Fitzgerald Joseph Michael 4
4 · BOSTON SCIENTIFIC CORP · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Boston Scientific (BSX) EVP Joseph Fitzgerald Receives Awards, Withholds Shares
What Happened
- Joseph Michael Fitzgerald, EVP & Group President, Cardiology at Boston Scientific (BSX), had performance-based equity awards vest and related derivative/convertible awards exercised/converted in mid‑February 2026. The filing shows grants of 34,898 performance share units under two 2023 programs (performance and TSR) that were determined vested on Feb 13, 2026, and restricted-stock-unit-type awards. The filing also shows conversions/exercises of derivative awards and tax-withholding share dispositions.
- The company withheld 36,900 shares to satisfy tax obligations (disposal code F) at $74.73 per share, totaling about $2,757,537. Several smaller derivative exercises/conversions (totaling 11,119 units shown as converted/acquired) also appear in the filing.
Key Details
- Transaction dates: Feb 13–16, 2026; filing dated Feb 18, 2026 (reports activity through Feb 16).
- Withheld shares for taxes: 33,104 (Feb 13), 1,990 (Feb 14), 1,806 (Feb 16) — total 36,900 shares at $74.73 = ~$2.76M.
- Awards granted/vested: 34,898 performance share units under the 2023 Organic Net Sales program and 34,898 under the 2023 TSR program (footnotes F1, F2). RSUs represent the right to receive one share each (F3).
- Shares issuance schedule: certain awards are issued in four equal annual installments starting on grant‑specific anniversaries (see footnotes F5–F7).
- Beneficial-ownership note: reporting person disclaims beneficial ownership of shares held by his child (F4).
- Shares owned after the transactions: not specified in the provided summary of the Form 4 — check the full filing for total beneficial ownership.
- Transaction codes: A = award/grant; M = exercise/conversion of derivative; F = payment of exercise price or tax withholding (shares withheld).
Context
- The filing indicates vested performance awards and related conversions/exercises rather than an open‑market purchase or a voluntary sale. The F-code disposals reflect shares withheld by the company to cover taxes (a routine "sell/withhold-to-cover" arrangement), not necessarily a market-sale by the insider.
- For retail investors, vested performance awards are compensation-related and reflect plan outcomes (performance and service periods), not necessarily a personal directional bet on the stock. The awards here were tied to multi‑year performance cycles ending Dec 31, 2025 (see F1–F2).
Insider Transaction Report
Form 4
Fitzgerald Joseph Michael
EVP & Group Pres, Cardiology
Transactions
- Award
Common Stock
[F1]2026-02-13+34,898→ 204,790 total - Award
Common Stock
[F2]2026-02-13+34,898→ 239,688 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+2,797→ 242,485 total - Tax Payment
Common Stock
2026-02-13$74.73/sh−33,104$2,473,862→ 209,381 total - Exercise/Conversion
Common Stock
[F3]2026-02-14+4,362→ 213,743 total - Tax Payment
Common Stock
2026-02-14$74.73/sh−1,990$148,713→ 211,753 total - Exercise/Conversion
Common Stock
[F3]2026-02-16+3,960→ 215,713 total - Tax Payment
Common Stock
2026-02-16$74.73/sh−1,806$134,962→ 213,907 total - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-02-13−2,797→ 8,391 totalExp: 2029-02-13→ Common Stock (2,797 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-02-14−4,362→ 4,363 totalExp: 2027-02-14→ Common Stock (4,362 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F7]2026-02-16−3,960→ 0 totalExp: 2026-02-16→ Common Stock (3,960 underlying)
Holdings
- 5,234(indirect: By Children)
Common Stock
[F4]
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]Each restricted stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
Signature
/s/ Susan Thompson, Attorney-in-Fact|2026-02-18