Fitzgerald Joseph Michael 4

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).