Johnson & Johnson (JNJ) 10-K risk factor changes: FY2025 vs FY2024

The Company’s subsidiaries operate [removed: 64] [added: 63] manufacturing facilities as well as sourcing from thousands of suppliers around the world.

| [removed: 2024] [added: 2025] Annual Report | | | 9 | | |

The [removed: industry’s failure to mitigate the] threat of counterfeit medicines could adversely impact our business and reputation by impacting patient confidence in our authentic products, potentially resulting in lost sales, product recalls, and an increased threat of litigation.

| 10 | | | [removed: ] [added: ] | | |

[removed: We are] [added: The Company is] subject to an increasing number of costly and complex governmental regulations in the countries in which operations are conducted which may [removed: materially adversely] [added: have a material adverse] affect [added: on] the Company’s financial condition and business operations.

Product concerns, whether raised internally or by litigants, regulators or consumer advocates, and whether or not based on scientific evidence, can result in safety alerts, [added: field actions, such as] product recalls, governmental investigations, regulatory action on the part of the U.S. FDA (or its counterpart in other countries), private claims and lawsuits, payment of fines and settlements, declining sales and reputational damage.

| [removed: 2024] [added: 2025] Annual Report | | | 11 | | |

Changes in tax laws or regulations [removed: around the world, including] in the U.S. and [removed: as led by the Organization for Economic Cooperation and Development, such as the enactment by certain EU and non-EU countries, and] [added: around] the [removed: anticipated enactment by additional countries, of a] [added: world, including] global minimum [removed: tax,] [added: taxes] could negatively impact the Company’s effective tax rate and results of operations.

This change would result in an expense or benefit recorded [removed: to] [added: in] the Company’s Consolidated Statement of Earnings.

| 12 | | | [removed: ] [added: ] | | |

New products introduced within the past five years accounted for approximately 25% of [removed: 2024] [added: 2025] sales.

*Foreign currency exchange*: In fiscal [removed: 2024,] [added: 2025,] approximately 43% of the Company’s sales occurred outside of the U.S., with approximately 23% in Europe, 5% in the Western Hemisphere, excluding the U.S., and 15% in the Asia-Pacific and Africa region.

Specifically, the Company has accounted for operations in Argentina, Turkey, Venezuela and Egypt [removed: (beginning in the fiscal fourth quarter of 2024)] as highly inflationary, as the prior three-year cumulative inflation rate surpassed 100%.

| [removed: 2024] [added: 2025] Annual Report | | | 13 | | |

[removed: *Anti-bribery] [added: *Anti-corruption] and other regulations*: The Company is subject to various federal and foreign laws that govern its international business practices with respect to payments to government officials.

Most recently, we have experienced, and expect to continue to experience, impacts to the Company's business resulting from the Russia-Ukraine war, [removed: rising] conflict in the Middle East as well as increasing tensions between the U.S. and China.

Our business and operations may be further impacted by the imposition of tariffs, trade protection measures or other policies [added: - including data localization laws and restrictions on data transfers -] adopted by any country that favor domestic companies and technologies over foreign competitors.

Furthermore, in some countries, [removed: such as in Russia,] action may be taken that allows companies and individuals to exploit inventions owned by patent holders from the United States and many other countries without consent or compensation and we may not be able to prevent third parties from practicing the Company's inventions [removed: in Russia] or from selling or importing [removed: products in and into Russia.][added: products.]

In addition, the U.S. government [removed: recently] [added: has imposed and/or] announced [added: the potential imposition of] tariffs on products manufactured in [removed: several jurisdictions, including China, Mexico and Canada, and has][added: other jurisdictions.]

| 14 | | | [removed: ] [added: ] | | |

The Company assesses these threats, responds to attacks and breaches that it has experienced, and makes investments to increase internal protection, detection, and response capabilities, as well as ensure the Company’s third-party providers have required capabilities and [added: controls, to address this risk.]

| [removed: 2024] [added: 2025] Annual Report | | | 15 | | |

Because of the frequently changing attack techniques, along with the increased volume and sophistication of the [removed: attacks,] [added: attacks and increasing use and reliance on third parties,] there is the potential for the Company to be adversely impacted.

[removed: Also,] [added: The] increasing use of AI [added: and other emerging technology] could [added: also] increase these risks.

| 16 | | | [removed: ] [added: ] | | |

Risks related to the planned separation of our Orthopaedics business

The planned separation of the Company's Orthopaedics business may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the expected results

In October 2025, the Company announced its intention to separate the Company's Orthopaedics business.

The Company is targeting completion of the planned separation in 18 to 24 months after initial announcement.

Completion of the planned separation will be subject to the satisfaction of certain conditions, including, among others, consultations with works councils and other employee representative bodies, as may be required, final approval of the Company's Board of Directors, and receipt of other regulatory approvals.

There can be no assurance regarding the ultimate timing of the planned separation or that such separation will be completed.

Unanticipated developments could delay, prevent or otherwise adversely affect the planned separation, including but not limited to disruptions in general or financial market conditions or potential problems or delays in obtaining various regulatory approvals or clearances.

The costs to complete the planned separation will be significant.

In addition, the Company may be unable to achieve some of the strategic and financial benefits that it expects to achieve from the planned separation of the Company's Orthopaedics business

The Company will incur significant expenses in connection with the planned separation.

In addition, the Company may not be able to achieve the full strategic and financial benefits that are expected to result from the planned separation.

The anticipated benefits of the planned separation are based on a number of assumptions, some of which may prove incorrect.

Following the planned separation, the price of shares of the Company's common stock may fluctuate significantly

The Company cannot predict the effect of the planned separation on the trading price of shares of its common stock, and market value of shares of its common stock may be less than, equal to or greater than the market value of shares of its common stock prior to the planned separation.

In addition, the price of the Company's common stock may be more volatile around the time of the planned separation.

made announcements regarding the potential imposition of tariffs on other jurisdictions.

controls, to address this risk.

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 138,100] [added: 138,200] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

The Innovative Medicine segment is focused on the following therapeutic areas: [added: Oncology,] Immunology, [removed: Infectious Diseases,] Neuroscience, [removed: Oncology,] Pulmonary Hypertension, [added: Infectious Diseases,] and Cardiovascular and Metabolism.

The MedTech segment includes a broad portfolio of products used in the [removed: Orthopaedic,] Surgery, [added: Orthopaedic,] Cardiovascular [removed: (previously referred to as Interventional Solutions)] and Vision fields.

The [removed: Chief Operating Decision Maker (CODM) is the Company's Chief] Executive [removed: Officer (Principal Executive Officer).The Executive] Committee is Johnson & Johnson’s senior leadership team responsible for setting the strategy and priorities of the Company and driving accountability at all levels.

New products introduced within the past five years accounted for approximately 25% of [removed: 2024] [added: 2025] sales.

In [removed: 2024, $17.2] [added: 2025, $14.7] billion was invested in research and development reflecting management’s commitment to create life-enhancing innovations and to create value through partnerships that will profoundly impact of health for humanity.

Our approximately [removed: 138,100] [added: 138,200] employees are critical drivers of the Company’s success.

| 22 | | | [removed: ] [added: ] | | |

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

For discussion on results of operations and financial condition pertaining to the fiscal years [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] see the Company’s Annual Report on Form 10-K for the fiscal year ended December [removed: 31, 2023,] [added: 29, 2024,] Item 7.

In [removed: 2024,] [added: 2025,] worldwide sales increased [removed: 4.3%] [added: 6.0%] to [removed: $88.8] [added: $94.2] billion as compared to an increase of [removed: 6.5%] [added: 4.3%] in [removed: 2023.][added: 2024.]

| Sales increase/(decrease) due to: | | | [added: 2025] | | | 2024 | | | | | | [removed: 2023] | | | [removed: | | | | | |]

| Volume | | | [removed: | | | 5.9] [added: 8.4] | | % | [removed: | | | 6.8] [added: 5.9] | | % | | | | | | |

| Price | | | [added: (3.1)] | | | 0.0 | | | | | | [removed: 0.6] | | | [removed: | | | | | |]

| Currency | | | [added: 0.7] | | | (1.6) | | | | | | [removed: (0.9)] | | | [removed: | | | | | |]

| Total | | | [removed: | | | 4.3] [added: 6.0] | | % | [removed: | | | 6.5] [added: 4.3] | | % | | | | | | |

The net impact of acquisitions and divestitures on the worldwide sales growth was a positive impact of [removed: 0.5%] [added: 1.1%] in [removed: 2024] [added: 2025, primarily related to CAPLYTA] and [added: Shockwave and] a positive impact of [removed: 1.5%] [added: 0.5%] in [removed: 2023.][added: 2024 primarily related to Shockwave.]

Sales by U.S. companies were [removed: $50.3] [added: $53.8] billion in [removed: 2024] [added: 2025] and [removed: $46.4] [added: $50.3] billion in [removed: 2023.][added: 2024.]

This represents increases of [removed: 8.3%] [added: 6.9%] in [removed: 2024] [added: 2025] and [removed: 10.6%] [added: 8.3%] in [removed: 2023.][added: 2024.]

In [removed: the] fiscal [removed: 2024,] [added: 2025,] acquisitions and divestitures had a net positive impact of [removed: 0.7%] [added: 0.1%] on the [removed: U.S. operational] [added: international operational*] sales [removed: growth.][added: growth, primarily related to Shockwave.]

Sales by international companies were [removed: $38.5] [added: $40.4] billion in [removed: 2024] [added: 2025] and [removed: $38.7] [added: $38.5] billion in [removed: 2023.][added: 2024.]

This represents [removed: a decrease] [added: an increase] of [removed: 0.5%] [added: 5.0%] in [removed: 2024] [added: 2025,] and [removed: an increase] [added: a decrease] of [removed: 1.9%] [added: 0.5%] in [removed: 2023.][added: 2024.]

In [added: the] fiscal [removed: 2024,] [added: year 2025,] acquisitions and divestitures had a net positive impact of [removed: 0.2%] [added: 2.0%] on the [removed: international operational] [added: U.S.] sales [removed: growth.][added: growth primarily related to CAPLYTA and Shockwave.]

The five-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 5.4%, 6.8%] [added: 6.7%, 7.9%] and [removed: 3.8%,] [added: 5.2%,] respectively.

The ten-year compound annual growth rates for worldwide, U.S. and international sales were [removed: 4.0%, 5.4%] [added: 5.2%, 5.8%] and [removed: 2.5%,] [added: 4.5%,] respectively.

| [removed: 2024] [added: 2025] Annual Report | | | 23 | | |

In [removed: 2024,] [added: 2025,] sales by companies in Europe [removed: experienced a decline] [added: achieved growth] of [removed: 1.0%] [added: 6.5%] as compared to the prior year, which included [removed: an] operational [removed: decline] [added: growth] of [removed: 0.6%] [added: 2.4%] and a [removed: negative] [added: positive] currency impact of [removed: 0.4%.][added: 4.1%.]

Sales by companies in the Western Hemisphere, excluding the U.S., achieved growth of [removed: 3.6%] [added: 3.4%] as compared to the prior year, which included operational growth of [removed: 20.4%,] [added: 8.4%,] and a negative currency impact of [removed: 16.8%.][added: 5.0%.]

Sales by companies in the Asia-Pacific, Africa region [removed: experienced a decline] [added: achieved growth] of [removed: 1.2%] [added: 3.2%] as compared to the prior year, including operational growth of [removed: 2.3% offset by] [added: 3.1% and] a [removed: negative] [added: positive] currency impact of [removed: 3.5%.][added: 0.1%.]

In 2024, the Company [removed: utilized] [added: had] three wholesalers distributing products for both segments that represented approximately 20.5%, 15.6% and 12.3% of the total gross revenues.

In [removed: 2023,] [added: 2025,] the Company [removed: had] [added: utilized] three wholesalers distributing products for both segments that represented approximately [removed: 18.2%, 15.1%] [added: 21.8%, 15.5%] and [removed: 14.2%] [added: 11.1%] of the total gross revenues.

[removed: 2024] [added: 2025] Sales by geographic region (in billions)

[removed: ][added: ]

[removed: 2024] [added: 2025] Sales by segment (in billions)

[removed: ][added: ]

Innovative Medicine segment sales in [removed: 2024] [added: 2025] were [removed: $57.0] [added: $60.4] billion, an increase of [removed: 4.0%] [added: 6.0%] from [removed: 2023,] [added: 2024,] which included operational growth of [removed: 5.7%] [added: 5.3%] and a [removed: negative] [added: positive] currency impact of [removed: 1.7%.][added: 0.7%.]

U.S. sales were [removed: $34.0] [added: $36.3] billion, an increase of [removed: 9.0%.][added: 7.0%.]

International sales were [removed: $23.0] [added: $24.1] billion, [removed: a decrease] [added: an increase] of [removed: 2.5%,] [added: 4.6%,] which included operational growth of [removed: 1.3% offset by] [added: 2.9% and] a [removed: negative] [added: positive] currency impact of [removed: 3.8%.][added: 1.7%.]

In October 2025, the Company announced its intention to separate its Orthopaedics business.

The Company intends to explore multiple paths to effect the planned separation with a targeted completion within 18 to 24 months after the initial announcement.

The Chief Operating Decision Maker (CODM) is the Company's Chief Executive Officer (Principal Executive Officer).

