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[Form 4] Bausch Health Companies Inc Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Seana Carson, EVP and General Counsel of Bausch Health Companies Inc. (BHC), reported two transactions in a Form 4. On 09/05/2025 the filing shows 51,337 shares were withheld to satisfy tax withholding obligations upon vesting of restricted share units at an indicated price of $7.35, leaving 512,955 shares beneficially owned. On 09/08/2025 the filing shows 13,370 shares sold in the open market pursuant to a Rule 10b5-1 plan at $7.31, reducing beneficial ownership to 499,585 shares.

The Form 4 is signed by an attorney-in-fact on behalf of the reporting person on 09/08/2025. Notes in the filing explicitly state the withholding was for tax obligations on RSU vesting and the sale was executed under a 10b5-1 plan adopted May 7, 2025.

Positive
  • Use of a Rule 10b5-1 plan for the sale shows pre-planned, compliant insider trading
  • Tax withholding for RSU vesting was executed and disclosed, reflecting routine compensation settlement
Negative
  • Disposition of shares reduced beneficial ownership from 512,955 to 499,585 shares
  • Insider sale represents realized liquidity by an officer, which some investors may view negatively

Insights

TL;DR Insider withheld RSU shares for taxes and sold a small block under a 10b5-1 plan, modestly reducing beneficial ownership.

The transactions are routine compensation-related and pre-planned trading activity rather than ad-hoc disposals. The withholding of 51,337 shares to satisfy tax obligations is a standard post-vesting mechanic and does not indicate operational changes. The 13,370-share sale executed under an existing Rule 10b5-1 plan suggests the sale was pre-authorized and not market-timed, reducing the reporting person's stake from 512,955 to 499,585 shares. Impact on market and control is immaterial given the absolute share counts disclosed.

TL;DR Reporting shows compliant insider activity: tax withholding on RSUs and a 10b5-1 plan sale, both documented in the Form 4.

The filing includes clear disclosures that support regulatory compliance: the tax withholding tied to vesting and the 10b5-1 plan adoption date (May 7, 2025). The signature by an attorney-in-fact is properly noted with a date. From a governance perspective, the report demonstrates adherence to insider trading procedures and SEC reporting requirements. No departures, gifts, or unusual derivative transactions are disclosed.

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).
X
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*
Carson Seana

(Last) (First) (Middle)
400 SOMERSET CORPORATE BOULEVARD

(Street)
BRIDGEWATER NJ 08807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bausch Health Companies Inc. [ BHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
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 Shares, No Par Value 09/05/2025 F 51,337(1) D $7.35 512,955 D
Common Shares, No Par Value 09/08/2025 S 13,370(2) D $7.31 499,585 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. This number represents common shares, no par value, of the Issuer withheld to satisfy the tax withholding obligations due upon vesting of Restricted Share Units.
2. Represents shares of common stock sold in the open market pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 7, 2025.
/s/ Brianna M. Cetrulo, attorney-in-fact 09/08/2025
** 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 transactions did BHC insider Seana Carson report on Form 4?

The Form 4 shows 51,337 shares withheld13,370 shares sold

Why were 51,337 BHC shares withheld from Seana Carson's account?

The filing states those shares were withheld to satisfy tax withholding obligations

Was the 13,370-share sale by the BHC officer pre-planned?

Yes. The sale was executed pursuant to a Rule 10b5-1 plan adopted by the reporting person on May 7, 2025, per the filing.

How did these transactions change Seana Carson's beneficial ownership of BHC?

Beneficial ownership decreased from 512,955 shares499,585 shares

Who signed the Form 4 for Seana Carson and when?

The Form 4 is signed by Brianna M. Cetrulo, attorney-in-fact on 09/08/2025 according to the filing.
Bausch Health Companies Inc

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