[Form 4] BAXTER INTERNATIONAL INC Insider Trading Activity

Rhea-AI Filing Summary

Baxter International EVP and CFO Joel T. Grade reported a routine tax-withholding share disposition. On March 6, 2026, 8,153 shares of common stock at $17.69 per share were forfeited to cover taxes triggered by the settlement of vested restricted stock units, not through an open-market sale. After this withholding, he directly holds 271,674 shares.

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^*

Grade Joel T.

(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 CFO

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		8,153(1)	D	$17.69	271,674	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 Joel T. Grade	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).
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 CFO Joel T. Grade?

Baxter reported that EVP and CFO Joel T. Grade forfeited 8,153 shares of common stock to cover tax withholding. The shares were tied to restricted stock units that vested and settled on March 6, 2026, rather than being sold in the open market.

Was the Baxter (BAX) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 8,153 shares were forfeited to satisfy tax withholding obligations arising from the settlement of vested restricted stock units granted in 2024 and 2025, making it a routine, compensation-related tax-withholding disposition.

How many Baxter (BAX) shares does the CFO hold after this Form 4?

After the tax-withholding disposition, Baxter’s EVP and CFO Joel T. Grade directly holds 271,674 shares of common stock. This reflects his position following the forfeiture of 8,153 shares used to cover taxes from the vesting and settlement of restricted stock units.

What triggered the Baxter (BAX) CFO’s tax-withholding share forfeiture?

The forfeiture was triggered by the delivery of shares on March 6, 2026 from vested restricted stock units. These RSUs were originally granted on March 6, 2024 and March 6, 2025, and their settlement created tax obligations covered by forfeiting 8,153 Baxter shares.

How is the Baxter (BAX) CFO’s Form 4 transaction coded and described?

The transaction is coded “F” on Form 4, meaning payment of tax liability by delivering securities. It is classified as a tax-withholding disposition, where 8,153 Baxter common shares were forfeited to meet withholding taxes from vested restricted stock units settling on March 6, 2026.