Forminard Elizabeth 4

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.