UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Baxter International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-4448			36-0781620
(Commission File Number)			(I.R.S. Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois			60015
(Address of principal executive offices)			(Zip Code)
(224)948-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Date of Report (Date of earliest event reported): March 15, 2026

Baxter International Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)


1-4448		36-0781620
(Commission File Number)		(I.R.S. Employer Identification No.)

One Baxter Parkway, Deerfield, Illinois		60015
(Address of principal executive offices)		(Zip Code)

(224) 948-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

BAX (NYSE)

New York Stock Exchange

1.3% Global Notes due 2029

BAX 29

New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	BAX (NYSE)	New York Stock Exchange
1.3% Global Notes due 2029	BAX 29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Item 2.02 Results of Operations and Financial Condition.

On February 12, 2026, Baxter International Inc. (the Company) issued an earnings press release for the period ended December 31, 2025. The press release, including attachments, is furnished as Exhibit 99.1 to this report.

The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

Effective February 11, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.01 per share of common stock. The dividend is payable on April 1, 2026, to stockholders of record as of February 27, 2026.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Joel Grade as CFO; Appointment of ~~Michael~~Anita R.Zielinski ~~McDonnell~~as Interim CFO

On ~~February 10~~March 16, 2026, Baxter International Inc. (the “Company”) ~~appointed~~announced ~~Michael~~that, R.as ~~McDonnell to its Board~~ of ~~Directors~~such date (the “~~Board~~Transition Date”), ~~effective~~Joel ~~February~~Grade’s 13service as Executive Vice President and Chief Financial Officer (“CFO”) of the Company has ceased and, ~~2026.~~as of such date, Mr. Grade ~~McDonnell~~ has ~~also~~transitioned ~~been~~into ~~appointed~~a tonon-executive ~~serve~~officer asrole aand ~~member~~will ofcontinue employment with the ~~Audit~~Company ~~Committee~~in an advisory capacity through April 30, 2026.

~~Michael~~Subject ~~McDonnell~~to ~~served~~Mr. Grade’s ascompliance with the ~~Executive~~terms ~~Vice President and Chief Financial Officer~~ of ~~Biogen~~a ~~Inc.~~Confidential ~~from~~Transition ~~August~~and ~~2020~~Separation ~~through~~Agreement ~~February~~entered ~~2025.~~into Hewith ~~also~~the ~~served~~Company aseffective ~~Executive~~March ~~Vice~~15, ~~President~~2026 ~~and Chief Financial Officer of IQVIA Holdings Inc.~~ (~~f/k/a~~the ~~Quintiles~~“Separation ~~IMS~~Agreement”) ~~from December 2015 through July 2020. Prior to that~~, ~~Mr.~~including ~~McDonnell~~certain ~~served~~release asrequirements ~~the Executive Vice President~~ and ~~Chief~~restrictive ~~Financial~~covenant ~~Officer~~obligations, ofhe ~~Intelsat~~is ~~S.A.~~entitled ~~from November 2008~~ to ~~December~~receive ~~2015,~~severance asbenefits ~~Executive~~under ~~Vice~~the ~~President,~~qualifying ~~Chief~~termination ~~Financial~~provisions ~~Officer~~ of the ~~MCG~~Company’s ~~Capital~~Executive ~~Corporation~~Severance ~~from~~Plan ~~September~~for ~~2004~~Group ~~until~~1 ~~October~~Executives ~~2008 and also~~ as ~~MCG~~described ~~Capital~~in ~~Corporation~~the Company’s ~~Chief~~Preliminary ~~Operating~~Proxy ~~Officer~~Statement ~~from~~on ~~August~~Schedule ~~2006~~14A ~~until~~filed ~~October~~on ~~2008. Before joining MCG Capital Corporation~~March 13, ~~Mr.~~2026 ~~McDonnell~~under ~~served~~“Potential asPayments ~~Executive~~Upon ~~Vice~~Termination ~~President~~or ~~and~~Following ~~Chief Financial Officer for Echo Star Communications Corporation (d/b/~~a ~~DISH~~Change ~~Network~~in ~~Corporation)~~Control–Executive ~~from~~Severance ~~July~~Plan” ~~2004 until August 2004~~ (and asthe ~~its~~amounts ~~Senior~~set ~~Vice~~forth ~~President~~in ~~and~~the ~~Chief~~corresponding ~~Financial~~“Involuntary ~~Officer~~Termination ~~from~~without ~~August~~Cause” ~~2000 to July 2004~~columns). Mr. Grade’s ~~McDonnell~~transition ~~spent~~and 14separation ~~years~~was atnot ~~PricewaterhouseCoopers~~the ~~LLP,~~result ~~including~~of ~~four~~any ~~years~~disagreement aswith aCompany ~~partner.~~management ~~Mr.~~or ~~McDonnell also serves on~~ the Company’s board of directors ofrelating ~~Merit~~to ~~Medical~~the ~~Systems~~Company’s operations, ~~Inc~~policies or practices.

