Johnson & Johnson (NYSE: JNJ) EVP exercises and withholds shares

Rhea-AI Filing Summary

Johnson & Johnson EVP and Chief TO and Risk Officer Kathryn E. Wengel reported an automatic exercise of employee stock options and related share withholding. On February 6, 2026, she exercised 38,945 employee stock options at $101.87 per share, receiving the same number of common shares.

To cover the option exercise price and taxes, 27,270 common shares were withheld at a value of $239.99 per share. After these transactions, she directly held 105,955.8735 Johnson & Johnson common shares, plus 281 shares held indirectly through an ESOP and 86 shares through a 401(k), both as of the plan reporting date.

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

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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)
02/06/2026

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	02/06/2026		M		38,945(1)	A	$101.87	133,225.8735	D
Common Stock	02/06/2026		F		27,270(2)	D	$239.99	105,955.8735	D
Common Stock								281(3)	I	By ESOP
Common Stock								86(4)	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	02/06/2026		M			38,945	02/09/2019	02/08/2026(1)	Common Stock	38,945	$101.87	0	D

Explanation of Responses:

1. Reflects the auto-exercise of options immediately prior to their expiration.

2. Shares withheld for payment of the exercise price and taxes in connection with the exercise of the options reported on this Form 4.

3. Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2026).

4. 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 (1/31/2026).

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for Kathryn E. Wengel	02/09/2026
	** 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).
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FAQ

What insider transaction did JNJ executive Kathryn Wengel report on this Form 4?

Kathryn E. Wengel reported an automatic exercise of 38,945 employee stock options at $101.87 per share. The exercise converted these options into an equal number of Johnson & Johnson common shares immediately before the options’ expiration, as noted in the filing’s explanatory footnote.

How many Johnson & Johnson shares does Kathryn Wengel hold after the reported Form 4 transactions?

After the transactions, Kathryn Wengel directly owns 105,955.8735 Johnson & Johnson common shares. She also has 281 shares held indirectly through an ESOP and 86 shares through a 401(k), based on the plans’ most recent reporting date of January 31, 2026.

What does the share withholding transaction on the JNJ Form 4 represent?

The withholding of 27,270 Johnson & Johnson shares at $239.99 per share covers the option exercise price and related taxes. Instead of paying cash, part of the newly acquired shares from the option exercise were retained by the company for these obligations.

What is the role of Kathryn Wengel at Johnson & Johnson mentioned in this filing?

The filing identifies Kathryn E. Wengel as an officer of Johnson & Johnson, serving as Executive Vice President, Chief TO and Risk Officer. Her status as an executive officer requires reporting changes in her beneficial ownership of company securities on Form 4 under Section 16 rules.

How are ESOP and 401(k) holdings reported for JNJ insider Kathryn Wengel?

The filing shows 281 Johnson & Johnson shares held indirectly through an ESOP and 86 shares through a 401(k). These balances reflect the Johnson & Johnson Savings Plan’s most recent reporting date, January 31, 2026, and include shares from dividend reinvestment in the stock fund.

Did Kathryn Wengel retain any employee stock options after this Johnson & Johnson Form 4?

No employee stock options remain after this transaction. The filing shows 38,945 options automatically exercised immediately before expiration, leaving zero derivative securities beneficially owned following the reported transactions, with all remaining equity exposure held as common stock positions.