JOHNSON & JOHNSON 8-KCurrent Reports (8-K / ad hoc)

MD&A

Item 7.01 Regulation FD Disclosure On July 29, 2026, Johnson & Johnson (the “Company”) announced the completion of the acquisition of Firefly Bio, Inc. (“Firefly”) and the entry into strategic agreements and collaboration with Sail Biomedicines (“Sail”). The combination of these two transactions is expected to reduce the Company’s adjusted operational earnings per share (Adjusted Operational EPS) and adjusted earnings per share (Adjusted EPS) by approximately $0.64 in 2026, consisting of approximately $0.46 attributable to the Firefly acquisition and approximately $0.18 attributable to the Sail transaction. As a result of these transactions, the Company is updating its full year 2026 guidance relative to the guidance previously issued on July 15, 2026, as set forth below: ($ in billions, except EPS) July 29, 2026 July 15, 2026 Transactions Impact Adjusted operational sales 1,2 Change vs. prior year / midpoint 6.2% - 6.8% / 6.5% Maintain Operational sales 2 / midpoint $100.3B - $100.9B / $100.6B Change vs. prior year / midpoint 6.5% - 7.1% / 6.8% Estimated reported sales 3 / midpoint $100.8B - $101.4B / $101.1B Change vs. prior year / midpoint 7.0% - 7.6% / 7.3% Adjusted pre-tax operating margin 4,5 Decrease by ~ 75 bps vs. prior year Increase by ~ 75 bps vs. prior year Decrease ~ 150 bps Adjusted operational EPS (diluted) 2,4 / midpoint $10.86 - $11.01 / $10.94 $11.50 - $11.65 / $11.58 Decrease $0.64 Change vs. prior year / midpoint 0.7% - 2.1% / 1.4% 6.6% - 8.0% / 7.3% Decrease 5.9% EPS – Currency impact (dollars / percentage) $0.10 / 0.9% Maintain Adjusted EPS (diluted) 3,4 / midpoint $10.96 - $11.11 / $11.04 $11.60 - $11.75 / $11.68 Decrease $0.64 Change vs. prior year / midpoint 1.6% - 3.0% / 2.3% 7.5% - 8.9% / 8.2% Decrease 5.9% 1 Non-GAAP financial measure; excludes the net impact of acquisitions and divestitures 2 Non-GAAP financial measure; excludes the impact of translational currency 3 Calculated using Euro Average Rate: July 2026 = $1.15 (illustrative purposes only) 4 Non-GAAP measure; excludes intangible amortization expense and special items 5 Sales less: COGS, SM&A and R&D expenses Note: values may have been rounded The combination of these two transactions is also expected to reduce the Company’s 2027 Adjusted Operational EPS and Adjusted EPS by approximately $1.36, consisting of approximately $0.08 attributable to the Firefly acquisition and