In the fiscal year 2025, the negative impact of the STELARA sales decline, due to biosimilar competition, was approximately 6.2%, 7.6% and 4.4% on worldwide, U.S. and international operational sales, respectively.

*operational excludes the effect of translational currency

In 2025, the negative impact of the STELARA sales decline, primarily due to biosimilar competition, was an approximate 10.4%, 12.3% and 7.9% on worldwide, U.S. and international Innovative Medicine segment operational sales, respectively.

| Total Oncology | | | | | | $25,380 | | | | | | $20,781 | | | | | | | | | | | | 22.1 | | % | | | | 20.9 | | % | | | | 1.2 | | % | | | | | | |

| CARVYKTI | | | | | | 1,887 | | | | | | 963 | | | | | | | | | | | | 95.9 | | | | | | 94.3 | | | | | | 1.6 | | | | | | | | |

| DARZALEX | | | | | | 14,351 | | | | | | 11,670 | | | | | | | | | | | | 23.0 | | | | | | 22.0 | | | | | | 1.0 | | | | | | | | |

| ERLEADA | | | | | | 3,574 | | | | | | 2,999 | | | | | | | | | | | | 19.2 | | | | | | 17.2 | | | | | | 2.0 | | | | | | | | |

| IMBRUVICA | | | | | | 2,823 | | | | | | 3,038 | | | | | | | | | | | | (7.1) | | | | | | (8.6) | | | | | | 1.5 | | | | | | | | |

| RYBREVANT/ LAZCLUZE(1) | | | | | | 734 | | | | | | 327 | | | | | | | | | | | | * | | | | | | * | | | | | | * | | | | | | | | |

| TALVEY(2) | | | | | | 463 | | | | | | 287 | | | | | | | | | | | | 61.3 | | | | | | 60.3 | | | | | | 1.0 | | | | | | | | |

| TECVAYLI | | | | | | 670 | | | | | | 549 | | | | | | | | | | | | 22.1 | | | | | | 21.5 | | | | | | 0.6 | | | | | | | | |

| ZYTIGA /abiraterone acetate | | | | | | 502 | | | | | | 631 | | | | | | | | | | | | (20.4) | | | | | | (21.2) | | | | | | 0.8 | | | | | | | | |

| Other Oncology | | | | | | 376 | | | | | | 317 | | | | | | | | | | | | 18.5 | | | | | | 17.5 | | | | | | 1.0 | | | | | | | | |

| Total Immunology | | | | | | 15,728 | | | | | | 17,828 | | | | | | | | | | | | (11.8) | | | | | | (12.0) | | | | | | 0.2 | | | | | | | | |

| REMICADE | | | | | | 1,768 | | | | | | 1,605 | | | | | | | | | | | | 10.2 | | | | | | 10.5 | | | | | | (0.3) | | | | | | | | |

| SIMPONI/SIMPONI ARIA | | | | | | 2,668 | | | | | | 2,190 | | | | | | | | | | | | 21.8 | | | | | | 21.7 | | | | | | 0.1 | | | | | | | | |

| STELARA | | | | | | 6,078 | | | | | | 10,361 | | | | | | | | | | | | (41.3) | | | | | | (41.5) | | | | | | 0.2 | | | | | | | | |

| TREMFYA | | | | | | 5,155 | | | | | | 3,670 | | | | | | | | | | | | 40.5 | | | | | | 39.8 | | | | | | 0.7 | | | | | | | | |

| Total Neuroscience | | | | | | 7,837 | | | | | | 7,115 | | | | | | | | | | | | 10.1 | | | | | | 9.9 | | | | | | 0.2 | | | | | | | | |

| CAPLYTA(3) | | | | | | 700 | | | | | | — | | | | | | | | | | | | * | | | | | | * | | | | | | — | | | | | | | | |

| CONCERTA/methylphenidate | | | | | | 584 | | | | | | 641 | | | | | | | | | | | | (9.0) | | | | | | (8.6) | | | | | | (0.4) | | | | | | | | |

| SPRAVATO | | | | | | 1,696 | | | | | | 1,077 | | | | | | | | | | | | 57.4 | | | | | | 57.0 | | | | | | 0.4 | | | | | | | | |

| Other Neuroscience | | | | | | 1,048 | | | | | | 1,175 | | | | | | | | | | | | (10.9) | | | | | | (11.5) | | | | | | 0.6 | | | | | | | | |

| Total Pulmonary Hypertension | | | | | | 4,437 | | | | | | 4,282 | | | | | | | | | | | | 3.6 | | | | | | 3.2 | | | | | | 0.4 | | | | | | | | |

| OPSUMIT/OPSYNVI(4) | | | | | | 2,325 | | | | | | 2,225 | | | | | | | | | | | | 4.5 | | | | | | 4.0 | | | | | | 0.5 | | | | | | | | |

| UPTRAVI | | | | | | 1,902 | | | | | | 1,817 | | | | | | | | | | | | 4.7 | | | | | | 4.3 | | | | | | 0.4 | | | | | | | | |

| Other Pulmonary Hypertension | | | | | | 209 | | | | | | 240 | | | | | | | | | | | | (12.7) | | | | | | (13.0) | | | | | | 0.3 | | | | | | | | |

| Total Infectious Diseases | | | | | | 3,241 | | | | | | 3,396 | | | | | | | | | | | | (4.6) | | | | | | (6.5) | | | | | | 1.9 | | | | | | | | |

| EDURANT/rilpivirine | | | | | | 1,486 | | | | | | 1,272 | | | | | | | | | | | | 16.9 | | | | | | 12.2 | | | | | | 4.7 | | | | | | | | |

| Other Infectious Diseases(5) | | | | | | 175 | | | | | | 412 | | | | | | | | | | | | (57.5) | | | | | | (57.7) | | | | | | 0.2 | | | | | | | | |

| Total Cardiovascular / Metabolism / Other | | | | | | 3,778 | | | | | | 3,562 | | | | | | | | | | | | 6.1 | | | | | | 6.0 | | | | | | 0.1 | | | | | | | | |

| XARELTO | | | | | | 2,633 | | | | | | 2,373 | | | | | | | | | | | | 11.0 | | | | | | 11.0 | | | | | | — | | | | | | | | |

| Other | | | | | | 1,145 | | | | | | 1,189 | | | | | | | | | | | | (3.7) | | | | | | (4.0) | | | | | | 0.3 | | | | | | | | |

| Total Innovative Medicine Sales | | | | | | $60,401 | | | | | | 56,964 | | | | | | | | | | | | 6.0 | | % | | | | 5.3 | | % | | | | 0.7 | | % | | | | | | |

(1)Previously in Other Oncology, Includes the sales of RYBREVANT and RYBREVANT + LAZCLUZE

(2)Previously in Other Oncology

(3)Acquired with Intra-Cellular Therapies on April 2, 2025

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Prior periods disclosed herein were recast to reflect the continuing operations of the Company.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In fiscal 2024, the impact of the Covid-19 Vaccine sales decline on the international operational sales was a negative 2.6%.

In fiscal 2024, the net impact of the Covid-19 Vaccine on the European regions change in operational sales was a negative 4.7%.

In fiscal 2024, the net impact of the Covid-19 Vaccine on the total Innovative Medicine and International change in operational sales was a negative 1.8% and 4.2%, respectively.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Immunology | | | | | | $17,828 | | | | | | $18,052 | | | | | | | | | | | | (1.2 | | %) | | | | 0.4 | | % | | | | (1.6) | | % | | | | | | |

| REMICADE | | | | | | 1,605 | | | | | | 1,839 | | | | | | | | | | | | (12.8) | | | | | | (11.4) | | | | | | (1.4) | | | | | | | | |

| SIMPONI/SIMPONI ARIA | | | | | | 2,190 | | | | | | 2,197 | | | | | | | | | | | | (0.3) | | | | | | 4.5 | | | | | | (4.8) | | | | | | | | |

| STELARA | | | | | | 10,361 | | | | | | 10,858 | | | | | | | | | | | | (4.6) | | | | | | (3.4) | | | | | | (1.2) | | | | | | | | |

| TREMFYA | | | | | | 3,670 | | | | | | 3,147 | | | | | | | | | | | | 16.6 | | | | | | 18.1 | | | | | | (1.5) | | | | | | | | |

| Total Infectious Diseases | | | | | | 3,396 | | | | | | 4,418 | | | | | | | | | | | | (23.1) | | | | | | (22.7) | | | | | | (0.4) | | | | | | | | |

| COVID-19 VACCINE | | | | | | 198 | | | | | | 1,117 | | | | | | | | | | | | (82.4) | | | | | | (82.4) | | | | | | 0.0 | | | | | | | | |

| EDURANT/rilpivirine | | | | | | 1,272 | | | | | | 1,150 | | | | | | | | | | | | 10.6 | | | | | | 10.6 | | | | | | 0.0 | | | | | | | | |

| Other Infectious Diseases | | | | | | 214 | | | | | | 297 | | | | | | | | | | | | (27.6) | | | | | | (25.0) | | | | | | (2.6) | | | | | | | | |

| Total Neuroscience | | | | | | 7,115 | | | | | | 7,140 | | | | | | | | | | | | (0.4) | | | | | | 1.3 | | | | | | (1.7) | | | | | | | | |

| CONCERTA/methylphenidate | | | | | | 641 | | | | | | 783 | | | | | | | | | | | | (18.1) | | | | | | (15.1) | | | | | | (3.0) | | | | | | | | |

| SPRAVATO | | | | | | 1,077 | | | | | | 689 | | | | | | | | | | | | 56.4 | | | | | | 56.8 | | | | | | (0.4) | | | | | | | | |

| Other Neuroscience | | | | | | 1,175 | | | | | | 1,553 | | | | | | | | | | | | (24.3) | | | | | | (20.7) | | | | | | (3.6) | | | | | | | | |

| Total Oncology | | | | | | 20,781 | | | | | | 17,661 | | | | | | | | | | | | 17.7 | | | | | | 19.8 | | | | | | (2.1) | | | | | | | | |

| CARVYKTI | | | | | | 963 | | | | | | 500 | | | | | | | | | | | | 92.7 | | | | | | 92.7 | | | | | | 0.0 | | | | | | | | |

| DARZALEX | | | | | | 11,670 | | | | | | 9,744 | | | | | | | | | | | | 19.8 | | | | | | 22.2 | | | | | | (2.4) | | | | | | | | |

| ERLEADA | | | | | | 2,999 | | | | | | 2,387 | | | | | | | | | | | | 25.6 | | | | | | 27.3 | | | | | | (1.7) | | | | | | | | |

| IMBRUVICA | | | | | | 3,038 | | | | | | 3,264 | | | | | | | | | | | | (6.9) | | | | | | (5.2) | | | | | | (1.7) | | | | | | | | |

| TECVAYLI | | | | | | 549 | | | | | | 395 | | | | | | | | | | | | 38.8 | | | | | | 39.8 | | | | | | (1.0) | | | | | | | | |

| ZYTIGA /abiraterone acetate | | | | | | 631 | | | | | | 887 | | | | | | | | | | | | (28.8) | | | | | | (25.0) | | | | | | (3.8) | | | | | | | | |

| Other Oncology | | | | | | 931 | | | | | | 484 | | | | | | | | | | | | 92.5 | | | | | | 94.3 | | | | | | (1.8) | | | | | | | | |

| Total Pulmonary Hypertension | | | | | | 4,282 | | | | | | 3,815 | | | | | | | | | | | | 12.3 | | | | | | 14.1 | | | | | | (1.8) | | | | | | | | |

| OPSUMIT | | | | | | 2,184 | | | | | | 1,973 | | | | | | | | | | | | 10.7 | | | | | | 11.9 | | | | | | (1.2) | | | | | | | | |

| UPTRAVI | | | | | | 1,817 | | | | | | 1,582 | | | | | | | | | | | | 14.9 | | | | | | 16.1 | | | | | | (1.2) | | | | | | | | |

| Other Pulmonary Hypertension | | | | | | 281 | | | | | | 260 | | | | | | | | | | | | 7.9 | | | | | | 18.3 | | | | | | (10.4) | | | | | | | | |

| Total Cardiovascular / Metabolism / Other | | | | | | 3,562 | | | | | | 3,671 | | | | | | | | | | | | (3.0) | | | | | | (2.6) | | | | | | (0.4) | | | | | | | | |

| XARELTO | | | | | | 2,373 | | | | | | 2,365 | | | | | | | | | | | | 0.3 | | | | | | 0.3 | | | | | | — | | | | | | | | |

| Other | | | | | | 1,189 | | | | | | 1,306 | | | | | | | | | | | | (8.9) | | | | | | (7.8) | | | | | | (1.1) | | | | | | | | |

| Total Innovative Medicine Sales | | | | | | $56,964 | | | | | | 54,759 | | | | | | | | | | | | 4.0 | | % | | | | 5.7 | | % | | | | (1.7) | | % | | | | | | |

The decline of STELARA (ustekinumab) sales was driven by share loss primarily due to European biosimilar entrants.

Lower sales of REMICADE (infliximab) was due to continued biosimilar competition.

| 2025 Annual Report | | | 41 | | |

| 42 | | |  | | |

Johnson & Johnson and its subsidiaries (the Company) have approximately [removed: 138,100] [added: 138,200] employees worldwide engaged in the research and development, manufacture and sale of a broad range of products in the healthcare field.

