JNJ CFO Wolk (NYSE: JNJ) sells 89,654 shares after major equity awards

Rhea-AI Filing Summary

JOHNSON & JOHNSON Executive VP and CFO Joseph J. Wolk reported multiple equity award transactions and sales. He exercised stock options, performance share units, and restricted share units into common stock on February 13, 15, and 17, 2026, and received new grants of 53,793 employee stock options and 3,863 restricted share units under the company’s long‑term incentive plan.

On February 17, 2026, he sold 89,654 shares of common stock in open‑market transactions and also disposed of shares to cover tax obligations upon vesting of awards. After these transactions, direct ownership entries show 14,000 common shares, alongside indirect holdings of 68,835 shares in a spousal lifetime access trust and 2,173 shares in a 401(k) plan.

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^*

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)
02/13/2026

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		37,463	A	$0(1)	51,463	D
Common Stock	02/13/2026		F		15,948(2)	D	$244.55	35,515	D
Common Stock	02/13/2026		M		1,779	A	$0(3)	37,294	D
Common Stock	02/13/2026		F		507(4)	D	$244.55	36,787	D
Common Stock	02/15/2026		M		1,971	A	$0(5)	38,758	D
Common Stock	02/15/2026		F		858(4)	D	$243.45	37,900	D
Common Stock	02/15/2026		M		1,878	A	$0(6)	39,778	D
Common Stock	02/15/2026		F		817(4)	D	$243.45	38,961	D
Common Stock	02/17/2026		M		19,241	A	$115.67	58,202	D
Common Stock	02/17/2026		S		19,241	D	$242.99(7)	38,961	D
Common Stock	02/17/2026		M		12,066	A	$129.51	51,027	D
Common Stock	02/17/2026		S		12,066	D	$242.87(8)	38,961	D
Common Stock	02/17/2026		M		33,386	A	$131.94	72,347	D
Common Stock	02/17/2026		S		33,386	D	$242.75(9)	38,961	D
Common Stock	02/17/2026		S		24,961	D	$242.68(10)	14,000	D
Common Stock								68,835	I	By SLAT(11)
Common Stock								2,173(12)	I	By 401k

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)	02/13/2026		M			37,463	02/13/2026	(1)	Common Stock	37,463	$0	0	D
Restricted Share Units	(3)	02/13/2026		M			1,779	(3)	(3)	Common Stock	1,779	$0	0	D
Restricted Share Units	(5)	02/15/2026		M			1,971	(5)	(5)	Common Stock	1,971	$0	1,971(13)	D
Restricted Share Units	(6)	02/15/2026		M			1,878	(6)	(6)	Common Stock	1,878	$0	3,754(13)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		53,793		(14)	02/15/2036	Common Stock	53,793	$0	53,793	D
Restricted Share Units	(15)	02/15/2026		A		3,863		(15)	(15)	Common Stock	3,863	$0	3,863(13)	D
Employee Stock Options (Right to Buy)	$115.67	02/17/2026		M			19,241	02/13/2020(16)	02/13/2027	Common Stock	19,241	$0	0	D
Employee Stock Options (Right to Buy)	$129.51	02/17/2026		M			12,066	02/12/2021(16)	02/11/2028	Common Stock	12,066	$0	0	D
Employee Stock Options (Right to Buy)	$131.94	02/17/2026		M			33,386	02/12/2022(16)	02/12/2029	Common Stock	33,386	$0	33,000	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. Shares withheld for payment of taxes upon vesting of PSUs.

3. 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.

4. Shares withheld for payment of taxes upon vesting of RSUs.

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 $242.94 to $243.11. 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. This transaction was executed in multiple trades at prices ranging from $242.85 to $242.97. 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.

9. This transaction was executed in multiple trades at prices ranging from $242.71 to $242.92. 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.

10. This transaction was executed in multiple trades at prices ranging from $242.59 to $242.815. 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.

11. Held in a spousal lifetime access trust, of which the reporting person's spouse is the trustee and beneficiary.

12. 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).

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

14. 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.

15. 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.

16. 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 Joseph J. Wolk	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 did JNJ CFO Joseph Wolk report in this Form 4 filing?

Johnson & Johnson CFO Joseph J. Wolk reported exercising various equity awards into common stock, receiving new option and RSU grants, and selling shares in open‑market transactions, along with additional share dispositions to satisfy tax obligations tied to vesting of performance and restricted share units.

How many Johnson & Johnson shares did the CFO sell in this Form 4?

The Form 4 shows Joseph J. Wolk sold 89,654 shares of Johnson & Johnson common stock in open‑market or private transactions on February 17, 2026, based on multiple trades reported with code “S” and summarized as a net‑sell of that share amount.

What new equity awards did JNJ grant to CFO Joseph Wolk?

Joseph J. Wolk was granted 53,793 employee stock options and 3,863 restricted share units on February 15, 2026, under Johnson & Johnson’s Long‑Term Incentive Plan, with the awards vesting over multi‑year schedules and each RSU representing a right to receive one common share.

How many Johnson & Johnson shares does the CFO hold after these transactions?

After the reported transactions, direct entries show Joseph J. Wolk holding 14,000 Johnson & Johnson common shares. Additional indirect holdings include 68,835 shares in a spousal lifetime access trust and 2,173 shares in a 401(k) plan, as reflected in the Form 4 holdings lines.

Why does the JNJ Form 4 include transactions coded F for the CFO?

Transactions coded “F” represent shares withheld to pay taxes or exercise costs when awards vest or convert. For Joseph J. Wolk, several common stock dispositions with code F cover tax liabilities tied to vesting of performance share units and restricted share units under long‑term incentive awards.

What types of equity awards did JNJ CFO Joseph Wolk exercise or convert?

The filing shows Joseph J. Wolk converting performance share units, restricted share units, and employee stock options into Johnson & Johnson common stock. These transactions are reported with code “M” for exercises or conversions of derivative securities into non‑derivative common shares.