JNJ

• Tom Cavanaugh, currently Company Group Chairman, North America, Innovative Medicine, will succeed her and join the Executive Committee on the same date.
• Taubert's retirement follows a 21-year tenure at Johnson & Johnson, during which Innovative Medicine grew to over $60 billion in annual revenue.
• Cavanaugh brings nearly three decades of biopharmaceutical experience, including senior roles at Johnson & Johnson and Celgene.
• The announcement was made on August 4, 2026, via a press release attached as Exhibit 99.1 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Johnson & Johnson entered strategic agreements and collaboration with Sail Biomedicines, including an equity investment and an exclusive option to acquire Sail for $2.58 billion.
• The two transactions are expected to reduce 2026 adjusted operational EPS and adjusted EPS by approximately $0.64, with $0.46 from Firefly and $0.18 from Sail.
• Full-year 2026 adjusted operational EPS guidance was lowered to $10.86-$11.01 from $11.50-$11.65; adjusted EPS guidance was lowered to $10.96-$11.11 from $11.60-$11.75.
• The transactions are expected to reduce 2027 adjusted EPS by approximately $1.36, assuming Sail milestones and option exercise.
• The Firefly acquisition will be accounted for as an asset acquisition, resulting in an in-process R&D charge of approximately $1 billion in Q3 2026.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The resolution is conditioned on participation of at least 95% of remaining claims and includes a $5.5 billion company commitment.
• First payment of no more than $3 billion is due in 2027, with no additional payments before 2028.
• The agreement follows a July 22, 2026 MDL court order requiring plaintiffs to show why claims should not be dismissed for lack of specific causation.
• The company previously settled about 95% of mesothelioma lawsuits, all state consumer protection claims, and all talc-supplier disputes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Q2 2026 diluted EPS was $2.27, and adjusted EPS was $2.90, up 4.7% year-over-year.
• Innovative Medicine segment sales grew 7.8% reported (6.8% operational); MedTech grew 4.5% reported (3.6% operational).
• The company raised full-year 2026 guidance: estimated reported sales of $101.1 billion at midpoint (7.3% growth) and adjusted EPS of $11.68 at midpoint (8.2% growth).
• Notable regulatory approvals in the quarter included TREMFYA for psoriatic arthritis, CAPLYTA for schizophrenia relapse prevention, and the Dual Energy THERMOCOOL SMARTTOUCH SF platform.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The advisory 'Say on Pay' proposal on executive compensation was approved with about 1.64 billion votes for and 91.8 million against.
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 with about 1.91 billion votes for.
• A shareholder proposal to require an independent board chair was not approved, with about 1.33 billion votes against and 406 million for.
• The meeting results were reported under Item 5.07 (Submission of Matters to a Vote of Security Holders) and Item 9.01 (Financial Statements and Exhibits).

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• GAAP EPS was $2.14, while adjusted EPS was $2.70 for the quarter.
• The company raised its full-year 2026 guidance, now expecting reported sales of $100.8 billion at the midpoint and adjusted EPS of $11.55 at the midpoint.
• The Board declared a 3.1% increase in the quarterly dividend to $1.34 per share, marking the 64th consecutive year of increases.
• Innovative Medicine segment sales grew 11.2% reported, while MedTech grew 7.7% reported in the quarter.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Full-year 2025 reported sales grew 6.0% to $94.2 billion, with operational growth of 5.3% and adjusted operational growth of 4.2%.
• Q4 2025 diluted EPS was $2.10 and adjusted EPS was $2.46, both including a $(0.10) impact from the Halda Therapeutics acquisition.
• Full-year 2025 diluted EPS was $11.03 and adjusted EPS was $10.79, both including a $(0.10) impact from the Halda Therapeutics acquisition.
• Company issues 2026 guidance: estimated reported sales of $100.5 billion (6.7% growth at midpoint) and adjusted EPS of $11.53 (6.9% growth at midpoint).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS was $2.12, up 91.0% from $1.11; adjusted diluted EPS was $2.80, up 15.7% from $2.42.
• Innovative Medicine operational sales grew 5.3%, driven by DARZALEX, CARVYKTI, ERLEADA, and RYBREVANT/LAZCLUZE; MedTech operational sales grew 5.6%, led by electrophysiology, Abiomed, and Shockwave.
• The company raised its full-year 2025 estimated reported sales guidance to $93.5B–$93.9B (midpoint $93.7B, 5.7% growth) and reaffirmed adjusted EPS guidance of $10.80–$10.90 (midpoint $10.85).
• On October 14, 2025, Johnson & Johnson also announced its intent to separate its Orthopaedics business.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits