Baxter (BAX) executive reports tax withholding on 2,848 vested RSU shares

Rhea-AI Filing Summary

Baxter International executive Maria Cecilia Soriano reported a routine tax-related share disposition. On March 6, 2026, 2,848 shares of common stock at $17.69 per share were forfeited to cover withholding taxes triggered by the delivery of shares from vested restricted stock units granted on March 6, 2024 and March 6, 2025. After this withholding transaction, she holds 75,045 Baxter shares directly.

Insights

Equity compensation analyst

Routine tax withholding on RSU vesting; no open‑market sale.

The filing shows Group President, ITT & Pharma, Maria Cecilia Soriano had 2,848 Baxter shares forfeited at $17.69 per share to satisfy tax obligations on vested restricted stock units. This is coded as an F transaction, which reflects payment of tax liability using shares.

Because the shares were withheld rather than sold in the market, this event carries little signaling value about her view of Baxter’s stock. Following the transaction, she continues to hold 75,045 common shares directly, indicating a substantial ongoing equity stake.

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^*

Soriano Maria Cecilia

(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)
	Group Pres., ITT & Pharma.

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		2,848(1)	D	$17.69	75,045	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, 2024 and March 6, 2025.

Remarks:

	/s/ Kimberly Olson, as attorney-in-fact for Maria Cecilia Soriano	03/10/2026
	** 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.
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FAQ

What did Baxter (BAX) executive Maria Cecilia Soriano report in this Form 4?

Maria Cecilia Soriano reported that 2,848 Baxter shares were forfeited at $17.69 per share to cover withholding taxes on vested restricted stock units. This was a compensation-related transaction, not an open-market trade, and was coded as a tax-withholding disposition.

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

No, the transaction was not an open-market sale. The 2,848 shares were forfeited to cover tax withholding resulting from RSU vesting and delivery of shares on March 6, 2026. This is a standard mechanism for paying taxes on equity compensation awards.

How many Baxter (BAX) shares does Maria Cecilia Soriano hold after this Form 4?

After the tax-withholding disposition, Maria Cecilia Soriano directly holds 75,045 shares of Baxter common stock. This post-transaction holding reflects her continuing equity stake in the company following the automatic forfeiture of shares to satisfy tax obligations.

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

The forfeiture was triggered by the settlement of vested restricted stock units granted on March 6, 2024 and March 6, 2025. When those RSUs delivered shares on March 6, 2026, 2,848 shares were withheld to cover the related tax liability, as disclosed in the footnote.

How is the Form 4 transaction for Baxter (BAX) classified by the SEC code?

The transaction is coded “F,” which indicates payment of an exercise price or tax liability by delivering securities. In this case, 2,848 shares were used to satisfy withholding taxes on vested RSUs, making it a tax-withholding disposition rather than a discretionary market sale or purchase.