~~Mr.~~In ~~McDonnell~~connection ~~will~~with bethese ~~compensated~~announcements, ~~for his service as a director pursuant to~~ the Company’s ~~non-employee~~announced ~~director compensation plan~~that, oneffective ~~terms materially consistent with the Company’s Non-Employee Director Compensation Plan filed~~ as ~~Exhibit~~of ~~10.42 to~~ the ~~Company’s~~Transition ~~Annual Report on Form 10-K filed on February 21~~Date, ~~2025 (~~the ~~“2024~~Board ~~Form~~appointed ~~10-K”)~~Anita Zielinski, ~~and will be eligible to participate in~~ the Company’s ~~Directors’~~Senior ~~Deferred~~Vice ~~Compensation~~President ~~Plan~~and ~~filed~~Chief Accounting Officer, as ~~Exhibit~~interim ~~10.32~~CFO toof the Company~~’s 2024 Form 10-K~~. ~~In connection with joining the Board, Mr~~Ms. Zielinski ~~McDonnell~~ will bealso ~~granted~~continue ~~equity~~to ~~awards~~serve asin ~~compensation~~her ~~for~~current arole ~~portion of his 2026 service (representing the period between February 13, 2026~~ and ~~the~~retain ~~Company’s~~her ~~2026~~responsibilities ~~annual~~as ~~meeting~~Senior ofVice ~~stockholders) in an amount consistent with the awards granted annually to non-employee directors~~President, ~~prorated~~Chief ~~for~~Accounting ~~the~~Officer ~~full~~and ~~calendar~~Controller ~~months~~while ~~to be served during such period on terms materially consistent with~~ the ~~terms of the~~ Company’s ~~Non-Employee~~undertakes ~~Director~~an ~~Compensation~~executive ~~Plan.~~search Aprocess description of the Company’s non-employee director compensation arrangements can be found in the section titled “Proposal 1. Election of Directors—Director Compensation” in the Company’s definitive proxy statement for ~~its~~a ~~2025~~permanent ~~annual meeting of stockholders filed on March 25, 2025, and is incorporated herein by reference~~CFO.

~~There~~Ms. Zielinski, ~~are~~52, nojoined ~~arrangements~~the orCompany ~~understandings~~in ~~between~~2025 ~~Mr.~~as ~~McDonnell~~Senior Vice President, Chief Accounting Officer and ~~any~~Controller. ~~other~~Before ~~persons~~joining ~~pursuant~~the toCompany, ~~which~~she heworked ~~was~~for ~~selected~~Sysco asCorporation a(“Sysco”) ~~director~~for seven years, most recently, beginning in 2022, as the Senior Vice President and ~~there~~Chief ~~are~~Financial noOfficer, ~~transactions~~US ~~involving~~Foodservice ~~Mr.~~Operations, ~~McDonnell~~and prior to that ~~are~~as ~~required~~Senior toVice bePresident ~~disclosed~~and ~~pursuant~~Chief Accounting Officer. Prior to ~~Item~~Sysco, ~~404(~~Ms. Zielinski spent more than 20 years at Ernst & Young LLP, including as an audit partner. Ms. Zielinski holds a) bachelor’s degree of ~~Regulation~~business ~~S-K~~administration from Texas A&M University and is a Certified Public Accountant licensed in the state of Texas.

