Baxter (NYSE: BAX) EVP forfeits shares to cover RSU tax withholding

Rhea-AI Filing Summary

Baxter International executive Reazur Rasul reported a routine tax-related share disposition. On March 6, 2026, 12,674 shares of common stock were forfeited to cover withholding taxes triggered by the settlement of previously granted restricted stock units. After this withholding, Rasul directly holds 125,557 Baxter shares.

Insights

Equity compensation and insider transactions specialist

Routine tax withholding on RSU vesting; not an open-market sale.

The transaction reflects 12,674 Baxter shares forfeited by EVP Reazur Rasul to satisfy tax obligations arising from vested restricted stock units delivered on March 6, 2026. The Form 4 codes this as an F transaction, which is a tax-withholding disposition.

This event does not represent a discretionary buy or sell decision in the open market. Following the withholding, Rasul continues to hold 125,557 Baxter shares directly, indicating a substantial remaining equity position. The filing therefore appears routine in the context of equity-based compensation.

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

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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^*

Rasul Reazur

(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,Group Pres,Healthcare

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		F		12,674(1)	D	$17.69	125,557	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 the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the delivery of shares on March 6, 2026 from the settlement of vested restricted stock units granted on March 6, 2024 and March 6, 2025.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for Reazur Rasul	03/10/2026
	** 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).
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FAQ

What insider transaction did Baxter (BAX) executive Reazur Rasul report?

EVP Reazur Rasul reported forfeiting 12,674 Baxter shares to cover tax withholding on vested restricted stock units delivered on March 6, 2026. This is a routine compensation-related event, not an open-market trade in the company’s stock.

Was the Baxter (BAX) Form 4 transaction a stock sale by Reazur Rasul?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were forfeited to satisfy taxes on vested restricted stock units, which is a standard mechanism in equity compensation programs rather than a discretionary sale decision.

How many Baxter (BAX) shares were forfeited for taxes by Reazur Rasul?

Reazur Rasul forfeited 12,674 shares of Baxter common stock. These shares were used to cover withholding taxes due when restricted stock units granted in 2024 and 2025 vested and settled into shares on March 6, 2026.

How many Baxter (BAX) shares does Reazur Rasul hold after this Form 4 transaction?

After the tax-withholding disposition, Reazur Rasul directly holds 125,557 Baxter shares. This post-transaction holding shows that, despite the withholding, he retains a significant equity stake obtained through prior grants and awards in the company.

What does transaction code "F" mean in the Baxter (BAX) Form 4 for Reazur Rasul?

Transaction code “F” indicates shares were disposed of to pay an exercise price or tax liability. In this case, 12,674 Baxter shares were forfeited specifically to cover taxes owed upon settlement of vested restricted stock units on March 6, 2026.

Which equity awards triggered the tax withholding reported by Baxter (BAX) EVP Reazur Rasul?

The tax withholding arose from restricted stock units granted on March 6, 2024 and March 6, 2025. These RSUs vested and settled into Baxter shares on March 6, 2026, creating a tax liability covered by forfeiting 12,674 shares.