The Innovative Medicine segment is focused on the following therapeutic areas: [added: Oncology (e.g., prostate cancer, hematologic malignancies, lung cancer and bladder cancer),] Immunology (e.g., rheumatoid arthritis, psoriatic arthritis, inflammatory bowel disease and psoriasis), [removed: Infectious Diseases (e.g., HIV/AIDS),] Neuroscience (e.g., mood disorders, neurodegenerative disorders and schizophrenia), [removed: Oncology] [added: Pulmonary Hypertension] (e.g., [removed: prostate cancer, hematologic malignancies, lung cancer] [added: Pulmonary Arterial Hypertension), Infectious Diseases (e.g., HIV/AIDS)] and [removed: bladder cancer),] Cardiovascular and Metabolism (e.g., thrombosis, diabetes and macular [removed: degeneration) and Pulmonary Hypertension (e.g., Pulmonary Arterial Hypertension).][added: degeneration).]

[removed: Key products in the Innovative Medicine segment include: REMICADE (infliximab), a treatment for a number of immune-mediated inflammatory diseases; SIMPONI (golimumab), a subcutaneous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis, active ankylosing spondylitis and moderately active to severely active] ulcerative colitis; [removed: SIMPONI ARIA (golimumab), an intravenous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis and active ankylosing spondylitis and active polyarticular juvenile idiopathic arthritis (pJIA) in people 2 years of age and older; STELARA (ustekinumab),] [added: TREMFYA (guselkumab),] a treatment for [removed: adults and children] [added: patients] with [removed: moderate to severe] [added: moderate-to-severe] plaque psoriasis, [removed: for adults with] active psoriatic arthritis, [removed: for adults with moderately to severely active Crohn's] [added: moderate-to-severe Crohn’s] disease and [removed: treatment of moderately to severely active] [added: moderate-to-severe] ulcerative colitis; [removed: TREMFYA (guselkumab), a treatment for] [added: CAPLYTA (lumateperone) is used in] adults [added: along] with [removed: moderate] [added: an antidepressant] to [removed: severe plaque psoriasis and active psoriatic arthritis and ulcerative colitis; EDURANT (rilpivirine), PREZISTA (darunavir) and PREZCOBIX/REZOLSTA (darunavir/cobicistat), antiretroviral medicines for the treatment of human immunodeficiency virus (HIV) in combination] [added: treat major depressive disorder (MDD), depressive episodes associated] with [removed: other antiretroviral products and SYMTUZA (darunavir/cobicistat/emtricitabine/tenofovir alafenamide), a once-daily single tablet regimen for the treatment of HIV;] [added: bipolar I or bipolar II disorder (bipolar depression) alone or with lithium or valproate; or to treat schizophrenia;] CONCERTA (methylphenidate HCl) extended-release tablets CII, a treatment for attention deficit hyperactivity disorder; INVEGA SUSTENNA/XEPLION (paliperidone palmitate), for the treatment of schizophrenia and schizoaffective disorder in adults; INVEGA TRINZA/TREVICTA (paliperidone palmitate), for the treatment of schizophrenia in patients after they have been adequately treated with INVEGA SUSTENNA for at least four months; SPRAVATO (Esketamine), a nasal spray, used along with an oral antidepressant, to treat adults with treatment-resistant depression (TRD) and depressive symptoms in adults with major depressive disorder (MDD) with suicidal thoughts or actions; [removed: CARVYKTI (ciltacabtagene autoleucel),] [added: EDURANT (rilpivirine), PREZISTA (darunavir) and PREZCOBIX/REZOLSTA (darunavir/cobicistat), antiretroviral medicines for the treatment of human immunodeficiency virus (HIV) in combination with other antiretroviral products and SYMTUZA (darunavir/cobicistat/emtricitabine/tenofovir alafenamide),] a [removed: chimeric antigen] [added: once-daily single tablet regimen for the treatment of HIV; OPSUMIT (macitentan)/OPSYNVI (macitentan/tadalafil) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH); UPTRAVI (selexipag), the only approved oral and intravenous, selective IP] receptor [removed: (CAR)-T-cell therapy] [added: agonist targeting a prostacyclin pathway in PAH; XARELTO (rivaroxaban), an oral anticoagulant] for the [added: prevention of deep vein thrombosis (DVT), which may lead to pulmonary embolism (PE) in patients undergoing hip or knee replacement surgery, to reduce the risk of stroke and systemic embolism in patients with nonvalvular atrial fibrillation, and for the] treatment [added: and reduction] of [added: risk of recurrence of DVT and PE to reduce the risk of major cardiovascular events in] patients with [removed: relapsed/refractory multiple][added: coronary artery disease (CAD) and peripheral artery disease (PAD), for the treatment and secondary prevention of thromboembolism in pediatric patients, and for thromboprophylaxis in pediatric patients following the Fontan procedure.]

| [removed: 2024] [added: 2025] Annual Report | | | 1 | | |

The MedTech segment [removed: includes] [added: develops and manufactures] a broad portfolio of products used in [removed: the] cardiovascular, orthopaedics, surgery, and vision [removed: categories.][added: supporting physicians, hospitals, eye care professionals and healthcare systems across a wide range of acute and elective procedures.]

The Cardiovascular [removed: (previously referred to as Interventional solutions)] portfolio includes electrophysiology products [added: used] to [added: diagnose and] treat heart rhythm disorders, [removed: the heart recovery portfolio (Abiomed) which includes] [added: mechanical circulatory support] technologies [removed: to treat severe coronary artery disease requiring high-risk PCI or AMI] [added: (Abiomed) used in patients with] cardiogenic [removed: shock,] [added: shock or those undergoing a high-risk percutaneous coronary intervention (PCI),] circulatory restoration products (Shockwave) for the treatment of calcified coronary artery disease (CAD) and peripheral artery disease (PAD), and neurovascular care that treats [removed: hemorrhagic] [added: stroke] and [removed: ischemic stroke.][added: other conditions.]

The Orthopaedics portfolio includes products and enabling technologies that support [removed: hips, knees,] [added: joint reconstruction,] trauma, spine, [removed: sports,] [added: sports-related injuries,] and others.

The Surgery [removed: portfolios include advanced and general surgery technologies, as well as] [added: portfolio also includes] solutions that focus on breast aesthetics and reconstruction (Mentor).

[added: The] Vision [removed: products include ACUVUE brand] [added: portfolio includes] contact lenses [removed: and] [added: marketed under the ACUVUE brand,] TECNIS [added: premium] intraocular lenses for cataract [removed: surgery.][added: surgery, and other products used in cataract and refractive procedures.]

These [added: MedTech] products are distributed to wholesalers, hospitals, and retailers and are used predominantly in the professional fields by physicians, nurses, hospitals, eye care professionals, and clinics.

They own, or are licensed under, a significant number of patents in the U.S. and other countries relating to their products, product uses, formulations and manufacturing [removed: processes, which in the aggregate are believed to be of material importance to the Company in the operation of its businesses.][added: processes.]

| 2 | | | [removed: ] [added: ] | | |

[added: Significant legal proceedings] and claims involving the Company's patent and other intellectual property are described in Note 19 Legal proceedings—Intellectual property of the Notes to Consolidated Financial Statements included in Item 8 of this Report.

Sales of the Company’s largest product, collectively DARZALEX (daratumumab) and DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), accounted for approximately [removed: 13.1%] [added: 15.0%] of the Company's total revenues for fiscal [removed: 2024.][added: 2025.]

Genmab A/S owns two patent families related to DARZALEX, and Janssen Biotech, Inc. [added: (a wholly-owned subsidiary of the Company)] has an exclusive license to those patent families.

Janssen Biotech, Inc. owns [removed: a] separate patent [removed: portfolio] [added: portfolios] related to DARZALEX [removed: FASPRO.][added: FASPRO and DARZALEX IV.]

Sales of the Company’s second largest product, STELARA (ustekinumab) accounted for approximately [removed: 11.7%] [added: 6.5%] of the Company's total revenues for fiscal [removed: 2024.][added: 2025.]

[removed: According to patent settlement and license agreements, the] [added: The] Company expects continued launches of biosimilar versions of STELARA [removed: in Europe and the United States in 2025] [added: globally] which will [added: continue to negatively] impact the Company’s sales of STELARA.

| [removed: 2024] [added: 2025] Annual Report | | | 3 | | |

In some cases, the Company’s subsidiaries may deem it advisable to initiate [added: field actions, such as] product [removed: recalls] [added: recalls,] regardless of whether it has been required or directed to.

If the U.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our pharmaceutical products or medical technologies are ineffective or pose an unreasonable safety risk, the U.S. FDA could ban such products, detain or seize adulterated or misbranded products, order a recall, repair, replacement, or refund of such products, withdraw [removed: approval] [added: approval/clearance/classification] for such products, refuse to grant pending applications for marketing authorization or require certificates of foreign governments for exports, and/or require us to notify health professionals and others that the products present unreasonable risks of substantial harm to the public health.

The U.S. FDA may also recommend prosecution to the U.S. [removed: Department of Justice.]

Federal and foreign laws governing international business practices require strict compliance with [removed: anti-bribery] [added: anti-corruption] standards and certain prohibitions with respect to payments to any foreign government official.

[removed: At the] [added: The] federal [removed: level, in August 2022, President Biden signed into law the] Inflation Reduction Act [removed: (IRA), which] [added: of 2022 (IRA)] includes provisions that effectively authorize the government to establish prices for certain high-spend single-source drugs and biologics reimbursed by the Medicare program, starting in 2026 for Medicare Part D drugs and 2028 for Medicare Part B drugs.

[removed: On August 29,] [added: In] 2023, the Centers for Medicare & Medicaid Services [removed: (“CMS”)] [added: (CMS)] published the first “Selected Drug” list, which includes XARELTO and STELARA as well as IMBRUVICA, which is developed in collaboration and co-commercialized in the U.S. with Pharmacyclics LLC, an AbbVie company.

[removed: In any event, we anticipate that the] [added: The] selected products [removed: will be subjected] [added: are subject] to a government-established price for the Medicare population beginning in 2026.

| 4 | | | [removed: ] [added: ] | | |

[removed: The] [added: While the] impact of the IRA on our business and the broader pharmaceutical industry remains uncertain, as litigation filed by Janssen and other pharmaceutical companies remains [removed: ongoing and while] [added: ongoing,] CMS has publicly announced the maximum fair price for each of the selected [removed: drugs, implementation of] [added: drugs and has recently begun implementing] the [removed: program is still in progress.][added: program.]

Additionally, we expect continued scrutiny on drug pricing and government price reporting from Congress, agencies, and other bodies at the federal and state levels, which may result in additional [removed: regulations] [added: regulations, including models] or other mechanisms to increase pricing [removed: transparency and controls.][added: controls and/or transparency.]

[removed: Of note is the increased enforcement activity by data protection authorities in various jurisdictions,] particularly in the European Union, where significant fines have been levied on companies for data breaches, violations of privacy requirements, and unlawful cross-border data transfers.

| [removed: 2024] [added: 2025] Annual Report | | | 5 | | |

As of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023] [added: 29, 2024] the number of employees was approximately:

| Employees(1) | | | [removed: 139,800] [added: 140,800] | | | [removed: 134,400] [added: 139,800] | | |

| Full-time equivalent (FTE) positions(2) | | | [removed: 138,100] [added: 138,200] | | | [removed: 131,900] [added: 138,100] | | |

[removed: ][added: ]

In [removed: 2024, 94%] [added: 2025, 95%] of global employees across 73 countries participated in Our Credo Survey which was offered in 36 languages.

| 6 | | | [removed: ] [added: ] | | |

In [removed: 2024,] [added: 2025,] the Company's voluntary turnover rate was [removed: 6.3%.][added: 5.8%.]

[removed: Employees were] [added: To prioritize learning, the Company has an annual Global Learning Day in which employees are] encouraged to set aside a full day to explore skill-building courses on [removed: J&J Learn, the new] [added: its] state-of-the-art learning [removed: platform.][added: platform, J&J Learn.]

[removed: The Company is] [added: We are] committed to [removed: cultivating, fostering and advancing] [added: cultivating] an inclusive, [removed: credo-based] [added: Credo‑based] work environment [removed: for] [added: where] employees [removed: that recognizes] [added: are recognized] and [removed: rewards] [added: rewarded] based on merit.

Key products in the Innovative Medicine segment include: CARVYKTI (ciltacabtagene autoleucel), a chimeric antigen receptor (CAR)-T-cell therapy for the treatment of patients with relapsed/refractory multiple myeloma; DARZALEX (daratumumab), a treatment for multiple myeloma; DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), a treatment for multiple myeloma and light chain (AL) Amyloidosis; ERLEADA (apalutamide), a next-generation androgen receptor inhibitor for the treatment of patients with prostate cancer; IMBRUVICA (ibrutinib), a treatment for certain B-cell malignancies, or blood cancers and chronic graft versus host disease; RYBREVANT (amivantamab), a fully-human bispecific antibody for adults with EGFR-mutated non-small cell lung cancer and LAZCLUZE (lazertinib), an oral, brain-penetrant EGFR tyrosine kinase inhibitor for non-small cell lung cancer; RYBREVANT FASPRO (amivantamab and hyaluronidase-lpuj), a subcutaneous therapy for patients with non-small cell lung cancer; TALVEY (talquetamab-tgvs) a bispecific antibody for adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy; TECVAYLI (teclistamab-cqyv), a bispecific antibody for adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy; ZYTIGA (abiraterone acetate), a treatment for patients with prostate cancer; REMICADE (infliximab), a treatment for a number of immune-mediated inflammatory diseases; SIMPONI (golimumab), a subcutaneous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis, active ankylosing spondylitis and moderately active to severely active ulcerative colitis; SIMPONI ARIA (golimumab), an intravenous treatment for adults with moderate to severe rheumatoid arthritis, active psoriatic arthritis and active ankylosing spondylitis and active polyarticular juvenile idiopathic arthritis (pJIA) in people 2 years of age and older; STELARA (ustekinumab), a treatment for adults and children with moderate to severe plaque psoriasis, for adults with active psoriatic arthritis, for adults with moderately to severely active Crohn's disease and treatment of moderately to severely active

These products are designed to address disease states where procedural intervention plays a central role in treatment and patient outcomes.

