Equity awards granted to Baxter International (NYSE: BAX) EVP Carlisle

Rhea-AI Filing Summary

Carlisle Cynthia reported acquisition or exercise transactions in this Form 4 filing.

Baxter International reported that Executive Vice President and CHRO Cynthia Carlisle received new equity awards. She was granted stock options for 43,103 shares, which become exercisable in three equal annual installments beginning on March 1, 2027. She also received 17,806 restricted stock units scheduled to vest in three equal annual installments beginning on March 1, 2027, and an additional 11,871 restricted stock units scheduled to vest on February 27, 2029, all subject to vesting conditions under the company’s 2021 Incentive Plan.

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^*

Carlisle Cynthia

(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)
	Executive Vice President, CHRO

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		17,806(1)	A	$0	17,806	D
Common Stock, $1 par value	02/27/2026		A		11,871(2)	A	$0	29,677	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		43,103		(3)	02/27/2036	Common Stock, $1 par value	43,103	$0	43,103	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 (the "Plan").

2. The reporting person received a grant of 11,871 restricted stock units all of which are scheduled to vest on February 27, 2029, subject to satisfaction of the related vesting requirements set forth in the 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/ Ellen K. Bradford, attorney in-fact for Cynthia Carlisle	03/03/2026
	** 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 awards did Baxter (BAX) grant to Cynthia Carlisle?

Baxter granted Cynthia Carlisle stock options for 43,103 shares and restricted stock units totaling 29,677 shares. These awards were made as part of the Baxter International Inc. 2021 Incentive Plan and are subject to multi-year vesting requirements tied to continued service and plan conditions.

How do Cynthia Carlisle’s new Baxter (BAX) stock options vest?

Carlisle’s 43,103 Baxter stock options become exercisable in three equal annual installments starting March 1, 2027. This structure means one-third of the options vest each year over three years, aligning long-term incentives with her continued executive service at the company.

When do Cynthia Carlisle’s 17,806 Baxter (BAX) RSUs vest?

The 17,806 restricted stock units granted to Carlisle vest in three equal annual installments beginning March 1, 2027. Each year, one-third of these units is scheduled to vest, provided she satisfies the vesting requirements set forth in Baxter’s 2021 Incentive Plan.

What is the vesting schedule for Cynthia Carlisle’s 11,871 Baxter (BAX) RSUs?

Carlisle’s additional grant of 11,871 restricted stock units is scheduled to vest in full on February 27, 2029. This is a single “cliff” vesting date, contingent on meeting the related vesting conditions described in Baxter International’s 2021 Incentive Plan.

Are Cynthia Carlisle’s new Baxter (BAX) equity awards immediately exercisable or transferable?

No, the awards are subject to vesting conditions. The stock options vest in three annual installments from March 1, 2027, while the restricted stock units vest over three years or on February 27, 2029, under Baxter’s 2021 Incentive Plan requirements.

Does Cynthia Carlisle hold these Baxter (BAX) awards directly or through another entity?

The transactions are reported as directly held by Cynthia Carlisle. The filing classifies ownership as direct, and the accompanying footnotes do not indicate any trusts, partnerships, or other entities holding voting or investment authority over the reported equity awards.