Johnson & Johnson (JNJ) VP granted 2,741 performance share units in equity award

Rhea-AI Filing Summary

Johnson & Johnson executive equity award: Vice President and Corporate Controller Robert J. Decker acquired 2,741 Performance Share Units (PSUs) on February 9, 2026 as a grant under the company’s long-term incentive plan. These PSUs were originally granted on February 13, 2023 and convert into shares of common stock upon vesting, with the final number reflecting certified achievement of performance conditions.

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^*

Decker Robert J

(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)
	VP Corporate Controller

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		2,741		02/13/2026	(1)	Common Stock	2,741	$0	2,741(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 Robert J. Decker	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 Robert J. Decker?

Johnson & Johnson reported that VP Corporate Controller Robert J. Decker received a grant of 2,741 Performance Share Units. The award is part of the company’s long-term incentive plan and represents equity-based compensation rather than an open-market stock purchase or sale.

When were the Johnson & Johnson (JNJ) Performance Share Units for Robert J. Decker certified?

The Performance Share Units for Robert J. Decker were certified on February 9, 2026. This certification reflected achievement relative to the performance conditions specified in the original February 13, 2023 award agreement, determining the final target number of PSUs credited to him.

How many Johnson & Johnson (JNJ) Performance Share Units does Robert J. Decker hold after this transaction?

After this transaction, Robert J. Decker beneficially owns 2,741 Performance Share Units. These units represent a right to receive an equivalent number of Johnson & Johnson common shares upon vesting, subject to the terms and conditions of the long-term incentive plan.

What are Performance Share Units in the context of Johnson & Johnson (JNJ) compensation?

Performance Share Units are equity awards that convert into shares of Johnson & Johnson common stock upon vesting. The final number of shares depends on achievement of performance conditions set in the award agreement, aligning executive compensation with the company’s long-term performance goals.

Is the Johnson & Johnson (JNJ) Form 4 for Robert J. Decker a buy or sell transaction?

The Form 4 for Robert J. Decker reports an acquisition of 2,741 Performance Share Units as a grant or award. It is classified as a compensation-related equity award, not an open-market stock purchase or sale, and carries a reported price per unit of $0.00.

What role does Robert J. Decker hold at Johnson & Johnson (JNJ) in this Form 4 filing?

In this Form 4 filing, Robert J. Decker is identified as an officer of Johnson & Johnson, serving as Vice President Corporate Controller. The reported transaction relates to his compensation, specifically a grant of Performance Share Units under the long-term incentive plan.