Johnson & Johnson (JNJ) CFO receives 37,463 performance share units award

Rhea-AI Filing Summary

Johnson & Johnson executive Joseph J. Wolk, Exec VP and CFO, was granted 37,463 Performance Share Units on February 9, 2026. These PSUs were awarded under the company’s Long-Term Incentive Plan tied to a grant originally made on February 13, 2023.

The PSUs convert into shares of common stock upon vesting. The 37,463 units reflect the target award adjusted based on achievement of performance conditions in the award agreement, which were certified on February 9, 2026. Following this transaction, Wolk directly holds 37,463 derivative securities.

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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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)
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		37,463		02/13/2026	(1)	Common Stock	37,463	$0	37,463(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 Joseph J. Wolk	02/11/2026
	** 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 insider transaction did Johnson & Johnson (JNJ) report for Joseph J. Wolk?

Johnson & Johnson reported that Exec VP and CFO Joseph J. Wolk acquired 37,463 Performance Share Units. These units were granted on February 9, 2026 under the company’s Long-Term Incentive Plan and convert into common stock upon vesting, reflecting performance-based adjustments.

How many Performance Share Units did JNJ’s CFO receive in this Form 4?

The CFO received 37,463 Performance Share Units in this transaction. This number reflects the target PSUs originally granted on February 13, 2023, adjusted based on performance conditions that were certified on February 9, 2026 under the long-term incentive plan.

When were the underlying Johnson & Johnson PSUs originally granted to the CFO?

The underlying Performance Share Units were originally granted on February 13, 2023. The Form 4 notes that the current 37,463 units represent the adjusted target amount, updated after assessing performance against conditions in the award agreement, certified on February 9, 2026.

What triggers conversion of the Johnson & Johnson PSUs into common stock?

The Performance Share Units convert into shares of Johnson & Johnson common stock upon vesting. According to the filing, these PSUs are part of the company’s Long-Term Incentive Plan, with final amounts tied to performance conditions set in the award agreement.

What is Joseph J. Wolk’s beneficial ownership after this JNJ Form 4 transaction?

After this transaction, Joseph J. Wolk beneficially owns 37,463 derivative securities in the form of Performance Share Units. The filing shows this entire amount as held directly, arising from the adjusted PSU award recorded on February 9, 2026 under the long-term incentive plan.

Was the JNJ CFO’s PSU transaction a purchase or an award?

The transaction is reported as an award, not an open-market purchase. It is coded as a grant or other acquisition of 37,463 Performance Share Units under Johnson & Johnson’s Long-Term Incentive Plan, with a reported price per unit of $0.00 in the Form 4.