These offerings are primarily delivered through minimally invasive, catheter based approaches and are used by interventional cardiologists, electrophysiologists and neurointerventional specialists.

The Surgery portfolio includes a range of surgical products and enabling technologies for use across open, laparoscopic and robotic surgical procedures.

This portfolio includes instrumentation, energy devices, stapling systems, wound closure, biosurgery products, and digital and robotic technologies designed to support procedural consistency and efficiency across multiple surgical specialties.

These products are used in hospitals and surgical centers worldwide and are supported by ongoing development of surgical techniques and clinical evidence.

Vision products are used by eye care professionals and ophthalmic surgeons and span both corrective and surgical vision care.

In October 2025, the Company announced its intention to separate its Orthopaedics business.

The Company intends to explore multiple paths to effect the planned separation with a targeted completion within 18 to 24 months after the initial announcement.

Royalty rate ranges from 12% to 20% of total DARZALEX net sales.

For the fiscal 2025 and 2024, royalty amounts to Genmab were approximately $2.4 billion and $2.0 billion, respectively.

Third parties have filed biologics license applications with the U.S. FDA, the European Medicines Agency, and other government authorities seeking approval to market biosimilar versions of STELARA around the globe.

Sales of the Company’s third largest product, TREMFYA (guselkumab), accounted for approximately 5.5% of the Company's total revenues for fiscal 2025.

Janssen Biotech, Inc. owns multiple patent families related to TREMFYA, including a composition patent family projected to expire in the United States in 2031.

In addition, Janssen Biotech, Inc. is a party to license agreements related to TREMFYA with an aggregate royalty rate of approximately 5.0% of total TREMFYA net sales payable to third parties.

Department of Justice.

CMS has indicated that, beginning in 2027, it will remove Xarelto and Stelara from the Selected Drug List, such that the products will no longer be subject to the IRA's minimum pricing provisions.

In January 2026, CMS published the Selected Drug list for 2028, which includes ERLEADA.

In December 2025, Janssen sought review by the U.S. Supreme Court of the Third Circuit majority's affirmance of the district court's denial of its summary judgment motion.

In January 2026, the Company reached an agreement with the U.S. Administration to improve access to medicines and lower costs for U.S. patients.

Of note is the increased enforcement activity by data protection authorities in various jurisdictions,

| | | | 2025 | | | 2024 | | |

As a result, and as guided by applicable laws, external insights and employee feedback, we continually strive to meet the needs of our global workforce of individuals from many different backgrounds, abilities, cultures and perspectives.

myeloma; ZYTIGA (abiraterone acetate), a treatment for patients with prostate cancer; ERLEADA (apalutamide), a next-generation androgen receptor inhibitor for the treatment of patients with prostate cancer; IMBRUVICA (ibrutinib), a treatment for certain B-cell malignancies, or blood cancers and chronic graft versus host disease; DARZALEX (daratumumab), a treatment for multiple myeloma; DARZALEX FASPRO (daratumumab and hyaluronidase-fihj), a treatment for multiple myeloma and light chain (AL) Amyloidosis; TECVAYLI (teclistamab-cqyv), a ready-to-use bispecific antibody for adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy; XARELTO (rivaroxaban), an oral anticoagulant for the prevention of deep vein thrombosis (DVT), which may lead to pulmonary embolism (PE) in patients undergoing hip or knee replacement surgery, to reduce the risk of stroke and systemic embolism in patients with nonvalvular atrial fibrillation, and for the treatment and reduction of risk of recurrence of DVT and PE to reduce the risk of major cardiovascular events in patients with coronary artery disease (CAD) and peripheral artery disease (PAD), for the treatment and secondary prevention of thromboembolism in pediatric patients, and for thromboprophylaxis in pediatric patients following the Fontan procedure; OPSUMIT (macitentan) as monotherapy or in combination, indicated for the long-term treatment of pulmonary arterial hypertension (PAH); UPTRAVI (selexipag), the only approved oral and intravenous, selective IP receptor agonist targeting a prostacyclin pathway in PAH.

Significant legal proceedings

Accordingly, the patents related to these products are believed to be material to the Company.

The Company considers these trademarks in the aggregate to be of material importance in the operation of its businesses.

The Selected Drug list also included other medicines targeting disease states that are prevalent in the Medicare population.

Although CMS published an explanation for how it determined prices for selected drugs in December 2024, uncertainty remains as to the methodology used to determine these prices.

In April 2024, Janssen appealed the district court’s denial of its summary judgment motion to the Third Circuit.

| | | | 2024 | | | 2023 | | |

Shockwave has been included in the fiscal 2024 headcount in the above table.

To prioritize learning, the Company recently held Johnson & Johnson's second Global Learning Day.

The Company is dedicated to the values in Our Credo and strives to meet the needs of its employees and stakeholders through compliance with law and the following evidence based strategies:

- Sustain a global workforce of individuals with many different backgrounds, abilities, cultures and perspectives

- Maintain a work environment where each person’s dignity is respected and they have an opportunity to advance based on their merit

- Drive innovation and growth with our business to serve markets around the world

Our approach with respect to our workforce is guided by applicable laws, internal and external insights, global best practices and employee feedback.

For the fiscal year ended December [removed: 29, 2024][added: 28, 2025]

| 3.20% Notes Due [removed: November] [added: June] 2032 | | | JNJ32 | | | New York Stock Exchange | | |

| 3.350% Notes Due [removed: November] [added: June] 2036 | | | JNJ36A | | | New York Stock Exchange | | |

| 3.550% Notes Due [removed: November] [added: June] 2044 | | | JNJ44 | | | New York Stock Exchange | | |

The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the Common Stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately [removed: $352] [added: $367] billion.

On February 6, [removed: 2025,] [added: 2026,] there were [removed: 2,407,616,693] [added: 2,409,898,936] shares of Common Stock outstanding.

| Part III: | | | Portions of the registrant’s proxy statement for its [removed: 2025] [added: 2026] annual meeting of shareholders to be filed within 120 days after the close of the registrant’s fiscal year (the “Proxy Statement”), are incorporated by reference to this report on Form 10-K (this “Report”). | | |

| | | | | | | [Segments of [removed: business](#i4b4bd2fffa0147e7914e1841a5c21924_22)] [added: business](#i4d4483ed6e3e4767b23154f4b8acf0fc_22)] | | | [removed: [1](#i4b4bd2fffa0147e7914e1841a5c21924_22)] [added: [1](#i4d4483ed6e3e4767b23154f4b8acf0fc_22)] | | |

| | | | | | | [Geographic [removed: areas](#i4b4bd2fffa0147e7914e1841a5c21924_25)] [added: areas](#i4d4483ed6e3e4767b23154f4b8acf0fc_25)] | | | [removed: [2](#i4b4bd2fffa0147e7914e1841a5c21924_25)] [added: [2](#i4d4483ed6e3e4767b23154f4b8acf0fc_25)] | | |

| | | | | | | [Raw [removed: materials](#i4b4bd2fffa0147e7914e1841a5c21924_28)] [added: materials](#i4d4483ed6e3e4767b23154f4b8acf0fc_28)] | | | [removed: [2](#i4b4bd2fffa0147e7914e1841a5c21924_28)] [added: [3](#i4d4483ed6e3e4767b23154f4b8acf0fc_28)] | | |

| | | | | | | [Employees and human capital [removed: management](#i4b4bd2fffa0147e7914e1841a5c21924_49)] [added: management](#i4d4483ed6e3e4767b23154f4b8acf0fc_49)] | | | [removed: [6](#i4b4bd2fffa0147e7914e1841a5c21924_49)] [added: [6](#i4d4483ed6e3e4767b23154f4b8acf0fc_49)] | | |

| | | | | | | [Available [removed: information](#i4b4bd2fffa0147e7914e1841a5c21924_52)] [added: information](#i4d4483ed6e3e4767b23154f4b8acf0fc_52)] | | | [removed: [8](#i4b4bd2fffa0147e7914e1841a5c21924_52)] [added: [8](#i4d4483ed6e3e4767b23154f4b8acf0fc_52)] | | |

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| [removed: [1B.](#i4b4bd2fffa0147e7914e1841a5c21924_58)] [added: [1B.](#i4d4483ed6e3e4767b23154f4b8acf0fc_58)] | | | | | | [Unresolved staff [removed: comments](#i4b4bd2fffa0147e7914e1841a5c21924_58)] [added: comments](#i4d4483ed6e3e4767b23154f4b8acf0fc_58)] | | | [removed: [17](#i4b4bd2fffa0147e7914e1841a5c21924_58)] [added: [17](#i4d4483ed6e3e4767b23154f4b8acf0fc_58)] | | |

| [removed: [1C.](#i4b4bd2fffa0147e7914e1841a5c21924_61)] [added: [1C.](#i4d4483ed6e3e4767b23154f4b8acf0fc_61)] | | | | | | [removed: [Cybersecurity](#i4b4bd2fffa0147e7914e1841a5c21924_61)] [added: [Cybersecurity](#i4d4483ed6e3e4767b23154f4b8acf0fc_61)] | | | [removed: [17](#i4b4bd2fffa0147e7914e1841a5c21924_61)] [added: [17](#i4d4483ed6e3e4767b23154f4b8acf0fc_61)] | | |

| [removed: [3](#i4b4bd2fffa0147e7914e1841a5c21924_67)] [added: [3](#i4d4483ed6e3e4767b23154f4b8acf0fc_67)] | | | | | | [Legal [removed: proceedings](#i4b4bd2fffa0147e7914e1841a5c21924_67)] [added: proceedings](#i4d4483ed6e3e4767b23154f4b8acf0fc_67)] | | | [removed: [18](#i4b4bd2fffa0147e7914e1841a5c21924_67)] [added: [18](#i4d4483ed6e3e4767b23154f4b8acf0fc_67)] | | |

| [removed: [4](#i4b4bd2fffa0147e7914e1841a5c21924_70)] [added: [4](#i4d4483ed6e3e4767b23154f4b8acf0fc_70)] | | | | | | [Mine safety [removed: disclosures](#i4b4bd2fffa0147e7914e1841a5c21924_70)] [added: disclosures](#i4d4483ed6e3e4767b23154f4b8acf0fc_70)] | | | [removed: [18](#i4b4bd2fffa0147e7914e1841a5c21924_70)] [added: [18](#i4d4483ed6e3e4767b23154f4b8acf0fc_70)] | | |

| | | | | | | [Executive officers of the [removed: registrant](#i4b4bd2fffa0147e7914e1841a5c21924_73)] [added: registrant](#i4d4483ed6e3e4767b23154f4b8acf0fc_73)] | | | [removed: [19](#i4b4bd2fffa0147e7914e1841a5c21924_73)] [added: [19](#i4d4483ed6e3e4767b23154f4b8acf0fc_73)] | | |

| [removed: [5](#i4b4bd2fffa0147e7914e1841a5c21924_79)] [added: [5](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)] | | | | | | [Market [removed: for](#i4b4bd2fffa0147e7914e1841a5c21924_79) [r](#i4b4bd2fffa0147e7914e1841a5c21924_79)[egistrant’s](#i4b4bd2fffa0147e7914e1841a5c21924_79) [c](#i4b4bd2fffa0147e7914e1841a5c21924_79)[ommon](#i4b4bd2fffa0147e7914e1841a5c21924_79) [e](#i4b4bd2fffa0147e7914e1841a5c21924_79)[quity,](#i4b4bd2fffa0147e7914e1841a5c21924_79) [r](#i4b4bd2fffa0147e7914e1841a5c21924_79)[elated](#i4b4bd2fffa0147e7914e1841a5c21924_79) [s](#i4b4bd2fffa0147e7914e1841a5c21924_79)[tockholder](#i4b4bd2fffa0147e7914e1841a5c21924_79) [m](#i4b4bd2fffa0147e7914e1841a5c21924_79)[atters and](#i4b4bd2fffa0147e7914e1841a5c21924_79) [i](#i4b4bd2fffa0147e7914e1841a5c21924_79)[ssuer](#i4b4bd2fffa0147e7914e1841a5c21924_79) [p](#i4b4bd2fffa0147e7914e1841a5c21924_79)[urchases of](#i4b4bd2fffa0147e7914e1841a5c21924_79) [e](#i4b4bd2fffa0147e7914e1841a5c21924_79)[quity](#i4b4bd2fffa0147e7914e1841a5c21924_79) [s](#i4b4bd2fffa0147e7914e1841a5c21924_79)[ecurities](#i4b4bd2fffa0147e7914e1841a5c21924_79)] [added: for](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [r](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[egistrant’s](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [c](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[ommon](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [e](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[quity,](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [r](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[elated](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [s](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[tockholder](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [m](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[atters and](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [i](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[ssuer](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [p](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[urchases of](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [e](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[quity](#i4d4483ed6e3e4767b23154f4b8acf0fc_79) [s](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)[ecurities](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)] | | | [removed: [21](#i4b4bd2fffa0147e7914e1841a5c21924_79)] [added: [21](#i4d4483ed6e3e4767b23154f4b8acf0fc_79)] | | |

