Swanson James D. 4
4 · JOHNSON & JOHNSON · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
JNJ EVP/CIO James Swanson Exercises Options and Sells Shares
What Happened
- James D. Swanson, EVP and Chief Investment Officer of Johnson & Johnson (JNJ), exercised stock awards/options and sold shares in multiple transactions between Feb 13–17, 2026.
- He exercised 62,080 option-type shares (exercise prices: $162.75, $164.62, $165.89) by paying about $10.20M in aggregate exercise/costs, then sold those 62,080 shares in the open market for aggregate proceeds of about $15.11M. Proceeds from those sales were reported at weighted-average prices near $242.70–$243.76.
- In addition, 4,213 shares were disposed to cover tax withholding on vested RSUs/PSUs (reported proceeds ≈ $1.03M). Combined reported proceeds from all disposals were about $16.14M. He also received new RSU awards on Feb 15, 2026 (19,449 and 1,397 RSUs) that vest over three years.
Key Details
- Dates and prices:
- Exercises (M): 19,368 @ $165.89; 22,191 @ $162.75; 20,521 @ $164.62 (paid ≈ $10.20M total).
- Open-market sales (S): 19,368 @ $243.76 (≈ $4.72M); 22,191 @ $243.71 (≈ $5.41M); 20,521 @ $242.70 (≈ $4.98M). Some reported as multiple trades with small price ranges (see footnotes F5, F6, F9).
- Tax-withholding disposals (F): 143, 3,547, 214, 309 shares at ~$243–$244.55 (≈ $1.03M total) to satisfy withholding on vested awards.
- Awards and vesting: RSUs/PSUs were involved. Footnotes indicate RSUs/PSUs awarded under the Issuer’s Long-Term Incentive Plan vest over multiple years (see F1–F4, F7–F8, F11–F13). Some conversions show $0 acquisition price (RSU/PSU vesting).
- Transaction codes: M = exercise/conversion of derivative (options/RSU/PSU); S = open-market sale; F = shares withheld/sold to pay tax liabilities; A = award/grant.
- Shares owned after the transactions: not specified in the summary data provided — see the SEC filing for post-transaction holdings.
- Filing timeliness: Form filed Feb 18, 2026 for trades dated Feb 13–17; Form 4s are normally due within two business days of the transaction—review the filed Form 4 for any timeliness note.
Context
- These were primarily option/award exercises followed by immediate sales — effectively a cashless exercise pattern (exercised stock and sold shares, with some shares sold to cover taxes). That pattern is common for executives converting compensation into cash or covering tax obligations.
- Sales do not necessarily indicate a change in company outlook; they can be routine (exercise + tax withholding + partial sale). For interpretation, check overall insider holdings and company disclosures.
Insider Transaction Report
Form 4
Swanson James D.
EVP, CIO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-13+447→ 19,298.131 total - Tax Payment
Common Stock
[F2]2026-02-13$244.55/sh−143$34,971→ 19,155.131 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+9,412→ 28,567.131 total - Tax Payment
Common Stock
[F4]2026-02-13$244.55/sh−3,547$867,419→ 25,020.131 total - Exercise/Conversion
Common Stock
2026-02-13$165.89/sh+19,368$3,212,958→ 44,388.131 total - Sale
Common Stock
[F5]2026-02-13$243.76/sh−19,368$4,721,144→ 25,020.131 total - Exercise/Conversion
Common Stock
2026-02-13$162.75/sh+22,191$3,611,585→ 47,211.131 total - Sale
Common Stock
[F6]2026-02-13$243.71/sh−22,191$5,408,169→ 25,020.131 total - Exercise/Conversion
Common Stock
[F7]2026-02-15+492→ 25,512.131 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−214$52,098→ 25,298.131 total - Exercise/Conversion
Common Stock
[F8]2026-02-15+709→ 26,007.131 total - Tax Payment
Common Stock
[F2]2026-02-15$243.45/sh−309$75,226→ 25,698.131 total - Exercise/Conversion
Common Stock
2026-02-17$164.62/sh+20,521$3,378,167→ 46,219.131 total - Sale
Common Stock
[F9]2026-02-17$242.70/sh−20,521$4,980,447→ 25,698.131 total - Exercise/Conversion
Restricted Share Units
[F1]2026-02-13−447→ 0 total→ Common Stock (447 underlying) - Exercise/Conversion
Performance Share Units
[F3]2026-02-13−9,412→ 0 totalFrom: 2026-02-13→ Common Stock (9,412 underlying) - Exercise/Conversion
Employee Stock Options (Right to Buy)
[F10]2026-02-13−19,368→ 0 totalExercise: $165.89From: 2025-02-14Exp: 2032-02-14→ Common Stock (19,368 underlying) - Exercise/Conversion
Employee Stock Options (Right to Buy)
[F11]2026-02-13−22,191→ 0 totalExercise: $162.75Exp: 2033-02-13→ Common Stock (22,191 underlying) - Exercise/Conversion
Restricted Share Units
[F7][F12]2026-02-15−492→ 491 total→ Common Stock (492 underlying) - Exercise/Conversion
Restricted Share Units
[F8][F12]2026-02-15−709→ 1,418 total→ Common Stock (709 underlying) - Award
Employee Stock Options (Right to Buy)
[F11]2026-02-15+19,449→ 19,449 totalExercise: $243.45Exp: 2036-02-15→ Common Stock (19,449 underlying) - Award
Restricted Share Units
[F13][F12]2026-02-15+1,397→ 1,397 total→ Common Stock (1,397 underlying) - Exercise/Conversion
Employee Stock Options (Right to Buy)
[F10]2026-02-17−20,521→ 0 totalExercise: $164.62From: 2024-02-08Exp: 2031-02-08→ Common Stock (20,521 underlying)
Footnotes (13)
- [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 vested and was exercisable on the third anniversary of the grant date.
- [F11]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.
- [F12]Each RSU represents a contingent right to receive one share of Company Common Stock.
- [F13]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]This transaction was executed in multiple trades at prices ranging from $243.74 to $243.85. 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.
- [F6]This transaction was executed in multiple trades at prices ranging from $243.64 to $243.895. 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.
- [F7]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.
- [F8]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.
- [F9]This transaction was executed in multiple trades at prices ranging from $242.69 to $242.85. 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 James Swanson|2026-02-18