Executive Swanson sells 62,080 Johnson & Johnson (JNJ) shares

Rhea-AI Filing Summary

Johnson & Johnson executive James D. Swanson reported a series of equity compensation transactions and related share sales. On February 13–17, 2026, he exercised employee stock options, restricted share units (RSUs), and performance share units (PSUs) into Johnson & Johnson common stock, with prices on certain option exercises around $162.75–$165.89 per share.

Swanson then conducted open-market sales totaling 62,080 shares of common stock at weighted average prices around $242.70–$243.76, while additional shares were withheld to cover tax obligations upon RSU and PSU vesting. Following these transactions, he directly owned 25,698.131 shares of Johnson & Johnson common stock.

Separately, on February 15, 2026, he received new equity awards under the company’s Long-Term Incentive Plan, including 19,449 employee stock options and 1,397 RSUs, which vest in three equal annual installments and convert into common stock on a one-for-one basis upon vesting.

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
Estimated average burden
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^*

Swanson James D.

(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, CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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
Common Stock	02/13/2026		M		447	A	$0(1)	19,298.131	D
Common Stock	02/13/2026		F		143(2)	D	$244.55	19,155.131	D
Common Stock	02/13/2026		M		9,412	A	$0(3)	28,567.131	D
Common Stock	02/13/2026		F		3,547(4)	D	$244.55	25,020.131	D
Common Stock	02/13/2026		M		19,368	A	$165.89	44,388.131	D
Common Stock	02/13/2026		S		19,368	D	$243.76(5)	25,020.131	D
Common Stock	02/13/2026		M		22,191	A	$162.75	47,211.131	D
Common Stock	02/13/2026		S		22,191	D	$243.71(6)	25,020.131	D
Common Stock	02/15/2026		M		492	A	$0(7)	25,512.131	D
Common Stock	02/15/2026		F		214(2)	D	$243.45	25,298.131	D
Common Stock	02/15/2026		M		709	A	$0(8)	26,007.131	D
Common Stock	02/15/2026		F		309(2)	D	$243.45	25,698.131	D
Common Stock	02/17/2026		M		20,521	A	$164.62	46,219.131	D
Common Stock	02/17/2026		S		20,521	D	$242.7(9)	25,698.131	D

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
Restricted Share Units	(1)	02/13/2026		M			447	(1)	(1)	Common Stock	447	$0	0	D
Performance Share Units	(3)	02/13/2026		M			9,412	02/13/2026	(3)	Common Stock	9,412	$0	0	D
Employee Stock Options (Right to Buy)	$165.89	02/13/2026		M			19,368	02/14/2025(10)	02/14/2032	Common Stock	19,368	$0	0	D
Employee Stock Options (Right to Buy)	$162.75	02/13/2026		M			22,191	(11)	02/13/2033	Common Stock	22,191	$0	0	D
Restricted Share Units	(7)	02/15/2026		M			492	(7)	(7)	Common Stock	492	$0	491(12)	D
Restricted Share Units	(8)	02/15/2026		M			709	(8)	(8)	Common Stock	709	$0	1,418(12)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		19,449		(11)	02/15/2036	Common Stock	19,449	$0	19,449	D
Restricted Share Units	(13)	02/15/2026		A		1,397		(13)	(13)	Common Stock	1,397	$0	1,397(12)	D
Employee Stock Options (Right to Buy)	$164.62	02/17/2026		M			20,521	02/08/2024(10)	02/08/2031	Common Stock	20,521	$0	0	D

Explanation of Responses:

1. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 13, 2023 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting.

2. Shares withheld for payment of taxes upon vesting of RSUs.

3. 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.

4. Shares withheld for payment of taxes upon vesting of PSUs.

5. This transaction was executed in multiple trades at prices ranging from $243.74 to $243.85. 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.

6. This transaction was executed in multiple trades at prices ranging from $243.64 to $243.895. 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.

7. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2024 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSU convert into shares of Common Stock upon vesting.

8. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2025 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting on a one for one basis.

9. This transaction was executed in multiple trades at prices ranging from $242.69 to $242.85. 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.

10. Awarded under Issuer's Long-Term Incentive Plan. The Stock Option Award vested and was exercisable on the third anniversary of the grant date.

11. Awarded under Issuer's Long-Term Incentive Plan. The Stock Option Award vests in three equal annual installments beginning on the first anniversary of the grant date.

12. Each RSU represents a contingent right to receive one share of Company Common Stock.

13. Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2026 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting on a one for one basis.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for James Swanson	02/18/2026
	** 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 did Johnson & Johnson (JNJ) executive James D. Swanson report in this Form 4?

James D. Swanson reported exercising stock options, RSUs, and PSUs into Johnson & Johnson common stock, selling 62,080 shares in open-market trades, and receiving new stock option and RSU awards under the company’s Long-Term Incentive Plan with multi-year vesting schedules.

How many Johnson & Johnson (JNJ) shares did James D. Swanson sell?

James D. Swanson reported open-market sales totaling 62,080 Johnson & Johnson common shares. These sales occurred on multiple trades, with weighted average sale prices generally around the mid-$240s per share, following exercises and conversions of various equity compensation awards.

What equity awards did James D. Swanson receive from Johnson & Johnson (JNJ)?

Swanson received 19,449 employee stock options and 1,397 restricted share units on February 15, 2026. These awards were granted under Johnson & Johnson’s Long-Term Incentive Plan and vest in three equal annual installments, converting into common stock on a one-for-one basis when vested.

How many Johnson & Johnson (JNJ) shares does James D. Swanson own after these transactions?

After completing the reported exercises, vesting-related withholdings, and sales, James D. Swanson directly owned 25,698.131 Johnson & Johnson common shares. This figure reflects his updated direct ownership following all equity compensation conversions and related share movements disclosed in the Form 4.

Were any Johnson & Johnson (JNJ) shares withheld for taxes in Swanson’s Form 4?

Yes. The filing notes that certain Johnson & Johnson shares were withheld to satisfy tax obligations upon vesting of RSUs and PSUs. These tax-withholding dispositions used existing shares instead of cash to cover required tax payments tied to the equity awards.

What do the RSU and PSU transactions mean for James D. Swanson’s Johnson & Johnson (JNJ) holdings?

RSUs and PSUs converted into Johnson & Johnson common stock as they vested, increasing Swanson’s share count before subsequent tax withholdings and sales. These awards represent long-term incentive compensation that delivers stock over several years, aligning a portion of his pay with company performance.