| [removed: [7](#i4b4bd2fffa0147e7914e1841a5c21924_88)] [added: [7](#i4d4483ed6e3e4767b23154f4b8acf0fc_88)] | | | | | | [Management’s discussion and analysis of results of operations and financial [removed: condition](#i4b4bd2fffa0147e7914e1841a5c21924_88)] [added: condition](#i4d4483ed6e3e4767b23154f4b8acf0fc_88)] | | | [removed: [22](#i4b4bd2fffa0147e7914e1841a5c21924_88)] [added: [22](#i4d4483ed6e3e4767b23154f4b8acf0fc_88)] | | |

| [removed: [7A.](#i4b4bd2fffa0147e7914e1841a5c21924_109)] [added: [7A.](#i4d4483ed6e3e4767b23154f4b8acf0fc_109)] | | | | | | [Quantitative and qualitative disclosures about market [removed: risk](#i4b4bd2fffa0147e7914e1841a5c21924_109)] [added: risk](#i4d4483ed6e3e4767b23154f4b8acf0fc_109)] | | | [removed: [42](#i4b4bd2fffa0147e7914e1841a5c21924_109)] [added: [41](#i4d4483ed6e3e4767b23154f4b8acf0fc_109)] | | |

| [removed: [8](#i4b4bd2fffa0147e7914e1841a5c21924_112)] [added: [8](#i4d4483ed6e3e4767b23154f4b8acf0fc_112)] | | | | | | [Financial statements and supplementary [removed: data](#i4b4bd2fffa0147e7914e1841a5c21924_112)] [added: data](#i4d4483ed6e3e4767b23154f4b8acf0fc_112)] | | | [removed: [43](#i4b4bd2fffa0147e7914e1841a5c21924_112)] [added: [42](#i4d4483ed6e3e4767b23154f4b8acf0fc_112)] | | |

| [removed: [9](#i4b4bd2fffa0147e7914e1841a5c21924_250)] [added: [9](#i4d4483ed6e3e4767b23154f4b8acf0fc_250)] | | | | | | [Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#i4b4bd2fffa0147e7914e1841a5c21924_250)] [added: disclosure](#i4d4483ed6e3e4767b23154f4b8acf0fc_250)] | | | [removed: [113](#i4b4bd2fffa0147e7914e1841a5c21924_250)] [added: [114](#i4d4483ed6e3e4767b23154f4b8acf0fc_250)] | | |

| [removed: [9A.](#i4b4bd2fffa0147e7914e1841a5c21924_253)] [added: [9A.](#i4d4483ed6e3e4767b23154f4b8acf0fc_253)] | | | | | | [Controls and [removed: procedures](#i4b4bd2fffa0147e7914e1841a5c21924_253)] [added: procedures](#i4d4483ed6e3e4767b23154f4b8acf0fc_253)] | | | [removed: [113](#i4b4bd2fffa0147e7914e1841a5c21924_253)] [added: [114](#i4d4483ed6e3e4767b23154f4b8acf0fc_253)] | | |

| [removed: [9B.](#i4b4bd2fffa0147e7914e1841a5c21924_256)] [added: [9B.](#i4d4483ed6e3e4767b23154f4b8acf0fc_256)] | | | | | | [Other [removed: information](#i4b4bd2fffa0147e7914e1841a5c21924_256)] [added: information](#i4d4483ed6e3e4767b23154f4b8acf0fc_256)] | | | [removed: [113](#i4b4bd2fffa0147e7914e1841a5c21924_256)] [added: [114](#i4d4483ed6e3e4767b23154f4b8acf0fc_256)] | | |

| [removed: [9C.](#i4b4bd2fffa0147e7914e1841a5c21924_259)] [added: [9C.](#i4d4483ed6e3e4767b23154f4b8acf0fc_259)] | | | | | | [removed: [Disclosure](#i4b4bd2fffa0147e7914e1841a5c21924_259) [regarding] [added: [Disclosure regarding] foreign jurisdictions that prevent [removed: inspections](#i4b4bd2fffa0147e7914e1841a5c21924_259)] [added: inspections](#i4d4483ed6e3e4767b23154f4b8acf0fc_259)] | | | [removed: [113](#i4b4bd2fffa0147e7914e1841a5c21924_259)] [added: [114](#i4d4483ed6e3e4767b23154f4b8acf0fc_259)] | | |

| [removed: [P](#i4b4bd2fffa0147e7914e1841a5c21924_262)[art](#i4b4bd2fffa0147e7914e1841a5c21924_262) [III](#i4b4bd2fffa0147e7914e1841a5c21924_262)] [added: [P](#i4d4483ed6e3e4767b23154f4b8acf0fc_262)[art](#i4d4483ed6e3e4767b23154f4b8acf0fc_262) [III](#i4d4483ed6e3e4767b23154f4b8acf0fc_262)] | | | | | | | | | | | |

| [removed: [10](#i4b4bd2fffa0147e7914e1841a5c21924_265)] [added: [10](#i4d4483ed6e3e4767b23154f4b8acf0fc_265)] | | | | | | [Directors, executive officers and corporate [removed: governance](#i4b4bd2fffa0147e7914e1841a5c21924_265)] [added: governance](#i4d4483ed6e3e4767b23154f4b8acf0fc_265)] | | | [removed: [114](#i4b4bd2fffa0147e7914e1841a5c21924_265)] [added: [115](#i4d4483ed6e3e4767b23154f4b8acf0fc_265)] | | |

| [removed: [11](#i4b4bd2fffa0147e7914e1841a5c21924_268)] [added: [11](#i4d4483ed6e3e4767b23154f4b8acf0fc_268)] | | | | | | [Executive [removed: compensation](#i4b4bd2fffa0147e7914e1841a5c21924_268)] [added: compensation](#i4d4483ed6e3e4767b23154f4b8acf0fc_268)] | | | [removed: [114](#i4b4bd2fffa0147e7914e1841a5c21924_268)] [added: [115](#i4d4483ed6e3e4767b23154f4b8acf0fc_268)] | | |

| [removed: [12](#i4b4bd2fffa0147e7914e1841a5c21924_271)] [added: [12](#i4d4483ed6e3e4767b23154f4b8acf0fc_271)] | | | | | | [Security ownership of certain beneficial owners and management and related stockholder [removed: matters](#i4b4bd2fffa0147e7914e1841a5c21924_271)] [added: matters](#i4d4483ed6e3e4767b23154f4b8acf0fc_271)] | | | [removed: [114](#i4b4bd2fffa0147e7914e1841a5c21924_271)] [added: [115](#i4d4483ed6e3e4767b23154f4b8acf0fc_271)] | | |

| [removed: [13](#i4b4bd2fffa0147e7914e1841a5c21924_274)] [added: [13](#i4d4483ed6e3e4767b23154f4b8acf0fc_274)] | | | | | | [Certain relationships and related transactions, and director [removed: independence](#i4b4bd2fffa0147e7914e1841a5c21924_274)] [added: independence](#i4d4483ed6e3e4767b23154f4b8acf0fc_274)] | | | [removed: [115](#i4b4bd2fffa0147e7914e1841a5c21924_274)] [added: [116](#i4d4483ed6e3e4767b23154f4b8acf0fc_274)] | | |

| [removed: [14](#i4b4bd2fffa0147e7914e1841a5c21924_277)] [added: [14](#i4d4483ed6e3e4767b23154f4b8acf0fc_277)] | | | | | | [Principal accountant fees and [removed: services](#i4b4bd2fffa0147e7914e1841a5c21924_277)] [added: services](#i4d4483ed6e3e4767b23154f4b8acf0fc_277)] | | | [removed: [115](#i4b4bd2fffa0147e7914e1841a5c21924_277)] [added: [116](#i4d4483ed6e3e4767b23154f4b8acf0fc_277)] | | |

| [removed: [P](#i4b4bd2fffa0147e7914e1841a5c21924_280)[art](#i4b4bd2fffa0147e7914e1841a5c21924_280) [IV](#i4b4bd2fffa0147e7914e1841a5c21924_280)] [added: [P](#i4d4483ed6e3e4767b23154f4b8acf0fc_280)[art](#i4d4483ed6e3e4767b23154f4b8acf0fc_280) [IV](#i4d4483ed6e3e4767b23154f4b8acf0fc_280)] | | | | | | | | | | | |

| [removed: [15](#i4b4bd2fffa0147e7914e1841a5c21924_283)] [added: [15](#i4d4483ed6e3e4767b23154f4b8acf0fc_283)] | | | | | | [Exhibits and financial statement [removed: schedules](#i4b4bd2fffa0147e7914e1841a5c21924_283)] [added: schedules](#i4d4483ed6e3e4767b23154f4b8acf0fc_283)] | | | [removed: [116](#i4b4bd2fffa0147e7914e1841a5c21924_283)] [added: [117](#i4d4483ed6e3e4767b23154f4b8acf0fc_283)] | | |

| [removed: [16](#i4b4bd2fffa0147e7914e1841a5c21924_286)] [added: [16](#i4d4483ed6e3e4767b23154f4b8acf0fc_286)] | | | | | | [Form 10-K [removed: summary](#i4b4bd2fffa0147e7914e1841a5c21924_286)] [added: summary](#i4d4483ed6e3e4767b23154f4b8acf0fc_286)] | | | [removed: [116](#i4b4bd2fffa0147e7914e1841a5c21924_286)] [added: [117](#i4d4483ed6e3e4767b23154f4b8acf0fc_286)] | | |

| | | | | | | [Exhibit [removed: index](#i4b4bd2fffa0147e7914e1841a5c21924_292)] [added: index](#i4d4483ed6e3e4767b23154f4b8acf0fc_292)] | | | [removed: [119](#i4b4bd2fffa0147e7914e1841a5c21924_292)] [added: [120](#i4d4483ed6e3e4767b23154f4b8acf0fc_292)] | | |

Risks related to the Company’s strategic [removed: initiatives and] [added: initiatives,] healthcare market [removed: trends][added: trends and the planned separation of the Company's Orthopaedics Business]

- The potential that the expected strategic benefits and opportunities from any planned or completed acquisition or divestiture by the [removed: Company, including the divestment of Kenvue Inc.,] [added: Company] may not be realized or may take longer to realize than expected; [removed: and]

- The potential that the expected benefits and opportunities related to past and ongoing restructuring actions may not be realized or may take longer to realize than [removed: expected.][added: expected;]

| 2.700% Notes Due February 2029 | | | JNJ29B | | | New York Stock Exchange | | |

| 3.050% Notes Due February 2033 | | | JNJ33B | | | New York Stock Exchange | | |

| 3.350% Notes Due February 2037 | | | JNJ37B | | | New York Stock Exchange | | |

| 3.600% Notes Due February 2045 | | | JNJ45 | | | New York Stock Exchange | | |

| 3.700% Notes Due February 2055 | | | JNJ55 | | | New York Stock Exchange | | |

| [P](#i4d4483ed6e3e4767b23154f4b8acf0fc_13)[art](#i4d4483ed6e3e4767b23154f4b8acf0fc_13) [I](#i4d4483ed6e3e4767b23154f4b8acf0fc_13) | | | | | | | | | | | |

| [1](#i4d4483ed6e3e4767b23154f4b8acf0fc_16) | | | | | | [Business](#i4d4483ed6e3e4767b23154f4b8acf0fc_16) | | | [1](#i4d4483ed6e3e4767b23154f4b8acf0fc_16) | | |

| | | | | | | [General](#i4d4483ed6e3e4767b23154f4b8acf0fc_19) | | | [1](#i4d4483ed6e3e4767b23154f4b8acf0fc_19) | | |

| | | | | | | [Patents](#i4d4483ed6e3e4767b23154f4b8acf0fc_31) | | | [3](#i4d4483ed6e3e4767b23154f4b8acf0fc_31) | | |

| | | | | | | [Trademarks](#i4d4483ed6e3e4767b23154f4b8acf0fc_34) | | | [3](#i4d4483ed6e3e4767b23154f4b8acf0fc_37) | | |

| | | | | | | [Seasonality](#i4d4483ed6e3e4767b23154f4b8acf0fc_37) | | | [3](#i4d4483ed6e3e4767b23154f4b8acf0fc_37) | | |

| | | | | | | [Competition](#i4d4483ed6e3e4767b23154f4b8acf0fc_40) | | | [4](#i4d4483ed6e3e4767b23154f4b8acf0fc_40) | | |

| | | | | | | [Environment](#i4d4483ed6e3e4767b23154f4b8acf0fc_43) | | | [4](#i4d4483ed6e3e4767b23154f4b8acf0fc_43) | | |

| | | | | | | [Regulation](#i4d4483ed6e3e4767b23154f4b8acf0fc_46) | | | [4](#i4d4483ed6e3e4767b23154f4b8acf0fc_46) | | |

| [2](#i4d4483ed6e3e4767b23154f4b8acf0fc_64) | | | | | | [Properties](#i4d4483ed6e3e4767b23154f4b8acf0fc_64) | | | [18](#i4d4483ed6e3e4767b23154f4b8acf0fc_64) | | |

| [P](#i4d4483ed6e3e4767b23154f4b8acf0fc_76)[art](#i4d4483ed6e3e4767b23154f4b8acf0fc_76) [II](#i4d4483ed6e3e4767b23154f4b8acf0fc_76) | | | | | | | | | | | |

| [6](#i4d4483ed6e3e4767b23154f4b8acf0fc_82) | | | | | | [(Reserved)](#i4d4483ed6e3e4767b23154f4b8acf0fc_82) | | | [21](#i4d4483ed6e3e4767b23154f4b8acf0fc_82) | | |

| | | | | | | [Signatures](#i4d4483ed6e3e4767b23154f4b8acf0fc_289) | | | [118](#i4d4483ed6e3e4767b23154f4b8acf0fc_289) | | |

