Carson Seana 4

What Happened
Carson Seana, EVP and General Counsel of Bausch Health Companies Inc. (BHC), disposed a total of 192,497 shares for aggregate proceeds of approximately $1,142,869. The activity (Feb 27–Mar 3, 2026) included share withholdings to cover taxes on vested restricted share units, open‑market sales under a pre‑arranged Rule 10b5‑1 plan, and a cash disposition of 137,922 earned performance share units (PSUs) that were paid in cash instead of stock. Individual transactions: 26,326 shares withheld at $5.93 ($156,113); 6,856 shares sold at $5.78 ($39,628); 16,973 shares withheld at $5.95 ($100,989); 137,922 PSUs disposed for $5.95 ($820,636); and 4,420 shares sold at $5.77 ($25,503). Overall this was net disposition (sales/withholdings), which is typically routine rather than an explicit bullish signal.

Key Details

• Transaction dates and prices:
  • 2026-02-27: 26,326 shares withheld for taxes @ $5.93 = $156,113 (F1)
  • 2026-03-02: 6,856 shares sold in open market @ $5.78 = $39,628 (F2; 10b5‑1 plan)
  • 2026-03-02: 16,973 shares withheld for taxes @ $5.95 = $100,989 (F3)
  • 2026-03-02: 137,922 PSUs disposed in cash @ $5.95 = $820,636 (F4; cash settlement of earned PSUs)
  • 2026-03-03: 4,420 shares sold in open market @ $5.77 = $25,503 (F5; 10b5‑1 plan)
• Total disposed: 192,497 shares for ≈ $1,142,869.
• Shares owned after transaction: Not specified in the excerpt provided; see the Form 4 for post‑transaction holdings.
• Notable footnotes:
  • F1/F3: Share withholdings to satisfy tax withholding on RSU vesting.
  • F2/F5: Open‑market sales were made under a Rule 10b5‑1 trading plan adopted May 7, 2025.
  • F4: 137,922 performance share unit awards were earned (certified Feb 9, 2026) and paid in cash per the Compensation Committee; cash settlement exempt under Rule 16b‑3(e).
• Filing timeliness: Form 4 was filed March 3, 2026. The Feb 27 withholding transaction’s two‑business‑day reporting deadline would have been March 2, so that single item appears reported one business day late; the March 2–3 transactions were reported within required windows.

Context
These transactions are a mix of tax‑withholdings (non‑discretionary), PSUs paid in cash per a committee decision (not an open‑market sale of earned shares), and planned sales under a 10b5‑1 program (pre‑arranged trading). For retail investors, purchases provide a clearer insider bullish signal than routine withholdings or plan sales; here the activity mainly reflects compensation tax mechanics and planned dispositions rather than a new open‑market accumulation.