Baxter (NYSE: BAX) EVP adds shares from PSU vesting, withholds stock for tax

Rhea-AI Filing Summary

Baxter International executive David S. Rosenbloom, EVP and General Counsel, reported equity compensation activity. On February 9, 2026, he acquired 17,055 shares of Baxter common stock at $0 from a performance share unit award granted March 1, 2023, which vested after a three-year performance period ending December 31, 2025.

On the same date, 5,225 shares were forfeited at $21.73 to cover taxes from this vesting. After these transactions, he directly owned 119,464 Baxter shares, a figure that includes automatic dividend reinvestments.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rosenbloom David S.

Role EVP and General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $1 par value	17,055	$0.00	--
Tax Withholding	Common Stock, $1 par value	5,225	$21.73	$114K

Holdings After Transaction: Common Stock, $1 par value — 124,689 shares (Direct)

Footnotes (1)

1. Represents shares awarded from the performance share unit award granted on March 1, 2023 pursuant to the Amended & Restated Baxter International Inc. 2021 Incentive Plan and the Annual Equity Program adopted by Baxter International Inc. (Baxter) (the 2023 PSUs). The award provided that one-third of the performance share units are awarded based on Baxter's Sales Compound Annual Growth Rate (Sales CAGR) performance, Baxter's Total Shareholder Return (TSR) performance, and Baxter's Total Return on Invested Capital (ROIC) performance over the three-year performance period January 1, 2023 to December 31, 2025 (the Three-Year Performance Period). These shares have vested as the Three-Year Performance Period has ended. Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the vesting of the 2023 PSUs. Total includes the automatic reinvestment of dividends.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rosenbloom David S.

(Last) (First) (Middle)

ONE BAXTER PARKWAY

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BAXTER INTERNATIONAL INC [ BAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1 par value	02/09/2026		A		17,055(1)	A	$0	124,689	D
Common Stock, $1 par value	02/09/2026		F		5,225(2)	D	$21.73	119,464(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares awarded from the performance share unit award granted on March 1, 2023 pursuant to the Amended & Restated Baxter International Inc. 2021 Incentive Plan and the Annual Equity Program adopted by Baxter International Inc. (Baxter) (the 2023 PSUs). The award provided that one-third of the performance share units are awarded based on Baxter's Sales Compound Annual Growth Rate (Sales CAGR) performance, Baxter's Total Shareholder Return (TSR) performance, and Baxter's Total Return on Invested Capital (ROIC) performance over the three-year performance period January 1, 2023 to December 31, 2025 (the Three-Year Performance Period). These shares have vested as the Three-Year Performance Period has ended.

2. Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the vesting of the 2023 PSUs.

3. Total includes the automatic reinvestment of dividends.

Remarks:

	/s/ Kimberly Olson, as attorney-in-fact for David S. Rosenbloom	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Baxter (BAX) report for David S. Rosenbloom?

Baxter reported that EVP and General Counsel David S. Rosenbloom received 17,055 shares of common stock from a vested performance share unit award. He also forfeited 5,225 shares to cover taxes, resulting in direct ownership of 119,464 Baxter shares.

How many Baxter (BAX) shares did David S. Rosenbloom acquire on February 9, 2026?

He acquired 17,055 Baxter common shares on February 9, 2026, at a price of $0 per share. The shares came from a performance share unit award that vested after a three-year performance period ending December 31, 2025.

Why were 5,225 Baxter (BAX) shares forfeited by David S. Rosenbloom?

The 5,225 Baxter shares were forfeited to cover tax withholding triggered by the vesting of his 2023 performance share units. This tax-related disposition used shares valued at $21.73 each instead of paying the tax liability in cash.

How many Baxter (BAX) shares does David S. Rosenbloom own after these transactions?

Following the reported Form 4 transactions, David S. Rosenbloom directly owns 119,464 Baxter common shares. This total reflects the net effect of the stock award, the tax withholding forfeiture, and includes shares added through automatic reinvestment of dividends.

What was the source of the 17,055 Baxter (BAX) shares awarded to David S. Rosenbloom?

The 17,055 shares came from 2023 performance share units granted March 1, 2023 under Baxter’s 2021 Incentive Plan and Annual Equity Program. Vesting depended on Baxter’s sales CAGR, total shareholder return, and return on invested capital over a three-year period.

What is David S. Rosenbloom’s role at Baxter (BAX) in this Form 4 filing?

In this Form 4, David S. Rosenbloom is identified as Baxter’s Executive Vice President and General Counsel. The filing reports changes in his directly held Baxter common stock due to equity award vesting and related tax withholding.