- The Company’s ability to satisfy the necessary conditions to consummate the planned separation of the Company’s Orthopaedics business on a timely basis or at all;

- The Company’s ability to successfully separate the Company’s Orthopaedics business and realize the anticipated benefits from the planned separation; and

- The structure of the separation transaction and the future operating and financial performance, market position and business strategy for each company.

| [P](#i4b4bd2fffa0147e7914e1841a5c21924_13)[art](#i4b4bd2fffa0147e7914e1841a5c21924_13) [I](#i4b4bd2fffa0147e7914e1841a5c21924_13) | | | | | | | | | | | |

| [1](#i4b4bd2fffa0147e7914e1841a5c21924_16) | | | | | | [Business](#i4b4bd2fffa0147e7914e1841a5c21924_16) | | | [1](#i4b4bd2fffa0147e7914e1841a5c21924_16) | | |

| | | | | | | [General](#i4b4bd2fffa0147e7914e1841a5c21924_19) | | | [1](#i4b4bd2fffa0147e7914e1841a5c21924_19) | | |

| | | | | | | [Patents](#i4b4bd2fffa0147e7914e1841a5c21924_31) | | | [2](#i4b4bd2fffa0147e7914e1841a5c21924_31) | | |

| | | | | | | [Trademarks](#i4b4bd2fffa0147e7914e1841a5c21924_34) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_37) | | |

| | | | | | | [Seasonality](#i4b4bd2fffa0147e7914e1841a5c21924_37) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_37) | | |

| | | | | | | [Competition](#i4b4bd2fffa0147e7914e1841a5c21924_40) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_40) | | |

| | | | | | | [Environment](#i4b4bd2fffa0147e7914e1841a5c21924_43) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_43) | | |

| | | | | | | [Regulation](#i4b4bd2fffa0147e7914e1841a5c21924_46) | | | [3](#i4b4bd2fffa0147e7914e1841a5c21924_46) | | |

| [2](#i4b4bd2fffa0147e7914e1841a5c21924_64) | | | | | | [Properties](#i4b4bd2fffa0147e7914e1841a5c21924_64) | | | [18](#i4b4bd2fffa0147e7914e1841a5c21924_64) | | |

| [P](#i4b4bd2fffa0147e7914e1841a5c21924_76)[art](#i4b4bd2fffa0147e7914e1841a5c21924_76) [II](#i4b4bd2fffa0147e7914e1841a5c21924_76) | | | | | | | | | | | |

| [6](#i4b4bd2fffa0147e7914e1841a5c21924_82) | | | | | | [(Reserved)](#i4b4bd2fffa0147e7914e1841a5c21924_82) | | | [21](#i4b4bd2fffa0147e7914e1841a5c21924_82) | | |

| | | | | | | [Signatures](#i4b4bd2fffa0147e7914e1841a5c21924_289) | | | [117](#i4b4bd2fffa0147e7914e1841a5c21924_289) | | |

Refer to the risk factor captioned [removed: An] [added: *An] information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or [removed: reputation] [added: reputation*] in Part I, Item 1A.

| [removed: 2024] [added: 2025] Annual Report | | | 17 | | |

The Company's subsidiaries operate [removed: 64] [added: 63] manufacturing facilities occupying approximately [removed: 9.6] [added: 10.4] million square feet of floor space.

| Innovative Medicine | | | [removed: 4,696] [added: 5,245] | | |

| Worldwide Total | | | [removed: 9,607] [added: 10,363] | | |

Within the U.S., [removed: four] [added: three] facilities are used by the Innovative Medicine segment and 19 by the MedTech segment.

Outside of the U.S., [removed: 14] [added: 16] facilities are used by the Innovative Medicine segment and [removed: 27] [added: 25] by the MedTech segment.

| United States | | | [removed: 23] [added: 22] | | | | | | [removed: 2,892] [added: 3,037] | | |

| Western Hemisphere, excluding U.S. | | | 7 | | | | | | [removed: 898] [added: 1,054] | | |

| Africa, Asia and Pacific | | | [removed: 13] [added: 12] | | | | | | [removed: 1,296] [added: 1,237] | | |

| Worldwide Total | | | [removed: 64] [added: 63] | | | | | | [removed: 9,607] [added: 10,363] | | |

In addition to the manufacturing facilities discussed above, the Company maintains numerous [removed: office] [added: office, research] and [added: development and] warehouse facilities throughout the world.

| MedTech | | | 5,118 | | |

| Europe | | | 22 | | | | | | 5,035 | | |

| MedTech | | | 4,911 | | |

| Europe | | | 21 | | | | | | 4,521 | | |

| 18 | | | [removed: ] [added: ] | | |

| [removed: ] [added: ] | | | Vanessa Broadhurst, [removed: 56] [added: 57] Member, Executive Committee; Executive Vice President, Global Corporate Affairs Ms. V. Broadhurst was named Executive Vice President, Global Corporate Affairs and appointed to the Executive Committee in 2022. Ms. Broadhurst rejoined the Company in 2017 and was appointed Company Group Chairman, Global Commercial Strategy Organization in 2018. From 2013 to 2017, she held General Manager roles at Amgen in Inflammation & Cardiovascular, and Cardiovascular & Bone. Prior to her roles at Amgen, she served in various leadership roles at the Company from 2005-2013. | | |

| [removed: ] [added: ] | | | Joaquin Duato, [removed: 62] [added: 63] Chairman of the Board; Chief Executive Officer Mr. J. Duato became Chairman of the Board of Directors in 2023 subsequent to his appointments as Chief Executive Officer and Director in 2022. Mr. Duato was appointed to the Executive Committee in 2016 when he was named Executive Vice President, Worldwide Chairman, Pharmaceuticals and subsequently served as Vice Chairman of the Executive Committee. Mr. Duato first joined the Company in 1989 with Janssen-Farmaceutica S.A. (Spain), a subsidiary of the Company, and held executive positions of increasing responsibility in all business sectors and across multiple geographies and functions. | | |

| [removed: ] [added: ] | | | Elizabeth Forminard, [removed: 54] [added: 55] Member, Executive Committee; Executive Vice President, Chief Legal Officer Ms. E. Forminard was appointed Executive Vice President, Chief Legal Officer and a member of the Executive Committee in 2022. Ms. Forminard joined the Company in 2006, serving in roles of increasing responsibility including General Counsel Medical Devices & Diagnostics, General Counsel Consumer Group & Supply Chain, Worldwide Vice President Corporate Governance, and in her immediate past role as General Counsel Pharmaceuticals. | | |

| [removed: ] [added: ] | | | Kristen Mulholland, [removed: 58] [added: 59] Member, Executive Committee; Executive Vice President, Chief Human Resources Officer Ms. K. Mulholland was appointed Executive Vice President, Chief Human Resources Officer and appointed to the Executive Committee in 2024. She joined the company in 2005 and has held HR leadership positions across the full breadth of the company including MedTech, Innovative Medicines, our Corporate Functions and Corporate HR Services including Performance and Development and most recently, Global Total Rewards. | | |

| [removed: ] [added: ] | | | John C. Reed, M.D., Ph.D., [removed: 66] [added: 67] Member, Executive Committee; Executive Vice President, Innovative Medicine, R&D Dr. J. C. Reed joined the Company in 2023 as Executive Vice President, Innovative Medicine, R&D and a member of the Executive Committee. Prior to joining the Company, Dr. Reed held executive leadership positions at Sanofi (2018-2022) and Roche (2013-2018), serving on their respective executive committees. He also served as CEO of Sanford-Burnham Medical Research Institute (now Sanford Burnham Prebys) where he established multiple therapeutic area-aligned research centers and platform technology centers. | | |

| [removed: 2024] [added: 2025] Annual Report | | | 19 | | |

| [removed: ] [added: ] | | | Tim Schmid, [removed: 55] [added: 56] Member, Executive Committee; Executive Vice President, Worldwide Chairman, MedTech Mr. T. Schmid was appointed Executive Vice President, Worldwide Chairman, MedTech and a member of the Executive Committee in 2023. He joined the Company in 1993 and has served in leadership positions throughout Johnson & Johnson MedTech, including Chief Strategic Customer Officer and President of Ethicon, and most recently served as Company Group Chairman MedTech Asia Pacific from 2018-2023. | | |

| [removed: ] [added: ] | | | James Swanson, [removed: 59] [added: 60] Member, Executive Committee; Executive Vice President, Chief Information Officer Mr. J. Swanson was appointed Executive Vice President, Chief Information Officer and a member of the Executive Committee in 2022. He rejoined the Company in 2019 as Chief Information Officer of Johnson & Johnson from Bayer Crop Science, where he served as a member of the Executive Leadership Team and as Chief Information Officer and Head of Digital Transformation. From 1996 to 2005, Mr. Swanson held positions of increasing responsibility at the Company, including Project Manager, Director IT, Sr. Director IT and Vice President, Chief Information Officer. | | |

| [removed: ] [added: ] | | | Jennifer L. Taubert, [removed: 61] [added: 62] Member, Executive Committee; Executive Vice President, Worldwide Chairman, Innovative Medicine Ms. J. L. Taubert was appointed Executive Vice President, Worldwide Chairman, Innovative Medicine [removed: (formerly Pharmaceuticals)] and a member of the Executive Committee in 2018. She joined the Company in 2005 as Worldwide Vice President and held several executive positions of increasing responsibility in the Pharmaceuticals sector, including Company Group Chairman, North America, and Company Group Chairman, The Americas from 2012-2018. | | |

| [removed: ] [added: ] | | | Kathryn E. Wengel, [removed: 59] [added: 60] Member, Executive Committee; Executive Vice President, Chief Technical Operations & Risk Officer Ms. K. E. Wengel was appointed Executive Vice President, Chief Technical Operations & Risk Officer in 2023, subsequent to her appointment to the Executive Committee in 2018 when she was named as Executive Vice President, Chief Global Supply Chain Officer. Ms. Wengel first joined the Company in 1988 as Project Engineer and Engineering Supervisor at Janssen, a subsidiary of the Company. During her tenure with the Company, she has held a variety of strategic leadership and executive positions, including in roles within operations, quality, engineering, new products, information technology, and other technical and business functions. | | |

| [removed: ] [added: ] | | | Joseph J. Wolk, [removed: 58] [added: 59] Member, Executive Committee; Executive Vice President, Chief Financial Officer Mr. J. J. Wolk was appointed Executive Vice President, Chief Financial Officer and a member of the Executive Committee in 2018. He first joined the Company in 1998 as Finance Manager, Business Development for Ortho-McNeil, a subsidiary of the Company. During his tenure at the Company, he has held a variety of senior leadership roles in several segments and functions across the Company's subsidiaries, including Vice President, Finance and Chief Financial Officer of the Janssen Pharmaceutical Companies, and Vice President, Investor Relations. | | |

| 20 | | | [removed: ] [added: ] | | |

As of February [removed: 6, 2025,] [added: 4, 2026,] there were [removed: 114,147] [added: 108,358] record holders of common stock of the Company.

