JNJ 8-K Current Reports

Leadership ChangesExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Financial Results (Oct 13, 2026)

Johnson & Johnson reported third-quarter 2026 results (quarter ended September 27, 2026) with reported sales of $25.4 billion, up 5.9% year over year (6.0% operational, 6.1% adjusted operational). Growth was led by the U.S. (+9.1%) and Innovative Medicine (+7.7% reported, +8.0% adjusted operational), driven by TREMFYA, oncology franchises (DARZALEX, CARVYKTI, TECVAYLI, RYBREVANT/LAZCLUZE) and neuroscience (SPRAVATO, CAPLYTA), partially offset by the STELARA erosion (roughly 690 basis points of drag). MedTech grew 2.5%, with electrophysiology, Shockwave and contact lenses leading. GAAP profitability was sharply lower: net earnings fell 95.9% to $210 million and diluted EPS was $0.09, versus $2.12 a year ago. The decline reflects a one-time special charge of about $5.5 billion in litigation-related pre-tax adjustments tied to the proposed ovarian talc litigation resolution, plus IPR&D impairments of $339 million, Orthopaedics separation costs, and the Firefly Bio acquisition and Sail Biomedicines collaboration. Excluding these special items and intangible amortization, adjusted EPS was $2.59, down 7.5% from $2.80. Free cash flow was estimated at about $15.1 billion year to date. Management raised full-year 2026 guidance: estimated reported sales of $101.0-$101.4 billion (7.4% growth at midpoint, up from 7.3%) and adjusted EPS of $11.05-$11.15 (midpoint $11.10, up $0.06). Investors should weigh the strong top-line momentum against the large talc-related charge, the continued STELARA decline and the still-pending cash timing of the talc settlement, which the release does not fully quantify in this filing.

Oct 13, 2026 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Aug 4, 2026)

Johnson & Johnson (NYSE: JNJ) filed an 8-K on August 4, 2026 under Item 5.02 to announce the planned retirement of Jennifer Taubert, Executive Vice President and Worldwide Chairman of Innovative Medicine and a member of the Executive Committee, effective September 1, 2026. The filing reports a leadership succession rather than a financial event: no earnings, guidance, or capital allocation changes are disclosed in the report or its press release. Taubert is credited with growing the Innovative Medicine segment to more than $60 billion in annual revenue over a tenure of more than 21 years, and with overseeing commercial strategy, acquisitions, and the build-out of key therapeutic areas including oncology, immunology, neuroscience, and cardiovascular disease. Her successor, Tom Cavanaugh, is currently Company Group Chairman, North America, Innovative Medicine. He joined J&J in 2017 after nearly 15 years at Celgene, and will also join the Executive Committee effective September 1, 2026. The internal promotion suggests continuity in the segment's strategy. For investors, the key points are the orderly, planned nature of the transition, the choice of an internal successor with deep commercial experience, and the absence of any disclosed impact on financial results or outlook. The filing does not describe any change in compensation arrangements for either executive, so the practical significance is limited to watching whether the Innovative Medicine growth trajectory and pipeline execution continue under new leadership.

Aug 4, 2026 8-K

JOHNSON & JOHNSON 8-K Report, Regulation FD Disclosure (Jul 29, 2026)

On July 29, 2026, Johnson & Johnson disclosed two oncology and immunology transactions that together reduce its 2026 adjusted operational EPS and adjusted EPS guidance by approximately $0.64 at the midpoint. The Firefly Bio acquisition closed for $1 billion in cash and adds the Firelink degrader antibody conjugate (DAC) platform, aimed at KRAS-driven and other hard-to-treat solid tumors. The company will record an approximately $1 billion in-process R&D charge in Q3 2026 because the deal is accounted for as an asset acquisition, which accounts for about $0.46 of the 2026 dilution. The Sail Biomedicines agreements give J&J a collaboration on an in vivo CAR-T platform for immune-mediated diseases, initial payments of $785 million (including a $465 million equity investment), up to $140 million in contingent development milestones, and an exclusive option to acquire Sail for $2.58 billion. The Sail transaction contributes about $0.18 of 2026 dilution and about $1.28 of 2027 dilution, and the 2027 figure assumes milestone achievement and exercise of the option, so it is the most uncertain part of the update. Updated 2026 guidance sets adjusted operational EPS at $10.86-$11.01 (midpoint $10.94, down from $11.58, a 5.9% reduction) and adjusted EPS at $10.96-$11.11 (midpoint $11.04, down from $11.68). Adjusted operational sales growth guidance is maintained at 6.2%-6.8%, and the adjusted pre-tax operating margin is expected to fall about 150 bps versus the prior outlook. Investors should weigh the near-term earnings hit against the longer-term pipeline optionality, and the 2027 dilution is contingent on the Sail option being exercised.

Jul 29, 2026 8-K

JOHNSON & JOHNSON 8-K Report, Regulation FD Disclosure (Jul 28, 2026)

Johnson & Johnson disclosed in an 8-K filed July 28, 2026 (press release dated July 27, 2026) that it has reached a proposed agreement to comprehensively resolve the ovarian talc litigation with the plaintiff firms leading the federal Multi-District Litigation (MDL) and related state court proceedings. The deal is conditioned on, among other things, participation by plaintiff firms representing at least 95% of the remaining claims, and calls for per-claim payments with a total Company commitment of $5.5 billion. The first payment is capped at no more than $3 billion and is due in 2027, with no additional payments due before 2028. The company frames the agreement as an efficient end to litigation covering roughly 76,000 remaining ovarian talc claims. The announcement follows a July 22, 2026 MDL court ruling that ordered plaintiffs to show cause why remaining claims should not be dismissed for inability to prove specific causation, after plaintiffs withdrew their specific causation experts in two bellwether cases. Management attributes the settlement to this favorable development and says it remains confident it would have prevailed at trial, given its record in ovarian cases tried to date. The company also notes it previously settled about 95% of filed mesothelioma lawsuits, all state consumer protection claims, and all talc-supplier disputes. For investors, the key points are the size and timing of the commitment: $5.5 billion in total, with a first payment of up to $3 billion in 2027, which spreads cash outflows over multiple years. The filing does not disclose an accounting charge, reserve amount, or the effect on earnings, and the 95% participation threshold means completion is not assured. The release also includes standard forward-looking statement cautions, and the company states it cannot predict the timing or ultimate financial impact of the matter.

Jul 28, 2026 8-K

Shareholder MattersExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Financial Results (Jul 15, 2026)

Johnson & Johnson reported second-quarter 2026 results on July 15, 2026, with reported sales of $25.3 billion, up 6.6% year over year (5.6% operational, 5.7% adjusted operational growth). Growth was led by Innovative Medicine, where sales rose 7.8% reported, driven by DARZALEX, CARVYKTI, TREMFYA, TECVAYLI and CAPLYTA, partly offset by a steep decline in STELARA (down 55% reported) following biosimilar erosion. MedTech sales rose 4.5% reported, with the strongest contributions from wound closure, biosurgery, electrophysiology, Shockwave and contact lenses. GAAP EPS was $2.27, down 0.9%, as GAAP net earnings were roughly flat at $5.5 billion, weighed down by higher SG&A (up 9.2%), higher other expense (including litigation and Orthopaedics separation costs) and a higher effective tax rate of 18.0%. Adjusted EPS rose 4.7% to $2.90, and free cash flow was estimated at roughly $8.7 billion year to date versus $6.2 billion a year earlier. Management raised full-year 2026 guidance. Estimated reported sales are now $100.8B to $101.4B (midpoint $101.1B, up 7.3%, previously $100.8B midpoint), and adjusted EPS is $11.60 to $11.75 (midpoint $11.68, up $0.13). Adjusted operational EPS guidance rose $0.18 to a midpoint of $11.58. The company is also targeting more than $100 billion in annual revenue for the first time in its history. Note that the guidance midpoint for reported sales ($101.1B) is above the $100B target, and the raised guidance reflects a modest currency tailwind assumption embedded in the euro rate ($1.15 versus $1.17 previously). Key watch items include the STELARA erosion, a new supply chain restructuring program (estimated $650 to $750 million through 2029, with $200 million recorded in Q2), the ongoing Orthopaedics separation (which generated $258 million of pre-tax costs in the quarter), and continued litigation exposure. The disclosure is an Item 2.02 filing furnishing the earnings release and supplementary data; the 8-K itself contains no new financial statements beyond what is attached as exhibits.

