Johnson & Johnson (JNJ) HR chief awarded 3,602 performance share units

Rhea-AI Filing Summary

Johnson & Johnson executive Kristen Mulholland, EVP and Chief HR Officer, acquired 3,602 Performance Share Units (PSUs) on February 9, 2026. These PSUs were originally granted on February 13, 2023 under the company’s Long-Term Incentive Plan and convert into shares of common stock upon vesting.

The 3,602 PSUs reflect the target award adjusted based on certified achievement of the performance conditions in the award agreement as of February 9, 2026. Following this transaction, Mulholland directly holds 3,602 derivative securities tied to Johnson & Johnson common stock.

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^*

Mulholland Kristen

(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 HR Officer

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		3,602		02/13/2026	(1)	Common Stock	3,602	$0	3,602(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 Kristen Mulholland	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.
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FAQ

What did Johnson & Johnson (JNJ) report in this Form 4 filing?

Johnson & Johnson reported that EVP and Chief HR Officer Kristen Mulholland acquired 3,602 Performance Share Units. These units were granted under the Long-Term Incentive Plan and will convert into Johnson & Johnson common stock when vesting conditions are met.

How many Performance Share Units did Kristen Mulholland receive from JNJ?

Kristen Mulholland received 3,602 Performance Share Units. The filing states this number reflects the target PSUs from a February 13, 2023 grant, adjusted based on certified performance conditions as of February 9, 2026 under the award agreement.

When were the Johnson & Johnson PSUs for Kristen Mulholland granted and certified?

The Performance Share Units were originally granted on February 13, 2023. The number of PSUs, totaling 3,602, was later adjusted based on performance conditions that were certified on February 9, 2026, according to the Form 4 filing footnotes.

What happens to the Johnson & Johnson PSUs reported in this Form 4?

The Performance Share Units convert into shares of Johnson & Johnson common stock upon vesting. The filing explains that these PSUs are part of the Issuer’s Long-Term Incentive Plan and are settled in common stock once vesting requirements are satisfied.

Does Kristen Mulholland hold these Johnson & Johnson PSUs directly or indirectly?

The Form 4 indicates that Kristen Mulholland holds the 3,602 Performance Share Units directly. The ownership code is listed as “D” for direct, with no additional nature of indirect beneficial ownership described in the filing’s transaction table.

What type of transaction code is used for Kristen Mulholland’s JNJ PSU award?

The transaction is coded as “A,” meaning a grant, award, or other acquisition. The Form 4 describes this as an acquisition of 3,602 Performance Share Units under Johnson & Johnson’s Long-Term Incentive Plan, rather than an open-market purchase or sale.