McClellan Mark B. 4

What Happened
Mark B. McClellan, a director of Johnson & Johnson (JNJ), received an award of 975 deferred share units (DSUs) on 2026-04-23. The Form 4 reports the grant as 975 units at $0.00 per unit (derivative grant); the DSUs represent a future cash payment equal to the fair market value of one share each on the settlement date rather than immediate common stock ownership.

Key Details

• Transaction date: 2026-04-23; Form 4 filed: 2026-04-27 (filed within normal reporting timeframe).
• Transaction type/code: Award/Grant (A); derivative instrument (DSUs).
• Reported price: $0.00 per unit in the filing (typical for DSU grants); no immediate dollar value or share-for-share issuance reported.
• Quantity: 975 DSUs granted.
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes:
  • F1 — DSUs were granted under the Issuer’s Amended and Restated Deferred Fee Plan for Directors and are payable in cash upon termination of the director’s service; each DSU equals the fair market value of one share at settlement.
  • F2 — DSUs include accrued dividend equivalent rights tied to the issuer’s quarterly dividend.

Context
DSU grants are a common form of deferred compensation for non-employee directors and are typically settled in cash when the director leaves the board; they do not represent immediate voting shares. Such awards are routine compensation and should be interpreted as deferred pay rather than a direct buy or sell signal.