Soriano Maria Cecilia 4
4 · BAXTER INTERNATIONAL INC · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Baxter (BAX) Group Pres. Maria Soriano Receives Award
What Happened Maria Cecilia Soriano, Group President, ITT & Pharma at Baxter International (BAX), had 2,273 performance-share units (PSUs) vest on February 9, 2026 (recorded as an award/acquisition). To cover tax withholding on the vested shares, 918 shares were surrendered/disposed at $21.73 per share for total withholding proceeds of $19,948. After the withholding, Soriano retained a net 1,355 shares from this vesting event.
Key Details
- Transaction dates: February 9, 2026 (vesting and tax withholding). Filing date: February 11, 2026 (Form 4 filed within the standard two-business-day window).
- Awarded/acquired: 2,273 shares @ $0.00 (code A — vesting of PSUs).
- Tax withholding/disposition: 918 shares @ $21.73 = $19,948 (code F — shares forfeited/sold to satisfy tax withholding).
- Net shares retained from this vesting: 1,355 shares (2,273 − 918).
- Shares owned after the transaction: total held after these transactions is not reported in the provided excerpt.
- Footnotes: F1 — these shares vest from the March 1, 2023 PSU award tied to Baxter’s three‑year performance (Sales CAGR, TSR, ROIC) for Jan 1, 2023–Dec 31, 2025; F2 — 918 shares forfeited to cover taxes; F3 — totals include automatic dividend reinvestment.
Context This was a vesting of performance-based equity, not an open-market sale or purchase. The disposition of 918 shares was an automatic/administrative action to satisfy tax withholding obligations (a common, routine practice) rather than a discretionary sale. PSUs vesting reflect achievement of pre-set performance metrics over the three-year period; they do not by themselves indicate insider buying or selling intent.
Insider Transaction Report
- Award
Common Stock, $1 par value
[F1]2026-02-09+2,273→ 56,924 total - Tax Payment
Common Stock, $1 par value
[F2][F3]2026-02-09$21.73/sh−918$19,948→ 56,006 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.