Broadhurst Vanessa 4
4 · JOHNSON & JOHNSON · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Johnson & Johnson (JNJ) EVP Vanessa Broadhurst Sells Shares
What Happened
Vanessa Broadhurst, Executive Vice President, Global Corporate Affairs at Johnson & Johnson, had vested equity convert to common shares in mid‑February and completed an open‑market sale. Key items: conversions/exercises on Feb 13 and Feb 15 produced 10,020 shares from vested RSUs/PSUs; 4,414 of those shares were withheld to cover taxes (≈ $1,078,869). Separately she sold 6,197 shares in the open market on Feb 17 for gross proceeds of about $1,508,288. On Feb 15 she also received new RSU awards totaling 15,439 RSUs (these are unvested).
Key Details
- Transaction dates/prices:
- Feb 13, 2026: conversions/exercises of vested awards (408 + 8,594 shares); tax withholding of 144 and 3,748 shares at $244.55 (withhold value ≈ $951,788 combined).
- Feb 15, 2026: conversions/exercises (492 + 526 shares); tax withholding of 252 and 270 shares at $243.45 (withhold value ≈ $127,081 combined). Also granted 14,405 and 1,034 RSUs on Feb 15 (total 15,439 RSUs).
- Feb 17, 2026: open‑market sale of 6,197 shares at a weighted avg $243.39 for ≈ $1,508,288 (executed across multiple trades at $243.39–$243.41; see footnote).
- Tax withholding: 4,414 shares withheld to cover taxes (total withholding value ≈ $1,078,869).
- New awards: 15,439 RSUs granted on Feb 15, 2026 (subject to standard multi-year vesting — see footnotes).
- Shares owned after these transactions: not specified in the provided filing.
- Filing timeliness: Form 4 was filed Feb 18, 2026 for transactions through Feb 17, 2026 (appears timely).
- Transaction codes explained: M = exercise/conversion of derivative (vested RSUs/PSUs), F = shares withheld for taxes, S = open market sale, A = grant/award.
Context
- The conversions labeled M reflect vested RSUs/PSUs converting into shares (not cash purchases). Footnotes note the 2023 awards (RSUs and PSUs) vest in installments beginning on the first anniversary of the grant; the 2026 RSUs granted on Feb 15 vest over three years beginning Feb 15, 2027.
- Withholding of shares (F) is routine to satisfy tax obligations on vesting. The open‑market sale (6,197 shares) generated cash proceeds of ~ $1.51M; sales by insiders are common and do not by themselves indicate company outlook.
- This filing shows a mix of vesting, tax withholding, a market sale, and new unvested RSU grants — useful to note for ownership changes but not definitive evidence of insider sentiment.
Insider Transaction Report
Form 4
Broadhurst Vanessa
EVP, Global Corp Affairs
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-13+408→ 24,002 total - Tax Payment
Common Stock
[F2]2026-02-13$244.55/sh−144$35,215→ 23,858 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+8,594→ 32,452 total - Tax Payment
Common Stock
[F4]2026-02-13$244.55/sh−3,748$916,573→ 28,704 total - Exercise/Conversion
Common Stock
[F5]2026-02-15+492→ 29,196 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−252$61,349→ 28,944 total - Exercise/Conversion
Common Stock
[F6]2026-02-15+526→ 29,470 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−270$65,732→ 29,200 total - Sale
Common Stock
[F7]2026-02-17$243.39/sh−6,197$1,508,288→ 23,003 total - Exercise/Conversion
Restricted Share Units
[F1]2026-02-13−408→ 0 total→ Common Stock (408 underlying) - Exercise/Conversion
Performance Share Units
[F3]2026-02-13−8,594→ 0 totalFrom: 2026-02-13→ Common Stock (8,594 underlying) - Exercise/Conversion
Restricted Share Units
[F5][F8]2026-02-15−492→ 491 total→ Common Stock (492 underlying) - Exercise/Conversion
Restricted Share Units
[F6][F8]2026-02-15−526→ 1,050 total→ Common Stock (526 underlying) - Award
Employee Stock Options (Right to Buy)
[F9]2026-02-15+14,405→ 14,405 totalExercise: $243.45Exp: 2036-02-15→ Common Stock (14,405 underlying) - Award
Restricted Share Units
[F10][F11]2026-02-15+1,034→ 1,034 total→ Common Stock (1,034 underlying)
Footnotes (11)
- [F1]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 on a one for one basis.
- [F10]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.
- [F11]Each RSU represents a contingent right to receive one share of Company Common Stock.
- [F2]Shares withheld for payment of taxes upon vesting of RSUs.
- [F3]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.
- [F4]Shares withheld for payment of taxes upon vesting of PSUs.
- [F5]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 RSUs convert into shares of Common Stock upon vesting on a one for one basis.
- [F6]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.
- [F7]This transaction was executed in multiple trades at prices ranging from $243.39 to $243.41. 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.
- [F8]Each Restricted Share Unit represents a contingent right to receive one share of Company Common Stock.
- [F9]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.
Signature
/s/ Joleen Morgan, as attorney-in-fact for Vanessa Broadhurst|2026-02-18