Baxter (BAX) Chair Forfeits 31,337 Shares for Tax Withholding After RSU Vest

Rhea-AI Filing Summary

Brent Shafer, Chair of Baxter International's Board, reported a transaction on 08/19/2025 involving company common stock. The filing shows 31,337 shares were disposed at a price of $24.33; the filing explains those shares were forfeited to cover withholding taxes from the delivery of vested restricted stock units that settled on that date. Following the reported transaction, the filing records 59,446 shares beneficially owned by Mr. Shafer. The filing also notes automatic reinvestment of dividends is included in the total. The form is signed by an attorney-in-fact on behalf of Mr. Shafer.

Positive

• None.

Negative

• 31,337 shares were disposed (forfeited) on 08/19/2025 to cover tax withholding related to vested restricted stock units

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-related forfeiture and disclosure; no indication of unscheduled sale intent or governance change.

The Form 4 documents a disposition of 31,337 shares by Brent Shafer to satisfy tax withholding on vested restricted stock units that settled on 08/19/2025. Such forfeitures to cover withholding are a common administrative outcome of equity vesting and do not by themselves indicate a change in board composition or corporate governance. The filing confirms continued beneficial ownership of 59,446 shares and notes dividend reinvestment, which suggests ongoing alignment with equity ownership practices. There is no information in the filing indicating any additional planned sales, hedging activity, or amendments to Mr. Shafer's role.

Securities Analyst

TL;DR: Material only as an insider disclosure; transaction appears tax-driven rather than liquidity-driven.

The reported disposition of 31,337 shares at $24.33 is explicitly described as forfeiture to cover withholding related to vested RSUs granted 02/05/2025 and governed by an Amended and Restated Letter Agreement dated 08/02/2025. From an investor perspective, this is a standard post-vesting administrative transfer rather than an opportunistic sale signaling changed sentiment. The filing shows 59,446 shares beneficially owned following the transaction and notes automatic dividend reinvestment, indicating continued equity exposure. No derivative transactions, option exercises, or new grants beyond the referenced vesting event are reported here.

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^*

Shafer David Brent

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chair of the Board

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		F		31,337(1)	D	$24.33	59,446(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 August 19, 2025 from the settlement of vested restricted stock units granted on February 5, 2025, which units vested in accordance with the Amended and Restated Letter Agreement, dated August 2, 2025, by and between Brent Shafer and Baxter International Inc.

2. Total includes the automatic reinvestment of dividends.

Remarks:

	/s/ Ellen K. Bradford, as attorney in-fact for David Brent Shafer	08/21/2025
	** 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 transaction did Brent Shafer report on Form 4 for BAX?

The Form 4 reports a disposition of 31,337 shares on 08/19/2025 at a price of $24.33, described as forfeited to cover tax withholding from vested RSUs.

How many Baxter (BAX) shares does Brent Shafer beneficially own after the transaction?

The filing states Mr. Shafer beneficially owned 59,446 shares following the reported transaction.

Why were the 31,337 shares disposed of according to the filing?

The filing explains those shares were forfeited to cover withholding taxes incurred from delivery of shares on 08/19/2025 from settlement of vested restricted stock units.

When were the restricted stock units originally granted that led to this transaction?

The restricted stock units were granted on 02/05/2025 and vested in accordance with an Amended and Restated Letter Agreement dated 08/02/2025.

Who signed the Form 4 on behalf of Brent Shafer?

The Form 4 was signed by Ellen K. Bradford as attorney-in-fact for David Brent Shafer on 08/21/2025.