Johnson & Johnson (NYSE: JNJ) EVP logs major option grants and stock sales

Rhea-AI Filing Summary

Timothy Schmid, EVP and Worldwide Chair, MedTech at Johnson & Johnson, reported a series of equity award exercises, sales, and new grants. He sold 22,623 shares of Common Stock in open-market transactions around $244 per share on February 18, 2026 after exercising employee stock options.

Earlier in February, Schmid acquired shares through the vesting and conversion of Restricted Share Units and Performance Share Units, with some shares withheld to cover taxes as noted in the Long-Term Incentive Plan footnotes. On February 15, 2026, he received new grants of 35,489 employee stock options and 2,548 Restricted Share Units.

Following these transactions, Schmid directly held 26,769 shares of Common Stock, plus indirect holdings of 745 shares via a 401(k) and 46 shares via an ESOP as of the plans’ most recent 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

OMB APPROVAL

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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^*

Schmid Timothy

(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, WW Chair, MedTech

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		499	A	$0(1)	22,624	D
Common Stock	02/13/2026		F		8(2)	D	$244.55	22,616	D
Common Stock	02/13/2026		M		4,378	A	$0(3)	26,994	D
Common Stock	02/13/2026		F		1,816(4)	D	$244.55	25,178	D
Common Stock	02/15/2026		M		1,028	A	$0(5)	26,206	D
Common Stock	02/15/2026		F		15(2)	D	$243.45	26,191	D
Common Stock	02/15/2026		M		1,026	A	$0(6)	27,217	D
Common Stock	02/15/2026		F		448(2)	D	$243.45	26,769	D
Common Stock	02/18/2026		M		13,625	A	$115.67	40,394	D
Common Stock	02/18/2026		S		13,625	D	$244.2(7)	26,769	D
Common Stock	02/18/2026		M		8,998	A	$129.51	35,767	D
Common Stock	02/18/2026		S		8,998	D	$244.53	26,769	D
Common Stock								745(8)	I	By 401k
Common Stock								46(9)	I	By ESOP

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			499	(1)	(1)	Common Stock	499	$0	0	D
Performance Share Units	(3)	02/13/2026		M			4,378	02/13/2026	(3)	Common Stock	4,378	$0	0	D
Restricted Share Units	(5)	02/15/2026		M			1,028	(5)	(5)	Common Stock	1,028	$0	1,028(10)	D
Restricted Share Units	(6)	02/15/2026		M			1,026	(6)	(6)	Common Stock	1,026	$0	2,051(10)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		35,489		(11)	02/15/2036	Common Stock	35,489	$0	35,489	D
Restricted Share Units	(12)	02/15/2026		A		2,548		(12)	(12)	Common Stock	2,548	$0	2,548(10)	D
Employee Stock Options (Right to Buy)	$115.67	02/18/2026		M			13,625	02/13/2020(13)	02/13/2027	Common Stock	13,625	$0	0	D
Employee Stock Options (Right to Buy)	$129.51	02/18/2026		M			8,998	02/12/2021(13)	02/11/2028	Common Stock	8,998	$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. 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. This transaction was executed in multiple trades at prices ranging from $244.20 to $244.28. 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.

8. 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).

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

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

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. 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.

13. Awarded under Issuer's Long-Term Incentive Plan. The Stock Option Award vests and is exercisable one day after the third anniversary of the grant date.

Remarks:

	/s/ Joleen Morgan, as attorney-in-fact for Timothy Schmid	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).
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FAQ

What did Johnson & Johnson (JNJ) executive Timothy Schmid report in this Form 4?

Timothy Schmid reported option exercises, equity award vesting, stock sales, and new grants. He exercised employee stock options, sold 22,623 Johnson & Johnson shares in the open market, and received additional stock options and restricted share units under the company’s Long-Term Incentive Plan.

How many Johnson & Johnson shares did Timothy Schmid sell according to the Form 4?

The filing shows Timothy Schmid sold 22,623 shares of Johnson & Johnson Common Stock. These sales occurred on February 18, 2026, in open-market transactions at prices around $244 per share, following the exercise of previously granted employee stock options.

What new equity awards did Timothy Schmid receive from Johnson & Johnson (JNJ)?

On February 15, 2026, Timothy Schmid received 35,489 employee stock options and 2,548 Restricted Share Units. These awards were granted under Johnson & Johnson’s Long-Term Incentive Plan and vest over time according to the plan’s multi-year installment schedules described in the footnotes.

How many Johnson & Johnson shares does Timothy Schmid hold after these transactions?

After the reported transactions, Timothy Schmid directly held 26,769 shares of Johnson & Johnson Common Stock. He also had indirect holdings of 745 shares through a 401(k) and 46 shares through an ESOP, based on the savings plan’s most recent reporting date.

Were any Johnson & Johnson shares withheld for taxes in Timothy Schmid’s Form 4?

Yes. The filing notes that some Johnson & Johnson shares were withheld to pay taxes upon vesting of Restricted Share Units and Performance Share Units. These tax-withholding dispositions are coded as “F” transactions and relate to equity awards converting into common stock.

What plans govern Timothy Schmid’s Johnson & Johnson equity awards?

Schmid’s options, RSUs, and PSUs were awarded under Johnson & Johnson’s Long-Term Incentive Plan. Footnotes explain that these awards generally vest in annual installments beginning one year after the grant date and convert into shares of Common Stock upon vesting on a one-for-one basis.