Johnson & Johnson CFO Exercises Options and Sells 16,820 Shares on 08/15/2025

Rhea-AI Filing Summary

Joseph J. Wolk, Executive Vice President and Chief Financial Officer of Johnson & Johnson (JNJ), reported transactions dated 08/15/2025. He exercised 16,820 employee stock options at an exercise price of $101.87 and simultaneously sold 16,820 common shares at a weighted-average sale price of $176.9067 (trades ranged $176.87–$177.015). After these transactions his direct beneficial ownership is reported as 14,000 shares. He also holds 68,835 shares indirectly via a spousal lifetime access trust (SLAT) and 2,145 shares indirectly through the Johnson & Johnson 401(k) stock fund. The form was signed by an attorney-in-fact on 08/18/2025.

Positive

• Timely disclosure of option exercise and sale under Section 16 with a signed filing
• Detailed pricing disclosure including weighted-average sale price and range ($176.87–$177.015)
• Clear identification of indirect holdings via SLAT and the 401(k) plan

Negative

• Reduction in direct holdings to 14,000 shares following the transactions
• Large insider sale of 16,820 shares on a single day (08/15/2025) which may reduce insider-held liquid shares

Insights

Securities Analyst

TL;DR: Routine option exercise and concurrent sale; results in modest net direct holdings and unchanged indirect holdings.

The filing documents a common pattern: exercise of vested employee options followed by an immediate sale of the same number of shares. The exercise price is $101.87 and the weighted-average sale price was $176.9067, indicating a realized gross spread per share of $75.0367 based on reported numbers. Direct beneficial ownership after the transactions is 14,000 shares, with substantial indirect holdings retained via SLAT (68,835) and the 401(k) fund (2,145). No new derivative holdings remain following the reported exercise. This is a disclosure of insider liquidity activity rather than an operational or governance event.

Corporate Governance Expert

TL;DR: Proper Section 16 reporting of option exercise and sale; filing appears complete and signed via attorney-in-fact.

The Form 4 shows timely reporting of an exercise and sale executed on 08/15/2025 and filed with a signature dated 08/18/2025. Indirect holdings are clearly identified, including a spousal lifetime access trust and 401(k) plan shares, which helps clarify potential conflicts and control lines. The explanation discloses the price range for the sales and the filing states availability of detailed trade-level information upon request, supporting transparency. This filing is a routine insider disclosure with no governance actions reported.

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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hours per response:			0.5

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^*

Wolk Joseph 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)
	Exec VP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Common Stock	08/15/2025		M		16,820	A	$101.87	30,820	D
Common Stock	08/15/2025		S		16,820	D	$176.9067(1)	14,000	D
Common Stock								68,835	I	By SLAT(2)
Common Stock								2,145(3)	I	By 401k

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
Employee Stock Options (Right to Buy)	$101.87	08/15/2025		M			16,820	02/09/2019(4)	02/08/2026	Common Stock	16,820	$101.87	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $176.87 to $177.015. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. Held in a spousal lifetime access trust, of which the reporting person's spouse is the trustee and beneficiary.

3. Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (7/31/2025).

4. Vested and exercisable one day after the third anniversary of the date of the grant.

Remarks:

	/s/ Laura H. McFalls, as attorney-in-fact for Joseph J. Wolk	08/18/2025
	** 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 transactions did Joseph J. Wolk report on Form 4 for JNJ?

On 08/15/2025 he exercised 16,820 employee stock options at $101.87 per share and sold 16,820 common shares at a weighted-average price of $176.9067.

How many JNJ shares does Joseph J. Wolk beneficially own after the reported transactions?

The filing reports 14,000 shares beneficially owned directly and indirect holdings of 68,835 (SLAT) plus 2,145 (401k).

What was the price range for the shares sold by Wolk?

Sales were executed at prices ranging from $176.87 to $177.015, with a reported weighted-average sale price of $176.9067.

Were the options exercised by Wolk vested and exercisable?

Yes. The derivative table states the options underlying the 16,820 shares were exercisable and list the original exercisable date range ending 02/08/2026, with a note that they vested after the third anniversary of the grant date.

Who signed the Form 4 filing and when?

The form was signed by Laura H. McFalls, as attorney-in-fact for Joseph J. Wolk, on 08/18/2025.