Jul 15, 2026 8-K

JOHNSON & JOHNSON 8-K Report, Shareholder Vote Results (Apr 28, 2026)

Johnson & Johnson (JNJ) filed an 8-K on April 28, 2026, detailing the outcomes of its 2026 Annual Meeting of Shareholders held on April 23, 2026. The report indicates strong shareholder support for the company's slate of director nominees and its executive compensation practices. All 12 director nominees were elected to the Board of Directors, and the executive compensation, as described in the proxy statement, was approved on an advisory basis. Additionally, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2026, reflecting confidence in the company's governance and financial oversight. Notably, a shareholder proposal seeking to adopt a policy requiring an independent board chair was not approved. This outcome suggests that the current board structure and leadership model are favored by the majority of JNJ's shareholders. The detailed voting results for each item are provided in the filing, offering transparency into shareholder sentiment on key governance matters.

Apr 28, 2026 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Apr 14, 2026)

Johnson & Johnson reported first-quarter 2026 results on April 14, 2026, with reported sales up 9.9% to $24.1 billion (6.4% operational growth, 5.3% adjusted operational growth). Growth was led by Innovative Medicine, up 11.2% reported, driven by DARZALEX, CARVYKTI, ERLEADA, TREMFYA, and SPRAVATO, partly offset by a roughly 920 basis point drag from STELARA and a decline in IMBRUVICA. MedTech grew 7.7% reported, led by electrophysiology, Abiomed, and Shockwave. Currency contributed 3.5 points of reported growth, so underlying growth is more modest than the headline figure. GAAP net earnings fell 52.4% to $5.2 billion ($2.14 per diluted share) from $11.0 billion a year earlier, a comparison distorted by a large prior-year litigation-related gain of about $7.0 billion. On an adjusted basis, EPS was $2.70, down 2.5% from $2.77. Adjusted net earnings declined 1.4%, and free cash flow was roughly $1.5 billion versus $3.4 billion in the prior year. Management raised full-year 2026 guidance: estimated reported sales of $100.8 billion at the midpoint (up 7.0%) and adjusted EPS of $11.55 at the midpoint (up 7.1%), both up roughly half a point from January. The company also declared a 3.1% quarterly dividend increase to $1.34 per share, its 64th consecutive annual increase, with an ex-dividend date of May 26, 2026. Management highlighted regulatory approvals including ICOTYDE for plaque psoriasis, TECVAYLI plus DARZALEX FASPRO for relapsed/refractory multiple myeloma, and TECNIS PureSee, and announced an Enterprise Business Review for December 8, 2026. The filing also references the planned separation of the Orthopaedics business.

Apr 14, 2026 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Jan 21, 2026)

Johnson & Johnson reported fourth-quarter and full-year 2025 results on January 21, 2026 (quarter ended December 28, 2025). Q4 reported sales rose 9.1% to $24.6 billion, with operational growth of 7.1% and adjusted operational growth of 6.1% (excluding acquisitions/divestitures and currency). Q4 GAAP diluted EPS was $2.10 versus $1.41 a year earlier, while adjusted EPS was $2.46, up 20.6%. Both figures include a $(0.10) drag from the Halda Therapeutics acquisition. Full-year 2025 reported sales grew 6.0% to $94.2 billion, with adjusted operational growth of 4.2%. Full-year GAAP EPS was $11.03 (up 90.5%, helped by a large litigation-related pre-tax gain of about $6.0 billion), and adjusted EPS was $10.79 (up 8.1%). Free cash flow was approximately $19.7 billion, versus $19.8 billion in 2024. Growth was broad-based across both segments. Innovative Medicine rose 10.0% in Q4 and MedTech rose 7.5%. Full-year Innovative Medicine growth was driven by DARZALEX, CARVYKTI, ERLEADA, RYBREVANT/LAZCLUZE, TREMFYA, SPRAVATO and CAPLYTA, partly offset by a roughly 1,040 basis point drag from STELARA's loss of exclusivity. MedTech growth was led by electrophysiology, Abiomed and wound closure products. The company also flagged FDA submission of the OTTAVA robotic surgical system, the Halda acquisition, and a planned separation of its Orthopaedics business. For 2026, management guided to estimated reported sales of $100.0–$101.0 billion (midpoint $100.5 billion, +6.7%) and adjusted EPS of $11.43–$11.63 (midpoint $11.53, +6.9%). Guidance assumes a EUR/USD rate of $1.17. Investors should note that GAAP results are heavily affected by litigation items, so adjusted figures are more comparable year over year. The filing itself is a routine earnings 8-K (Item 2.02) and does not disclose new contingent liabilities or other non-earnings events.

Jan 21, 2026 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Oct 14, 2025)

Johnson & Johnson reported third-quarter 2025 results for the period ended September 28, 2025, with reported sales of $23.99 billion, up 6.8% year over year, and operational growth of 5.4% (adjusted operational growth of 4.4%, excluding acquisitions, divestitures and currency). Reported diluted EPS was $2.12, up 91%, but this was inflated by a large non-operating swing: other income of $478 million versus $1.8 billion of expense a year earlier, litigation-related charges of $2.4 billion in Q3 2024 that did not recur, and a $387 million gain on securities. Adjusted diluted EPS was $2.80, up 15.7%. Growth was led by Innovative Medicine (reported sales up 6.8% to $15.56 billion) with strong contributions from DARZALEX, CARVYKTI, TREMFYA and ERLEADA, offset by a roughly 1,070 basis-point drag from STELARA biosimilar erosion. MedTech sales rose 6.8% to $8.43 billion, led by electrophysiology, Abiomed and Shockwave. Management raised its full-year 2025 reported sales guidance to $93.5–$93.9 billion (midpoint $93.7 billion, up 5.7%) and kept adjusted EPS guidance at $10.80–$10.90 (midpoint $10.85), absorbing higher tax costs; the company noted an $874 million tax-related item in the quarter. Separately, Johnson & Johnson announced its intent to separate its Orthopaedics business, to be operated as a standalone company named DePuy Synthes with roughly $9.2 billion of FY2024 sales. The transaction is targeted for completion within 18 to 24 months and remains subject to conditions, board approval and regulatory approvals, and there is no assurance of timing or structure. Namal Nawana was named Worldwide President of DePuy Synthes effective immediately. For investors, the key takeaways are solid underlying top-line momentum in the pharmaceutical and surgical/cardiovascular franchises, a raised reported sales outlook, stable adjusted EPS guidance despite tax headwinds, and a portfolio-reshaping separation that management says will improve growth and margins in the remaining MedTech business. The separation is still early-stage, and near-term results will continue to be affected by STELARA erosion and the timing of the separation.

Oct 14, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Sep 9, 2025)

Johnson & Johnson's September 9, 2025 Form 8-K reports the election of John Morikis to its Board of Directors, announced September 8, 2025. Mr. Morikis is the retired Executive Chairman, President and Chief Executive Officer of The Sherwin-Williams Company, where he led the company from 2016 to 2024. The Board has determined that he meets the independence requirements of the NYSE Listed Company Manual. He will serve on the Audit Committee and the Compensation & Benefits Committee. This is a governance event, not a financial one. The filing contains no earnings, revenue, guidance, or balance sheet information, and it does not describe any change in JNJ's strategy or operations. Mr. Morikis will receive standard non-employee director compensation, as described in the Director Compensation section of the 2025 Proxy Statement, and the filing does not disclose specific pay terms. For investors, the appointment is a modest signal. Johnson & Johnson is adding an experienced public-company CEO with global operations and supply chain expertise, and placing him on the Audit and Compensation committees, which oversee financial reporting and executive pay. The impact on the stock is likely to be minimal.

Sep 9, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Jul 16, 2025)

Johnson & Johnson reported second-quarter 2025 results on July 16, 2025, with reported sales of $23.7 billion, up 5.8% year over year, and operational growth of 4.6%. Adjusted operational growth, which excludes acquisitions, divestitures and currency, was a more modest 3.0%. U.S. sales grew 7.8% while international sales rose only 3.2% (0.6% operational). Growth was led by MedTech, up 7.3% reported, and Innovative Medicine, up 4.9%. Within Innovative Medicine, STELARA's steep erosion (about 1,170 basis points of drag) was offset by growth in DARZALEX, CARVYKTI, TREMFYA and others. Reported GAAP EPS was $2.29, up 18.7%, while adjusted EPS was $2.77, down 1.8% from $2.82, with adjusted net earnings down 2.1%. The GAAP-to-adjusted gap was driven largely by $1.27 billion in intangible amortization and $246 million in acquisition-related costs. Management raised full-year 2025 guidance. Estimated reported sales growth at the midpoint rose to 5.4% (about $93.4 billion), and adjusted operational EPS guidance rose to $10.68 at the midpoint. Reported EPS guidance rose $0.25 to a midpoint of $10.85, though much of the increase reflects favorable foreign exchange and the timing of the Shockwave and Intra-Cellular acquisitions rather than purely operating momentum. Management guided to the operational sales midpoint rising to 4.8%, from 3.8% previously. Adjusted operational sales growth guidance rose to 3.5% from 2.5%. Management described an expected elevated second-half growth profile tied to pending approvals and submissions across oncology, depression, psoriasis, surgery and cardiovascular. The release also notes Q2 free cash flow of roughly $6.2 billion versus $7.5 billion a year earlier, a decline investors should monitor. Filing-level items are limited to routine disclosures: an earnings release furnished under Item 2.02 with exhibits 99.1 and 99.2, and the cover page in Inline XBRL. No material agreements, leadership changes requiring 8-K disclosure, or legal settlements are announced in the filing itself. The press release does note Daniel Pinto's election to the board. Investors should focus on the sharp deceleration in underlying growth ex-acquisitions, the STELARA biosimilar erosion, and whether the second-half acceleration materializes.