~~Resignation~~Ms. Zielinski does not have any family relationships with any of ~~Cathy~~the RCompany’s directors or executive officers, there are no arrangements or understandings between Ms. Zielinski ~~Smith~~and any other persons pursuant to which she was selected as an officer, and ~~Stephen~~there Hare no transactions between Ms. Zielinski ~~Rusckowski~~and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

OnIn ~~February~~connection ~~10,~~with ~~2026~~Ms. Zielinski’s appointment, ~~each~~the ofCompany ~~Ms.~~entered ~~Cathy~~into R.amended ~~Smith~~compensation ~~and~~arrangements ~~Stephen~~with HMs. Zielinski ~~Rusckowski~~providing ~~notified~~ the ~~Board~~following ofadditional ~~their~~compensation ~~respective~~that ~~decision~~is tocommensurate ~~resign~~with her additional duties as interim CFO: a ~~member~~payment of ~~the~~$50,000 ~~Board~~per ~~and~~month offor each ~~committee~~month ofMs. Zielinski ~~the~~serves ~~Board~~in onthis ~~which~~capacity, ~~she~~and ora heone-time ~~serves,~~special ~~effective~~award ~~February~~of 13restricted stock units with a value of $250,000 ~~2026. Neither~~on ~~decision~~the tofirst ~~resign~~quarterly ~~was~~off-cycle ~~because~~grant ofdate aon ~~disagreement~~or ~~with~~after the ~~Company~~Transition onDate, ~~any~~which ~~matter~~will ~~relating~~be scheduled to vest on the ~~Company’s~~third ~~operations,~~anniversary ~~policies,~~of orthe ~~practices~~grant date.

~~Ms.~~Item ~~Patricia B~~7.01 ~~Morrison~~Regulation ~~will~~FD ~~become the chair of the Board’s Nominating, Corporate Governance & Public Policy Committee immediately after the effectiveness of Ms. Smith’s departure.~~ Disclosure

InOn ~~connection~~March 16, ~~with~~2026, the ~~appointment~~Company ofissued a press release announcing, among other things, Mr. Grade’s ~~McDonnell~~transition and ~~departures~~the appointment of Ms. Zielinski ~~Smith~~as ~~and~~the ~~Mr.~~Company’s ~~Rusckowski~~interim onCFO. ~~February~~A ~~13,~~copy ~~2026,~~of the ~~number~~press ofrelease ~~directors~~is ~~constituting~~furnished ~~the~~as ~~Board~~Exhibit ~~will~~99.1 ~~decrease~~ to ~~ten~~this ~~directors~~Current Report on Form 8-K and is incorporated herein by reference.

AThe ~~copy~~information ofin ~~the~~Item ~~press~~7.01, ~~release~~including ~~issued~~Exhibit by99.1 ~~the~~to ~~Company~~this Current Report on ~~February~~Form 128-K, ~~2026,~~shall ~~announcing~~not ~~the~~be ~~appointment~~deemed filed for purposes of ~~Mr.~~Section 18 ~~McDonnell~~of ~~and~~the ~~resignations~~Securities Exchange Act of ~~Ms.~~1934, ~~Smith~~as ~~and~~amended ~~Mr.~~(the ~~Rusckowski~~“Exchange Act”), ~~among~~or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other ~~things~~filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is ~~attached~~to ~~hereto~~be asconsidered ~~Exhibit~~filed 99under the Exchange Act or incorporates it by specific reference in such filing.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
ExhibitNumber	Description
99.1	Press Release Dated March 16, 2026	~~Press Release Dated February 12, 2026~~
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAXTER INTERNATIONAL INC. By: /s/ Joel T. Grade Name: Joel T. Grade Title: Executive Vice President and Chief Financial Officer

BAXTER INTERNATIONAL INC.

Date: March 16, 2026

/s/ Ellen K. Bradford

Ellen K. Bradford

Senior Vice President and Corporate Secretary

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