REED JOHN C 4

What Happened

• John C. Reed, EVP, Innovative Medicine R&D at Johnson & Johnson, exercised stock-derived awards and sold shares. On Feb 17, 2026 he exercised/options-converted 51,648 shares (cost ~$8.10M) and sold those shares in open-market trades at $243.00 for $12.55M. He also sold 2,283 shares (net from RSU vesting) at $243.00 for $554,769. Total open-market sale proceeds were $13,105,233. Earlier on Feb 15, RSUs converted into 3,196 shares; 913 shares were withheld to cover taxes (value ~$222,270).

Key Details

• Transaction dates and prices:
  • Feb 15, 2026: RSU vesting/conversion of 3,196 shares (some reported as derivative conversions at $0); 385 and 528 shares withheld to pay taxes at $243.45 (total withholding value $222,270).
  • Feb 15, 2026: Awarded 52,928 RSUs (subject to vesting; see footnotes).
  • Feb 17, 2026: Exercised options/conversions for 21,721 shares @ $157.92 (cost $3,430,180) and 29,927 shares @ $156.15 (cost $4,673,101).
  • Feb 17, 2026: Sold 21,721 shares @ $243.00 ($5,278,203), 29,927 shares @ $243.00 ($7,272,261), and 2,283 shares @ $243.00 ($554,769). Total sold = 53,931 shares for $13,105,233.
• Exercise cost (cash paid): ~$8,103,281 for the Feb 17 option conversions.
• Tax withholding: 913 shares withheld on Feb 15 to pay taxes (F2).
• Awards: RSU awards reported on Feb 15 (total ~52,928 RSUs) are subject to multi-year vesting (see footnotes F1, F3, F6).
• Shares owned after transaction: not specified in the filing excerpt provided.
• Filing timeliness: Form 4 filed Feb 18, 2026 covering Feb 15–17 transactions — filed within the usual 2-business-day window (no late filing indicated).

Context

• These transactions combine option exercises/derivative conversions and immediate open-market sales — effectively a cashless exercise where exercised shares were sold to cover exercise costs and taxes.
• Several entries are RSU awards or conversions (derivative instruments that convert to common shares on vesting). The filing includes tax-withholding through share surrender rather than separate cash payment.
• This is executive-level compensation-related activity (awards/vesting and option exercise) rather than an outright purchase; such sales are often routine to cover taxes or exercise costs and do not by themselves signal a change in company outlook.

Footnotes of the filing note that the awards are under J&J’s Long-Term Incentive Plan, RSUs generally vest over three annual installments, and each RSU converts one-for-one into a share on vesting. Transaction codes: M = exercise/conversion of derivative, S = open-market sale, A = award/grant, F = payment of exercise price/tax liability.