Jul 16, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Executive Changes (Jun 10, 2025)

On June 10, 2025, Johnson & Johnson (NYSE: JNJ) disclosed under Item 5.02 that Daniel Pinto, President of JPMorganChase, will join its Board of Directors effective July 1, 2025, serving on the Audit Committee and the Compensation & Benefits Committee. As a non-employee director, he will receive compensation as described in the Director Compensation section of the 2025 Proxy Statement. The filing carries no reported financial results, guidance changes, or operational updates, so its significance for investors is primarily governance-related. The filing also discloses a related-party relationship that investors should weigh. Mr. Pinto is currently JPMorganChase's President and will become Vice Chairman from July 1, 2025 through his retirement at the end of 2026. JPMorganChase provides banking services to J&J, and in fiscal 2024 J&J paid the bank approximately $39.2 million for routine banking fees, supplier financing, short-term debt instruments, and M&A advisory services. The amount is modest relative to J&J's scale, but a board member with a continuing commercial relationship to a key financial services provider sitting on the Audit Committee warrants attention regarding independence and conflict-of-interest oversight. From a broader perspective, the appointment brings a seasoned capital markets executive with more than three decades of experience at JPMorganChase and its predecessors, including leadership of the Corporate & Investment Bank and Global Fixed Income. Management characterized the addition as strengthening financial expertise and global capital markets perspective on the board. The 8-K does not indicate any change to J&J's financial outlook, capital allocation, or pipeline, and investors should expect the board's independence assessment to be detailed in the forthcoming proxy materials.

Jun 10, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Apr 30, 2025)

Johnson & Johnson (JNJ) filed an 8-K on April 29, 2025, reporting on the company's 2025 Annual Meeting of Shareholders held on April 24, 2025. The report details the outcomes of various shareholder votes, including the election of all 11 director nominees and the advisory approval of executive compensation. Notably, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025 was ratified. The filing also announced the upcoming retirement of board member D. Adamczyk, effective May 31, 2025, due to his decision to join Goldman Sachs as a Partner. This departure is stated to be for personal reasons and not a result of any disagreement with the company's management.

Apr 30, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Apr 15, 2025)

Johnson & Johnson reported first-quarter 2025 results on April 15, 2025, with reported sales of $21.9 billion, up 2.4% year over year, and operational growth of 4.2%. Adjusted operational growth, which excludes acquisitions, divestitures, and currency, was 3.3%. GAAP diluted EPS rose to $4.54 from $1.34, but this was driven by a large non-recurring benefit: a $6.97 billion pre-tax litigation-related reversal in other income. Adjusted diluted EPS grew 2.2% to $2.77, and adjusted net earnings rose 1.9% to $6.71 billion. Investors should weigh the adjusted figures more heavily when assessing underlying earnings power. The Innovative Medicine segment grew operational sales 4.2%, led by oncology (DARZALEX, CARVYKTI, ERLEADA, RYBREVANT/LAZCLUZE), immunology (TREMFYA, SIMPONI), and neuroscience (SPRAVATO). STELARA continued to decline sharply, subtracting roughly 810 basis points from segment growth. MedTech grew operational sales 4.1%, helped by the Shockwave acquisition and Abiomed, while Orthopaedics declined. U.S. sales rose 5.9%, while international sales fell 1.8% reported, with currency a headwind of 3.9 points. Management raised its 2025 operational sales guidance to $91.6–$92.4 billion (midpoint $92.0 billion, up from $91.3 billion), reflecting the addition of CAPLYTA from the Intra-Cellular Therapies acquisition. Adjusted operational EPS guidance was maintained at $10.50–$10.70, or 6.2% growth at the midpoint, despite tariff costs, acquisition dilution, and foreign exchange. The company also declared a 4.8% dividend increase to $1.30 per quarter, its 63rd consecutive annual raise.

Apr 15, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Regulation FD Disclosure (Apr 3, 2025)

Johnson & Johnson (JNJ) disclosed on March 31, 2025 (reported in this 8-K filed April 3, 2025) that the U.S. Bankruptcy Court for the Southern District of Texas denied confirmation of the prepackaged Chapter 11 plan proposed by its subsidiary Red River Talc LLC. The court's ruling ends the company's bankruptcy-based path to resolving talc claims. Management said it will not appeal and instead will return to the tort system to defend against the claims, which it characterizes as meritless. The company also said it will reverse approximately $7 billion of amounts previously reserved for the bankruptcy resolution, a material non-cash item that could affect reported earnings in the period the reversal is recorded. For investors, the key question shifts from a negotiated, capped settlement to open-ended litigation. Management cited a record of prevailing in 16 of 17 ovarian cases tried over 11 years, pending motions in the Multi-District Litigation to exclude plaintiffs' experts and to disqualify lead plaintiff counsel, and its earlier settlement of 95% of filed mesothelioma lawsuits. The company also noted it had concluded all State consumer protection claims and all talc-supplier disputes. Against this, the release does not quantify remaining exposure, and the company states it cannot predict the timing or outcome of the matter. The filing is largely a Regulation FD disclosure with an attached press release. It contains no financial statements, and the press release itself does not disclose a revised litigation reserve, a timeline for the MDL rulings, or a quantified range of remaining talc liability. Investors should watch the MDL rulings, the next 10-Q for updated contingency disclosures, and the accounting treatment of the $7 billion reserve reversal.

Apr 3, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Corporate Update (Feb 26, 2025)

Johnson & Johnson (JNJ) completed the public offering of five tranches of euro-denominated senior notes on February 26, 2025, under its effective Form S-3 shelf registration (Reg. No. 333-269836). The total aggregate principal amount is €4.0 billion across maturities from 2029 to 2055: €600 million of 2.700% notes due 2029, €700 million of 3.050% notes due 2033, €1.0 billion of 3.350% notes due 2037, €700 million of 3.600% notes due 2045, and €1.0 billion of 3.700% notes due 2055. The principal-weighted average coupon is roughly 3.33%. The offering was executed through an underwriting agreement dated February 19, 2025 with Citigroup Global Markets Limited, Deutsche Bank AG (London Branch), Goldman Sachs & Co. LLC, and other underwriters. The agreement incorporates standard debt underwriting provisions previously filed on Form 8-K. The filing is primarily a disclosure of completed financing and does not report financial results, guidance, or changes in operations. For investors, this is a routine, non-dilutive debt financing that adds to the company's long-term debt and diversifies its funding into the euro market. The filing does not disclose the net proceeds, use of proceeds, or the company's stated purpose, so those details would need to be confirmed in the prospectus supplement or subsequent filings.

Feb 26, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Corporate Update (Feb 20, 2025)

Johnson & Johnson (JNJ) announced the completion of a significant public offering of debt securities on February 20, 2025. The company successfully issued a total of $5.25 billion in notes across various maturities ranging from 2027 to 2035. This capital raise includes $750 million in 4.500% Notes due 2027, $750 million in 4.550% Notes due 2028, $1 billion in 4.700% Notes due 2030, $1.25 billion in 4.850% Notes due 2032, and $1.25 billion in 5.000% Notes due 2035. The offering was conducted under the company's existing shelf registration statement.

