Baxter International (BAX) insider forfeits 650 shares for FICA taxes

Rhea-AI Filing Summary

Baxter International executive Jeanne K. Mason, EVP and Chief HR Officer, reported an insider share forfeiture. On 12/12/2025 she forfeited 650 shares of Baxter common stock at $19.15 per share to cover Federal Insurance Contributions Act (FICA) taxes on restricted stock unit awards previously granted under Baxter International Inc.'s Long-Term Incentive Plan. After this tax withholding transaction, she beneficially owns 199,853 Baxter shares, and this total includes the automatic reinvestment of dividends.

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^*

Mason Jeanne K

(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, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		F(1)		650	D	$19.15	199,853(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 accelerated Federal Insurance Contributions Act (FICA) taxes for restricted stock unit awards previously granted under Baxter International Inc.'s Long-Term Incentive Plan.

2. Total includes the automatic reinvestment of dividends.

Remarks:

	/s/ Kimberly Olson, as attorney in-fact for Jeanne K. Mason	12/16/2025
	** 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 insider transaction did Baxter International (BAX) report for Jeanne K. Mason?

Jeanne K. Mason, Baxter International's EVP and Chief HR Officer, reported a Form 4 transaction involving the forfeiture of 650 shares of Baxter common stock to cover tax withholding obligations.

How many Baxter (BAX) shares were forfeited and at what price?

The Form 4 shows that 650 shares of Baxter common stock were forfeited on 12/12/2025 at a price of $19.15 per share.

How many Baxter International shares does Jeanne K. Mason own after this transaction?

Following the reported transaction, Jeanne K. Mason beneficially owns 199,853 shares of Baxter common stock in direct ownership.

Why were the Baxter shares forfeited in this Form 4 filing?

The 650 shares were forfeited to cover the withholding of Federal Insurance Contributions Act (FICA) taxes related to restricted stock unit awards previously granted under Baxter International Inc.'s Long-Term Incentive Plan.

Does Mason's reported share total include reinvested dividends?

Yes. The Form 4 notes that the total beneficial ownership of 199,853 shares includes the automatic reinvestment of dividends.

Is this Baxter International Form 4 filed by one or multiple reporting persons?

The document indicates that it is a Form filed by one reporting person, covering the holdings and transaction of Jeanne K. Mason only.

What is Jeanne K. Mason's relationship to Baxter International?

Jeanne K. Mason is identified as an Officer of Baxter International, serving as EVP, Chief HR Officer.