Form 8-A12B - Registration of securities [Section 12(b)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Johnson & Johnson

(Exact Name of Registrant as Specified in Its Charter)


New Jersey		22-1024240
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

One Johnson & Johnson Plaza New Brunswick, New Jersey		08933
(Address of Principal Executive Offices)		(Zip Code)


Title of Each Class to be Registered		Name of Each Exchange on Which Each Class is to be Registered
3.200% Notes due 2032		New York Stock Exchange
3.350% Notes due 2036		New York Stock Exchange
3.550% Notes due 2044		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-269836

(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1. Description of Registrant’s Securities to be Registered.

The titles of the securities to be registered hereunder are “3.200% Notes due 2032,” “3.350% Notes due 2036” and “3.550% Notes due 2044” (collectively, the “Notes”). For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of the Notes” in the prospectus supplement, dated May 14, 2024, which was filed with the Securities and Exchange Commission (the “Commission”) on May 16, 2024, pursuant to Rule 424(b)(2) under the Securities Act of 1933, and under the heading “Description of Debt Securities” in the prospectus, dated February 16, 2023, contained in our effective registration statement on Form S-3 (Registration No. 333-269836), which registration statement was filed with the Commission on February 16, 2023, which information is incorporated herein by reference and made part of this registration statement in its entirety.

Item 2. Exhibits.


Exhibit Number		Description

4.1***		Indenture dated as of September 15, 1987, between the Registrant and Harris Trust and Savings Bank, as Trustee (Incorporated by reference to exhibit 4(a) to the Registrant’s Registration Statement on Form S-3 (Registration No. 33-55977), filed October 11, 1994).

4.2***		First Supplemental Indenture dated as of September 1, 1990 between the Registrant and Harris Trust and Savings Bank, as Trustee (Incorporated by reference to exhibit 4(b) to the Registrant’s Registration Statement on Form S-3 (Registration No. 33-55977), filed October 11, 1994).

4.3		Second Supplemental Indenture dated as of November 9, 2017 between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed November 13, 2017).

4.4		Company Order establishing the terms of the Notes (incorporated herein by reference to Exhibit 4.6 to the Current Report on Form 8-K dated May 20, 2024 and filed on May 20, 2024).

4.5		Form of Johnson & Johnson’s 3.200% Notes due 2032 (incorporated herein by reference to Exhibit 4.7 to the Current Report on Form 8-K dated May 20, 2024 and filed on May 20, 2024).

4.6		Form of Johnson & Johnson’s 3.350% Notes due 2036 (incorporated herein by reference to Exhibit 4.8 to the Current Report on Form 8-K dated May 20, 2024 and filed on May 20, 2024).

4.7		Form of Johnson & Johnson’s 3.550% Notes due 2044 (incorporated herein by reference to Exhibit 4.9 to the Current Report on Form 8-K dated May 20, 2024 and filed on May 20, 2024).

***	Paper filing.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: May 20, 2024