Feb 20, 2025 8-K/A

Exhibits & Filings

JOHNSON & JOHNSON 8-K/A Report, Exhibit Filing (Jan 22, 2025)

Johnson & Johnson reported fourth-quarter and full-year 2024 results that showed solid top-line growth but weaker per-share earnings in the quarter. Q4 reported sales rose 5.3% to $22.52 billion, with operational growth of 6.7% and adjusted operational growth of 5.7%. Q4 reported diluted EPS fell 17.1% to $1.41, and adjusted EPS fell 10.9% to $2.04, both reduced by a $0.22 charge for acquired in-process R&D related to the V-Wave acquisition. Full-year reported sales grew 4.3% to $88.8 billion (5.4% adjusted operational growth), and full-year adjusted EPS rose 0.6% to $9.98. Full-year reported diluted EPS of $5.79 was up 11.3%, though both EPS figures include a $0.67 acquired IPR&D charge. The company's 2025 guidance calls for adjusted operational sales growth of 2.0% to 3.0% (2.5% midpoint) and adjusted operational EPS of $10.75 to $10.95, implying about 8.7% growth at the midpoint. Investors should note that the guidance excludes COVID-19 Vaccine sales, and that the estimated reported EPS range of $10.50 to $10.70 reflects amortization and special items. Free cash flow was an estimated roughly $19.8 billion for 2024, up from $18.2 billion, which supports continued investment and capital return. This filing is Amendment No. 1 to the January 22, 2025 Form 8-K. It was filed solely to align the format of the Reported Sales line in Exhibit 99.1 with the newswire version of the press release, and the amendment states that no reported figures changed. Notable subsequent events include the announced acquisition of Intra-Cellular Therapies, which strengthens the Neuroscience franchise, and several regulatory and pipeline milestones.

Jan 22, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Jan 22, 2025)

Johnson & Johnson reported fourth-quarter 2024 reported sales of $22.5 billion, up 5.3%, with operational growth of 6.7% and adjusted operational growth of 5.7% excluding acquisitions, divestitures and currency. U.S. sales rose 10.0%, while International sales were roughly flat (-0.7% reported, +2.0% adjusted operational). GAAP EPS fell 17.1% to $1.41 and adjusted EPS fell 10.9% to $2.04, which includes a $(0.22) charge for acquired IPR&D related to the V-Wave acquisition. Q4 R&D rose 18.3% and SG&A rose 11.1%, which pressured earnings even as sales grew. For full-year 2024, reported sales reached $88.8 billion (+4.3%), with adjusted operational growth of 5.4% and 7.0% excluding COVID-19 vaccine sales. GAAP EPS rose 11.3% to $5.79, but adjusted EPS was nearly flat at $9.98 (+0.6%) because of $(0.67) of acquired IPR&D charges. Innovative Medicine grew 5.8% on an adjusted operational basis, led by DARZALEX, ERLEADA, CARVYKTI, TREMFYA and SPRAVATO, partly offset by STELARA, which declined 14.7% in Q4. MedTech grew 4.7% on an adjusted operational basis, driven by electrophysiology and Abiomed. Currency was a 1.6% headwind for the full year. Management guided 2025 adjusted operational sales growth of 2.0% to 3.0% (2.5% midpoint, excluding COVID-19 vaccine), operational sales growth of 2.5% to 3.5%, and reported sales of $89.2 billion to $90.0 billion (0.5% to 1.5% growth at the midpoint). Adjusted operational EPS is guided to $10.75 to $10.95 (8.7% growth at the midpoint), and adjusted EPS to $10.50 to $10.70. Investors should note the post-quarter announcement of the Intra-Cellular Therapies acquisition and the temporary pause of U.S. VARIPULSE cases announced January 5, 2025.

Jan 22, 2025 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Oct 15, 2024)

Johnson & Johnson reported third-quarter 2024 results (quarter ended September 29, 2024) with reported sales up 5.2% to $22.5 billion, operational growth of 6.3%, and adjusted operational growth of 5.4%. Growth was led by the U.S. (up 7.6% reported) and Innovative Medicine (up 4.9% reported, 6.3% operational), with MedTech sales up 5.8% reported. Oncology, DARZALEX, TREMFYA, and SPRAVATO were key drivers, partly offset by STELARA and SIMPONI declines. Growth was partly offset by currency headwinds of about 1.1 points and weakness in international markets, which grew only 2.2% reported. GAAP profitability fell sharply. Net earnings from continuing operations dropped 37.5% to $2.69 billion, and diluted EPS fell 34.3% to $1.11, driven by a $2.4 billion pre-tax litigation charge and roughly $1.8 billion in acquired IPR&D, largely tied to the V-Wave acquisition. Adjusted EPS declined 9.0% to $2.42, with acquired IPR&D reducing results by approximately 1,900 basis points. Quarterly R&D expense rose 43.7% to $4.95 billion, reflecting the acquired IPR&D charges. On guidance, management raised full-year 2024 operational sales growth guidance to a 6.3%-6.8% range (midpoint 6.6%) and raised reported sales guidance to a midpoint of $88.6 billion. Adjusted operational EPS guidance was revised to a midpoint of $9.91, from $10.05 in July, as the $0.10 improvement in underlying performance was more than offset by a $0.24 dilution from the V-Wave acquisition. Investors should weigh the strong top-line momentum against the one-time charges and the dilution from recent acquisitions.

Oct 15, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Regulation FD Disclosure (Sep 20, 2024)

On September 20, 2024, Johnson & Johnson disclosed that its subsidiary, Red River Talc LLC, filed a voluntary prepackaged Chapter 11 case in the U.S. Bankruptcy Court for the Southern District of Texas. The filing seeks to resolve all current and future U.S. ovarian cancer claims arising from cosmetic talc litigation. Red River filed after securing support from approximately 83% of current claimants, well above the 75% threshold required under the Bankruptcy Code for plan confirmation. The Future Claims Representative also supports the plan. To win that support, Red River increased its settlement contribution by $1.75 billion, to a present value of approximately $8 billion (about $10 billion nominal, paid over 25 years). Of the increase, Red River committed an additional $1.1 billion to the claimant trust, and the Company separately agreed to contribute $650 million toward plaintiffs' counsel fees and expenses tied to the multi-district litigation. The Company says the plan would resolve 99.75% of pending U.S. talc lawsuits. Remaining mesothelioma claims are being handled outside the plan, and the Company states it has already resolved about 95% of mesothelioma suits filed to date. For investors, the key takeaways are a defined, capped cost for the ovarian talc liability and a path to ending a long-running overhang on the stock. The Company still disputes the merits of the claims, and the outcome depends on court confirmation, so the timing and final financial impact remain uncertain. The filing is a Regulation FD disclosure and includes forward-looking statements that carry material risk.

Sep 20, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Sep 10, 2024)

Johnson & Johnson (JNJ) filed an 8-K on September 10, 2024, primarily to announce the retirement of Director D. S. Davis. Mr. Davis stepped down from the Board of Directors after successfully transitioning his responsibilities as Chair of the Audit Committee to D. Adamczyk. The company emphasized that Mr. Davis's retirement is for personal reasons and is not indicative of any disagreements with the company's management or its operational, policy, or practice matters. This transition appears to be a planned succession within the Board's committee leadership.

Sep 10, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Aug 26, 2024)

Johnson & Johnson (NYSE: JNJ) disclosed in an 8-K filed August 26, 2024 that Executive Vice President and Chief Human Resources Officer Peter M. Fasolo will retire. He steps down from the CHRO role and the Executive Committee effective October 1, 2024, and departs the Company at the end of 2024. He has served as CHRO and an Executive Committee member since 2010 and has been with the company since 2004, spanning roughly 16 years of leadership in the role. The Company has named Kristen Mulholland as his successor, effective October 1, 2024. She also joins the Executive Committee on that date. Ms. Mulholland has been with J&J since 2005 and most recently led Global Total Rewards and Enterprise HR Functions, where she worked with the Board's Compensation & Benefits Committee and played a key role in the separation of the consumer business that formed Kenvue. Fasolo and Mulholland will overlap in a transition period through year-end. For investors, this is a planned, orderly leadership succession rather than a signal of operational or financial concern. The filing contains no financial results, guidance, or material financial information. The most relevant takeaways are continuity in talent strategy, with an internal successor who has deep Credo-based and company-specific experience, and a transition window that reduces execution risk.

Aug 26, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Jul 17, 2024)

Johnson & Johnson reported second-quarter 2024 sales of $22.4 billion, up 4.3% reported and 6.5% on an adjusted operational basis (7.1% excluding the COVID-19 vaccine). Growth was led by the U.S., where sales rose 7.8%, and by Innovative Medicine, where worldwide operational sales excluding the vaccine rose 8.8%. Oncology (DARZALEX, ERLEADA, CARVYKTI), TREMFYA, and SPRAVATO drove the gains. MedTech grew 4.4% operationally, led by electrophysiology, Abiomed, and wound closure. GAAP diluted EPS fell 5.9% to $1.93, and GAAP net earnings from continuing operations fell 12.8% to $4.7 billion. The decline reflects special items, including $352 million of litigation charges, $431 million of losses on securities, $194 million of IPR&D impairments, and $1.1 billion of intangible amortization. Adjusted diluted EPS rose 10.2% to $2.82. Full-year 2024 guidance was reshaped by acquisitions rather than by core performance. Management raised its operational sales guidance to $89.2-89.6 billion (midpoint 6.4% growth) to include Shockwave Medical, while reported sales guidance was unchanged at $88.0-88.4 billion. Pre-M&A adjusted operational EPS was raised by $0.05 to $10.73. After a $0.68 dilution from Shockwave, Proteologix, and NM26, the adjusted operational EPS midpoint fell to $10.05 from $10.68, and adjusted diluted EPS guidance fell to $9.97-$10.07. Investors should read the EPS cut as acquisition-driven dilution against an improved underlying outlook. The filing also flagged a legal development: LLT Management LLC, a subsidiary, plans a 'prepackaged' reorganization to resolve all current and future ovarian cancer talc claims. Pipeline and regulatory news was heavy, including the TREMFYA Crohn's disease and ulcerative colitis filings, a subcutaneous amivantamab BLA, and EU approvals for RYBREVANT and CARVYKTI. Gross margin compressed to 69.4% from 70.0%, and R&D spending fell 7.1%.

