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NYSE: JNJ JOHNSON & JOHNSON 8-K

J&J cuts 2026 EPS guidance by $0.64 on $1B Firefly Bio acquisition, Sail collaboration

Filed July 29, 2026 · Period ending July 29, 2026 · ~2 min read

5 key changes 5 high relevance 3 sections

Key Changes

  • high

    Reduced full-year 2026 adjusted EPS guidance from $11.60-$11.75 to $10.96-$11.11 (midpoint down $0.64 to $11.04), entirely due to Firefly ($0.46) and Sail ($0.18) transactions; growth outlook drops from 7.5%-8.9% to 1.6%-3.0%.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • high

    Completed $1B cash acquisition of Firefly Bio's degrader antibody conjugate platform for KRAS-driven cancers; will record ~$1B IPR&D charge in Q3 2026 and expects $0.46 EPS dilution in 2026, $0.08 in 2027.

    Exhibit 99.1 view on EDGAR →
  • high

    Entered collaboration with Sail Biomedicines on in vivo CAR-T therapies: $785M upfront (including $465M equity), up to $140M milestones, plus $2.58B option to acquire; expects $0.18 EPS dilution in 2026, $1.28 in 2027 if option exercised.

    Exhibit 99.2 view on EDGAR →
  • high

    Revised 2026 adjusted pre-tax operating margin guidance from +75 bps versus prior year to -75 bps, a 150 bps swing attributed to the two transactions.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • high

    Combined 2027 EPS dilution from both deals expected at $1.36 ($0.08 Firefly, $1.28 Sail assuming milestones and option exercise), signaling multi-year earnings headwind from early-stage R&D investments.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →

Summary

Johnson & Johnson disclosed two significant R&D transactions that materially reset its near-term earnings outlook.

The company completed a $1 billion cash acquisition of Firefly Bio, gaining a degrader antibody conjugate platform targeting KRAS-driven solid tumors, and entered a collaboration with Sail Biomedicines on in vivo CAR-T therapies for immune-mediated diseases, committing $785 million upfront with a $2.58 billion option to acquire.

Together, these deals cut 2026 adjusted EPS guidance by $0.64 (5.5% at the prior midpoint) to $10.96-$11.11, reducing expected growth from 7.5%-8.9% to just 1.6%-3.0%. The Firefly acquisition triggers a $1 billion non-cash IPR&D charge in Q3 2026, while the Sail structure front-loads dilution through equity investment and milestone payments. The guidance revision is entirely transaction-driven rather than operational, but the magnitude matters: J&J is accepting near-term earnings compression to acquire early-stage platforms in oncology and immunology. The 2027 outlook compounds the headwind, with combined dilution of $1.36 if Sail milestones are met and the option exercised. Retail holders should recognize this as a strategic pivot toward next-generation therapies—degrader antibody conjugates and in vivo CAR-T represent frontier technologies—but the payoff timeline is uncertain and the near-term cost is concrete. The operating margin guidance swing from +75 bps to -75 bps underscores the profitability impact. Both deals remain subject to regulatory approvals.

Section-by-Section Diff

Event · Item 7.01 — Regulation FD Disclosure

~1,100 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

1 Added
Added Firefly Bio acquisition completion high

Added in current filing · verify on EDGAR →

On July 29, 2026, Johnson & Johnson (the “Company”) announced the completion of the acquisition of Firefly Bio, Inc. (“Firefly”)

Johnson & Johnson completed its acquisition of Firefly Bio, Inc. on July 29, 2026. This transaction is expected to reduce the company's adjusted operational EPS and adjusted EPS by approximately $0.46 in 2026.

Event · Exhibit 99.1

2 Added
Added Firefly Bio acquisition completion high

Added in current filing · view on EDGAR →

Johnson & Johnson (NYSE: JNJ) today announced the successful completion of its acquisition of Firefly Bio, Inc., a biotechnology company advancing its proprietary Firelink™ degrader antibody conjugate (DAC) platform, for $1 billion in cash.

Johnson & Johnson closed its acquisition of Firefly Bio for $1 billion in cash. Firefly Bio's Firelink degrader antibody conjugate platform is designed to deliver protein degraders directly to cancer cells to treat solid tumors, including KRAS-driven cancers. The platform aims to enable targeted activity while preserving healthy tissue.

Added Accounting treatment and IPR&D charge high

Added in current filing · view on EDGAR →

The transaction will be accounted for as an asset acquisition, resulting in an in-process research and development charge of approximately $1 billion in the third quarter of 2026.

The acquisition will be treated as an asset acquisition for accounting purposes, triggering an in-process research and development charge of approximately $1 billion in Q3 2026. This non-cash charge reflects the value assigned to Firefly Bio's early-stage technology platform.

Event · Exhibit 99.2

2 Added
Added Strategic rationale for in vivo CAR-T platform medium

Added in current filing · view on EDGAR →

In vivo CAR-T therapies represent one of the most promising frontiers in medicine, with the potential to deliver transformative therapies across a range of cancer and immune-mediated diseases. Unlike traditional cell therapies, Sail’s lead program and platform are designed to reprogram a patient’s immune cells directly within the body, with the goal of resetting the immune system and delivering durable disease control.

J&J is investing in Sail's in vivo CAR-T platform, which differs from traditional cell therapies by reprogramming immune cells directly within the patient's body rather than ex vivo. The technology aims to deliver scalable treatments with durable, disease-modifying potential for immune-mediated diseases. This expands J&J's immunology and CAR-T capabilities beyond its existing oncology expertise.

Added Regulatory approvals and closing conditions medium

Added in current filing · view on EDGAR →

The transactions are subject to applicable regulatory approvals and/or other conditions.

The collaboration agreements and equity investment are subject to regulatory approvals and other unspecified closing conditions. This means the transaction is not yet complete and faces standard regulatory review processes.

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