Grade Joel T. 4

4 · BAXTER INTERNATIONAL INC · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Baxter CFO Joel T. Grade Receives Award, Sells Shares for Taxes

What Happened

Joel T. Grade, EVP and Chief Financial Officer of Baxter International (BAX), received 30,504 shares on Feb 9, 2026 from the vesting of performance share units (PSUs) granted March 1, 2023. To cover tax withholding on the vesting, 9,144 shares were forfeited/sold at $21.73 each, generating approximately $198,699. The award shares were granted under Baxter’s 2021 Incentive Plan and the 2023 Annual Equity Program.

Key Details

Transaction date: 2026-02-09; Filing date: 2026-02-11 (appears timely).
Award: 30,504 shares granted (code A) at $0.00 (vested PSUs).
Tax withholding/disposition: 9,144 shares (code F) disposed at $21.73 each, total ≈ $198,699.
Shares owned after transaction: not specified in the filing.
Footnotes: F1 — these shares are the vested portion of the 2023 PSUs tied to Sales CAGR, TSR and ROIC for the 1/1/2023–12/31/2025 performance period; F2 — 9,144 shares forfeited to cover tax withholding; F3 — totals include dividend reinvestment and shares in Baxter’s Employee Stock Plan.

Context

This was an award vesting plus a routine tax-withholding share surrender (a common, non-market-timing action). The filing indicates vesting of performance-based equity rather than an open-market purchase or discretionary sale. Such withholding (cashless) to cover taxes does not necessarily signal a change in the insider’s view of company prospects.

Form 4

Period: 2026-02-09

EVP and CFO

Transactions

Award
Common Stock, $1 par value
[F1]
2026-02-09+30,504→ 246,048 total
Tax Payment
Common Stock, $1 par value
[F2][F3]
2026-02-09$21.73/sh−9,144$198,699→ 236,904 total

Footnotes (3)

[F1]Represents shares awarded from the performance share unit award granted on March 1, 2023 pursuant to the Amended & Restated Baxter International Inc. 2021 Incentive Plan and the Annual Equity Program adopted by Baxter International Inc. (Baxter) (the 2023 PSUs). The award provided that one-third of the performance share units are awarded based on Baxter's Sales Compound Annual Growth Rate (Sales CAGR) performance, Baxter's Total Shareholder Return (TSR) performance, and Baxter's Total Return on Invested Capital (ROIC) performance over the three-year performance period January 1, 2023 to December 31, 2025 (the Three-Year Performance Period). These shares have vested as the Three-Year Performance Period has ended.
[F2]Represents the number of shares forfeited by the reporting person to cover the withholding of taxes incurred as a result of the vesting of the 2023 PSUs.
[F3]Total includes the automatic reinvestment of dividends and shares held in the Baxter's Employee Stock Plan.

Signature

/s/ Kimberly Olson, as attorney in-fact for Joel T. Grade|2026-02-11

1 file