Johnson & Johnson (JNJ) legal chief reports new awards and tax share moves

Rhea-AI Filing Summary

Johnson & Johnson EVP and Chief Legal Officer Elizabeth Forminard reported multiple equity compensation moves. On February 15, she received 27,076 employee stock options and 1,944 restricted share units at a stated price of $0.0000 per unit. Around the same time, previously granted RSUs and performance share units vested and converted into common stock, while several hundred shares were withheld at about $243–$245 per share to cover tax obligations.

Insider Trade Summary

16,381 shares exercised/converted

Mixed 14 txns

Insider Forminard Elizabeth

Role EVP, Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	961	$0.00	--
Exercise	Restricted Share Units	1,063	$0.00	--
Grant/Award	Employee Stock Options (Right to Buy)	27,076	$0.00	--
Grant/Award	Restricted Share Units	1,944	$0.00	--
Exercise	Common Stock	961	$0.00	--
Tax Withholding	Common Stock	492	$243.45	$120K
Exercise	Common Stock	1,063	$0.00	--
Tax Withholding	Common Stock	544	$243.45	$132K
Exercise	Restricted Share Units	651	$0.00	--
Exercise	Performance Share Units	13,706	$0.00	--
Exercise	Common Stock	651	$0.00	--
Tax Withholding	Common Stock	314	$244.55	$77K
Exercise	Common Stock	13,706	$0.00	--
Tax Withholding	Common Stock	7,011	$244.55	$1.71M

Holdings After Transaction: Restricted Share Units — 961 shares (Direct); Employee Stock Options (Right to Buy) — 27,076 shares (Direct); Common Stock — 23,541 shares (Direct); Performance Share Units — 0 shares (Direct)

Footnotes (1)

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. Shares withheld for payment of taxes upon vesting of RSUs. 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. Shares withheld for payment of taxes upon vesting of PSUs. 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. 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. Each RSU represents a contingent right to receive one share of Company Common Stock. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Forminard Elizabeth

(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 Legal Officer

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		651	A	$0(1)	16,199	D
Common Stock	02/13/2026		F		314(2)	D	$244.55	15,885	D
Common Stock	02/13/2026		M		13,706	A	$0(3)	29,591	D
Common Stock	02/13/2026		F		7,011(4)	D	$244.55	22,580	D
Common Stock	02/15/2026		M		961	A	$0(5)	23,541	D
Common Stock	02/15/2026		F		492(2)	D	$243.45	23,049	D
Common Stock	02/15/2026		M		1,063	A	$0(6)	24,112	D
Common Stock	02/15/2026		F		544(2)	D	$243.45	23,568	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			651	(1)	(1)	Common Stock	651	$0	0	D
Performance Share Units	(3)	02/13/2026		M			13,706	02/13/2026	(3)	Common Stock	13,706	$0	0	D
Restricted Share Units	(5)	02/15/2026		M			961	(5)	(5)	Common Stock	961	$0	961(7)	D
Restricted Share Units	(6)	02/15/2026		M			1,063	(6)	(6)	Common Stock	1,063	$0	2,126(7)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		27,076		(8)	02/15/2036	Common Stock	27,076	$0	27,076	D
Restricted Share Units	(9)	02/15/2026		A		1,944		(9)	(9)	Common Stock	1,944	$0	1,944(7)	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. 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.

6. 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.

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

8. 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.

9. 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 Elizabeth Forminard	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.
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FAQ

What insider transactions did JNJ EVP Elizabeth Forminard report on this Form 4?

Elizabeth Forminard reported equity awards and related share movements. She received 27,076 employee stock options and 1,944 restricted share units, plus common shares from vesting RSUs and performance share units, with a portion of stock withheld to satisfy tax obligations.

How many Johnson & Johnson stock options did Elizabeth Forminard receive?

She received an award of 27,076 employee stock options. The filing states these options were granted under Johnson & Johnson’s Long-Term Incentive Plan and vest in three equal annual installments beginning on the first anniversary of the grant date.

What restricted share unit (RSU) activity did JNJ disclose for Elizabeth Forminard?

The filing shows several RSU-related events. She received 1,944 new RSUs and multiple earlier RSU awards vested, converting into common stock. Each RSU represents a contingent right to receive one Johnson & Johnson common share upon vesting, under the company’s Long-Term Incentive Plan.

Were any Johnson & Johnson shares sold by Elizabeth Forminard in this Form 4?

Shares were disposed of only for tax withholding. Several transactions coded “F” show hundreds of common shares delivered at about $243–$245 per share to pay taxes due upon vesting of RSUs and performance share units, rather than open-market sales.

What is the nature of Elizabeth Forminard’s ownership in these JNJ securities?

The transactions are reported as direct ownership. The Form 4 lists ownership type and code as direct for all derivative and non-derivative holdings, with awards and conversions occurring under Johnson & Johnson’s Long-Term Incentive Plan, without indicating indirect entities or shared voting authority.

How did performance share units (PSUs) affect Elizabeth Forminard’s JNJ common stock holdings?

Previously granted performance share units converted into common stock upon vesting. One transaction shows 13,706 PSUs converting into the same number of common shares, followed by share dispositions coded “F” to cover tax liabilities associated with that vesting event.