Johnson & Johnson (NYSE: JNJ) EVP trades shares after option awards

Rhea-AI Filing Summary

Johnson & Johnson executive John C. Reed, EVP of Innovative Medicine R&D, reported multiple equity compensation transactions. He exercised employee stock options and restricted share units into common stock and received new awards of 49,382 employee stock options and 3,546 restricted share units under the company’s long-term incentive plan.

On February 17, 2026, he sold 53,931 shares of common stock in open-market transactions at a reported price of $243.0000 per share, following option exercises at lower exercise prices. The filing also shows shares withheld at $243.4500 per share to cover tax liabilities upon RSU vesting, and his remaining common stock holdings are reported as directly owned.

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^*

REED JOHN C

(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, Innovative Medicine, R&D

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		1,349	A	$0(1)	12,007	D
Common Stock	02/15/2026		F		385(2)	D	$243.45	11,622	D
Common Stock	02/15/2026		M		1,847	A	$0(3)	13,469	D
Common Stock	02/15/2026		F		528(2)	D	$243.45	12,941	D
Common Stock	02/17/2026		M		21,721	A	$157.92	34,662	D
Common Stock	02/17/2026		S		21,721	D	$243	12,941	D
Common Stock	02/17/2026		M		29,927	A	$156.15	42,868	D
Common Stock	02/17/2026		S		29,927	D	$243	12,941	D
Common Stock	02/17/2026		S		2,283	D	$243	10,658	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)	02/15/2026		M			1,349	(1)	(1)	Common Stock	1,349	$0	1,349(4)	D
Restricted Share Units	(3)	02/15/2026		M			1,847	(3)	(3)	Common Stock	1,847	$0	3,692(4)	D
Employee Stock Options (Right to Buy)	$243.45	02/15/2026		A		49,382		(5)	02/15/2036	Common Stock	49,382	$0	49,382	D
Restricted Share Units	(6)	02/15/2026		A		3,546		(6)	(6)	Common Stock	3,546	$0	3,546(4)	D
Employee Stock Options (Right to Buy)	$157.92	02/17/2026		M			21,721	(5)	02/15/2034	Common Stock	21,721	$0	21,721	D
Employee Stock Options (Right to Buy)	$156.15	02/17/2026		M			29,927	(5)	02/15/2035	Common Stock	29,927	$0	59,854	D

Explanation of Responses:

1. 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.

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

3. 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.

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

5. 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.

6. 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 John C. Reed	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did JNJ executive John C. Reed report?

John C. Reed reported option exercises, RSU activity, and stock sales. He exercised employee stock options and RSUs into Johnson & Johnson common stock, received new option and RSU grants, and executed open-market sales of shares, with some stock withheld to cover associated tax obligations.

How many Johnson & Johnson shares did John C. Reed sell in this Form 4?

John C. Reed sold 53,931 Johnson & Johnson common shares. These sales occurred on February 17, 2026 at a reported price of $243.0000 per share in open-market transactions, following exercises of employee stock options into common stock.

What new equity awards did John C. Reed receive from Johnson & Johnson?

He received 49,382 employee stock options and 3,546 RSUs. The awards were granted under Johnson & Johnson’s Long-Term Incentive Plan, with both the stock options and restricted share units vesting in three equal annual installments beginning on the first anniversary of the grant date.

How do the RSUs in John C. Reed’s JNJ filing vest and convert?

The RSUs vest in three equal annual installments. Footnotes state RSU awards vest annually starting one year after grant and each restricted share unit converts into one share of Johnson & Johnson common stock upon vesting, on a one-for-one basis.

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

Yes, shares were withheld to cover tax liabilities. The filing notes that some common stock was disposed of under code F at $243.4500 per share, explicitly described as shares withheld for payment of taxes upon vesting of restricted share units.

What ownership type does John C. Reed report for his JNJ shares?

All reported holdings are listed as directly owned. The transactions show ownership type and code as direct (D) for both derivative securities such as options and RSUs, and for the resulting Johnson & Johnson common stock positions after exercises and vesting.