Decker Robert J 4

What Happened

• Robert J. Decker, Vice President & Corporate Controller of Johnson & Johnson (JNJ), was awarded 2,741 performance share units (PSUs) on February 9, 2026. The Form 4 reports the acquisition as a derivative award at $0.00 (code A).
• The filing shows the award quantity (2,741 PSUs) but does not report a cash value; PSUs convert into common shares only if and when they vest, so no immediate stock was purchased or sold.

Key Details

• Transaction date: 2026-02-09; Form 4 filed: 2026-02-11.
• Reported amount: 2,741 PSUs; reported price: $0.00 (derivative award).
• Shares owned after transaction: not stated in the provided filing details.
• Footnotes:
  • F1: These are Performance Share Units awarded under the issuer’s Long-Term Incentive Plan (original grant date Feb 13, 2023) that convert into common stock upon vesting.
  • F2: The 2,741 PSUs reflect the target number originally granted in 2023 adjusted based on performance results certified Feb 9, 2026.
• Timeliness: Filing covers a Feb 9 transaction and was filed Feb 11, 2026, which appears to be within the typical Form 4 reporting window.

Context

• PSUs are performance-based restricted awards that only become actual shares if vesting and any performance conditions are met; they are different from open-market purchases or immediate sales. Because this is an award (derivative) rather than a cash purchase or sale, it does not by itself signal buying or selling in the market. The economic value realized will depend on future vesting and Johnson & Johnson’s share price at conversion.