Jul 17, 2024 8-K

Earnings & ResultsRegulation FDExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Corporate Update (May 20, 2024)

On May 20, 2024, Johnson & Johnson completed public debt offerings totaling approximately $4.0 billion in U.S. dollar notes and €2.5 billion in euro notes, issued under its existing Form S-3 shelf registration (Reg. No. 333-269836). The U.S. dollar tranches comprise four series: $1.15 billion of 4.800% notes due 2029, $1.15 billion of 4.900% notes due 2031, $850 million of 4.950% notes due 2034, and $850 million of 5.250% notes due 2054. The euro tranches comprise €700 million of 3.200% notes due 2032, €800 million of 3.350% notes due 2036, and €1.0 billion of 3.550% notes due 2044. The filing is largely administrative. It records the completion of previously announced offerings, identifies the underwriting agreements (U.S. dollar notes dated May 13, 2024, with J.P. Morgan, BofA Securities, and Citigroup as representatives; euro notes dated May 14, 2024, with J.P. Morgan, Citigroup, and Deutsche Bank), and lists the exhibits, including the indenture-related company orders, note forms, and legal opinions from Weil, Gotshal & Manges and Troutman Pepper Hamilton Sanders. The filing does not disclose the intended use of proceeds, any covenants beyond those in the standard provisions, or any changes to the company's financial outlook. For investors, the key takeaways are that Johnson & Johnson raised substantial new long-term capital across two currencies and a range of maturities from five to thirty years, and that the coupon levels reflect the prevailing rate environment at the time of issuance. The issuance adds meaningfully to the company's debt stack and extends its maturity profile. Investors should review the company's subsequent financial disclosures for how the proceeds are deployed and how the additional debt affects leverage and interest expense.

May 20, 2024 8-K

Other Events

JOHNSON & JOHNSON 8-K Report, Corporate Update (May 17, 2024)

Johnson & Johnson (JNJ) has finalized its divestiture of its remaining stake in its former Consumer Health business, now operating as Kenvue Inc. The company announced on May 17, 2024, that it completed a Debt-for-Equity Exchange. In this transaction, JNJ exchanged its remaining 182.3 million shares of Kenvue Common Stock for $3.6 billion aggregate principal amount of commercial paper that it had issued on May 15, 2024. This exchange effectively settles the commercial paper and marks the complete exit of Johnson & Johnson from its ownership of Kenvue. This strategic move concludes Johnson & Johnson's long-planned separation of its consumer health division. The initial separation began with Kenvue's IPO in May 2023, followed by a significant exchange offer in August 2023 that reduced JNJ's stake substantially. The final exchange of shares for debt removes any lingering ownership ties and allows Johnson & Johnson to fully focus on its pharmaceutical and medtech segments. Investors should view this as a significant step in JNJ's strategic realignment.

May 17, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (May 1, 2024)

Johnson & Johnson's May 1, 2024 8-K reports first-quarter 2024 results and a major legal development. The company announced a proposed Plan of Reorganization, run through its subsidiary LLT Management LLC, to resolve all current and future U.S. ovarian cancer cosmetic talc claims. The company will pay a present value of about $6.475 billion (nominal about $8.4 billion) over 25 years, discounted at 4.4%. It recorded an incremental $2.7 billion litigation charge, bringing its total talc reserve to about $11 billion present value ($13.7 billion nominal). Because the plan is a recognized subsequent event, GAAP net earnings for Q1 2024 fall from $5.4 billion to $3.3 billion, and GAAP EPS falls from $2.20 to $1.34. Underlying operations were solid. Sales rose 2.3% to $21.4 billion, and adjusted EPS grew 12.4% to $2.71 from $2.41, with operational adjusted EPS of $2.72. Adjusted figures are unaffected by the litigation charge, so investors should weigh the GAAP hit as largely a one-time, non-cash-in-period reserve rather than a change in run-rate earnings. The company also disclosed that the plan would resolve 99.75% of pending U.S. talc lawsuits, that a three-month claimant vote is planned with 75% approval needed to proceed, and that mesothelioma and state consumer protection claims will be handled separately. Management maintains that the claims lack merit and that it will pursue parallel litigation pathways. For investors, the central questions are whether the 75% claimant vote succeeds and whether the Daubert review of plaintiffs' expert opinions in the MDL goes in the company's favor. Both could materially change the final cost of the talc exposure. The 25-year payment schedule also creates a long-dated liability that will weigh on the balance sheet and cash flow.

May 1, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Bylaw Amendment (Apr 29, 2024)

Johnson & Johnson (JNJ) filed an 8-K on April 29, 2024, detailing key governance and shareholder meeting outcomes from their 2024 Annual Meeting held on April 25, 2024. The most significant corporate action was the adoption of amended and restated by-laws, which introduce updated procedures for shareholder actions, including calling special meetings and submitting director nominations or proposals. These changes aim to align with current regulatory standards, such as universal proxy rules, and clarify existing corporate governance practices. Furthermore, the filing provides the final voting results from the Annual Meeting. Shareholders overwhelmingly elected all 13 director nominees, approved executive compensation on an advisory basis, and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2024. Notably, a shareholder proposal requesting a report on gender-based compensation gaps and associated risks was not approved.

Apr 29, 2024 8-K/A

Exhibits & Filings

JOHNSON & JOHNSON 8-K/A Report, Exhibit Filing (Apr 16, 2024)

Johnson & Johnson reported first-quarter 2024 reported sales of $21.4 billion, up 2.3%, with operational growth of 3.9% and adjusted operational growth of 4.0%. Excluding the COVID-19 vaccine, adjusted operational growth was 7.7%, which points to solid underlying demand. Adjusted EPS rose 12.4% to $2.71, while GAAP EPS was $2.20. Innovative Medicine operational sales excluding the COVID-19 vaccine grew 8.3%, led by DARZALEX, ERLEADA, CARVYKTI, TECVAYLI, UPTRAVI, OPSUMIT, TREMFYA, and SPRAVATO. MedTech operational sales grew 6.3%, driven by electrophysiology, Abiomed, and wound closure products. Management raised its full-year 2024 guidance for operational sales and adjusted operational EPS. The operational sales midpoint rose to $88.9 billion from $88.6 billion, and the adjusted operational growth midpoint rose to 5.8% from 5.5%. The adjusted operational EPS midpoint increased to $10.68 from $10.65. Reported sales guidance (midpoint $88.2 billion, 5.0% growth) and adjusted EPS guidance (midpoint $10.65) were unchanged. Because the reported and adjusted EPS midpoints did not move, investors may read the raise as driven mainly by operations and currency assumptions rather than a broad upgrade. This document is Amendment No. 1 (Form 8-K/A) to the April 16, 2024 Form 8-K. Its only purpose is to correct a typographical error in the operational sales guidance midpoint in Exhibit 99.1, changing it from $88.0 billion to $88.9 billion. The amendment does not change the underlying results. The company also disclosed pipeline and regulatory milestones, the pending Shockwave Medical acquisition, and the completed Ambrx acquisition, and it referenced the separation of Kenvue Inc.

