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|4Feb 18, 9:11 PM ET

Duato Joaquin 4

4 · JOHNSON & JOHNSON · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Johnson & Johnson (JNJ) CEO Joaquin Duato Converts Awards; Shares Withheld

What Happened Joaquin Duato, CEO and Chairman of Johnson & Johnson (JNJ), converted vested restricted/performance units into 84,710 shares (derivative conversions on Feb 13 and Feb 15, 2026). To cover tax liabilities, 36,230 of those shares were withheld and treated as dispositions (total withholding value reported ≈ $8.86 million). Separately, Duato was granted 141,193 new Restricted Share Units (RSUs) on Feb 15, 2026 under the company's Long‑Term Incentive Plan.

Key Details

  • Transaction dates: conversions on 2026-02-13 and 2026-02-15; filing date: 2026-02-18 (timely).
  • Conversion (M): 84,710 shares acquired via vesting/conversion (no cash paid; recorded at $0).
  • Tax withholding/dispositions (F): 36,230 shares withheld/sold to cover taxes: 32,668 shares at $244.55 (2/13) and 3,562 shares at $243.45 (2/15), total ≈ $8,856,128.
  • Grants (A): 131,734 RSUs and 9,459 RSUs awarded on 2/15/2026 (total 141,193 RSUs); these RSUs vest in three annual equal installments beginning on the first anniversary of the grant (per footnote).
  • Net effect: +48,480 shares added to beneficial ownership (84,710 acquired − 36,230 withheld). The filing does not state total shares owned after the transactions.
  • Footnotes: conversions relate to RSUs and PSUs awarded in prior years (some PSUs from 2/13/2023); withheld shares were used to satisfy tax liabilities (routine compensation handling).

Context

  • These are compensation‑related transactions (vested RSUs/PSUs converting to common shares and new RSU grants) — common for executives and generally considered routine rather than open‑market investment picks.
  • The withholding of shares to pay taxes is a standard cashless mechanism and appears here as disposals (code F), not an open‑market sale by the insider.
  • Transaction codes: M = option/derivative conversion, F = tax withholding/payment, A = award/grant.

Insider Transaction Report

Form 4
Period: 2026-02-13
JOHNSON & JOHNSONJNJ
Duato Joaquin
DirectorCEO and Chairman of the Board
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-13+3,469→ 279,436 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-13$244.55/sh−989$241,860→ 278,447 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-13+73,054→ 351,501 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-13$244.55/sh−31,679$7,747,099→ 319,822 total
  • Exercise/Conversion

    Common Stock

    [F5]
    2026-02-15+3,682→ 323,504 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-15$243.45/sh−1,602$390,007→ 321,902 total
  • Exercise/Conversion

    Common Stock

    [F6]
    2026-02-15+4,505→ 326,407 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-15$243.45/sh−1,960$477,162→ 324,447 total
  • Exercise/Conversion

    Restricted Share Units

    [F1]
    2026-02-13−3,469→ 0 total
    → Common Stock (3,469 underlying)
  • Exercise/Conversion

    Performance Share Units

    [F3]
    2026-02-13−73,054→ 0 total
    From: 2026-02-13→ Common Stock (73,054 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F5][F8]
    2026-02-15−3,682→ 3,682 total
    → Common Stock (3,682 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F6][F8]
    2026-02-15−4,505→ 9,008 total
    → Common Stock (4,505 underlying)
  • Award

    Employee Stock Options (Right to Buy)

    [F9]
    2026-02-15+131,734→ 131,734 total
    Exercise: $243.45Exp: 2036-02-15→ Common Stock (131,734 underlying)
  • Award

    Restricted Share Units

    [F10][F8]
    2026-02-15+9,459→ 9,459 total
    → Common Stock (9,459 underlying)
Holdings

  • Common Stock

    [F7]
    (indirect: By 401(k))
    998

  • Common Stock

    (indirect: By Spouse)
    30,852
Footnotes (10)
  • [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.
  • [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.
  • [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 RSU convert into shares of Common Stock upon vesting.
  • [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]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).
  • [F8]Each RSU 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 Joaquin Duato|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771467094.xmlPrimary

    FORM 4