports a price of $178.07 per Deferred Share Unit.

When will the DSUs be settled for Eugene A. Woods according to the filing?

The DSUs are to be settled in cash upon termination of the reporting person’s directorship.

Do the DSUs include dividend equivalents?

Yes. The filing states the total includes dividend equivalent rights accrued to DSUs held by the reporting person.