Baxter (BAX) CEO receives large RSU and option grants with $24.17 strike

Rhea-AI Filing Summary

Andrew P. Hider, President and CEO and Director of Baxter International Inc. (BAX), reported issuance of equity awards on 09/02/2025. He received 236,237 restricted stock units (RSUs) as a make-whole award for unvested prior employer equity and 131,813 RSUs as a pro rata 2025 annual grant, bringing his total reported common stock beneficial ownership to 368,050 shares after the transactions. He also received stock options covering 465,651 shares with a $24.17 exercise price, exercisable in three equal annual installments beginning 09/02/2026 and expiring 09/02/2035. The RSUs vest in three equal annual installments starting 09/02/2026, with accelerated vesting on certain termination events. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Substantial equity alignment through RSUs and options that vest over multiple years, supporting CEO retention
• Clear disclosure of grant sizes, vesting schedule, exercise price ($24.17) and termination-accelerated vesting conditions

Negative

• Make‑whole award may carry accelerated vesting on termination events, which can dilute time-based retention incentives
• Large option grants could be dilutive depending on company market cap (market cap not stated in the filing)

Insights

Corporate Governance Expert

TL;DR: CEO received substantial time‑based equity awards and options, aligning long-term incentives with shareholder value.

The grants are time‑based RSUs and multi‑year options that vest in three equal installments beginning one year after grant, consistent with standard executive incentive design. The make‑whole RSUs replace prior employer equity and include accelerated vesting on certain terminations, which is customary but important for governance transparency. The option exercise price of $24.17 and the number of shares are disclosed; materiality depends on company market capitalization

Compensation Analyst

TL;DR: The award structure emphasizes retention via multi‑year vesting and sizeable option exposure.

The combination of 368,050 RSUs and 465,651 options creates a meaningful equity stake delivered over time. Vesting schedules beginning 09/02/2026 align both RSU and option incentives. The presence of a make‑whole award should be reviewed against prior employer awards but is documented here with standard termination triggers. No cash amounts or immediate dispositions are reported.

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^*

Hider Andrew P.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		236,237(1)	A	$0	236,237	D
Common Stock, $1 par value	09/02/2025		A		131,813(2)	A	$0	368,050	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)	$24.17	09/02/2025		A		465,651(3)		(3)	09/02/2035	Common Stock, $1 par value	465,651	$0	465,651	D

Explanation of Responses:

1. The reporting person received a grant of restricted stock units (RSUs) as compensation for the unvested portion of certain equity awards previously granted by the reporting person's prior employer (the Make Whole Award). The Make Whole Award is scheduled to vest in three equal annual installments beginning on September 2, 2026, the first anniversary of the grant date, subject to satisfaction of the related vesting requirements set forth in the Baxter International Inc. (Baxter) 2021 Amended and Restated Incentive Plan (the Plan). Any outstanding and unvested portion of the Make Whole Award will immediately vest if the reporting person's employment is terminated by Baxter other than for Cause (as defined in Baxter's Executive Severance Plan) or by the reporting person for Good Reason (as defined in the Offer Letter, effective as of July 7, 2025, by and between the reporting person and Baxter).

2. The reporting person received RSUs as a pro rata grant under Baxter's 2025 annual equity incentive compensation program that are scheduled to vest in three equal annual installments beginning on September 2, 2026, the first anniversary of the grant date, subject to satisfaction of the related vesting requirements set forth in the Plan.

3. The reporting person received stock options as a pro rata grant under Baxter's 2025 annual equity incentive compensation program, with such options becoming exercisable in three equal annual installments beginning on September 2, 2026, the first anniversary of the grant date, subject to the terms of the Plan.

Remarks:

	/s/ Ellen K. Bradford, as attorney in-fact for Andrew P. Hider	09/04/2025
	** 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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FAQ

What equity did Andrew P. Hider receive in the Form 4 for BAX?

He received 236,237 RSUs as a make‑whole award, 131,813 RSUs as a 2025 pro rata grant, and 465,651 stock options with a $24.17 exercise price.

When do the RSUs and options vest for Andrew P. Hider?

Both RSUs and options vest in three equal annual installments beginning 09/02/2026.

What is the exercise price and expiration of the options reported on Form 4?

The options have an exercise price of $24.17 and an expiration date of 09/02/2035.

Does the make‑whole RSU have accelerated vesting conditions?

Yes. The make‑whole RSUs will immediately vest if employment is terminated by Baxter other than for Cause or by the reporting person for Good Reason, as defined in related plans and the offer letter.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Ellen K. Bradford as attorney‑in‑fact for Andrew P. Hider on 09/04/2025.