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Boston Scientific (NYSE: BSX) CEO gets major share awards and tax withholdings

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Boston Scientific Corp Chairman, President & CEO Michael F. Mahoney reported multiple equity award and vesting transactions. On February 13, 2026, he acquired 132,190 shares of common stock as a grant and another 8,832 shares through the conversion of restricted stock units, while 132,099 shares of common stock were withheld at $74.73 per share to cover tax obligations.

On February 14, 2026, 16,524 restricted stock units converted into 16,524 common shares, with 7,990 shares withheld for taxes at $74.73 per share. On February 16, 2026, 16,265 restricted stock units converted into common stock and 7,865 shares were similarly withheld for taxes at $74.73 per share.

The filing notes performance share units granted in February 2023 under organic net sales and total shareholder return programs, for which performance and service conditions were satisfied as of February 13, 2026. An additional 213,679 common shares are reported as held indirectly by trust.

Positive

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Negative

  • None.
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).
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*
Mahoney Michael F

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
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) 132,190 A $0.0000 1,551,003 D
Common Stock 02/13/2026 A(2) 132,190 A $0.0000 1,683,193 D
Common Stock 02/13/2026 M 8,832 A $0.0000(3) 1,692,025 D
Common Stock 02/13/2026 F 132,099 D $74.73 1,559,926 D
Common Stock 02/14/2026 M 16,524 A $0.0000(3) 1,576,450 D
Common Stock 02/14/2026 F 7,990 D $74.73 1,568,460 D
Common Stock 02/16/2026 M 16,265 A $0.0000(3) 1,584,725 D
Common Stock 02/16/2026 F 7,865 D $74.73 1,576,860 D
Common Stock 213,679 I By Trust
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 8,832 (4) 02/13/2029(4) Common Stock 8,832 $0.0000 26,498 D
Restricted Stock Units (3) 02/14/2026 M 16,524 (5) 02/14/2027(5) Common Stock 16,524 $0.0000 16,524 D
Restricted Stock Units (3) 02/16/2026 M 16,265 (6) 02/16/2026(6) Common Stock 16,265 $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. 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.
5. 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.
6. 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.
* 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 did Boston Scientific (BSX) CEO Michael Mahoney report on this Form 4?

Michael Mahoney reported equity awards and vesting-related transactions in Boston Scientific (BSX) stock. He received 132,190 common shares as a grant and additional shares from restricted stock unit conversions, alongside share withholdings to satisfy tax obligations at a price of $74.73 per share.

How many Boston Scientific (BSX) shares were granted to the CEO?

The CEO was granted 132,190 shares of Boston Scientific common stock on February 13, 2026. This grant was separate from shares received through restricted stock unit conversions and reflects a significant equity award tied to his role and performance-based programs.

Were any of the Boston Scientific (BSX) CEO’s share disposals open-market sales?

The filing shows no open-market sales by the CEO. Dispositions, coded as “F,” represent shares withheld at $74.73 per share to cover exercise price or tax liabilities associated with equity awards and restricted stock unit conversions, rather than discretionary selling into the market.

What restricted stock unit activity did Boston Scientific (BSX) report for its CEO?

Multiple restricted stock unit conversions were reported for the CEO. Units converted into common stock on February 13, 14, and 16, 2026, with corresponding common shares issued and a portion of those shares withheld at $74.73 per share to satisfy associated tax obligations.

What performance share programs affected the Boston Scientific (BSX) CEO’s awards?

Awards stemmed from 2023 performance share programs tied to organic net sales and total shareholder return. Both programs measured performance over a three-year period ending December 31, 2025, with performance criteria and a concurrent three-year service requirement satisfied as of February 13, 2026.

Does the Boston Scientific (BSX) CEO hold any shares indirectly through a trust?

Yes. The Form 4 reports 213,679 Boston Scientific common shares held indirectly by trust as of February 13, 2026. This is separate from the CEO’s directly owned shares and reflects an additional block of stock attributed to trust ownership.
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