Equity award gives Baxter International (BAX) EVP 18,951 new shares

Rhea-AI Filing Summary

Baxter International executive Reazur Rasul reported equity compensation activity. On February 9, 2026, he acquired 18,951 shares of Baxter common stock at $0.00 per share, issued upon vesting of performance share units granted under the company’s 2021 Incentive Plan and 2023 performance share program.

To satisfy tax withholding from this vesting, 5,770 shares were automatically withheld and disposed of at $21.73 per share. After these transactions, Rasul directly owned 139,846 shares of Baxter common stock, which total includes shares from automatic dividend reinvestment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rasul Reazur

Role EVP,Group Pres,Healthcare

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $1 par value	18,951	$0.00	--
Tax Withholding	Common Stock, $1 par value	5,770	$21.73	$125K

Holdings After Transaction: Common Stock, $1 par value — 145,616 shares (Direct)

Footnotes (1)

1. Represents shares awarded from the performance share unit award granted on March 1, 2023 pursuant to the Amended & Restated Baxter International Inc. 2021 Incentive Plan and the Annual Equity Program adopted by Baxter International Inc. (Baxter) (the 2023 PSUs). The award provided that one-third of the performance share units are awarded based on Baxter's Sales Compound Annual Growth Rate (Sales CAGR) performance, Baxter's Total Shareholder Return (TSR) performance, and Baxter's Total Return on Invested Capital (ROIC) performance over the three-year performance period January 1, 2023 to December 31, 2025 (the Three-Year Performance Period). These shares have vested as the Three-Year Performance Period has ended. Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the vesting of the 2023 PSUs. Total includes the automatic reinvestment of dividends.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/09/2026

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	02/09/2026		A		18,951(1)	A	$0	145,616	D
Common Stock, $1 par value	02/09/2026		F		5,770(2)	D	$21.73	139,846(3)	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 shares awarded from the performance share unit award granted on March 1, 2023 pursuant to the Amended & Restated Baxter International Inc. 2021 Incentive Plan and the Annual Equity Program adopted by Baxter International Inc. (Baxter) (the 2023 PSUs). The award provided that one-third of the performance share units are awarded based on Baxter's Sales Compound Annual Growth Rate (Sales CAGR) performance, Baxter's Total Shareholder Return (TSR) performance, and Baxter's Total Return on Invested Capital (ROIC) performance over the three-year performance period January 1, 2023 to December 31, 2025 (the Three-Year Performance Period). These shares have vested as the Three-Year Performance Period has ended.

2. Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the vesting of the 2023 PSUs.

3. Total includes the automatic reinvestment of dividends.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for Reazur Rasul	02/11/2026
	** 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 Reazur Rasul?

Baxter EVP Reazur Rasul reported equity award activity, not an open-market trade. He received 18,951 common shares from vested performance share units and had 5,770 shares withheld to cover taxes, leaving him with 139,846 Baxter common shares held directly.

How many Baxter (BAX) shares did Reazur Rasul acquire in the latest Form 4?

Reazur Rasul acquired 18,951 Baxter common shares at no cost. These shares came from the vesting of 2023 performance share units tied to Baxter’s sales growth, total shareholder return, and return on invested capital over a three-year performance period.

Why were 5,770 Baxter (BAX) shares disposed of in Reazur Rasul’s Form 4?

The 5,770 shares were forfeited to cover tax withholding. When the 2023 performance share units vested, a portion of the shares was automatically withheld and valued at $21.73 per share to satisfy taxes owed on the equity award.

How many Baxter (BAX) shares does Reazur Rasul own after the reported transactions?

After the reported transactions, Reazur Rasul directly owns 139,846 Baxter common shares. This figure reflects the net position after receiving 18,951 vested shares, forfeiting 5,770 for taxes, and includes shares accumulated through automatic dividend reinvestment.

What plan governed the performance share units in Baxter (BAX) executive Reazur Rasul’s filing?

The award was granted under Baxter’s 2021 Incentive Plan and Annual Equity Program. The 2023 performance share units vested based on Baxter’s three-year performance from January 1, 2023 to December 31, 2025 across sales growth, total shareholder return, and return on invested capital.