Boston Scientific (BSX) EVP logs major stock awards and tax share withholdings

Rhea-AI Filing Summary

Boston Scientific executive Joseph Michael Fitzgerald, EVP & Group President, Cardiology, reported multiple stock-based compensation transactions. He acquired Boston Scientific common stock through exercises of restricted stock units and performance share units, as well as grants totaling 34,898 shares of common stock on February 13, 2026.

On February 13, 14, and 16, 2026, he also had shares of common stock withheld to satisfy tax liabilities, disposing of 33,104, 1,990, and 1,806 shares at $74.73 per share, respectively, as tax-withholding dispositions rather than open-market sales. After these transactions, he directly held 213,907 shares of common stock, and 5,234 additional shares were reported as held indirectly by his child, for which he disclaims beneficial ownership.

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^*

Fitzgerald Joseph Michael

(Last) (First) (Middle)

300 BOSTON SCIENTIFIC WAY

(Street)

MARLBOROUGH MA 01752-1234

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOSTON SCIENTIFIC CORP [ BSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Group Pres, Cardiology

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A(1)		34,898	A	$0.0000	204,790	D
Common Stock	02/13/2026		A(2)		34,898	A	$0.0000	239,688	D
Common Stock	02/13/2026		M		2,797	A	$0.0000(3)	242,485	D
Common Stock	02/13/2026		F		33,104	D	$74.73	209,381	D
Common Stock	02/14/2026		M		4,362	A	$0.0000(3)	213,743	D
Common Stock	02/14/2026		F		1,990	D	$74.73	211,753	D
Common Stock	02/16/2026		M		3,960	A	$0.0000(3)	215,713	D
Common Stock	02/16/2026		F		1,806	D	$74.73	213,907	D
Common Stock								5,234(4)	I	By Child

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
Restricted Stock Units	(3)	02/13/2026		M			2,797	(5)	02/13/2029(5)	Common Stock	2,797	$0.0000	8,391	D
Restricted Stock Units	(3)	02/14/2026		M			4,362	(6)	02/14/2027(6)	Common Stock	4,362	$0.0000	4,363	D
Restricted Stock Units	(3)	02/16/2026		M			3,960	(7)	02/16/2026(7)	Common Stock	3,960	$0.0000	0.0000	D

Explanation of Responses:

1. On February 14, 2023, the reporting person was awarded a target number of performance share units under the Company's 2023 Organic Net Sales Performance Share Program, with the actual number to be earned by the reporting person to be based on the Company's organic net sales performance measured against its financial plan over the three-year performance cycle comprising the three-year period ended December 31, 2025 and subject to the completion of the concurrent three-year individual service period. On February 13, 2026, the number of performance share units as to which the performance criteria had been satisfied was determined and the individual service period was satisfied.

2. On February 14, 2023, the reporting person was awarded a target number of performance share units under the Company's 2023 Total Shareholder Return Performance Share Program, with the actual number to be earned by the reporting person to be based on the Company's total shareholder return performance percentile relative to that of the other companies in the S&P 500 Health Care Index over the three-year performance cycle comprising the three-year period ended December 31, 2025 and subject to the completion of the concurrent three-year individual service period. On February 13, 2026, the number of performance share units as to which the performance criteria had been satisfied was determined and the individual service period was satisfied.

3. Each restricted stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.

4. The reporting person disclaims beneficial ownership of the shares held by his child, and this report should not be deemed an admission that the reporting person is the beneficial owner of his child's shares for purposes of Section 16 or for any other purpose.

5. Shares of common stock will be issued to the reporting person in four equal annual installments beginning on February 13, 2026, the first anniversary of the date of grant.

6. Shares of common stock will be issued to the reporting person in four equal annual installments beginning on February 14, 2024, the first anniversary of the date of grant.

7. Shares of common stock will be issued to the reporting person in four equal annual installments beginning on February 16, 2023, the first anniversary of the date of grant.

	/s/ Susan Thompson, Attorney-in-Fact	02/18/2026
	** 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 did Boston Scientific (BSX) executive Joseph Michael Fitzgerald report in this Form 4?

Joseph Michael Fitzgerald reported stock-based compensation activity, including grants and exercises of restricted and performance share units, plus related tax-withholding share dispositions. These transactions reflect equity awards and associated tax settlements rather than open-market purchases or discretionary sales.

How many Boston Scientific (BSX) shares were granted to Joseph Michael Fitzgerald?

Fitzgerald reported grants of 34,898 shares of Boston Scientific common stock on February 13, 2026. These grants are part of his equity compensation and will be issued in installments according to the company’s described vesting and issuance schedule in the related footnotes.

Were any of Joseph Michael Fitzgerald’s Boston Scientific (BSX) transactions open-market sales?

The filing describes dispositions coded “F” as payments of tax liabilities by delivering shares, not open-market sales. Shares were withheld at $74.73 per share to satisfy taxes arising from equity award vesting and exercises, which is standard for stock-based compensation.

How many Boston Scientific (BSX) shares does Joseph Michael Fitzgerald hold after these transactions?

After the reported transactions, Fitzgerald directly held 213,907 shares of Boston Scientific common stock. An additional 5,234 shares are reported as held indirectly by his child, but he expressly disclaims beneficial ownership of those indirectly held shares in the footnotes.

What role did restricted stock units and performance share units play in this Boston Scientific (BSX) Form 4?

Restricted stock units and performance share units were converted into Boston Scientific common stock as performance and service conditions were met. Each restricted stock unit represents a commitment to issue one share, with performance share units tied to organic net sales and total shareholder return programs.

How are Joseph Michael Fitzgerald’s child’s Boston Scientific (BSX) shares treated in this Form 4?

The Form 4 reports 5,234 Boston Scientific shares held indirectly by Fitzgerald’s child. A footnote states he disclaims beneficial ownership of these shares, meaning they are reported for transparency but not treated as his beneficial holdings for Section 16 purposes.