Baxter (BAX) CFO Joel Grade reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Baxter International executive Joel T. Grade reported equity award activity involving company stock. On February 9, 2026, he acquired 30,504 shares of Baxter common stock at $0 per share from vested 2023 performance share units tied to multi-year sales, TSR, and ROIC goals.

On the same date, 9,144 shares were withheld at $21.73 per share to cover taxes from this vesting. After these transactions, Grade directly held 236,904 Baxter shares, including amounts from dividend reinvestment and the employee stock plan.

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^*

Grade Joel T.

(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 CFO

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		30,504(1)	A	$0	246,048	D
Common Stock, $1 par value	02/09/2026		F		9,144(2)	D	$21.73	236,904(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 and shares held in the Baxter's Employee Stock Plan.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for Joel T. Grade	02/11/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Baxter (BAX) report for Joel T. Grade?

Joel T. Grade reported equity award activity involving Baxter stock. He received 30,504 shares from vested 2023 performance share units, and 9,144 shares were withheld to cover related tax obligations, leaving him with 236,904 directly held Baxter shares afterward.

How many Baxter (BAX) shares did Joel T. Grade acquire from awards?

Joel T. Grade acquired 30,504 Baxter common shares at $0 per share. These came from 2023 performance share units that vested after a three-year period measuring sales CAGR, total shareholder return, and return on invested capital from January 1, 2023 to December 31, 2025.

Why were some Baxter (BAX) shares forfeited by Joel T. Grade?

Baxter states that 9,144 shares were forfeited to cover taxes on the vesting of 2023 performance share units. Instead of paying cash, shares were withheld at $21.73 per share to satisfy the tax liability triggered by the equity award vesting.

What is Joel T. Grade’s total Baxter (BAX) shareholding after these transactions?

After the reported transactions, Joel T. Grade directly holds 236,904 Baxter shares. This total reflects the newly vested award shares, the tax-related share withholding, automatic reinvestment of dividends, and shares held in Baxter’s Employee Stock Plan, all reported as direct ownership.

What performance metrics governed Baxter’s 2023 PSUs for Joel T. Grade?

The 2023 performance share units were tied to Baxter’s sales compound annual growth rate, total shareholder return, and total return on invested capital. These metrics were measured over a three-year performance period from January 1, 2023 through December 31, 2025, determining the vested share amount.

What is Joel T. Grade’s role at Baxter (BAX) in this insider report?

Joel T. Grade is identified as Baxter International’s Executive Vice President and Chief Financial Officer. The filing shows his equity compensation activity, including vesting of performance-based stock awards and associated tax withholding, reported as direct ownership of Baxter common stock.