REED JOHN C 4

What Happened

• John C. Reed, EVP, Innovative Medicine, R&D at Johnson & Johnson, had 25,255 restricted share units (RSUs) convert into common stock on May 1, 2026. Of those vested shares, 11,002 shares were withheld/disposed to cover tax obligations at $229.85 per share, netting approximately $2,528,810. The RSU conversion is reported as an exercise/conversion of a derivative (code M) and the withholding is reported under payment of tax liability (code F).

Key Details

• Transaction date: May 1, 2026; Filing date: May 4, 2026 (no late‑file flag reported).
• Conversion: 25,255 RSUs converted to 25,255 shares (reported at $0.00 acquisition price).
• Tax withholding: 11,002 shares withheld/disposed at $229.85 each = $2,528,810.
• Footnotes: F1 — RSUs were awarded under the issuer’s Long‑Term Incentive Plan on May 1, 2023 and vest in three equal annual installments beginning May 1, 2024. F2 — Shares were withheld to pay taxes upon vesting.
• Shares owned after transaction: not specified in the disclosed transactions.

Context

• This was a routine RSU vesting and tax withholding (a cashless withholding), not an open‑market sale or purchase. Converting RSUs to shares and withholding some to cover taxes is common compensation mechanics and does not by itself signal a buy or sell intent. The filings show conversion of derivative awards (code M) and tax withholding (code F).