Grade Joel T. 4

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.