Rosenbloom David S. 4
4 · BAXTER INTERNATIONAL INC · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Baxter (BAX) EVP David S. Rosenbloom Receives Award of 17,055 Shares
What Happened David S. Rosenbloom, Executive Vice President and General Counsel of Baxter International (BAX), had 17,055 shares acquired on Feb 9, 2026 as previously granted performance share units (PSUs) from the 2023 award (reported as an award/acquisition at $0.00). To cover tax withholding on the vesting, 5,225 shares were forfeited/disposed at $21.73 per share, totaling $113,539.
Key Details
- Transaction date: Feb 9, 2026. Form 4 filed Feb 11, 2026 (period of report 2026-02-09).
- Award (code A): 17,055 shares acquired, reported price $0.00.
- Tax withholding (code F): 5,225 shares disposed at $21.73 each = $113,539.
- Shares owned after transaction: not specified in the provided excerpt of the Form 4.
- Footnotes: F1 — these shares vested from the 2023 PSUs tied to a three‑year performance period (Jan 1, 2023–Dec 31, 2025) with awards based one‑third on Sales CAGR, TSR, and ROIC; F2 — shares were forfeited to cover withholding taxes; F3 — total includes automatic reinvestment of dividends.
- Filing timeliness: transaction on Feb 9 was reported on Feb 11; the form does not indicate a late filing.
Context This was a compensation-related vesting of performance share units, not an open‑market purchase or an investment sale. The 5,225‑share disposal was a routine tax-withholding action (common on vested awards) rather than a market-driven sale; such awards are normal executive compensation and do not by themselves indicate insider buying or selling sentiment.
Insider Transaction Report
- Award
Common Stock, $1 par value
[F1]2026-02-09+17,055→ 124,689 total - Tax Payment
Common Stock, $1 par value
[F2][F3]2026-02-09$21.73/sh−5,225$113,539→ 119,464 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.