Forminard Elizabeth 4
4 · JOHNSON & JOHNSON · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Johnson & Johnson (JNJ) CLO Elizabeth Forminard Exercises & Withholds Shares
What Happened Elizabeth Forminard, Executive VP and Chief Legal Officer of Johnson & Johnson (JNJ), converted vested derivative awards and received new RSU awards. On Feb 13 and Feb 15, 2026 she converted/ exercised a total of 16,381 derivative units into shares (recorded at $0 acquisition price because these were RSU/PSU conversions) and was granted 29,020 RSUs (27,076 + 1,944) on Feb 15, 2026. To cover withholding taxes, 8,361 shares were disposed (withheld) across the dates for total cash value of approximately $2,043,543 (314 and 7,011 shares withheld on Feb 13 at $244.55; 492 and 544 withheld on Feb 15 at $243.45).
These transactions are primarily vesting conversions and awards (not open-market buys/sells). The disposals were tax-withholding events rather than market sales.
Key Details
- Transaction dates: Feb 13, 2026 and Feb 15, 2026; Form 4 filed Feb 18, 2026.
- Conversions/Exercises (code M): 16,381 shares converted to common stock at $0 (accounting for vested RSUs/PSUs).
- Awards/Grants (code A): 29,020 RSUs awarded on Feb 15, 2026 (27,076 and 1,944).
- Tax withholding/dispositions (code F): 8,361 shares withheld to pay taxes, total proceeds ≈ $2,043,543 (prices: $244.55 and $243.45).
- Footnotes: Awards are under J&J’s Long-Term Incentive Plan; RSUs and PSUs convert into common shares upon vesting per prior grant schedules (see filing footnotes for grant dates and vesting terms).
- Shares owned after transaction: not provided in the data shown.
- Timeliness: Form filed Feb 18 covering Feb 13–15 transactions. Form 4s are normally due within 2 business days; filing on Feb 18 may be later than the 2-business-day window for the Feb 13 transactions.
Context
- These were not discretionary open-market trades. The insider converted vested RSUs/PSUs and received new RSU awards; shares were withheld to satisfy tax obligations (a routine, administrative disposition often described as a cashless exercise/tax withholding).
- For retail investors: vesting and withholding events are common and do not necessarily signal the insider’s view of the company’s near-term prospects. Transaction codes: M = exercise/conversion, F = tax withholding/disposition, A = award/grant.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-13+651→ 16,199 total - Tax Payment
Common Stock
[F2]2026-02-13$244.55/sh−314$76,789→ 15,885 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+13,706→ 29,591 total - Tax Payment
Common Stock
[F4]2026-02-13$244.55/sh−7,011$1,714,540→ 22,580 total - Exercise/Conversion
Common Stock
[F5]2026-02-15+961→ 23,541 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−492$119,777→ 23,049 total - Exercise/Conversion
Common Stock
[F6]2026-02-15+1,063→ 24,112 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−544$132,437→ 23,568 total - Exercise/Conversion
Restricted Share Units
[F1]2026-02-13−651→ 0 total→ Common Stock (651 underlying) - Exercise/Conversion
Performance Share Units
[F3]2026-02-13−13,706→ 0 totalFrom: 2026-02-13→ Common Stock (13,706 underlying) - Exercise/Conversion
Restricted Share Units
[F5][F7]2026-02-15−961→ 961 total→ Common Stock (961 underlying) - Exercise/Conversion
Restricted Share Units
[F6][F7]2026-02-15−1,063→ 2,126 total→ Common Stock (1,063 underlying) - Award
Employee Stock Options (Right to Buy)
[F8]2026-02-15+27,076→ 27,076 totalExercise: $243.45Exp: 2036-02-15→ Common Stock (27,076 underlying) - Award
Restricted Share Units
[F9][F7]2026-02-15+1,944→ 1,944 total→ Common Stock (1,944 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.