Apr 16, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Apr 16, 2024)

Johnson & Johnson reported first-quarter 2024 results on April 16, 2024, with reported sales up 2.3% to $21.4 billion. Operational growth was 3.9% and adjusted operational growth was 4.0%; excluding the COVID-19 vaccine, adjusted operational growth was a stronger 7.7%, showing the core business accelerating as the vaccine tail rolled off. GAAP diluted EPS was $2.20, though this is not comparable to the prior-year period, which was depressed by a $6.9 billion litigation charge. Adjusted EPS rose 12.4% to $2.71. Growth was led by Innovative Medicine excluding the vaccine (up 8.3% operationally), with oncology drugs such as DARZALEX, CARVYKTI, and ERLEADA, plus pulmonary hypertension and TREMFYA contributing. MedTech grew 6.3% operationally, driven by electrophysiology and Abiomed. Management raised the midpoint of full-year 2024 guidance. Adjusted operational sales growth is now expected at 5.5%–6.0% (midpoint 5.8%, up from 5.5%), and adjusted operational EPS is guided to $10.60–$10.75 (midpoint $10.68, up from $10.65). Reported sales guidance midpoint rose to $88.2 billion, and adjusted EPS guidance midpoint is $10.65, unchanged. The company also announced a 4.2% quarterly dividend increase to $1.24 per share, its 62nd consecutive annual increase, which brings the annualized payout to $4.96. The quarter also included regulatory and pipeline milestones, including FDA approval of OPSYNVI and biweekly TECVAYLI dosing, and the pending acquisition of Shockwave Medical. Investors should weigh the strong underlying growth and guidance raise against ongoing dependence on oncology and the continued impact of currency and the COVID-19 vaccine wind-down.

Apr 16, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Jan 23, 2024)

Johnson & Johnson reported fourth-quarter 2023 worldwide sales of $21.4 billion, up 7.3% reported and 7.2% operationally. Adjusted operational growth, which excludes acquisitions, divestitures and currency, was 5.7%. Excluding COVID-19 vaccine sales, operational growth was 10.9%, which is the cleaner read on the underlying business. Q4 GAAP diluted EPS from continuing operations was $1.70, up 39.3%, while adjusted EPS was $2.29, up 11.7%. Gains on securities of $435 million and other income of $421 million helped the GAAP figure. MedTech was the strongest segment, with worldwide sales up 13.3% and Abiomed contributing meaningfully. Innovative Medicine grew 4.2% reported, or 9.7% excluding COVID-19 vaccine, led by DARZALEX, STELARA, TREMFYA, SPRAVATO and ERLEADA. For the full year, sales rose 6.5% to $85.2 billion, with operational growth of 7.4% and adjusted operational growth of 5.9%. Excluding COVID-19 vaccine, operational growth was 9.0%. Full-year GAAP diluted EPS from continuing operations fell 15.3% to $5.20, driven by a one-time litigation-related charge of roughly $7.2 billion pre-tax in the first quarter. Adjusted EPS rose 11.1% to $9.92. Management reaffirmed 2024 guidance of 5.0% to 6.0% adjusted operational sales growth and adjusted operational EPS of $10.55 to $10.75, implying about 7.4% growth at the midpoint. The filing is an Item 2.02 earnings disclosure rather than a material event. The main investor considerations are the sustainability of growth as COVID-19 vaccine revenue runs off, the recurring nature of litigation charges reflected in GAAP results, and the 2024 share count, which reflects the Kenvue exchange offer.

Jan 23, 2024 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Dec 5, 2023)

Johnson & Johnson (JNJ) filed a Form 8-K on December 5, 2023 to report that Eugene A. Woods, CEO of Advocate Health, was elected to its Board of Directors. The appointment was announced November 30, 2023. Mr. Woods will be paid as a non-employee director under the Director Compensation section of the 2023 Proxy Statement. The filing does not disclose his specific compensation, committee assignments, or equity grants. The filing also discloses a related-party commercial relationship. Advocate Health, which Mr. Woods leads, is a customer of J&J's medical technology and pharmaceutical businesses. In fiscal 2022 Advocate Health paid J&J approximately $175 million for products used in its hospitals. J&J paid Advocate Health less than $1 million in connection with clinical trials. The filing describes these as ordinary-course transactions. Nothing in the filing suggests they are material to J&J's overall results, though the amounts are disclosed under Item 5.02(d) because of the director's affiliation. For investors, this is primarily a governance event. It adds a large healthcare system executive with substantial hospital-operations experience to the board. The filing also cover page lists the company's listed securities, including common stock (JNJ) and several senior notes on the NYSE. No financial results, guidance, or capital-structure changes are reported.

Dec 5, 2023 8-K

Other Events

JOHNSON & JOHNSON 8-K Report, Corporate Update (Dec 5, 2023)

On December 5, 2023, Johnson & Johnson furnished an 8-K under Item 8.01 announcing its Enterprise Business Review, a New York Stock Exchange investor meeting presenting its strategy, pipelines, and long-term financial outlook. The company's headline targets are an Enterprise operational sales CAGR of 5-7% for 2025-2030, with at least 3% operational sales growth in 2025 despite the U.S. biosimilar entry of STELARA. Innovative Medicine is also targeting a 5-7% operational sales CAGR for 2025-2030, supported by 10+ assets with potential peak year sales above $5 billion and 15+ assets with potential of $1-5 billion. These projections are risk-adjusted and forward-looking, and the company disclosed no new financial results in the filing. For MedTech, management expects growth in the upper range of markets projected to expand 5-7% through 2027, with one-third of 2027 sales coming from products launched within the prior five years. Management also reiterated its capital allocation priorities: R&D investment, annual dividend increases, business development for inorganic growth, and share repurchases when appropriate. For 2024, J&J guided to 5-6% operational sales growth and adjusted operational EPS of $10.55-$10.75, implying about 7.3% growth at the midpoint. That guidance includes an approximate $0.15 dilutive impact from the pending Laminar, Inc. acquisition. Operational sales growth and adjusted operational EPS are non-GAAP measures, and the company did not provide GAAP reconciliations for its forward-looking figures.

Dec 5, 2023 8-K

Other Events

JOHNSON & JOHNSON 8-K Report, Corporate Update (Nov 30, 2023)

On November 30, 2023, Johnson & Johnson MedTech announced it completed the acquisition of Laminar, Inc., a privately held medical device company developing an investigational device for Left Atrial Appendage Elimination (LAAX) in patients with non-valvular atrial fibrillation. The acquisition was made jointly by Johnson & Johnson and Ethicon, Inc., and Laminar joins Biosense Webster, the company's cardiac arrhythmia business. The upfront payment is $400 million, subject to customary adjustments, with additional clinical and regulatory milestone payments possible in 2024 and beyond. Financially, the key item for investors is the guidance change. Because the deal is structured as an asset acquisition, it triggers an in-process research and development (IPR&D) charge that reduces fiscal 2023 operational and reported Adjusted EPS by approximately $0.17 versus prior guidance. Updated Adjusted EPS ranges are $9.85 to $9.91 (operational) and $9.90 to $9.96 (reported). The deal is also expected to weigh on fiscal 2024 EPS by roughly $0.15. Strategically, the filing positions the deal as an expansion into a high-growth segment. AFib affects about 38 million people worldwide, and the company says Laminar's rotational approach differs from current plug-based LAA closure devices. The U.S. pivotal study is expected to begin enrollment in early 2024. Execution risk remains, as the product is investigational and the company flags clinical, regulatory, and integration risks, so the commercial and clinical outcome will determine whether the $400 million upfront plus milestones delivers value.

Nov 30, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Nov 27, 2023)

Johnson & Johnson (JNJ) announced the adoption of a new Deferred Compensation Plan (the "Plan") effective November 21, 2023. This unfunded, nonqualified plan allows eligible management and highly compensated employees, including named executive officers, to defer a portion of their pre-tax base salary and annual cash performance bonuses. Participants can defer up to 50% of their base salary and 100% of their annual cash bonus for the following year. All amounts deferred, along with any investment gains or losses, are immediately vested with the employee. This plan replaces the previous Executive Income Deferral Plan (EIDP) for future deferrals, while existing EIDP balances will transition to the new plan's terms regarding payment timing and investment options.

Nov 27, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Oct 23, 2023)

Johnson & Johnson's Form 8-K, filed October 23, 2023, reports the departure of Ashley McEvoy, Executive Vice President and Worldwide Chairman of MedTech, who resigned effective October 20, 2023. Under Item 5.02, the company disclosed that she will remain with J&J into the first quarter of 2024 to support a transition. The filing is a personnel change rather than a financial disclosure, and the 8-K contains no financial statements, earnings results, or guidance. Tim Schmid, previously Company Group Chairman of Johnson & Johnson MedTech Asia Pacific, has been appointed to succeed her as Executive Vice President, Worldwide Chairman of MedTech, and joins the Executive Committee. Schmid has roughly 30 years of J&J experience, and the press release credits the Asia Pacific region with above-market growth and a stronger competitive position under his leadership. He also previously served as Chief Strategic Customer Officer for J&J MedTech, where he helped reshape business-to-business relationships with U.S. health systems. For investors, the change is a leadership transition in the MedTech segment, which J&J has described as a sector led by McEvoy through a period of transformation and improved performance. McEvoy's departure is orderly, with a defined transition period and an internal successor, which suggests limited near-term disruption. The filing does not state a reason beyond her intent to "pursue other opportunities," and it provides no quantitative impact on segment results or financial outlook.

