Baxter (NYSE: BAX) SVP forfeits shares to cover tax withholding

Rhea-AI Filing Summary

Baxter International senior vice president and chief accounting officer Anita A. Zielinski reported a routine tax-withholding transaction related to equity compensation. On March 6, 2026, 1,932 shares of common stock at $17.69 per share were forfeited to cover taxes from vested restricted stock units granted on March 6, 2025. After this withholding, she directly holds 46,281 Baxter 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^*

Zielinski Anita A

(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)
	SVP, CAO and Controller

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		1,932(1)	D	$17.69	46,281	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, 2025.

Remarks:

	/s/ Kimberly Olson, as attorney-in-fact for Anita A. Zielinski	03/10/2026
	** 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 did Baxter (BAX) executive Anita Zielinski report in this Form 4 filing?

Anita Zielinski reported a tax-withholding disposition of Baxter shares. On March 6, 2026, 1,932 common shares were forfeited to cover taxes triggered by settlement of vested restricted stock units granted on March 6, 2025, leaving her with 46,281 directly held shares.

How many Baxter (BAX) shares were forfeited for taxes in Anita Zielinski’s Form 4?

The filing shows 1,932 Baxter common shares were forfeited for tax withholding. The shares were valued at $17.69 each and were used to satisfy taxes due upon settlement of previously granted restricted stock units that vested and delivered shares on March 6, 2026.

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

No, the transaction was not an open-market sale. The Form 4 identifies it as a tax-withholding disposition, where 1,932 shares were surrendered back to cover tax liabilities arising from the settlement of vested restricted stock units, rather than being sold on the market.

How many Baxter (BAX) shares does Anita Zielinski hold after this Form 4 transaction?

After the tax-withholding disposition, Anita Zielinski directly holds 46,281 Baxter common shares. This balance reflects her position following the forfeiture of 1,932 shares used to cover taxes on restricted stock units that vested and settled on March 6, 2026.

What triggered the tax-withholding share forfeiture reported for Baxter (BAX) executive Anita Zielinski?

The forfeiture was triggered by settlement of vested restricted stock units. Restricted stock units granted to Anita Zielinski on March 6, 2025 vested, and shares were delivered on March 6, 2026, creating a tax liability that was covered by surrendering 1,932 Baxter shares.