The following table provides information with respect to common stock purchases by the Company during the fiscal fourth quarter of [removed: 2024.][added: 2025.]

| Fiscal Period | | | [removed: | | |] Total Number of Shares Purchased(1) | | | [removed: | | |] Avg. Price Paid Per Share | | | [removed: | | |] Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | [removed: | | |] Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | | |

(1)During the fiscal fourth quarter of [removed: 2024,] [added: 2025,] the Company repurchased an aggregate of [removed: 1,603,278] [added: 9,722,756] shares of Johnson & Johnson Common Stock in open-market transactions, all of which were purchased as part of a systematic plan to meet the needs of the Company’s compensation programs.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| September 29, 2025 through October 26, 2025 | | | 3,806,577 | | | 192.15 | | | — | | | — | | |

| October 27, 2025 through November 23, 2025 | | | 1,690,213 | | | 193.54 | | | — | | | — | | |

| November 24, 2025 through December 28, 2025 | | | 4,225,966 | | | 204.81 | | | — | | | — | | |

| Total | | | 9,722,756 | | | | | | — | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| September 30, 2024 through October 27, 2024 | | | | | | 621,412 | | | | | | $163.13 | | | | | | — | | | | | | — | | |

| October 28, 2024 through November 24, 2024 | | | | | | 831,866 | | | | | | $158.98 | | | | | | — | | | | | | — | | |

| November 25, 2024 through December 29, 2024 | | | | | | 150,000 | | | | | | $152.96 | | | | | | — | | | | | | — | | |

| Total | | | | | | 1,603,278 | | | | | | | | | | | | — | | | | | | | | |

| [removed: 2024] [added: 2025] Annual Report | | | 21 | | |

| [Consolidated balance [removed: sheets](#i4b4bd2fffa0147e7914e1841a5c21924_118)] [added: sheets](#i4d4483ed6e3e4767b23154f4b8acf0fc_118)] | | | [removed: [44](#i4b4bd2fffa0147e7914e1841a5c21924_118)] [added: [43](#i4d4483ed6e3e4767b23154f4b8acf0fc_118)] | | |

| [Consolidated statements of [removed: earnings](#i4b4bd2fffa0147e7914e1841a5c21924_124)] [added: earnings](#i4d4483ed6e3e4767b23154f4b8acf0fc_124)] | | | [removed: [45](#i4b4bd2fffa0147e7914e1841a5c21924_124)] [added: [44](#i4d4483ed6e3e4767b23154f4b8acf0fc_124)] | | |

| [Consolidated statements of comprehensive [removed: income](#i4b4bd2fffa0147e7914e1841a5c21924_127)] [added: income](#i4d4483ed6e3e4767b23154f4b8acf0fc_127)] | | | [removed: [46](#i4b4bd2fffa0147e7914e1841a5c21924_127)] [added: [45](#i4d4483ed6e3e4767b23154f4b8acf0fc_127)] | | |

| [Consolidated statements of [removed: equity](#i4b4bd2fffa0147e7914e1841a5c21924_133)] [added: equity](#i4d4483ed6e3e4767b23154f4b8acf0fc_133)] | | | [removed: [47](#i4b4bd2fffa0147e7914e1841a5c21924_133)] [added: [46](#i4d4483ed6e3e4767b23154f4b8acf0fc_133)] | | |

| [Consolidated statements of cash [removed: flows](#i4b4bd2fffa0147e7914e1841a5c21924_139)] [added: flows](#i4d4483ed6e3e4767b23154f4b8acf0fc_139)] | | | [removed: [48](#i4b4bd2fffa0147e7914e1841a5c21924_139)] [added: [47](#i4d4483ed6e3e4767b23154f4b8acf0fc_139)] | | |

| [Notes to consolidated financial [removed: statements](#i4b4bd2fffa0147e7914e1841a5c21924_142)] [added: statements](#i4d4483ed6e3e4767b23154f4b8acf0fc_142)] | | | [removed: [50](#i4b4bd2fffa0147e7914e1841a5c21924_142)] [added: [49](#i4d4483ed6e3e4767b23154f4b8acf0fc_142)] | | |

| [Report of independent registered public accounting [removed: firm](#i4b4bd2fffa0147e7914e1841a5c21924_238) [(PCAOB ID](#i4b4bd2fffa0147e7914e1841a5c21924_238)] [added: firm (PCAOB ID](#i4d4483ed6e3e4767b23154f4b8acf0fc_238)] 238) | | | [removed: [107](#i4b4bd2fffa0147e7914e1841a5c21924_238)] [added: [108](#i4d4483ed6e3e4767b23154f4b8acf0fc_238)] | | |

| [Management’s report on internal control over financial [removed: reporting](#i4b4bd2fffa0147e7914e1841a5c21924_241)] [added: reporting](#i4d4483ed6e3e4767b23154f4b8acf0fc_241)] | | | [removed: [110](#i4b4bd2fffa0147e7914e1841a5c21924_241)] [added: [111](#i4d4483ed6e3e4767b23154f4b8acf0fc_241)] | | |

| [removed: 2024] [added: 2025] Annual Report | | | 43 | | |

Johnson & Johnson and subsidiaries consolidated balance sheetsAt December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023][added: 29, 2024]

| | | | [added: 2025 | | |] 2024 | | | 2023 | | |

| Cash and cash equivalents (Notes 1 and 2) | | | [removed: $24,105] [added: $19,709] | | | [removed: 21,859] [added: 24,105] | | |

| Marketable securities (Notes 1 and 2) | | | [removed: 417] [added: 393] | | | [removed: 1,068] [added: 417] | | |

| Accounts receivable trade, less allowances [removed: $167 (2023, $166)] [added: $183 (2024, $167)] | | | [removed: 14,842] [added: 17,178] | | | [removed: 14,873] [added: 14,842] | | |

| Inventories (Notes 1 and 3) | | | [removed: 12,444] [added: 14,191] | | | [removed: 11,181] [added: 12,444] | | |

| Prepaid expenses and other receivables | | | [removed: 4,085] [added: 4,153] | | | [removed: 4,514] [added: 4,085] | | |

| Total current assets | | | [removed: 55,893] [added: 55,624] | | | [removed: 53,495] [added: 55,893] | | |

| Property, plant and equipment, net (Notes 1 and 4) | | | [removed: 20,518] [added: 23,169] | | | [removed: 19,898] [added: 20,518] | | |

| Intangible assets, net (Notes 1 and 5) | | | [removed: 37,618] [added: 50,403] | | | [removed: 34,175] [added: 37,618] | | |

| Goodwill (Notes 1 and 5) | | | [removed: 44,200] [added: 48,772] | | | [removed: 36,558] [added: 44,200] | | |

| Deferred taxes on income (Note 8) | | | [removed: 10,461] [added: 6,874] | | | [removed: 9,279] [added: 10,461] | | |

| Other assets | | | [removed: 11,414] [added: 14,368] | | | [removed: 14,153] [added: 11,414] | | |

| Loans and notes payable (Note 7) | | | [removed: $5,983] [added: $8,495] | | | [removed: 3,451] [added: 5,983] | | |

| Accounts payable | | | [removed: 10,311] [added: 11,991] | | | [removed: 9,632] [added: 10,311] | | |

| Accrued liabilities | | | [removed: 8,549] [added: 8,594] | | | [removed: 10,212] [added: 8,549] | | |

| Accrued rebates, returns and promotions | | | [removed: 17,580] [added: 19,124] | | | [removed: 16,001] [added: 17,580] | | |

| Accrued compensation and employee related obligations | | | [removed: 4,126] [added: 4,534] | | | [removed: 3,993] [added: 4,126] | | |

| Accrued taxes on income (Note 8) | | | [removed: 3,772] [added: 1,388] | | | [removed: 2,993] [added: 3,772] | | |

| Total current liabilities | | | [removed: 50,321] [added: 54,126] | | | [removed: 46,282] [added: 50,321] | | |

| Long-term debt (Note 7) | | | [removed: 30,651] [added: 39,438] | | | [removed: 25,881] [added: 30,651] | | |

| Deferred taxes on income (Note 8) | | | [removed: 2,448] [added: 6,791] | | | [removed: 3,193] [added: 2,448] | | |

| Employee related obligations (Notes 9 and 10) | | | [removed: 7,255] [added: 6,957] | | | [removed: 7,149] [added: 7,255] | | |

| Long-term taxes payable (Note 1) | | | [removed: 390] [added: 486] | | | [removed: 2,881] [added: 390] | | |

| Other liabilities | | | [removed: 17,549] [added: 9,868] | | | [removed: 13,398] [added: 17,549] | | |

| Total liabilities | | | [removed: 108,614] [added: 117,666] | | | [removed: 98,784] [added: 108,614] | | |

| Accumulated other comprehensive income (loss) (Note 13) | | | [removed: (11,741)] [added: (14,930)] | | | [removed: (12,527)] [added: (11,741)] | | |

| Retained earnings and Additional-paid-in-capital | | | [removed: 155,791] [added: 168,978] | | | [removed: 153,843] [added: 155,791] | | |

| Less: common stock held in treasury, at cost (Note 12) [removed: (712,921,000] [added: (711,904,000] shares and [removed: 712,765,000] [added: 712,921,000] shares) | | | [removed: 75,680] [added: 75,624] | | | [removed: 75,662] [added: 75,680] | | |

| Total shareholders’ equity | | | [removed: 71,490] [added: 81,544] | | | [removed: 68,774] [added: 71,490] | | |

| Total liabilities and shareholders’ equity | | | [removed: $180,104] [added: $199,210] | | | [removed: 167,558] [added: 180,104] | | |

| Total assets | | | $199,210 | | | 180,104 | | |

| Balance, December 28, 2025 | | | $81,544 | | | 168,978 | | | (14,930) | | | 3,120 | | | (75,624) | | |

| Net earnings | | | $26,804 | | | 14,066 | | | 35,153 | | |

| | | | | | | | | | | | |

In October 2025, the Company announced its intention to separate its Orthopaedics business.

The Company intends to explore multiple paths to effect the planned separation with a targeted completion within 18 to 24 months after the initial announcement.

The Company adopted this standard prospectively for fiscal year 2025.

Adjustments to revenue recognized as a result of changes in estimates for the Company's most significant U.S. rebates and discounts liability balances for products shipped in previous periods were approximately 3.0% and 2.0% of U.S. Innovative Medicine revenue during the fiscal years 2025 and 2024, respectively.

Commitments under finance leases are not significant.

The United States enacted into law on July 4, 2025, the One Big Beautiful Bill Act, (OBBBA).

The OBBBA includes provisions modifying the corporate income tax code, including the immediate expensing of domestic research and development expenditures for tax purposes, 100% bonus depreciation for qualified assets, and an increase in the statutory tax rate on foreign earnings from 10.5% to 12.6%.

The law also renamed the provision for taxes on foreign earnings from Global Intangible Low-Taxed Income (GILTI) to Net Controlled Foreign Corporation (CFC) Tested Income (NCTI).

The Company will continue to account for NCTI under the deferred method as discussed below under the previous U.S. Tax Cuts and Jobs Act (TCJA) provisions.

| | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | |

| (Dollars in Millions) | | | | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash | | | | | | $3,299 | | | | | | | | | | | | | | | | | | 3,299 | | | | | | 3,299 | | | | | | — | | |

| Subtotal | | | | | | $17,248 | | | | | | | | | | | | | | | | | | 17,248 | | | | | | 17,248 | | | | | | — | | |

| U.S. Gov't Securities | | | | | | $2,365 | | | | | | | | | | | | | | | | | | 2,365 | | | | | | 2,324 | | | | | | 41 | | |

| Subtotal available for sale(2) | | | | | | $2,854 | | | | | | | | | | | | | | | | | | 2,854 | | | | | | 2,461 | | | | | | 393 | | |

| (Dollars in Millions) | | | | | | 2025 | | | | | | 2024 | | |

| (Dollars in Millions) | | | | | | 2025 | | | | | | 2024 | | |

| (Dollars in Millions) | | | | | | 2025 | | | | | | 2024 | | |

| Trademarks(3) | | | | | | 1,772 | | | | | | — | | |

(1)See Note 18 to the Consolidated Financial Statements for additional details related to acquisitions and divestitures.

(3)In October 2025, the Company announced its intention to separate its Orthopaedics business, to be named DePuy Synthes.

In connection with this strategic decision, the Company determined the DePuy Synthes trademarks will continue to be used on existing and future products.

This reclassification reflects management’s revised expectations regarding the future economic life and continued use of these trademarks through and following the planned separation.

Based on a qualitative assessment, the Company concluded that the trademarks are not impaired.

| Currency translation/other | | | | | | | | | 787 | | | | | | 326 | | | | | | 1,113 | | |

| Goodwill at December 28, 2025 | | | | | | | | | $14,967 | | | | | | 33,805 | | | | | | 48,772 | | |

| $5,100 | | | | | | 4,400 | | | | | | 3,700 | | | | | | 3,600 | | | | | | 3,500 | | |

| | | | December 28, 2025 | | | | | | | | | | | | | | | | | | December 29, 2024 | | | | | | | | | | | | | | |

December 28, 2025 and December 29, 2024:

| | | | | | | December 29, 2024 | | | | | | | | | | | | | | | | | | December 28, 2025 | | | | | | | | |

| | | | | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

(6)In fiscal year 2025, the Company recorded a reduction of $364 million to the CVR liability associated with the 2022 Abiomed acquisition based on the reduced probability of the achievement of certain developmental and commercial milestones by the dates required in the CVR agreement.

The remaining CVR balance is $0.4 billion.

As of December 28, 2025 and December 29, 2024, cash and cash equivalents includes money market funds of $5,993 million and $6,123 million, respectively, which would be considered level 1 in the fair value hierarchy

| Total assets | | | $180,104 | | | 167,558 | | |

| Balance, January 2, 2022 | | | $74,023 | | | 123,060 | | | (13,058) | | | 3,120 | | | (39,099) | | |

| Fair value of assets acquired | | | $16,091 | | | — | | | 18,710 | | |

| Fair value of liabilities assumed | | | (1,632) | | | — | | | (1,058) | | |

| Net cash paid for acquisitions (Note 18) | | | $14,459 | | | — | | | 17,652 | | |

non-controlling interest of $1.3 billion associated with Kenvue was reflected in equity attributable to non-controlling interests in the consolidated balance sheet in the fiscal second quarter of 2023.

ASU 2023-07: Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures

The Company adopted the standard in the fiscal year 2024, which requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

The standard was applied retrospectively to all periods presented in the financial statements.

As this accounting standard only impacts disclosures, it will not have a material impact on the Company’s Consolidated Financial Statements.

This update is required to be effective for the Company for fiscal periods beginning after December 15, 2024.

volume-based sales incentive programs.

Commitments under finance leases are not significant, and are included in Property, plant and equipment, Loans and notes payable, and Long-term debt on the consolidated balance sheet.

