HEWSON MARILLYN A 4

What Happened

• Marillyn A. Hewson, a director of Johnson & Johnson (JNJ), was granted Deferred Share Units (DSUs) as part of director compensation. The filing reports two DSU acquisitions: 75.256 DSUs at $166.10/share for $12,500 (dated 2025-03-04) and 206.492 DSUs at $242.14/share for $50,000 (dated 2026-03-10). These are awards (transaction code A), not open-market purchases or sales.

Key Details

• Transaction dates and amounts:
  • 2025-03-04 — 75.256 DSUs @ $166.10 = $12,500 (per footnote, this award was not previously reported)
  • 2026-03-10 — 206.492 DSUs @ $242.14 = $50,000
• Derivative nature: DSUs are derivative awards settled in cash upon termination of directorship; each DSU equals the fair market value of one share on the business day before settlement (Footnote F1).
• Dividend equivalents: The DSUs include accrued dividend-equivalent rights (Footnote F2).
• Reason: DSUs were acquired for deferral of cash retainer under the Issuer’s Deferred Fee Plan for Directors (Footnotes F1, F3).
• Shares owned after transaction: Not specified in the filing.
• Timeliness: The 2025-03-04 DSU award was disclosed as not previously reported (late report for that transaction); the filing was submitted on 2026-03-12.

Context

• DSUs are a common form of director compensation that defers cash pay and ties value to the company share price but are typically settled in cash at departure; they are not the same as buying stock on the open market and do not by themselves indicate an immediate bullish or bearish trade.
• For retail investors, these awards are routine compensation activity for non-employee directors; note the late reporting of the 2025 grant reduces short-term transparency but does not change the economic nature of the award.