Soriano Maria Cecilia 4

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.