Johnson & Johnson (JNJ) EVP receives 13,706 performance share units in equity award

Rhea-AI Filing Summary

Johnson & Johnson executive Kathryn E. Wengel reported an equity award tied to company performance. On February 9, 2026, she acquired 13,706 Performance Share Units at a price of $0 under Johnson & Johnson’s long-term incentive plan.

The PSUs were originally granted on February 13, 2023 and convert into shares of common stock when they vest. The 13,706 units represent the target grant amount adjusted based on achievement of the performance conditions specified in the award agreement, as certified on February 9, 2026. Following this transaction, she directly holds 13,706 derivative securities in the form of PSUs.

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
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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^*

Wengel Kathryn E

(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 TO and Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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
Performance Share Units	(1)	02/09/2026		A		13,706		02/13/2026	(1)	Common Stock	13,706	$0	13,706(2)	D

Explanation of Responses:

1. 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.

2. The number of PSUs reflects the target number of PSUs originally granted on February 13, 2023, adjusted to reflect achievement relative to the performance conditions set forth in the award agreement, as certified on February 9, 2026.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for Kathryn E. Wengel	02/11/2026
	** 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 insider transaction did Johnson & Johnson (JNJ) report for Kathryn E. Wengel?

Johnson & Johnson reported that EVP and Chief TO and Risk Officer Kathryn E. Wengel acquired 13,706 Performance Share Units. These units are part of the company’s long-term incentive plan and convert into common stock when vesting conditions based on performance are satisfied.

How many Performance Share Units were granted to the Johnson & Johnson (JNJ) executive?

The executive received 13,706 Performance Share Units. This figure reflects the target number from the February 13, 2023 grant, adjusted based on certified performance outcomes under the award agreement as of February 9, 2026.

What are Performance Share Units in the Johnson & Johnson (JNJ) Form 4 filing?

Performance Share Units are equity awards that convert into shares of Johnson & Johnson common stock upon vesting. For Kathryn E. Wengel, 13,706 PSUs were tied to long-term performance conditions under the company’s incentive plan and adjusted after performance certification.

When were the Johnson & Johnson (JNJ) Performance Share Units originally granted?

The Performance Share Units were originally granted on February 13, 2023. The final number of 13,706 PSUs reported reflects adjustments based on achievement of specific performance conditions that were certified on February 9, 2026.

How is the number of Johnson & Johnson (JNJ) PSUs for Wengel determined?

The 13,706 PSUs for Kathryn E. Wengel represent the target award under the long-term incentive plan, adjusted for actual performance. The adjustment follows the performance conditions outlined in the award agreement and was certified on February 9, 2026.

Does the Johnson & Johnson (JNJ) executive directly own the reported Performance Share Units?

Yes, the filing shows the 13,706 Performance Share Units as directly owned. The ownership code is reported as “D” for direct, indicating the units are held in her name rather than through an indirect entity or trust.