Oct 23, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Oct 17, 2023)

Johnson & Johnson reported third-quarter 2023 results for the period ended October 1, 2023, with worldwide sales of $21.4 billion, up 6.8% reported and 6.4% on an operational basis. Adjusted operational growth, which excludes acquisitions, divestitures and currency, was 4.9%, and growth excluding the COVID-19 vaccine was 9.0% operationally. GAAP diluted EPS from continuing operations was $1.69, up 4.3%, while adjusted EPS was $2.66, up 19.3%. Reported GAAP net earnings of $26.0 billion include a one-time, non-cash gain of roughly $21 billion from discontinued operations tied to the final separation of the Consumer Health business (Kenvue), so headline net earnings are not representative of ongoing performance. The quarter's growth was led by MedTech, where adjusted operational sales rose 6.0% and reported operational growth was 10.4% including the Abiomed acquisition. Innovative Medicine grew 4.4% on an adjusted operational basis, or 8.2% excluding COVID-19 vaccine sales, driven by DARZALEX, ERLEADA, CARVYKTI, STELARA, TREMFYA and SPRAVATO. Offsets included lower COVID-19 vaccine sales, ZYTIGA, IMBRUVICA and REMICADE. Management also disclosed R&D prioritization that exited several programs, including the RSV adult vaccine, and a MedTech Orthopaedics restructuring. Management raised full-year 2023 guidance midpoints: adjusted operational sales growth to 7.5% (from 6.7%), estimated reported sales to $83.6–$84.0 billion (midpoint $83.8 billion, up from $83.6 billion), and adjusted EPS to $10.07–$10.13 (midpoint $10.10, up from $10.05). Investors should note that GAAP reported results carry significant special items, including $1.0 billion in securities losses and about $7.0 billion of nine-month litigation charges, which are excluded from adjusted metrics.

Oct 17, 2023 8-K

Acquisitions & Dispositions

JOHNSON & JOHNSON 8-K Report, Financial Results (Aug 30, 2023)

Johnson & Johnson completed the exchange offer that finalized the separation of Kenvue Inc. (its former Consumer Health business), and on August 30, 2023 it issued updated financials and 2023 guidance that now exclude Consumer Health, which is presented as discontinued operations. Management raised its 2023 guidance on a continuing-operations basis: Reported Sales growth of 7.0%-8.0%, Operational Sales growth of 7.5%-8.5%, Adjusted Operational Sales growth of 6.2%-7.2%, and Adjusted Reported EPS of $10.00-$10.10 (12.5% growth at the midpoint). Adjusted Operational EPS is guided at $9.90-$10.00. The mid-point EPS figures are not directly comparable to the July guidance, which included Consumer Health, so the apparent 'increase' reflects the change in perimeter rather than an operational improvement. The transaction also reduced JNJ's share count by about 191 million shares, but because the net reduction of roughly 73.5 million shares occurred on August 23, 2023, the full-year benefit is only about $0.28 to 2023 EPS. The company received $13.2 billion of cash proceeds from the Kenvue debt offering and IPO and retains a 9.5% Kenvue equity stake, which it may monetize in a tax-efficient manner after a 90-day lockup, though it is under no obligation to do so. The filing also reports a gain of approximately $20 billion on the discontinued operations in Q3 2023. Management is maintaining its quarterly dividend of $1.19 per share. For investors, the filing shows JNJ now operating as a pure-play Pharmaceutical and MedTech company. The Q1 2023 reported results included a $6.9 billion litigation-related charge, which drove a GAAP net loss from continuing operations of $491 million, while adjusted net earnings were $6.34 billion. Adjusted results for Q2 and the first half of 2023 were strong, with adjusted EPS of $2.56 in Q2 and $4.97 for the six months. The guidance should be read together with the non-GAAP reconciliations, and the 2023 figures remain subject to the risks listed in the forward-looking statements, including litigation exposure.

Aug 30, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Acquisition Completed (Aug 25, 2023)

Johnson & Johnson (JNJ) has completed a significant strategic maneuver by finalizing its split-off exchange offer for Kenvue Inc. common stock. This transaction involved shareholders tendering their JNJ shares in exchange for Kenvue shares, effectively reducing Johnson & Johnson's ownership stake in the consumer health company. This move is a key step in JNJ's previously announced strategy to fully separate from Kenvue, allowing Johnson & Johnson to sharpen its focus on its two core segments: MedTech and Pharmaceuticals. Investors should note that this reduction in Kenvue shares represents a divestiture of a former subsidiary, which could impact future revenue and earnings profiles as JNJ streamlines its business operations.

Aug 25, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jul 28, 2023)

Johnson & Johnson's 8-K, filed July 28, 2023, is a procedural disclosure tied to its exchange offer for Kenvue Inc. shares. J&J owns 1,533,830,450 Kenvue shares and is offering to exchange them for J&J common stock. Because the offer may lead 50% or more of plan participants in J&J's employee savings and retirement plans to tender their J&J stock, a potential blackout period under Sarbanes-Oxley Section 306(a) and Regulation BTR could be triggered. The notice says the blackout would begin August 15, 2023 at 4:00 p.m. ET and run through the week of August 28, 2023, unless the offer is extended or participation falls below the threshold. During any blackout, directors and executive officers would be barred from trading J&J shares acquired through their service, with exceptions including the exchange offer itself, bona fide gifts, and qualifying 10b5-1 plans. The filing is a compliance notice rather than a change in financial condition, and it contains no earnings, revenue, or balance sheet data. For investors, the main takeaway is the structure of the Kenvue separation: J&J is using an exchange offer to retire its Kenvue stake in exchange for its own shares, which could affect share count and reflects the company's plan to separate its consumer health business. The filing is not a valuation event. Its relevance depends on participation levels in the exchange offer, which the company says it cannot yet predict. The notice also states that J&J will inform insiders promptly if fewer than 50% of plan participants tender, in which case no blackout would occur.

Jul 28, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Corporate Update (Jul 24, 2023)

Johnson & Johnson's preliminary fiscal Q2 2023 results (quarter ended July 2, 2023) show worldwide sales of $25,530 million, up 6.3% year over year, with U.S. sales growing 10.2% and International up 2.2%. MedTech was the standout segment at +12.9% (driven by Interventional Solutions, which rose 54.4% including the Abiomed acquisition), Pharmaceutical grew 3.1%, and Consumer Health grew 5.4%. Net earnings rose 6.9% to $5,144 million and diluted EPS rose 8.9% to $1.96, though the effective tax rate increased to 23.9% from 17.6%, which tempered bottom-line growth relative to pre-tax earnings growth of 15.8%. Investors should note that these figures are preliminary, unaudited, and not reviewed by PricewaterhouseCoopers, and closing procedures were not complete at filing, so final results may differ. The filing was made under Item 8.01 (Other Events) rather than as a formal earnings release, and it is accompanied by a disclaimer urging against undue reliance on the numbers. The filing also discloses that the Q2 Other (income) expense line includes $37 million tied to J&J's 10.4% non-controlling interest in Kenvue, Inc., following Kenvue's initial public offering on May 8, 2023. The quarter's profile is mixed beneath the headline growth. Gross margin expanded to 67.8% from 67.0%, but the six-month comparison is distorted by a $7.2 billion charge in Other (income) expense in the first half of 2023 (versus a much smaller figure in 2022), which drove six-month net earnings down 49.1%. Within Pharmaceuticals, Stelara (+7.6%), Darzalex (+22.4%), Tremfya (+18.3%), and Erleada (+25.9%) offset steep declines in Imbruvica (-13.2%), Zytiga (-55.1%), Remicade (-28.6%), and COVID-19 vaccine sales (-47.7%). Excluding COVID-19 vaccine sales, worldwide sales grew 7.5% in the quarter.

