Rosenbloom David S. 4

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.