Form 4: Baxter EVP's Equity Award Vesting and Tax Withholding

Baxter International's EVP and General Counsel, David S. Rosenbloom, reported the vesting of performance share units and subsequent tax-related share forfeiture.

Summary

• David S. Rosenbloom, Executive Vice President and General Counsel of Baxter International Inc. (BAX), reported transactions related to his beneficial ownership.
• On February 9, 2026, 17,055 shares of common stock were acquired due to the vesting of performance share units (2023 PSUs).
• These PSUs were granted on March 1, 2023, under the Amended & Restated Baxter International Inc. 2021 Incentive Plan and the Annual Equity Program.
• The vesting was contingent upon Baxter's performance in Sales Compound Annual Growth Rate (CAGR), Total Shareholder Return (TSR), and Total Return on Invested Capital (ROIC) over the three-year period from January 1, 2023, to December 31, 2025.
• Concurrently, 5,225 shares were disposed of at a price of $21.73 per share to cover tax withholding obligations incurred as a result of the PSU vesting.
• Following these transactions, Rosenbloom's direct beneficial ownership stands at 119,464 shares of common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, as the vesting of performance shares indicates the company met its internal performance targets, reflecting positively on past operational execution.

Positives

• The vesting of 17,055 performance share units indicates that Baxter met the performance criteria (Sales CAGR, TSR, ROIC) set for the 2023 PSUs over the three-year period ending December 31, 2025.

Negatives

• The disposition of 5,225 shares to cover tax withholding reduces the executive's direct beneficial ownership, though this is a standard practice for equity compensation.

Future Outlook

This Form 4 filing reports past transactions and does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

StockSavvy.ai notes that the vesting of performance share units and subsequent tax-related sales are routine events in executive compensation across various industries. The successful vesting suggests Baxter met its internal performance targets relative to its peers, which is a positive indicator for the company's operational and financial health during the performance period.

Comparison to Industry Standards

• The structure of performance share units tied to metrics like Sales CAGR, TSR, and ROIC is a common practice in executive compensation plans for large-cap healthcare companies, aligning executive incentives with shareholder value creation.
• While specific performance metrics for Baxter are not detailed, the vesting implies achievement of these targets, which is generally in line with expectations for well-managed companies in the medical products industry.

Related Party Transactions

• The vesting of performance share units and subsequent share forfeiture for tax purposes represent a standard compensation-related transaction between the company and a key executive.

Stakeholder Impact

• Shareholders: The vesting indicates successful achievement of performance targets, which is generally positive for shareholder confidence. The slight reduction in direct ownership due to tax withholding is a routine event and not significant.

Key Dates

Keywords

Baxter International, BAX, Form 4, Insider Transaction, Performance Share Units, Equity Compensation, Executive Compensation, David S. Rosenbloom, Sales CAGR, TSR, ROIC