Baxter (BAX) EVP Rosenbloom awarded stock, options as shares withheld for taxes

Rhea-AI Filing Summary

Baxter International EVP and General Counsel David S. Rosenbloom reported equity compensation changes and related tax withholding. On February 27, 2026 he received 26,709 shares of common stock and a grant of 64,655 stock options, both at $0.00 per share as awards scheduled to vest in three equal annual installments beginning on March 1, 2027 under Baxter’s 2021 Incentive Plan. On March 2, 2026, 1,336 common shares at $19.69 per share were forfeited to cover taxes from the settlement of previously vested restricted stock units. After these transactions he directly owned 144,837 common shares and 64,655 stock options.

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^*

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)
02/27/2026

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	02/27/2026		A		26,709(1)	A	$0	146,173	D
Common Stock, $1 par value	03/02/2026		F		1,336(2)	D	$19.69	144,837	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
Stock Option (Right to Buy)	$20.37	02/27/2026		A		64,655		(3)	02/27/2036	Common Stock, $1 par value	64,655	$0	64,655	D

Explanation of Responses:

1. The reporting person received a grant of restricted stock units which are scheduled to vest in three equal annual installments beginning on March 1, 2027, the first anniversary of the grant date, subject to satisfaction of the related vesting requirements set forth in the Amended and Restated Baxter International Inc. 2021 Incentive Plan.

2. 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 2, 2026 from the settlement of vested restricted stock units granted on March 1, 2023.

3. The options become exercisable in three equal annual installments beginning on March 1, 2027, the first anniversary of the grant date.

Remarks:

	/s/ Kimberly Olson, as attorney-in-fact for David S. Rosenbloom	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Baxter (BAX) EVP David Rosenbloom receive in this Form 4?

David S. Rosenbloom received a grant of 26,709 shares of Baxter common stock and 64,655 stock options at $0.00 per share. These represent equity compensation awards rather than open-market purchases, tied to Baxter’s 2021 Incentive Plan and vesting conditions.

How and when will David Rosenbloom’s new Baxter (BAX) equity awards vest?

Both the 26,709-share restricted stock unit award and the 64,655 stock options are scheduled to vest in three equal annual installments. Vesting begins on March 1, 2027, which is the first anniversary of the grant date, subject to the applicable plan vesting requirements.

Why were 1,336 Baxter (BAX) shares forfeited by David Rosenbloom?

The 1,336 Baxter common shares were forfeited to cover withholding taxes from the delivery of shares on March 2, 2026. Those delivered shares arose from the settlement of restricted stock units originally granted on March 1, 2023, creating a tax obligation satisfied in shares.

What is David Rosenbloom’s Baxter (BAX) share ownership after these Form 4 transactions?

Following the reported transactions, David S. Rosenbloom directly owned 144,837 shares of Baxter common stock and 64,655 stock options. These holdings reflect his remaining stake after tax-withholding forfeitures and include the newly granted stock and option awards.

Were David Rosenbloom’s Baxter (BAX) transactions open-market buys or sells?

The reported transactions were not open-market trades. They consisted of equity awards granted at $0.00 per share and a tax-withholding disposition of 1,336 shares at $19.69 per share, used to satisfy taxes on vested restricted stock units, rather than discretionary purchases or sales.

Which Baxter (BAX) incentive plan governs David Rosenbloom’s new awards?

The restricted stock units are subject to vesting requirements in the Amended and Restated Baxter International Inc. 2021 Incentive Plan. This plan sets the conditions under which the 26,709-share award vests, starting March 1, 2027, and continuing in three equal annual installments.