Baxter (BAX) Insider Report: 3,191 Shares Forfeited for Taxes

Rhea-AI Filing Summary

Alok Sonig, EVP & Group President, Pharma at Baxter International (BAX), reported a transaction on 09/02/2025. He relinquished 3,191 shares of Baxter common stock at a price of $24.17 per share to cover tax withholding tied to the delivery of vested restricted stock units granted on 09/01/2022. After the transaction, the reporting person beneficially owns 128,219 shares, which the filing notes includes automatic dividend reinvestment. The sale was reported on a Form 4 signed by an attorney-in-fact on 09/04/2025.

Positive

• Continued significant ownership: Reporting person still beneficially owns 128,219 shares after the transaction
• Transaction clearly explained: Filing specifies the shares were forfeited to cover tax withholding from vested RSUs granted on 09/01/2022

Negative

• Shares disposed: 3,191 shares were surrendered on 09/02/2025
• Sale price disclosed: Shares covered withholding at $24.17 per share, indicating a realized reduction in holding

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition of vested RSUs; continues to hold substantial shares.

The Form 4 documents a standard tax-withholding sale following RSU delivery rather than a voluntary open-market divestiture. The report identifies the grant date of the RSUs (09/01/2022) and explains that 3,191 shares were forfeited to cover withholding obligations, leaving 128,219 shares beneficially owned. This is a common administrative transaction and does not indicate a change in control or a strategic shift by management.

Securities Analyst

TL;DR: Small-scale disposition at $24.17/share tied to compensation vesting; minimal investor impact.

The disposal was executed at $24.17 per share on 09/02/2025 and is explicitly for tax withholding resulting from vested restricted stock units. The filing discloses continued beneficial ownership of 128,219 shares, including reinvested dividends. Given the transaction size relative to typical insider holdings and the stated purpose, this should be considered routine and unlikely to materially affect investor valuation.

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^*

Sonig Alok

(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 President,Pharma

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F		3,191(1)	D	$24.17	128,219(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 September 2, 2025 from the settlement of vested restricted stock units granted on September 1, 2022

2. Total includes the automatic reinvestment of dividends.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for Alok Sonig	09/04/2025
	** 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 did Alok Sonig report on the BAX Form 4?

The report shows 3,191 shares were forfeited on 09/02/2025 at $24.17 per share to cover tax withholding from vested RSUs.

How many Baxter (BAX) shares does the reporting person own after this transaction?

The filing reports beneficial ownership of 128,219 shares following the transaction, which includes automatic dividend reinvestment.

Why were the shares disposed of according to the Form 4?

The filing states the shares were forfeited to cover withholding taxes incurred upon delivery of vested restricted stock units granted on 09/01/2022.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, Kimberly Olson, on 09/04/2025.

Does this Form 4 indicate a large open-market sale by an insider?

No. The filing describes a tax-withholding forfeiture associated with RSU delivery, not an open-market divestiture.