Duato Joaquin 4

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.