Earnings Feed
Start Free
JOHNSON & JOHNSON·4

Feb 18, 9:12 PM ET

Wolk Joseph J 4

4 · JOHNSON & JOHNSON · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Johnson & Johnson (JNJ) CFO Joseph Wolk Exercises Options and Sells Shares

What Happened

  • Joseph J. Wolk, EVP and Chief Financial Officer of Johnson & Johnson, exercised/converted a mix of stock options and vested equity awards and sold shares in mid‑February 2026. The filing shows he acquired a total of about 165,440 shares (including vested PSUs/RSUs and option exercises) and disposed of roughly 107,784 shares for aggregate proceeds of approximately $26.2 million.
  • Notable cash amounts: Wolk paid about $8.19 million to exercise in‑the‑money options (19,241 @ $115.67; 12,066 @ $129.51; 33,386 @ $131.94). The open‑market sales on 2026‑02‑17 generated roughly $4.68M, $2.93M, $8.10M and $6.06M for those lots (weighted average sale prices reported). Smaller dispositions on 2026‑02‑13 and 02‑15 (tax withholding) totaled about $4.43M.

Key Details

  • Transaction dates and prices: 2026‑02‑13, 02‑15 and 02‑17. Major option exercises on 02‑17 (exercise prices $115.67, $129.51, $131.94). Major sales on 02‑17 at weighted average prices ~ $242.68–$242.99 (footnotes list trade price ranges and weighted averages).
  • Shares acquired vs sold: Acquired ≈165,440 shares; Sold ≈107,784 shares; net increase ≈57,656 shares. (The filing excerpt provided does not state total shares held after the transactions.)
  • Footnotes / notable items: PSUs awarded 2/13/2023 converted on vesting (F1); several RSUs/awards from long‑term plans referenced (F3, F15). Shares were withheld to pay withholding taxes on vested awards (F2, F4). Some shares are held in a spousal lifetime access trust (F11). Several sales executed in multiple trades; weighted average prices reported (F7–F10).
  • Filing timeliness: The filing is flagged as late (L) per the provided transactionTimeliness indicator.

Context

  • This sequence is primarily an exercise/convert-and-sell pattern (cashless-style): Wolk exercised options / converted vested awards and sold portions of the resulting shares — a common way for executives to cover exercise costs and tax obligations while taking proceeds from vested equity.
  • Tax‑withholding dispositions (F2, F4) are routine and do not necessarily indicate a change in sentiment. These are executive transactions (not a >10% owner institutional trade).

Insider Transaction Report

Form 4
Period: 2026-02-13
JOHNSON & JOHNSONJNJ
Wolk Joseph J
Exec VP, CFO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-13+37,463→ 51,463 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-13$244.55/sh−15,948$3,900,083→ 35,515 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-02-13+1,779→ 37,294 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-13$244.55/sh−507$123,987→ 36,787 total
  • Exercise/Conversion

    Common Stock

    [F5]
    2026-02-15+1,971→ 38,758 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-15$243.45/sh−858$208,880→ 37,900 total
  • Exercise/Conversion

    Common Stock

    [F6]
    2026-02-15+1,878→ 39,778 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-15$243.45/sh−817$198,899→ 38,961 total
  • Exercise/Conversion

    Common Stock

    2026-02-17$115.67/sh+19,241$2,225,606→ 58,202 total
  • Sale

    Common Stock

    [F7]
    2026-02-17$242.99/sh−19,241$4,675,371→ 38,961 total
  • Exercise/Conversion

    Common Stock

    2026-02-17$129.51/sh+12,066$1,562,668→ 51,027 total
  • Sale

    Common Stock

    [F8]
    2026-02-17$242.87/sh−12,066$2,930,469→ 38,961 total
  • Exercise/Conversion

    Common Stock

    2026-02-17$131.94/sh+33,386$4,404,949→ 72,347 total
  • Sale

    Common Stock

    [F9]
    2026-02-17$242.75/sh−33,386$8,104,452→ 38,961 total
  • Sale

    Common Stock

    [F10]
    2026-02-17$242.68/sh−24,961$6,057,535→ 14,000 total
  • Exercise/Conversion

    Performance Share Units

    [F1]
    2026-02-13−37,463→ 0 total
    From: 2026-02-13→ Common Stock (37,463 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F3]
    2026-02-13−1,779→ 0 total
    → Common Stock (1,779 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F5][F13]
    2026-02-15−1,971→ 1,971 total
    → Common Stock (1,971 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F6][F13]
    2026-02-15−1,878→ 3,754 total
    → Common Stock (1,878 underlying)
  • Award

    Employee Stock Options (Right to Buy)

    [F14]
    2026-02-15+53,793→ 53,793 total
    Exercise: $243.45Exp: 2036-02-15→ Common Stock (53,793 underlying)
  • Award

    Restricted Share Units

    [F15][F13]
    2026-02-15+3,863→ 3,863 total
    → Common Stock (3,863 underlying)
  • Exercise/Conversion

    Employee Stock Options (Right to Buy)

    [F16]
    2026-02-17−19,241→ 0 total
    Exercise: $115.67From: 2020-02-13Exp: 2027-02-13→ Common Stock (19,241 underlying)
  • Exercise/Conversion

    Employee Stock Options (Right to Buy)

    [F16]
    2026-02-17−12,066→ 0 total
    Exercise: $129.51From: 2021-02-12Exp: 2028-02-11→ Common Stock (12,066 underlying)
  • Exercise/Conversion

    Employee Stock Options (Right to Buy)

    [F16]
    2026-02-17−33,386→ 33,000 total
    Exercise: $131.94From: 2022-02-12Exp: 2029-02-12→ Common Stock (33,386 underlying)
Holdings

  • Common Stock

    [F11]
    (indirect: By SLAT)
    68,835

  • Common Stock

    [F12]
    (indirect: By 401(k))
    2,173
Footnotes (16)
  • [F1]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.
  • [F10]This transaction was executed in multiple trades at prices ranging from $242.59 to $242.815. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  • [F11]Held in a spousal lifetime access trust, of which the reporting person's spouse is the trustee and beneficiary.
  • [F12]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).
  • [F13]Each RSU represents a contingent right to receive one share of Company Common Stock.
  • [F14]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.
  • [F15]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.
  • [F16]Awarded under Issuer's Long-Term Incentive Plan. The Stock Option Award vests and is exercisable one day after the third anniversary of the grant date.
  • [F2]Shares withheld for payment of taxes upon vesting of PSUs.
  • [F3]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.
  • [F4]Shares withheld for payment of taxes upon vesting of RSUs.
  • [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]This transaction was executed in multiple trades at prices ranging from $242.94 to $243.11. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  • [F8]This transaction was executed in multiple trades at prices ranging from $242.85 to $242.97. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  • [F9]This transaction was executed in multiple trades at prices ranging from $242.71 to $242.92. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
Signature
/s/ Joleen Morgan, as attorney-in-fact for Joseph J. Wolk|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771467131.xmlPrimary

    FORM 4