In 2017, the United States enacted into law new U.S. tax legislation, the U.S. Tax Cuts and Jobs Act (TCJA).

These payments began in fiscal year 2018 and will continue through 2025.

The TCJA also includes provisions for a tax on global intangible low-taxed income (GILTI).

The Company has recorded deferred tax liabilities on all undistributed earnings prior to December 31, 2017 from its international subsidiaries.

| Cash | | | | | | $3,340 | | | | | | | | | | | | — | | | | | | 3,340 | | | | | | 3,340 | | | | | | — | | |

| Non-U.S. Sovereign Securities(1) | | | | | | 522 | | | | | | | | | | | | — | | | | | | 522 | | | | | | 174 | | | | | | 348 | | |

| Corporate debt securities(1) | | | | | | 338 | | | | | | | | | | | | — | | | | | | 338 | | | | | | 189 | | | | | | 149 | | |

| Subtotal | | | | | | 14,053 | | | | | | | | | | | | — | | | | | | 14,053 | | | | | | 13,556 | | | | | | 497 | | |

| U.S. Gov't Securities | | | | | | $8,562 | | | | | | | | | | | | — | | | | | | 8,562 | | | | | | 8,259 | | | | | | 303 | | |

| U.S. Gov't Agencies | | | | | | 71 | | | | | | | | | | | | (1) | | | | | | 70 | | | | | | — | | | | | | 70 | | |

| Subtotal available for sale(2) | | | | | | $8,875 | | | | | | | | | | | | (1) | | | | | | 8,874 | | | | | | 8,303 | | | | | | 571 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Trademarks(1) | | | | | | — | | | | | | 1,714 | | |

| Goodwill at January 1, 2023 | | | | | | | | | $10,184 | | | | | | 25,863 | | | | | | 36,047 | | |

| Currency translation/other | | | | | | | | | 223 | | | | | | 288 | | | * | | | 511 | | |

* Includes purchase price allocation adjustments for Abiomed

| $4,000 | | | | | | 3,400 | | | | | | 2,800 | | | | | | 2,200 | | | | | | 2,200 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

December 31, 2023:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | January 1, 2023 | | | | | | | | | | | | | | | | | | December 31, 2023 | | | | | | | | |

December 31, 2023 and January 1, 2023, respectively.

Includes $4 million classified as current liabilities as of January 1, 2023.

In fiscal year 2022, the Company recorded $704 million of contingent consideration related to Abiomed.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

*Changes in internal control over financial reporting.* During the fiscal quarter ended December [removed: 29, 2024,] [added: 28, 2025,] there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required under Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal fourth quarter of [removed: 2024,] [added: 2025,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

| 114 | | |  | | |

| 2024 Annual Report | | | 113 | | |

The following table provides certain information as of December [removed: 29, 2024] [added: 28, 2025] concerning the shares of the Company’s Common Stock that may be issued under existing equity compensation plans.

| 2025 Annual Report | | | 115 | | |

| Equity Compensation Plans Approved by Security Holders(1) | | | 107,318,427 | | | $131.08 | | | 93,216,941 | | |

| Total | | | 107,318,427 | | | $131.08 | | | 93,216,941 | | |

| 114 | | |  | | |

| Equity Compensation Plans Approved by Security Holders(1) | | | 127,682,644 | | | $127.63 | | | 111,042,139 | | |

| Total | | | 127,682,644 | | | $127.63 | | | 111,042,139 | | |

| 116 | | |  | | |

| 2024 Annual Report | | | 115 | | |

Consolidated balance sheets at end of fiscal years [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated statements of earnings for fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated statements of comprehensive income for [removed: Fiscal Years 2024, 2023] [added: fiscal years 2025, 2024] and [removed: 2022][added: 2023]

Consolidated statements of equity for fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated statements of cash flows for fiscal years [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

All schedules are omitted because they are not [removed: applicable] [added: applicable, not material] or the required information is included in the financial statements or notes.

| [removed: 116] [added: 118] | | | [removed: ] [added: ] | | |

Date: February [removed: 13, 2025][added: 11, 2026]

| /s/ J. Duato | | | Chairman of the Board | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ J. J. Wolk | | | Chief Financial Officer | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ R. J. Decker Jr. | | | Controller and Chief Accounting Officer | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ M. C. Beckerle | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ J. A. Doudna | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| [removed: 2024] [added: 2025] Annual Report | | | 117 | | |

| /s/ M. A. Hewson | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ P. A. Johnson | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ H. Joly | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ M. B. McClellan | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ M. A. Weinberger | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ N. Y. West | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| /s/ E. A. Woods | | | Director | | | February [removed: 13, 2025] [added: 11, 2026] | | |

| [removed: 118] [added: 120] | | | [removed: ] [added: ] | | |

| [removed: [4(b)](https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/ex4b-descriptionofcapitals.htm)] [added: [4(b)](https://www.sec.gov/Archives/edgar/data/200406/000020040626000016/ex4b-descriptionofcapitals.htm)] | | | | | | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 — Filed with this document. | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[c](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] [added: [10(c)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] | | | | | | Global NonQualified Stock Option Award Agreement under the 2012 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended April 1, 2018.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[d](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] [added: [10(d)](https://www.sec.gov/Archives/edgar/data/200406/000020040618000019/a1q10q04-01x18.htm#s3C6148D0187A71703C38F6BC707F77D0)] | | | | | | Global Restricted Share Unit Award Agreement under the 2012 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended April 1, 2018.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)[g](https://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)[)](https://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)] [added: [10(g)](https://www.sec.gov/Archives/edgar/data/200406/000095012304003155/y94471exv10wg.txt)] | | | | | | Domestic Deferred Compensation (Certificate of Extra Compensation) Plan — Incorporated herein by reference to Exhibit 10(g) of the Registrant’s Form 10-K Annual Report for the year ended December 28, 2003.* | | |

| [removed: 2024] [added: 2025] Annual Report | | | 119 | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)[j](https://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)] [added: [10(j)](https://www.sec.gov/Archives/edgar/data/200406/000020040612000140/exhibit101.htm)] | | | | | | The Johnson & Johnson Executive Income Deferral Plan Amended and Restated Effective January 1, 2010 — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2012.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)[k](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)] [added: [10(k)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000016/jnj-20230101.htm#i51a46167ef364951bf70ae9d6493776c_286)] | | | | | | The Johnson & Johnson Excess Savings Plan (amended and restated as of January 1, 2022) — Incorporated herein by reference to Exhibit 10(l) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 1, 2023.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)[l](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)] [added: [10(l)](https://www.sec.gov/Archives/edgar/data/200406/000020040621000008/ex31-jjexcessplanx2020rest.htm)] | | | | | | Excess Benefit Plan of Johnson & Johnson and Affiliated Companies (amended and restated as of January 1, 2020) — incorporated by reference to Exhibit 10(m) of the Registrant’s Form 10-K Annual Report for the fiscal year ended January 3, 2021. | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)[n](https://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)] [added: [10(n)](https://www.sec.gov/Archives/edgar/data/200406/000020040615000019/a201510-q1qexhibit101execu.htm)] | | | | | | Executive Life Plan Agreement Closure Letter — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended March 29, 2015.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040622000026/a2022jnjproxy.htm)[o](https://www.sec.gov/Archives/edgar/data/200406/000020040622000026/a2022jnjproxy.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040622000026/a2022jnjproxy.htm)] [added: [10(o)](https://www.sec.gov/Archives/edgar/data/200406/000020040622000026/a2022jnjproxy.htm)] | | | | | | 2022 Long-Term Incentive Plan — Incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on March 16, 2022.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)[p](https://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)] [added: [10(p)](https://www.sec.gov/Archives/edgar/data/200406/000020040614000097/a201410-q3qexhibit101sever.htm)] | | | | | | Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies, Amended and Restated as of October 1, 2014 — Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended September 28, 2014.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)[q](https://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)] [added: [10(q)](https://www.sec.gov/Archives/edgar/data/200406/000020040615000044/exhibit101severancepayplan.htm)] | | | | | | First Amendment to the Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies (as amended and restated effective October 1, 2014) — Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended June 28, 2015.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)[r](https://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)] [added: [10(r)](https://www.sec.gov/Archives/edgar/data/200406/000020040616000071/exhibit10x-secondamendment.htm)] | | | | | | Second Amendment to the Severance Pay Plan of Johnson & Johnson and U.S. Affiliated Companies (as amended and restated effective October 1, 2014) — Incorporated herein by reference to Exhibit 10(x) of the Registrant's Form 10-K Annual Report for the fiscal year ended January 3, 2016.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000119312522311072/d428734dex101.htm)[s](https://www.sec.gov/Archives/edgar/data/200406/000119312522311072/d428734dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000119312522311072/d428734dex101.htm)] [added: [10(s)](https://www.sec.gov/Archives/edgar/data/200406/000119312522311072/d428734dex101.htm)] | | | | | | Contingent Value Rights Agreement, dated as of December 22, 2022, by and between Johnson & Johnson and American Stock Transfer & Trust Company, LLC – Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K Current Report filed December 22, 2022.† | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex104.htm)[t](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex104.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex104.htm)] [added: [10(t)](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex104.htm)] | | | | | | Intellectual Property Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc. — Incorporated herein by reference to Exhibit 10.4 of the Registrant's Form 8-K Current Report filed May 8, 2023. | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex105.htm)[u](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex105.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex105.htm)] [added: [10(u)](https://www.sec.gov/Archives/edgar/data/200406/000119312523138287/d301195dex105.htm)] | | | | | | Trademark Phase-Out License Agreement, dated as of April 3, 2023, by and between Johnson & Johnson and Johnson & Johnson Consumer Inc. — Incorporated herein by reference to Exhibit 10.5 of the Registrant's Form 8-K Current Report filed May 8, 2023. | | |

| [removed: [1](https://www.sec.gov/ix?doc=/Archives/edgar/data/200406/000020040623000105/jnj-20231121.htm)[0](https://www.sec.gov/ix?doc=/Archives/edgar/data/200406/000020040623000105/jnj-20231121.htm)[(](https://www.sec.gov/ix?doc=/Archives/edgar/data/200406/000020040623000105/jnj-20231121.htm)v)] [added: [10(](https://www.sec.gov/ix?doc=/Archives/edgar/data/200406/000020040623000105/jnj-20231121.htm)v)] | | | | | | Johnson & Johnson Deferred Compensation Plan — Incorporated herein by reference to Exhibit 10.1 of the Registrant's Form 8-K Current Report filed November 27, 2023.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm)[w](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm)] [added: [10(w)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit101-2022ltipxformps.htm)] | | | | | | Global Performance Share Unit Award Agreement under the Johnson & Johnson 2022 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter year ended April 2, 2023.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm)[x](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm)] [added: [10(x)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit102-2022ltipformrsu.htm)] | | | | | | Global Restricted Share Unit Award Agreement under the Johnson & Johnson 2022 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter year ended April 2, 2023.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit103-2022ltipformsto.htm)[y](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit103-2022ltipformsto.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit103-2022ltipformsto.htm)] [added: [10(y)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000056/exhibit103-2022ltipformsto.htm)] | | | | | | Global Nonqualified Stock Option Award Agreement under the Johnson & Johnson 2022 Long-Term Incentive Plan — Incorporated herein by reference to Exhibit 10.3 of the Registrant’s Form 10-Q Quarterly Report for the quarter year ended April 2, 2023.* | | |

| [removed: [10(](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit101-amendmentonetot.htm)[z](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit101-amendmentonetot.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit101-amendmentonetot.htm)] [added: [10(z)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit101-amendmentonetot.htm)] | | | | | | Amendment One to the Johnson & Johnson Excess Savings Plan (amended and restated effective as of January 1, 2022) — Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended October 1, 2023.* | | |

| [removed: 120] [added: 122] | | | [removed: ] [added: ] | | |

| [removed: [10(a](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit102-johnsonjohnsone.htm)[a](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit102-johnsonjohnsone.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit102-johnsonjohnsone.htm)] [added: [10(aa)](https://www.sec.gov/Archives/edgar/data/200406/000020040623000102/exhibit102-johnsonjohnsone.htm)] | | | | | | Johnson & Johnson Executive Incentive Plan (Amended as of September 7, 2023) — Incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 10-Q Quarterly Report for the quarter ended October 1, 2023.* | | |

| [removed: [10(a](https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/ex10ab-executivecashsevera.htm)[b](https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/ex10ab-executivecashsevera.htm)[)](https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/ex10ab-executivecashsevera.htm)] [added: [10(ab)](https://www.sec.gov/Archives/edgar/data/200406/000020040625000038/ex10ab-executivecashsevera.htm)] | | | | | | Johnson & Johnson Executive Officer Cash Severance Policy — [removed: Filed with this document.*] [added: Incorporated herein by reference to Exhibit 10(ab) of the Registrant's Form 10-K Annual Report for the fiscal year ended December 29, 2024.*] | | |

| /s/ J. G. Morikis | | | Director | | | February 11, 2026 | | |

| J. G. Morikis | | | | | | | | |

| /s/ D. E. Pinto | | | Director | | | February 11, 2026 | | |

| D. E. Pinto | | | | | | | | |

| /s/ D. Adamczyk | | | Director | | | February 13, 2025 | | |

| D. Adamczyk | | | | | | | | |

| /s/ A. M. Mulcahy | | | Director | | | February 13, 2025 | | |

| A. M. Mulcahy | | | | | | | | |