02/18/2026 | Press release | Distributed by Public on 02/18/2026 20:12
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (1) | 02/13/2026 | M | 651 | (1) | (1) | Common Stock | 651 | $ 0 | 0 | D | ||||
| Performance Share Units | (3) | 02/13/2026 | M | 13,706 | 02/13/2026 | (3) | Common Stock | 13,706 | $ 0 | 0 | D | ||||
| Restricted Share Units | (5) | 02/15/2026 | M | 606 | (5) | (5) | Common Stock | 606 | $ 0 | 606(9) | D | ||||
| Restricted Share Units | (6) | 02/15/2026 | M | 635 | (6) | (6) | Common Stock | 635 | $ 0 | 1,268(9) | D | ||||
| Employee Stock Options (Right to Buy) | $243.45 | 02/15/2026 | A | 16,945 | (10) | 02/15/2036 | Common Stock | 16,945 | $ 0 | 16,945 | D | ||||
| Restricted Share Units | (11) | 02/15/2026 | A | 1,217 | (11) | (11) | Common Stock | 1,217 | $ 0 | 1,217(9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wengel Kathryn E ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933 |
EVP, Chief TO and Risk Officer | |||
| /s/ Joleen Morgan, as attorney-in-fact for Kathryn E. Wengel | 02/18/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 13, 2023 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting. |
| (2) | Shares withheld for payment of taxes upon vesting of RSUs. |
| (3) | Performance Share Units (PSUs) awarded under Issuer's Long-Term Incentive Plan on February 13, 2023. The PSUs convert into shares of Common Stock upon vesting. |
| (4) | Shares withheld for payment of taxes upon vesting of PSUs. |
| (5) | Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2024 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSU convert into shares of Common Stock upon vesting. |
| (6) | Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2025 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting on a one for one basis. |
| (7) | 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 (1/31/2026). |
| (8) | Shares held by ESOP under the Johnson & Johnson Savings Plan as of the Plan's most recent reporting date (1/31/2026). |
| (9) | Each RSU represents a contingent right to receive one share of Company Common Stock. |
| (10) | Awarded under Issuer's Long-Term Incentive Plan. The Stock Option Award vests in three equal annual installments beginning on the first anniversary of the grant date. |
| (11) | Awarded under Issuer's Long-Term Incentive Plan. The Restricted Share Units (RSUs) awarded on February 15, 2026 vest in three annual equal installments beginning on the first anniversary of the grant date. The RSUs convert into shares of Common Stock upon vesting on a one for one basis. |