Johnson & Johnson (NYSE: JNJ) CEO receives 73,054 performance share units

Rhea-AI Filing Summary

Johnson & Johnson CEO and Chairman Joaquin Duato reported receiving an equity award tied to company performance. On February 9, 2026, he acquired 73,054 Performance Share Units (PSUs) at a price of $0 per unit. These PSUs were originally granted on February 13, 2023 under the long-term incentive plan and convert into an equal number of Johnson & Johnson common shares upon vesting, based on performance conditions that were certified on February 9, 2026.

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^*

Duato Joaquin

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman of the Board

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		73,054		02/13/2026	(1)	Common Stock	73,054	$0	73,054(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 Joaquin Duato	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 CEO Joaquin Duato report on this Form 4?

Joaquin Duato reported acquiring 73,054 Performance Share Units on February 9, 2026. These units are part of Johnson & Johnson’s long-term incentive plan and convert into common stock after vesting, based on previously established performance conditions.

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

The CEO received 73,054 Performance Share Units in this transaction. This figure reflects the target award from February 13, 2023, adjusted for the certified achievement of performance conditions set out in the original award agreement.

What are Performance Share Units in the Johnson & Johnson (JNJ) CEO’s award?

Performance Share Units are stock-based awards that convert into common shares if performance goals are met. For JNJ, the 73,054 PSUs granted to the CEO will turn into the same number of common shares upon vesting, subject to certified performance results.

When were the performance conditions for the JNJ CEO’s 73,054 PSUs certified?

The performance conditions for the CEO’s PSU award were certified on February 9, 2026. That certification determined the final number of units, based on the original February 13, 2023 grant and the performance metrics in the award agreement.

Is the JNJ CEO’s Form 4 transaction a purchase or a compensation award?

The transaction is a compensation award, not an open-market purchase. It reflects a grant or other acquisition of 73,054 Performance Share Units under Johnson & Johnson’s long-term incentive plan, with a reported price of $0 per unit.

Will the 73,054 Performance Share Units for JNJ’s CEO convert into common stock?

Yes, the 73,054 Performance Share Units will convert into Johnson & Johnson common stock when they vest. The conversion rate is one share per unit, contingent on meeting the performance conditions defined in the original 2023 award.