Wengel Kathryn E 4
4 · JOHNSON & JOHNSON · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Johnson & Johnson (JNJ) EVP Kathryn Wengel Exercises Awards; Shares Withheld
What Happened
- Kathryn E. Wengel, EVP and Chief TO and Risk Officer at Johnson & Johnson, had restricted/ performance equity convert to common stock on Feb 13 and Feb 15, 2026 (reported on a Form 4 filed 2026-02-18). She acquired 15,598 shares via conversion/exercise of derivative awards and had 7,266 shares withheld to satisfy tax withholding, generating proceeds (withheld value) of approximately $1,776,202. In addition, Wengel received new RSU grants on Feb 15, 2026 totaling 18,162 RSUs (these are awards that vest in future periods).
Key Details
- Transaction dates/prices:
- Feb 13, 2026: Converted 14,357 shares (651 + 13,706); 6,631 shares withheld for taxes at $244.55 per share (withheld value ≈ $1,621,611).
- Feb 15, 2026: Converted 1,241 shares (606 + 635); 635 shares withheld for taxes at $243.45 per share (withheld value ≈ $154,591).
- Total converted/acquired: 15,598 shares. Total withheld for taxes: 7,266 shares (≈ $1,776,202).
- New grants (awards) on Feb 15, 2026: 16,945 RSUs and 1,217 RSUs (total 18,162 RSUs) — these are subject to multi‑year vesting.
- Shares owned after the transaction: not specified in the filing.
- Notable footnotes: conversions relate to RSUs/PSUs awarded under the company’s Long‑Term Incentive Plan (some awards dated 2/13/2023); shares were withheld to cover tax obligations (cashless/withholding treatment). RSU grants vest in three equal annual installments (see footnotes F1, F3, F11, F2/F4 for withholding).
- Filing timeliness: Form filed 2026-02-18 covering transactions on 2/13 and 2/15/2026; the filing does not indicate a late‑file (“L”) flag in the materials provided here.
Context
- These transactions are compensation‑related (vesting/conversion of RSUs/PSUs and new RSU awards) rather than open‑market buys or discretionary sales. The withholding of shares to satisfy taxes is a routine, administrative step (cashless/withholding) and does not necessarily signal a change in insider sentiment. Purchases (buys) tend to be more informative than routine vesting/withholding events.
Insider Transaction Report
Form 4
Wengel Kathryn E
EVP, Chief TO and Risk Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-13+651→ 106,606.874 total - Tax Payment
Common Stock
[F2]2026-02-13$244.55/sh−217$53,067→ 106,389.874 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+13,706→ 120,095.874 total - Tax Payment
Common Stock
[F4]2026-02-13$244.55/sh−6,414$1,568,544→ 113,681.874 total - Exercise/Conversion
Common Stock
[F5]2026-02-15+606→ 114,287.874 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−310$75,470→ 113,977.874 total - Exercise/Conversion
Common Stock
[F6]2026-02-15+635→ 114,612.874 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−325$79,121→ 114,287.874 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][F9]2026-02-15−606→ 606 total→ Common Stock (606 underlying) - Exercise/Conversion
Restricted Share Units
[F6][F9]2026-02-15−635→ 1,268 total→ Common Stock (635 underlying) - Award
Employee Stock Options (Right to Buy)
[F10]2026-02-15+16,945→ 16,945 totalExercise: $243.45Exp: 2036-02-15→ Common Stock (16,945 underlying) - Award
Restricted Share Units
[F11][F9]2026-02-15+1,217→ 1,217 total→ Common Stock (1,217 underlying)
Holdings
- 86(indirect: By 401(k))
Common Stock
[F7] - 281(indirect: By ESOP)
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]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).
- [F8]Shares held by ESOP 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 Kathryn E. Wengel|2026-02-18