Mahoney Michael F 4
4 · BOSTON SCIENTIFIC CORP · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Boston Scientific (BSX) CEO Michael Mahoney Exercises Awards, Sells Shares
What Happened
Michael F. Mahoney (Chairman, President & CEO) had performance-based awards vest and were converted into shares between Feb 13–16, 2026. The filing shows two awards of 132,190 shares each (performance share units) and conversions/exercises of derivatives totaling 41,621 shares (codes A and M). To satisfy tax withholding obligations (code F), 147,954 shares were surrendered/issued at $74.73 per share, producing proceeds of $11,056,602. These were routine tax-withholding dispositions rather than an open-market investment sale.
Key Details
- Transaction dates: Feb 13, Feb 14 and Feb 16, 2026. Withholding price: $74.73 per share. Total proceeds from withheld shares: $11,056,602.
- Shares shown granted/awarded: two grants of 132,190 shares each (total 264,380). Derivative conversions/exercises acquired: 41,621 shares. Shares withheld/disposed for taxes: 147,954.
- Net shares retained after withholding (approx.): 306,001 acquired − 147,954 withheld ≈ 158,047 net new shares added to holdings.
- Footnotes: F1–F2 — the two 2023 performance share programs vested based on three‑year performance through Dec 31, 2025; F3–F6 — restricted stock unit mechanics and installment issuance schedules.
- Filing: Report filed Feb 18, 2026 covering the Feb 13–16 transactions. No late‑filing flag was indicated in the provided excerpt.
Context
- Code meanings: A = award/grant, M = exercise/conversion of derivative (conversion of PSU/RSU to shares), F = payment of exercise price or tax withholding (shares surrendered to cover taxes).
- This appears to be a standard vesting/conversion of earned performance awards with shares withheld to meet tax obligations (a form of cashless settlement), not a voluntary open-market sale for investment or diversification.
- For retail investors: awards converting into shares increase insider ownership; tax-withholding sells are routine and don’t necessarily signal personal views on the stock.
Insider Transaction Report
Form 4
Mahoney Michael F
DirectorChairman, President & CEO
Transactions
- Award
Common Stock
[F1]2026-02-13+132,190→ 1,551,003 total - Award
Common Stock
[F2]2026-02-13+132,190→ 1,683,193 total - Exercise/Conversion
Common Stock
[F3]2026-02-13+8,832→ 1,692,025 total - Tax Payment
Common Stock
2026-02-13$74.73/sh−132,099$9,871,758→ 1,559,926 total - Exercise/Conversion
Common Stock
[F3]2026-02-14+16,524→ 1,576,450 total - Tax Payment
Common Stock
2026-02-14$74.73/sh−7,990$597,093→ 1,568,460 total - Exercise/Conversion
Common Stock
[F3]2026-02-16+16,265→ 1,584,725 total - Tax Payment
Common Stock
2026-02-16$74.73/sh−7,865$587,751→ 1,576,860 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-02-13−8,832→ 26,498 totalExp: 2029-02-13→ Common Stock (8,832 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F5]2026-02-14−16,524→ 16,524 totalExp: 2027-02-14→ Common Stock (16,524 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-02-16−16,265→ 0 totalExp: 2026-02-16→ Common Stock (16,265 underlying)
Holdings
- 213,679(indirect: By Trust)
Common Stock
Footnotes (6)
- [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]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.
- [F5]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.
- [F6]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