Wengel Kathryn E 4

What Happened

• Kathryn E. Wengel, EVP and Chief TO & Risk Officer at Johnson & Johnson, exercised stock options on 2026-02-06. She acquired 38,945 shares at an exercise price of $101.87 per share (total value $3,967,327). To cover the exercise price and tax obligations, 27,270 shares were withheld/sold at $239.99 per share (proceeds $6,544,527). The Form 4 shows the option exercise and the corresponding share withholding/disposition.

Key Details

• Transaction date: 2026-02-06.
• Option exercise: 38,945 shares @ $101.87 — reported value $3,967,327 (code M).
• Withholding/disposition for taxes/exercise: 27,270 shares @ $239.99 — reported value $6,544,527 (code F).
• Implied net shares retained from this transaction: 11,675 shares (38,945 acquired − 27,270 withheld), based on the reported entries; final beneficial ownership after the transaction is not provided in the excerpt.
• Relevant footnotes:
  • F1: Options were auto‑exercised immediately prior to expiration.
  • F2: Shares were withheld to pay the exercise price and taxes.
  • F3/F4: References to shares held/accumulated in the J&J Savings Plan (as of 1/31/2026).
• Filing: Report filed 2026-02-09 for a 2026-02-06 transaction — appears to be timely.

Context

• This was an option exercise with shares withheld to cover costs (a common, routine corporate action often described as a cashless/net share settlement), not an open‑market purchase or discretionary sale that would necessarily signal personal market sentiment. The Form 4 records both the derivative exercise (M) and the withholding/disposition for taxes/exercise (F) so readers can see the gross exercise and the shares used to satisfy obligations.