JOHNSON & JOHNSON·4

Feb 18, 9:11 PM ET

Taubert Jennifer L 4

4 · JOHNSON & JOHNSON · Filed Feb 18, 2026

Research Summary

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Updated

JNJ EVP Jennifer Taubert Exercises Awards; Shares Withheld for Taxes

What Happened

  • Jennifer L. Taubert, EVP, WWC Innovative Medicine at Johnson & Johnson (JNJ), had long‑term incentive awards convert into common stock (vesting/conversion of RSUs and PSUs) on Feb 13 and Feb 15, 2026. A total of 32,155 shares were issued on conversion; 15,717 of those shares were withheld/disposed to cover tax withholding, generating proceeds of about $3,841,655. Separately, Taubert received new RSU awards on Feb 15, 2026 (58,809 RSUs in total) that vest over future years.

Key Details

  • Transaction dates and withholding prices:
    • Feb 13, 2026: 1,302 and 27,412 shares converted; 409 and 13,547 shares withheld at $244.55 (total withheld value ≈ $3,412,940).
    • Feb 15, 2026: 1,594 and 1,847 shares converted; 816 and 945 shares withheld at $243.45 (total withheld value ≈ $428,715).
    • Combined shares converted: 32,155. Combined shares withheld/disposed for taxes: 15,717. Combined withheld value ≈ $3,841,655.
  • Net shares added to Taubert’s holdings from these vestings: 16,438 shares (32,155 issued − 15,717 withheld).
  • New RSU awards granted on Feb 15, 2026: 54,869 RSUs and 3,940 RSUs (total 58,809 RSUs); these vest in annual installments per the company’s Long‑Term Incentive Plan.
  • Footnote context: conversions relate to RSUs/PSUs awarded under J&J’s Long‑Term Incentive Plan (grants dated Feb 13, 2023, and earlier grants); withheld shares were used to pay required taxes on vesting (tax‑withholding, code F).
  • Filing: Form 4 filed Feb 18, 2026 covering transactions on Feb 13–15, 2026. The Feb 13 transaction was reported one business day after the typical 2‑business‑day Form 4 deadline; Feb 15 transactions were reported on time.

Context

  • These transactions reflect routine vesting and tax‑withholding (derivative conversion and shares withheld for taxes), not open‑market sales or discretionary insider sales. For retail investors, purchases/awards signal compensation vesting rather than a direct bullish purchase; withheld shares to satisfy tax obligations are common and do not necessarily indicate intent to sell more shares.

Insider Transaction Report

Form 4
Period: 2026-02-13
Taubert Jennifer L
EVP, WWC. Innovative Medicine
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-13+1,302179,315.001 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-13$244.55/sh409$100,021178,906.001 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-13+27,412206,318.001 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-13$244.55/sh13,547$3,312,919192,771.001 total
  • Exercise/Conversion

    Common Stock

    [F5]
    2026-02-15+1,594194,365.001 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-15$243.45/sh816$198,655193,549.001 total
  • Exercise/Conversion

    Common Stock

    [F6]
    2026-02-15+1,847195,396.001 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-15$243.45/sh945$230,060194,451.001 total
  • Exercise/Conversion

    Restricted Share Units

    [F1]
    2026-02-131,3020 total
    Common Stock (1,302 underlying)
  • Exercise/Conversion

    Performance Share Units

    [F3]
    2026-02-1327,4120 total
    From: 2026-02-13Common Stock (27,412 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F5][F7]
    2026-02-151,5941,594 total
    Common Stock (1,594 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F6][F7]
    2026-02-151,8473,692 total
    Common Stock (1,847 underlying)
  • Award

    Employee Stock Options (Right to Buy)

    [F8]
    2026-02-15+54,86954,869 total
    Exercise: $243.45Exp: 2036-02-15Common Stock (54,869 underlying)
  • Award

    Restricted Share Units

    [F9][F7]
    2026-02-15+3,9403,940 total
    Common Stock (3,940 underlying)
Footnotes (9)
  • [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.
  • [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]Each RSU represents a contingent right to receive one share of Company Common Stock.
  • [F8]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.
  • [F9]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.
Signature
/s/ Joleen Morgan, as attorney-in-fact for Jennifer Taubert|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771467106.xmlPrimary

    FORM 4