BAX Insider Reports 1,848-Share Disposal to Cover RSU Taxes

Rhea-AI Filing Summary

Baxter International (BAX) insider James W. Borzi, EVP and Chief Supply Chain Officer, reported a disposition of 1,848 shares on 09/02/2025 at $24.17 per share. The filing explains these shares were forfeited to cover tax withholding related to vested restricted stock units that settled on 09/02/2025 from an award granted 09/01/2023. After the transaction, Borzi beneficially owns 71,948 shares, which includes automatic dividend reinvestment. The Form 4 was signed by an attorney-in-fact on behalf of Borzi on 09/04/2025.

Positive

• None.

Negative

• Insider disposition: 1,848 shares were disposed of on 09/02/2025 at $24.17 per share (for tax withholding).

Insights

Financial Analyst

TL;DR: Routine insider tax-related share forfeiture; modest disposition with no clear material signal about company fundamentals.

The reported transaction is a common administrative sale to satisfy tax withholding from vested restricted stock units, not an open-market discretionary sale. The quantity—1,848 shares at $24.17—reduced reported beneficial ownership to 71,948 shares. Because the filing explicitly states the shares were forfeited for taxes, this behavior should be viewed as non-informational regarding company performance. Impact on outstanding float and market liquidity is minimal based on the disclosed size.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 requirements and includes required explanatory detail; governance procedures appear followed.

The Form 4 provides the requisite details: relationship to issuer (EVP, Chief Supply Chain Officer), transaction date, amount, price, and an explanation that the shares were forfeited to cover taxes from vested RSUs. The form is signed by an attorney-in-fact, which is permissible and properly noted. From a governance perspective, the filing meets transparency expectations under Section 16 and does not indicate any compliance concern.

09/04/2025 - 06:00 PM

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
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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^*

Borzi James W

(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,Chief Supply Chain Officer

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		1,848(1)	D	$24.17	71,948(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, 2023.

2. Total includes the automatic reinvestment of dividends.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for James W. Borzi	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 James W. Borzi report on the Form 4 for BAX?

The Form 4 reports a disposition of 1,848 shares on 09/02/2025 at $24.17 per share, forfeited to cover taxes from vested RSUs.

Why were the shares sold according to the filing?

The filing states the shares were forfeited to cover tax withholding incurred from delivery of vested restricted stock units granted on 09/01/2023.

How many Baxter (BAX) shares does Borzi own after the transaction?

Following the reported transaction, Borzi beneficially owns 71,948 shares, which the filing notes includes automatic dividend reinvestment.

Who signed the Form 4 for James W. Borzi?

The Form 4 was signed by Kimberly Olson, as attorney in-fact for James W. Borzi on 09/04/2025.

Does the Form 4 indicate this was part of a 10b5-1 plan or contract?

No. The filing does not indicate the transaction was made pursuant to a 10b5-1 plan or similar contract; it states the disposal was for tax withholding.