Baxter executive forfeits shares for tax withholding

Baxter International executive James Teaff reported a small, routine share disposition tied to taxes on equity compensation.

Rhea-AI Filing Summary

Baxter International executive James Teaff reported a small, routine share disposition tied to taxes on equity compensation. On June 2, 2026, 321 shares of common stock were forfeited at $18.68 per share to cover withholding taxes from vested restricted stock units granted on June 2, 2025. After this tax-withholding event, Teaff directly holds 31,063 shares of Baxter common stock, including shares in the company’s Employee Stock Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 321 shares

Exercise Price or Tax Liability 1 txn

Insider Teaff James

Role President, CCS

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $1 par value	321	$18.68	$6K

Holdings After Transaction: Common Stock, $1 par value — 31,063 shares (Direct)

Footnotes (2)

1. F1. 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 June 2, 2026, from the settlement of vested restricted stock units granted on June 2, 2025.
2. F2. Total includes shares held in the Baxter's Employee Stock Plan.

Key Figures

Shares forfeited for taxes: 321 shares Implied tax price: $18.68 per share Post-transaction holdings: 31,063 shares +1 more

4 metrics

Shares forfeited for taxes 321 shares Tax-withholding disposition on June 2, 2026

Implied tax price $18.68 per share Value used for 321-share tax withholding

Post-transaction holdings 31,063 shares Common stock directly held after June 2, 2026

Tax-withholding transactions 1 transaction, 321 shares Form 4 transaction summary

Key Terms

restricted stock units, withholding of taxes, Employee Stock Plan, tax-withholding disposition

4 terms

restricted stock units financial

"from the settlement of vested restricted stock units granted on June 2, 2025"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding of taxes financial

"shares forfeited by the reporting person to cover the withholding of taxes incurred"

Employee Stock Plan financial

"Total includes shares held in the Baxter's Employee Stock Plan"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Baxter (BAX) executive James Teaff report in this Form 4?

James Teaff reported a small, routine share disposition. 321 Baxter shares were forfeited to cover tax withholding on vested restricted stock units that settled on June 2, 2026, rather than being sold in the open market.

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

No, the filing shows a tax-withholding disposition, not an open-market sale. The 321 shares were surrendered back to cover taxes due on RSUs that vested and settled, a standard equity compensation mechanism.

How many Baxter (BAX) shares does James Teaff hold after this transaction?

Following the tax-withholding event, James Teaff directly holds 31,063 Baxter common shares. This total includes shares held through Baxter’s Employee Stock Plan, as noted in the Form 4 footnotes.

What triggered the tax-withholding disposition reported by Baxter (BAX)?

The disposition was triggered by settlement of vested restricted stock units. These RSUs were granted on June 2, 2025 and settled on June 2, 2026, creating a tax liability satisfied by forfeiting 321 shares.

Does this Baxter (BAX) Form 4 suggest a change in insider sentiment?

The filing reflects a routine tax-withholding event, not a discretionary trade. Because the 321 shares were forfeited for tax purposes, it offers limited insight into James Teaff’s view of Baxter’s stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 04:05 PM EDT Learn about SEC filing dates

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^*

Teaff James

(Last) (First) (Middle)

ONE BAXTER PARKWAY

(Street)

DEERFIELD ILLINOIS 60015

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President, CCS

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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

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

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

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	06/02/2026		F		321(1)	D	$18.68	31,063(2)	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 June 2, 2026, from the settlement of vested restricted stock units granted on June 2, 2025.

2. Total includes shares held in the Baxter's Employee Stock Plan.

Remarks:

	/s/ Kimberly Olson, as attorney in fact for James Teaff	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)