Broadhurst Vanessa 4

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.