News & Events

Results of operations and financial condition On April 14, 2026, Johnson & Johnson issued the attached press release (Exhibit 99.1) announcing its sales and earnings for the first quarter ended March 29, 2026.

Other Events On April 14, 2026, Johnson & Johnson issued the attached press release (Exhibit 99.3) announcing that its Board of Directors declared a 3.1% increase in the quarterly dividend, from $1.30 per share to $1.34 per share, marking the 64th year of consecutive increases. At the new rate, the indicated dividend on an annual basis is $5.36 per share compared to the previous rate of $5.20 per share. The next quarterly dividend is payable on June 9, 2026 to shareholders of record at the cl…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. D. Adamczyk notified the Company that he intends to retire from the Company’s Board of Directors in connection with an announcement on April 23 rd that he will join Goldman Sachs as a Partner. The retirement will be effective May 31, 2025. His retirement is for personal reasons and not as a result of any disagreement with management on any matter r…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 10, 2024, D. S. Davis retired as a Director of Johnson & Johnson after the successful transition of Audit Committee Chair responsibilities to D. Adamczyk. His retirement is for personal reasons and not as a result of any disagreement with management on any matter relating to the Company ’ s operations, policies, or practices.

Completion of Acquisition or Disposition of Assets On August 23, 2023, Johnson & Johnson completed its previously announced split-off exchange offer of 1,533,830,450 shares of common stock of Kenvue Inc. (“Kenvue”), pursuant to which Johnson & Johnson accepted an aggregate of 190,955,435 shares of Johnson & Johnson common stock from its shareholders in exchange for 1,533,830,450 shares of Kenvue common stock owned by Johnson & Johnson.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Upon the closing of the initial public offering of Kenvue Inc., Thibaut Mongon will cease to be Executive Vice President, Worldwide Chairman, Consumer Health and member of the Executive Committee of Johnson & Johnson and will continue his role as Chief Executive Officer of Kenvue Inc.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 31, 2023, Ian E. L. Davis retired as a Director of Johnson & Johnson. As disclosed in the Company’s Definitive Proxy Statement filed March 15, 2023, Mr. Davis previously intended to not stand for re-election at the Company’s Annual Shareholder Meeting in keeping with the Company’s refreshment criteria for the Board of Directors. His retirement is for personal reasons and not as a r…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information included in the third bullet under Item 5.07(b) below is incorporated herein by reference.

Other Events. On January 28, 2022, Johnson & Johnson (the Company) determined that it will record an intangible asset impairment charge related to an in-process research and development asset, bermekimab (JnJ-77474462), an investigational drug for the treatment of Atopic Dermatitis (AD) and Hidradenitis Suppurativa (HS). The Company acquired all rights to bermekimab from XBiotech, Inc. in fiscal year 2020. Additional information regarding efficacy through the clinical trial became available w…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced by Johnson & Johnson (the “Company”) on August 19, 2021, effective as of January 3, 2022, Joaquin Duato, previously Vice Chairman of the Company’s Executive Committee, assumed the role of Chief Executive Officer (“CEO”) of the Company and has been appointed as a member of the Company’s Board of Directors (the “Board”). Alex…