What caused the tax-withholding share forfeiture reported by Baxter (BAX)?

The forfeiture was caused by the settlement of vested restricted stock units granted on June 2, 2025. When these units vested on June 2, 2026 and delivered shares, taxes became due, and 153 shares were surrendered to satisfy the withholding requirement.

Baxter (BAX) surgery president forfeits shares to cover RSU tax bill

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Baxter International executive Steven P. Wallace reported a small share disposition related to taxes rather than a market trade. On June 2, 2026, 153 shares of common stock were forfeited to cover tax withholding triggered by the delivery of shares from vested restricted stock units.

These restricted stock units were originally granted on June 2, 2025 and settled one year later. After this tax-withholding disposition, Wallace directly holds 70,128 shares of Baxter common stock, so the event reflects routine compensation and payroll tax handling rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wallace Steven P.

Role President, Adv. Surgery

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $1 par value	153	$18.68	$3K

Holdings After Transaction: Common Stock, $1 par value — 70,128 shares (Direct, null)

Footnotes (1)

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Key Figures

Tax-withholding shares: 153 shares Price per share: $18.68 per share Post-transaction holdings: 70,128 shares +1 more

4 metrics

Tax-withholding shares 153 shares Shares forfeited on June 2, 2026 to cover taxes

Price per share $18.68 per share Value used for tax-withholding disposition on June 2, 2026

Post-transaction holdings 70,128 shares Direct Baxter common stock held by Steven P. Wallace after transaction

Grant date of RSUs June 2, 2025 Original grant date of restricted stock units that vested

Key Terms

restricted stock units, withholding of taxes, tax-withholding disposition, Form 4

4 terms

restricted stock units financial

"from the settlement of vested restricted stock units granted on June 2, 2025"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding of taxes financial

"shares forfeited by the reporting person to cover the withholding of taxes incurred"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:06 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
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^*

Wallace Steven P.

(Last)

(First)

(Middle)

ONE BAXTER PARKWAY

(Street)

DEERFIELD

ILLINOIS

60015

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	President, Adv. Surgery

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $1 par value	06/02/2026		F		153⁽¹⁾	D	$18.68	70,128	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 June 2, 2026, from the settlement of vested restricted stock units granted on June 2, 2025.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for Steven P. Wallace	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Baxter (BAX) executive Steven P. Wallace report?

Steven P. Wallace reported a small share disposition tied to tax withholding. On June 2, 2026, 153 Baxter common shares were forfeited to cover taxes from vested restricted stock units granted in 2025, rather than sold in the open market.

Was the Baxter (BAX) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were forfeited back to cover taxes owed when restricted stock units vested and settled, a routine administrative event linked to equity compensation.

How many Baxter (BAX) shares were used for tax withholding in this Form 4?

The filing shows 153 common shares used to satisfy tax withholding obligations. This occurred when previously granted restricted stock units vested and delivered shares on June 2, 2026, triggering a taxable event that required share forfeiture.

What are Steven P. Wallace’s Baxter (BAX) holdings after this Form 4 transaction?

After the tax-withholding disposition, Steven P. Wallace directly holds 70,128 Baxter common shares. The forfeited 153 shares are a small fraction of his position and reflect payroll tax handling on vested restricted stock units, not a broad reduction.