Carson Seana 4
4 · Bausch Health Companies Inc. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Bausch Health (BHC) EVP Carson Seana Sells/Settles 192,497 Shares
What Happened
Carson Seana, EVP and General Counsel of Bausch Health Companies Inc. (BHC), disposed a total of 192,497 shares for aggregate proceeds of approximately $1,142,869. The activity (Feb 27–Mar 3, 2026) included share withholdings to cover taxes on vested restricted share units, open‑market sales under a pre‑arranged Rule 10b5‑1 plan, and a cash disposition of 137,922 earned performance share units (PSUs) that were paid in cash instead of stock. Individual transactions: 26,326 shares withheld at $5.93 ($156,113); 6,856 shares sold at $5.78 ($39,628); 16,973 shares withheld at $5.95 ($100,989); 137,922 PSUs disposed for $5.95 ($820,636); and 4,420 shares sold at $5.77 ($25,503). Overall this was net disposition (sales/withholdings), which is typically routine rather than an explicit bullish signal.
Key Details
- Transaction dates and prices:
- 2026-02-27: 26,326 shares withheld for taxes @ $5.93 = $156,113 (F1)
- 2026-03-02: 6,856 shares sold in open market @ $5.78 = $39,628 (F2; 10b5‑1 plan)
- 2026-03-02: 16,973 shares withheld for taxes @ $5.95 = $100,989 (F3)
- 2026-03-02: 137,922 PSUs disposed in cash @ $5.95 = $820,636 (F4; cash settlement of earned PSUs)
- 2026-03-03: 4,420 shares sold in open market @ $5.77 = $25,503 (F5; 10b5‑1 plan)
- Total disposed: 192,497 shares for ≈ $1,142,869.
- Shares owned after transaction: Not specified in the excerpt provided; see the Form 4 for post‑transaction holdings.
- Notable footnotes:
- F1/F3: Share withholdings to satisfy tax withholding on RSU vesting.
- F2/F5: Open‑market sales were made under a Rule 10b5‑1 trading plan adopted May 7, 2025.
- F4: 137,922 performance share unit awards were earned (certified Feb 9, 2026) and paid in cash per the Compensation Committee; cash settlement exempt under Rule 16b‑3(e).
- Filing timeliness: Form 4 was filed March 3, 2026. The Feb 27 withholding transaction’s two‑business‑day reporting deadline would have been March 2, so that single item appears reported one business day late; the March 2–3 transactions were reported within required windows.
Context
These transactions are a mix of tax‑withholdings (non‑discretionary), PSUs paid in cash per a committee decision (not an open‑market sale of earned shares), and planned sales under a 10b5‑1 program (pre‑arranged trading). For retail investors, purchases provide a clearer insider bullish signal than routine withholdings or plan sales; here the activity mainly reflects compensation tax mechanics and planned dispositions rather than a new open‑market accumulation.
Insider Transaction Report
- Tax Payment
Common Shares, No Par Value
[F1]2026-02-27$5.93/sh−26,326$156,113→ 782,932 total - Sale
Common Shares, No Par Value
[F2]2026-03-02$5.78/sh−6,856$39,628→ 776,076 total - Tax Payment
Common Shares, No Par Value
[F3]2026-03-02$5.95/sh−16,973$100,989→ 759,103 total - Other
Common Shares, No Par Value
[F4]2026-03-02$5.95/sh−137,922$820,636→ 621,181 total - Sale
Common Shares, No Par Value
[F5]2026-03-03$5.77/sh−4,420$25,503→ 616,761 total
Footnotes (5)
- [F1]This number represents common shares, no par value, of the Issuer withheld to satisfy the tax withholding obligations due upon vesting of Restricted Share Units.
- [F2]Represents shares of common stock sold in the open market pursuant to a Rule 10b5-l plan adopted by the Reporting Person on May 7, 2025.
- [F3]This number represents common shares, no par value, of the Issuer withheld to satisfy the tax withholding obligations due upon vesting of Restricted Share Units.
- [F4]Reflects the disposition in cash as contemplated by paragraph 7(1)(b) of the Income Tax Act (Canada) of 137,922 performance share unit awards originally granted to the Reporting Person under the Bausch Health Companies, Inc. 2014 Omnibus Incentive Plan on March 2, 2023, which, as previously reported on February 11, 2026, were earned, on February 9, 2026, upon certification by the Talent and Compensation Committee (the "Committee") of the Board of Directors of the Issuer of the level of achievement of the applicable performance metrics, but remained subject to service-based vesting. As disclosed in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2026, the Committee subsequently took action to provide for the payment of such earned performance share unit awards in cash rather than Issuer common stock upon vesting. The disposition in cash is exempt under Rule 16b-3(e).
- [F5]Represents shares of common stock sold in the open market pursuant to a Rule 10b5-l plan adopted by the Reporting Person on May 7, 2025.