Decker Robert J 4
4 · JOHNSON & JOHNSON · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Johnson & Johnson (JNJ) VP Robert Decker Exercises RSUs; $257.8K Tax Withheld
What Happened
- Robert J. Decker, VP Corporate Controller at Johnson & Johnson, reported conversions/exercises of equity awards and new RSU grants. On Feb 13 and Feb 15, 2026 he converted/exercised a total of 3,736 derivative units (312 + 2,741 + 339 + 344 shares).
- To satisfy tax withholding on vested awards, 1,055 shares were withheld/disposed (104 + 762 + 94 + 95 shares) for aggregate cash of $257,792 (reported as disposed amounts of $25,433; $186,347; $22,884; $23,128).
- In addition, Decker was granted 5,571 RSUs on Feb 15, 2026 (4,871 + 700 shares) reported as award acquisitions (these RSUs vest in scheduled installments per the footnotes).
Key Details
- Transaction dates: conversions/exercises on Feb 13 & Feb 15, 2026; Form 4 filed Feb 18, 2026.
- Prices / proceeds: conversions/exercises reported at $0 (derivative conversion); tax-withheld disposals totaled $257,792 (per-item amounts shown above).
- Shares withheld for taxes: 1,055 shares (tax withholding on vested RSUs/PSUs — footnotes F2 and F4).
- New grants: 5,571 RSUs awarded on Feb 15, 2026; these RSUs vest in three equal annual installments starting one year after grant (footnote F11).
- Footnotes of note: F1/F3 describe RSUs/PSUs originally awarded Feb 13, 2023 that convert on vesting; F2/F4 confirm shares were withheld to pay taxes.
- Shares owned after transaction: not specified in the provided filing.
- Filing timeliness: Form filed Feb 18 for Feb 13–15 transactions; this filing date is several days after the earliest transactions and may indicate a late filing relative to the usual 2-business-day Form 4 deadline.
Context
- These were mostly vesting/conversion events (RSUs/PSUs/options converting into shares) with shares withheld to cover taxes — a routine, non-open-market event rather than a cash sale or new purchase.
- The grants reported (5,571 RSUs) are awards that will vest over time and do not represent immediate purchases of common stock.
- For retail investors: vesting and tax-withholding transactions are common compensation events and do not necessarily signal the insider’s buy/sell sentiment.
Insider Transaction Report
Form 4
Decker Robert J
VP Corporate Controller
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-13+312→ 21,313 total - Tax Payment
Common Stock
[F2]2026-02-13$244.55/sh−104$25,433→ 21,209 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+2,741→ 23,950 total - Tax Payment
Common Stock
[F4]2026-02-13$244.55/sh−762$186,347→ 23,188 total - Exercise/Conversion
Common Stock
[F5]2026-02-15+339→ 23,527 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−94$22,884→ 23,433 total - Exercise/Conversion
Common Stock
[F6]2026-02-15+344→ 23,777 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−95$23,128→ 23,682 total - Exercise/Conversion
Restricted Share Units
[F1]2026-02-13−312→ 0 total→ Common Stock (312 underlying) - Exercise/Conversion
Performance Share Units
[F3]2026-02-13−2,741→ 0 totalFrom: 2026-02-13→ Common Stock (2,741 underlying) - Exercise/Conversion
Restricted Share Units
[F5][F9]2026-02-15−339→ 338 total→ Common Stock (339 underlying) - Exercise/Conversion
Restricted Share Units
[F6][F9]2026-02-15−344→ 687 total→ Common Stock (344 underlying) - Award
Employee Stock Options (Right to Buy)
[F10]2026-02-15+4,871→ 4,871 totalExercise: $243.45Exp: 2036-02-15→ Common Stock (4,871 underlying) - Award
Restricted Share Units
[F11][F9]2026-02-15+700→ 700 total→ Common Stock (700 underlying)
Holdings
- 134(indirect: By ESOP)
Common Stock
[F7] - 642(indirect: By 401(k))
Common Stock
[F8]
Footnotes (11)
- [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.
- [F10]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.
- [F11]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.
- [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]Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2026).
- [F8]Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2026).
- [F9]Each RSU represents a contingent right to receive one share of Company Common Stock.
Signature
/s/ Joleen Morgan, as attorney-in-fact for Robert J. Decker|2026-02-18