Schmid Timothy 4

What Happened
Timothy Schmid, EVP and Worldwide Chair, MedTech at Johnson & Johnson, exercised stock options and sold shares in mid‑February 2026. On Feb 18 he exercised 13,625 options at $115.67 and 8,998 options at $129.51 (total exercise cost $2,741,335) and immediately sold those 22,623 shares in the open market for about $5,527,506 (weighted average sale prices $244.20 and $244.53). Earlier vesting events on Feb 13 and Feb 15 converted RSUs/PSUs into shares (6,931 shares total); 2,287 shares were withheld to cover taxes on those vesting events, valued at roughly $558,777. Separately, Schmid received new RSU awards on Feb 15 totaling 38,037 RSUs (granted, not sold).

Key Details

• Transaction dates & prices:
  • Feb 18, 2026: Exercised 13,625 @ $115.67 (cost $1,576,004) and 8,998 @ $129.51 (cost $1,165,331); sold same shares for $3,327,225 and $2,200,281 respectively (total sale proceeds ≈ $5,527,506).
  • Feb 13 & Feb 15, 2026: RSUs/PSUs vested and converted to shares (499 + 4,378 + 1,028 + 1,026 = 6,931 shares acquired at $0).
  • Tax withholding (dispositions coded F): 8, 1,816, 15 and 448 shares withheld on vesting (2,287 shares total; value ≈ $558,777).
• Total open‑market sale on Feb 18: 22,623 shares for ≈ $5.53M (one reported sale executed in multiple trades; reported as weighted average).
• Awards granted: Feb 15, 2026 RSU grants of 35,489 and 2,548 shares (total 38,037 RSUs) — these vest per plan footnotes.
• Shares owned after these transactions: not specified in the summary data; see the Form 4 for total holdings.
• Notes/footnotes: transactions include RSU/PSU vesting and option exercises under the issuer’s Long‑Term Incentive Plan; some RSUs/PSUs convert one‑for‑one to common stock; certain sales were reported as weighted averages (footnote on price ranges). Tax withholding was handled via share withholding (code F).
• Filing timeliness: Form 4 was filed Feb 18, 2026 reporting transactions through Feb 18 — no late‑filing flag indicated in the filing.

Context

• Many of the zero‑price "acquired" entries are vesting RSUs/PSUs converting into actual shares (code M/A for derivative conversion/award); the subsequent small disposals at ~$244/share were share‑withholding to pay taxes.
• The Feb 18 sequence (exercise at a fixed strike, then immediate open‑market sale) is effectively a cashless exercise/sale: options were exercised and the shares sold in the market, generating net proceeds after exercise costs.
• These transactions are routine compensation‑related activity (option exercise, RSU/PSU vesting and tax withholding) and should be interpreted as such; they are factual disclosures of insider activity rather than commentary on company outlook.