JOHNSON & JOHNSON·4

Jun 12, 5:23 PM ET

Wengel Kathryn E 4

4 · JOHNSON & JOHNSON · Filed Jun 12, 2026

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Johnson & Johnson (JNJ) EVP Kathryn Wengel Exercises Options, Sells Shares

What Happened
Kathryn E. Wengel, EVP and Chief TO and Risk Officer at Johnson & Johnson, exercised stock options to acquire 10,000 JNJ shares at $115.67 per share (cost $1,156,700) on 2026-06-11, and sold 10,000 JNJ shares in an open-market transaction the same day for reported proceeds of $2,411,500 (reported price $241.15 per share). The filing also shows a derivative disposition of 10,000 shares at $0, reflecting the conversion/settlement mechanics of the option exercise.

Key Details

  • Transaction date: 2026-06-11. Form 4 filed 2026-06-12 (filed timely).
  • Exercise: 10,000 shares at $115.67 — total cost $1,156,700.
  • Sale: 10,000 shares — reported proceeds $2,411,500 (listed at $241.15/share). Footnote F1 states the sale was executed in multiple trades at prices ranging $240.14–$240.19; the filing reports a weighted average sale price and offers to provide trade-level detail on request.
  • Derivative line: 10,000 shares shown disposed at $0 — reflects the option exercise/conversion reporting.
  • Shares owned after transaction: not specified in this Form 4.
  • Relevant footnotes: F4 indicates the options were awarded under the issuer’s Long-Term Incentive Plan (award vests/exercisable on the third anniversary of grant). F2/F3 reference shares held/accumulated in the Johnson & Johnson Savings Plan and dividend reinvestment (plan reporting as of 5/31/2026).

Context

  • This was an exercise followed by an immediate sale (common “cashless” pattern): proceeds from the sale exceed the exercise cost by roughly $1.25M before taxes and fees (2,411,500 − 1,156,700 = 1,254,800).
  • Such exercises with simultaneous sales are routine for executives converting vested option value to cash and do not by themselves indicate a change in company outlook.
  • This is not a 10% owner filing; it reports an officer’s regular equity activity under the LTIP.

Insider Transaction Report

Form 4
Period: 2026-06-11
Wengel Kathryn E
EVP, Chief TO and Risk Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-06-11$115.67/sh+10,000$1,156,700124,287.874 total
  • Sale

    Common Stock

    [F1]
    2026-06-11$241.15/sh10,000$2,411,500114,287.874 total
  • Exercise/Conversion

    Employee Stock Options (Right to Buy)

    [F4]
    2026-06-1110,00032,965 total
    Exercise: $115.67From: 2020-02-13Exp: 2027-02-13Common Stock (10,000 underlying)
Holdings
  • Common Stock

    [F2]
    (indirect: By ESOP)
    281
  • Common Stock

    [F3]
    (indirect: By 401(k))
    90
Footnotes (4)
  • [F1]This transaction was executed in multiple trades at prices ranging from $240.14 to $240.19. 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.
  • [F2]Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (5/31/2026).
  • [F3]Includes shares accrued due to dividend reinvestment in the Johnson & Johnson Stock Fund under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (5/31/2026).
  • [F4]Awarded under Issuer's Long-Term Incentive Plan. The Stock Option Award vests and is exercisable on the third anniversary of the grant date.
Signature
/s/ Joleen Morgan, as attorney-in-fact for Kathryn E. Wengel|2026-06-12

Documents

1 file
  • 4
    wk-form4_1781299408.xmlPrimary

    FORM 4