Jul 24, 2023 8-K

Material AgreementsExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Financial Results (Jul 20, 2023)

Johnson & Johnson reported second-quarter 2023 results (quarter ended July 2, 2023) with worldwide sales of $25.5 billion, up 6.3% reported and 7.5% on an operational basis (adjusted operational growth of 6.2%). Excluding the COVID-19 Vaccine, operational growth was 8.9%, a clearer read on the core business. Growth was led by MedTech (adjusted operational sales +9.9%, with Abiomed contributing to reported growth) and Pharmaceutical (adjusted operational sales +3.9%, or +6.2% excluding the COVID-19 Vaccine), while Consumer Health rose 7.7% on an operational basis, driven by OTC products such as TYLENOL and MOTRIN. GAAP EPS was $1.96, up 8.9%, while adjusted EPS was $2.80, up 8.1%. Gross margin expanded to 67.8% from 67.0%, though the effective tax rate rose to 23.9% from 17.6%, which weighed on GAAP net earnings growth of 6.9%. Adjusted results exclude about $1.2 billion of intangible amortization and roughly $282 million of Consumer Health separation costs. Management also disclosed a $145 million restructuring charge tied to pruning R&D programs, including the discontinuation of the RSV adult vaccine program. Management raised the midpoints of full-year 2023 guidance: adjusted operational sales growth (excluding COVID-19 Vaccine) to 6.5% from 5.0%, adjusted operational EPS to $10.65 from $10.55, and adjusted EPS to $10.75 from $10.65. The company also said it intends to split off its Kenvue (Consumer Health) shares through an exchange offer, subject to market conditions, which would complete its transition to a two-sector company focused on Pharmaceutical and MedTech.

Jul 20, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Material Agreement (May 8, 2023)

Johnson & Johnson (JNJ) has reported the completion of Kenvue Inc.'s initial public offering (IPO) on May 8, 2023. Kenvue, previously a wholly-owned subsidiary, offered 198,734,444 shares at $22.00 per share, raising approximately $4,241 million in net proceeds. These proceeds will be paid to Johnson & Johnson as partial consideration for the consumer health business transferred to Kenvue. Following the IPO, Johnson & Johnson retains a significant stake, owning approximately 89.6% of Kenvue's outstanding common stock. As a result, Johnson & Johnson will continue to consolidate Kenvue's financial results. The company also entered into a comprehensive Separation Agreement with Kenvue, outlining key corporate actions, asset and liability allocation, and agreements related to Kenvue's relationship with Johnson & Johnson post-IPO, including potential future dispositions of Kenvue shares.

May 8, 2023 8-K

Leadership ChangesShareholder Matters

JOHNSON & JOHNSON 8-K Report, Executive Changes (May 1, 2023)

This 8-K filing from Johnson & Johnson reports on the outcomes of their 2023 Annual Meeting of Shareholders held on April 27, 2023. A key event detailed is the departure of Thibaut Mongon from his Executive Vice President role to fully assume his CEO position at Kenvue Inc., following Kenvue's initial public offering. This transition marks a significant step in the separation and independent operation of the consumer health business. Shareholders overwhelmingly supported the re-election of all 12 director nominees and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor. The company also received advisory approval for its executive compensation and the annual frequency of such advisory votes. However, two shareholder proposals, one requesting a Vaccine Pricing Report and another on the impact of extended patent exclusivities on product access, did not receive sufficient support for approval. This filing provides clarity on corporate governance matters and key leadership changes impacting the company's structure.

May 1, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Financial Results (Apr 18, 2023)

Johnson & Johnson reported first-quarter 2023 results on April 18, 2023, with reported sales up 5.6% to $24.7 billion and operational growth of 9.0%. Adjusted operational sales growth, which strips out acquisitions, divestitures and currency, was 7.6%, led by Consumer Health (+11.3%) and Pharmaceutical (+7.2%) and MedTech (+6.4%). Reported results were dragged down by a $6.9 billion litigation expense tied to the company's talc liabilities, pushing GAAP basic loss per share to ($0.03) from $1.93 a year earlier. On an adjusted basis, diluted EPS rose 0.4% to $2.68, and the company raised the midpoints of its full-year 2023 guidance for adjusted operational sales (to 5.0% growth) and adjusted operational EPS (to 4.0% growth). The filing also discloses a 5.3% increase in the quarterly dividend, from $1.13 to $1.19 per share, an annualized rate of $4.76 versus $4.52, marking the 61st consecutive annual increase. The next payment is due June 6, 2023, to holders of record on May 23, 2023. Management also highlighted a R&D reprioritization that exited programs including an RSV adult vaccine and HIV and hepatitis work, along with the pending separation of the Consumer Health business and the Chapter 11 re-filing by subsidiary LTL Management to resolve talc claims. For investors, the key tension is between a clean operational story (broad growth, strong Pharmaceutical launches such as DARZALEX, STELARA and CARVYKTI, and a MedTech lift from the Abiomed acquisition) and a large, legally driven GAAP charge whose ultimate size and timing remain uncertain. The guidance raise and dividend increase signal management confidence, but the talc litigation and the Consumer Health spin-off are the main items to monitor.

Apr 18, 2023 8-K

Regulation FD

JOHNSON & JOHNSON 8-K Report, Regulation FD Disclosure (Apr 4, 2023)

On April 4, 2023, Johnson & Johnson disclosed that its subsidiary LTL Management LLC has re-filed for voluntary Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of New Jersey to resolve all current and future North American cosmetic talc claims through a reorganization plan. The Company has agreed to contribute up to a present value of $8.9 billion (nominal value approximately $12 billion), payable over 25 years, which results in a first-quarter charge of $6.9 billion above the $2 billion previously committed when LTL first filed in October 2021. LTL states it has secured commitments from more than 60,000 current claimants to support the plan. For investors, the key takeaways are the size of the financial commitment and its timing. The charge is a large one-time, non-cash-to-date accrual that will be recognized in the first fiscal quarter, while cash payments are spread over 25 years, which limits near-term cash impact relative to the headline figure. The filing emphasizes that only LTL, not Johnson & Johnson or its other affiliates, filed for bankruptcy, and that the businesses will continue to operate as usual. The company reiterates that the talc claims lack scientific merit and that the filing is not an admission of wrongdoing. The outcome remains uncertain. The plan must be approved by the Bankruptcy Court, and the company explicitly cautions that it cannot predict the timing, ultimate outcome, or financial impact of the matter. Investors should monitor court proceedings, claimant support levels, and any changes to the amount or structure of the commitment, as well as how the charge affects reported earnings and guidance.

Apr 4, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Apr 3, 2023)

This 8-K filing from Johnson & Johnson (JNJ) primarily reports on the retirement of Director Ian E. L. Davis, effective March 31, 2023. The retirement was pre-announced in the company's March 15th proxy statement and is in line with the board's refreshment criteria, not due to any disagreements with management. While this event is a change in board composition, it does not appear to signal any operational issues or strategic shifts for the company.

Apr 3, 2023 8-K/A

JOHNSON & JOHNSON 8-K/A Report, Executive Changes (Feb 15, 2023)

Johnson & Johnson (NYSE: JNJ) filed a Form 8-K on February 15, 2023 to disclose the appointment of Paula A. Johnson, MD, MPH, President of Wellesley College, to its Board of Directors, effective immediately. Dr. Johnson will join the Nominating & Corporate Governance Committee effective April 27, 2023, and as a non-employee director will receive compensation described in the Director Compensation section of the 2023 Proxy Statement. The filing reports no financial results, guidance, or material financial impact. From an investor standpoint, this is a governance event rather than a financial one. Dr. Johnson brings experience in academic medicine, public health, women's health, and higher education, including her founding of the Connors Center for Women's Health and Gender Biology at Brigham and Women's Hospital and prior posts at Harvard Medical School and the Harvard T.H. Chan School of Public Health. Chairman and CEO Joaquin Duato characterized her expertise in medical research, public health, and health policy as a useful addition to the board's skill set. The filing also confirms JNJ's current listed securities on the NYSE, including common stock and several senior notes due 2024, 2028, and 2035. Investors should view the appointment as a modest board refresh that broadens clinical, scientific, and public-health perspective, with no immediate effect on operations, earnings, or capital structure.

Feb 15, 2023 8-K

JOHNSON & JOHNSON 8-K Report, Executive Changes (Feb 14, 2023)

Johnson & Johnson filed an 8-K on February 14, 2023 to report the appointment of Paula A. Johnson, MD, MPH, to its Board of Directors, effective immediately. She will join the Nominating & Corporate Governance Committee effective April 27, 2023, and will receive non-employee director compensation as described in the 2023 Proxy Statement. The filing reports no financial results, guidance, or other material financial information. The filing contains an internal inconsistency that investors should verify against the company's official records. The Item 5.02(d) text describes Ms. Johnson as "Chairman and Chief Executive Officer of Honeywell," while the attached press release (Exhibit 99.1) describes her as President of Wellesley College and a former Harvard Medical School professor. The Exhibit 99.1 index also lists the press release as dated September 14, 2022, although the press release itself is dated February 14, 2023. The press release's biographical details are the more consistent account, so the Honeywell reference appears to be an error in the Item 5.02(d) narrative. For investors, this is a routine governance event. It adds a physician-scientist and academic leader with public health and health policy expertise to the Board, which may be relevant to the company's health care focus, but it does not signal a change in strategy, capital allocation, or financial position.

Feb 14, 2023 8-K