Form 4: JNJ VP Controller Reports Routine Equity Transactions

Johnson & Johnson's VP Corporate Controller, Robert J. Decker, reported multiple equity transactions including RSU and PSU conversions, tax withholdings, and new stock option grants.

Summary

• Robert J. Decker, VP Corporate Controller of Johnson & Johnson (JNJ), reported changes in his beneficial ownership of common stock and derivative securities.
• On February 13, 2026, 312 Restricted Share Units (RSUs) and 2,741 Performance Share Units (PSUs) from awards granted on February 13, 2023, vested and converted into common stock.
• Shares were withheld for tax payments on February 13, 2026: 104 shares at $244.55 each for RSUs and 762 shares at $244.55 each for PSUs.
• On February 15, 2026, 339 RSUs from an award granted on February 15, 2024, and 344 RSUs from an award granted on February 15, 2025, vested and converted into common stock.
• Shares were withheld for tax payments on February 15, 2026: 94 shares at $243.45 each for the 2024 RSUs and 95 shares at $243.45 each for the 2025 RSUs.
• Decker was granted 4,871 Employee Stock Options and 700 Restricted Share Units (RSUs) on February 15, 2026, under the Issuer's Long-Term Incentive Plan.
• Following these transactions, Decker's direct beneficial ownership of common stock is 23,682 shares.
• Indirect holdings include 134 shares held by ESOP and 642 shares held by 401k as of January 31, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, reflecting ongoing executive alignment with shareholder interests through routine equity compensation and vesting, without indicating any unusual or concerning activity.

Positives

• The vesting of Restricted Share Units (RSUs) and Performance Share Units (PSUs) indicates the successful achievement of time-based or performance-based conditions.
• The grant of new stock options (4,871) and Restricted Share Units (700) aligns management incentives with the company's long-term performance and shareholder value creation.

Negatives

• Shares were withheld for tax payments upon vesting, which is a standard practice but reduces the net number of shares added to beneficial ownership.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that executive equity compensation, including Restricted Share Units (RSUs), Performance Share Units (PSUs), and stock options, is a standard practice across the pharmaceutical and consumer health industries. These plans are designed to align executive interests with long-term shareholder value by tying a significant portion of compensation to company performance and stock price appreciation.

Comparison to Industry Standards

• Equity compensation structures, such as those used by Johnson & Johnson, are common among large-cap pharmaceutical companies like Pfizer (PFE), Merck (MRK), and Novartis (NVS).
• The use of RSUs and PSUs with multi-year vesting schedules is a standard practice to promote long-term retention and performance among executives.
• Tax withholding upon vesting is a typical mechanism for executives to cover tax liabilities without needing to sell additional shares on the open market, a practice observed across various industries.

Stakeholder Impact

• Shareholders: The equity compensation aligns executive incentives with long-term shareholder value.
• Employees: The filing reflects standard executive compensation practices within the company.

Next Steps

• Future vesting of remaining Restricted Share Units (RSUs) and Performance Share Units (PSUs) from the 2023, 2024, 2025, and 2026 awards.
• Potential exercise of newly granted stock options before their expiration date of February 15, 2036.

Key Dates

Recommendation

This Form 4 filing details routine equity compensation events for a corporate officer, including the vesting of previously granted awards and the grant of new awards. Such transactions are standard practice for executive incentive plans and do not typically indicate a fundamental change in the company's prospects or warrant a change in investment recommendation. It reinforces management's long-term alignment but offers no new information to alter a 'hold' stance.

Keywords

Johnson & Johnson, JNJ, Form 4, Insider Trading, Equity Compensation, Restricted Share Units, Performance Share Units, Stock Options, Executive Compensation, Beneficial Ownership