Swanson James D. 4

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.