Baxter CFO Joel Grade receives new equity awards

Grade Joel T. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Grade Joel T. reported acquisition or exercise transactions in this Form 4 filing.

Baxter International executive vice president and CFO Joel T. Grade reported equity awards rather than open-market trades. He received stock options for 103,448 shares at a price of $0.0000 per share and a grant of 42,735 shares of common stock.

The common stock grant represents restricted stock units scheduled to vest in three equal annual installments beginning on March 1, 2027, subject to the vesting conditions in Baxter’s 2021 Incentive Plan. The options become exercisable in three equal annual installments starting on the same date. Following these grants, Grade directly holds 279,828 common shares, including shares in the employee stock plan.

Insider Trade Summary

Grant/Award: 146,183 shares

Grant/Award 2 txns

Insider Grade Joel T.

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	103,448	$0.00	$0.00
Grant/Award	Common Stock, $1 par value	42,735	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 103,448 contracts (Direct); Common Stock, $1 par value — 279,828 shares (Direct)

Footnotes (3)

1. F1. The reporting person received a grant of restricted stock units which are scheduled to vest in three equal annual installments beginning on March 1, 2027, the first anniversary of the grant date, subject to satisfaction of the related vesting requirements set forth in the Amended and Restated Baxter International Inc. 2021 Incentive Plan.
2. F2. Total includes shares held in the Baxter's Employee Stock Plan.
3. F3. The options become exercisable in three equal annual installments beginning on March 1, 2027, the first anniversary of the grant date.

FAQ

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What did Baxter (BAX) EVP and CFO Joel T. Grade report in this Form 4?

Joel T. Grade reported receiving equity awards from Baxter International, not open-market trades. He was granted stock options and restricted stock units as part of his compensation, increasing his direct ownership stake in Baxter common stock, including shares held in the company’s employee stock plan.

How many stock options were granted to Baxter (BAX) CFO Joel T. Grade?

Joel T. Grade received stock options covering 103,448 shares of Baxter common stock. These options have a reported exercise price of $0.0000 per share and become exercisable in three equal annual installments beginning on March 1, 2027, the first anniversary of the grant date.

What restricted stock unit grant did Baxter (BAX) CFO Joel T. Grade receive?

He received a grant of 42,735 shares of Baxter common stock in the form of restricted stock units. These units are scheduled to vest in three equal annual installments starting on March 1, 2027, subject to vesting conditions in Baxter’s Amended and Restated 2021 Incentive Plan.

When do Joel T. Grade’s Baxter (BAX) restricted stock units vest?

The restricted stock units granted to Joel T. Grade are scheduled to vest in three equal annual installments. Vesting begins on March 1, 2027, which is the first anniversary of the grant date, and is subject to satisfaction of the related vesting requirements in Baxter’s 2021 Incentive Plan.

When do Baxter (BAX) stock options granted to Joel T. Grade become exercisable?

The stock options granted to Joel T. Grade become exercisable in three equal annual installments. The first installment begins on March 1, 2027, the first anniversary of the grant date, with remaining installments following annually, aligning with typical long-term incentive vesting structures.

How many Baxter (BAX) common shares does Joel T. Grade own after these awards?

After the reported equity grants, Joel T. Grade directly holds 279,828 shares of Baxter common stock. This total includes shares held in Baxter’s Employee Stock Plan, reflecting his combined direct ownership position following the restricted stock unit and option awards on the grant date.

Are Joel T. Grade’s new Baxter (BAX) equity awards immediately vested or exercisable?

No, the awards are not immediately vested or exercisable. The restricted stock units and stock options each vest or become exercisable in three equal annual installments beginning on March 1, 2027, contingent on meeting the vesting requirements described in Baxter’s Amended and Restated 2021 Incentive Plan.

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Accepted by SEC EDGAR 03/03/2026 - 07:06 PM Learn about SEC filing dates

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^*

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)
02/27/2026

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	02/27/2026		A		42,735(1)	A	$0	279,828(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
Stock Option (Right to Buy)	$20.37	02/27/2026		A		103,448		(3)	02/27/2036	Common Stock, $1 par value	103,448	$0	103,448	D

Explanation of Responses:

1. The reporting person received a grant of restricted stock units which are scheduled to vest in three equal annual installments beginning on March 1, 2027, the first anniversary of the grant date, subject to satisfaction of the related vesting requirements set forth in the Amended and Restated Baxter International Inc. 2021 Incentive Plan.

2. Total includes shares held in the Baxter's Employee Stock Plan.

3. The options become exercisable in three equal annual installments beginning on March 1, 2027, the first anniversary of the grant date.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for Joel T. Grade	03/03/2026
	** 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.