Form 4: J&J Director Acquires Deferred Share Units
Insider Transaction Report
Johnson & Johnson Director Daniel E. Pinto acquired 154.611 Deferred Share Units as part of a compensation deferral plan.
Summary
- Daniel E. Pinto, a Director at Johnson & Johnson (JNJ), acquired 154.611 Deferred Share Units (DSUs) on December 9, 2025.
- The acquisition was made under the Issuer's Amended and Restated Deferred Fee Plan for Directors, allowing for the deferral of a cash retainer.
- Each DSU represents the fair market value of one share of Common Stock, with an implied price of $202.12 per unit at the time of transaction.
- DSUs are to be settled in cash upon the termination of Mr. Pinto's directorship.
- Following this transaction, Daniel E. Pinto beneficially owns 331.233 Deferred Share Units.
- The total number of DSUs includes dividend equivalent rights accrued in connection with Johnson & Johnson's quarterly dividends.
Sentiment
Score: 6
Explanation: Slightly positive, as it indicates a director's continued commitment and participation in a compensation plan tied to the company's performance, aligning interests with shareholders.
Positives
- The acquisition of Deferred Share Units by a director demonstrates continued alignment of interests between management and shareholders, as the value of these units is tied to the company's stock performance.
- Participation in the Deferred Fee Plan for Directors indicates a structured approach to executive compensation and retention.
Negatives
- The DSUs are settled in cash upon termination of directorship, meaning they do not represent direct equity ownership or voting rights in the company.
Future Outlook
This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This insider transaction is a routine disclosure related to director compensation and does not provide specific insights into broader industry trends or competitive landscape for the pharmaceutical and consumer health sectors.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Plan Utilization | Daniel E. Pinto acquired Deferred Share Units under the Issuer's Amended and Restated Deferred Fee Plan for Directors, which allows for the deferral of cash retainers. | 12/09/2025 | This reflects the ongoing operation of a structured director compensation plan designed to align director interests with long-term shareholder value through equity-linked incentives, albeit settled in cash. |
Stakeholder Impact
- Shareholders: The transaction demonstrates a director's continued investment in the company's performance through equity-linked compensation, potentially signaling confidence in future value creation.
Key Dates
| Date | Description |
|---|---|
| 12/09/2025 | Date of transaction for the acquisition of Deferred Share Units. |
| 12/11/2025 | Date the Form 4 was signed by Joleen Morgan, attorney-in-fact for Daniel E. Pinto. |
Keywords
Johnson & Johnson, JNJ, Deferred Share Units, DSU, Insider Transaction, Director Compensation, SEC Form 4, Beneficial Ownership
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