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

Date of Report (Date of earliest event reported): February 10, 2026

Date of Report (Date of earliest event reported): December 22, 2025


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)

Baxter International Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdictionof incorporation)

1-4448						36-0781620
(CommissionFile Number)						(I.R.S. EmployerIdentification 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))

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

Title of each class

TradingSymbol(s)

Name of each exchangeon 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 8 2.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

~~Final~~On ~~Results~~February of12, ~~Tender~~2026, ~~Offers~~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.

OnThe ~~December~~information ~~22,~~in ~~2025~~this ~~(the~~Item ~~“Final Settlement Date”), Baxter International Inc~~2.02 ~~(the “Company”) effected the final settlement~~ of ~~the~~Form ~~Company’s~~8-K, ~~previously~~including ~~announced~~Exhibit ~~cash tender offers (each~~99.1, ais ~~“Tender~~being ~~Offer”~~furnished and ~~together,~~shall ~~the~~not ~~“Tender~~be ~~Offers~~deemed “filed”) tofor ~~purchase~~purposes ~~(i)~~of ~~any~~Section ~~and~~18 ~~all~~ of ~~its~~the ~~2.600%~~Securities ~~senior~~Exchange ~~unsecured~~Act ~~notes~~of ~~due~~1934, ~~2026~~as amended (the ~~“2026~~Exchange ~~Notes”~~Act) ~~and~~or ~~(ii)~~otherwise asubject ~~portion~~to ofthe ~~its~~liabilities ~~1.915%~~of ~~senior~~that ~~unsecured~~section ~~notes~~and ~~due~~is ~~2027~~not inincorporated anby ~~aggregate~~reference ~~purchase~~into ~~price~~any upfiling toof ~~$600~~the ~~million~~Company (under the ~~“2027~~Securities ~~Notes”~~Act of 1933, ~~and~~as ~~together~~amended, ~~with~~or the ~~2026~~Exchange ~~Notes~~Act, ~~the~~whether ~~“Notes”).~~made ~~The~~before ~~Tender~~or ~~Offers~~after ~~expired~~the atdate ~~5:00 p.m.~~hereof, ~~New~~except ~~York~~as ~~City~~shall ~~time,~~be onexpressly ~~December~~set ~~18,~~forth ~~2025~~by ~~(the~~specific ~~“Expiration~~reference ~~Time”).~~in such a filing.

AsItem ~~previously reported, on December~~ 8, 2025 (the “Early Settlement Date”), the Company purchased $420,589,000 aggregate principal amount of 2026 Notes and $614,370,000 aggregate principal amount of 2027 Notes that were tendered at or prior to 5:00 p.~~m.,~~01 ~~New~~Other York City time, on December 3, 2025 (the “Early Tender Date”) and satisfied and discharged all outstanding 2026 Notes after giving effect to the repurchase of any 2026 Notes validly tendered in the Tender Offer and not validly withdrawn at or prior to the Early Tender Date. The Tender Offer for the 2027 Notes was fully subscribed as of the Early Tender Date and no additional 2027 Notes were accepted after that date.Events

AnEffective ~~additional~~February $211,~~610,000~~ ~~in aggregate principal amount of the~~ 2026, ~~Notes were validly tendered and not validly withdrawn after~~ the ~~Early~~Company's ~~Tender~~Board ~~Date~~of ~~and~~Directors atdeclared ora ~~prior~~quarterly tocash ~~the~~dividend ~~Expiration Time (the “Late Tender Notes”). The Late Tender Notes were accepted for purchase at a price~~ of $~~960~~0.5001 per ~~$1,000~~share of ~~principal~~common ~~amount~~stock. ofThe ~~such~~dividend ~~Notes~~is ~~(which~~payable ~~did~~on ~~not~~April ~~include~~1, ~~the~~2026, ~~“early~~to ~~tender~~stockholders ~~payment”~~ of ~~$30),~~record ~~plus~~as ~~accrued~~of ~~and~~February ~~unpaid interest on such Notes from the last date on which an interest payment has been paid to~~27, ~~but excluding, the Final Settlement Date~~2026.

~~This~~Item ~~Current~~5.02 ~~Report~~Departure onof ~~Form~~Directors ~~8-K~~or isCertain ~~neither~~Officers; anElection ~~offer~~of toDirectors; ~~sell~~Appointment ~~nor a solicitation~~ of ~~offers~~Certain toOfficers; ~~buy~~Compensatory ~~any~~Arrangements ~~2026~~of ~~Notes~~Certain ~~or 2027 Notes~~Officers.

Appointment of Michael R. McDonnell

On February 10, 2026, Baxter International Inc. (the “Company”) appointed Michael R. McDonnell to its Board of Directors (the “Board”), effective February 13, 2026. Mr. McDonnell has also been appointed to serve as a member of the Audit Committee.

Michael McDonnell served as the Executive Vice President and Chief Financial Officer of Biogen Inc. from August 2020 through February 2025. He also served as Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc. (f/k/a Quintiles IMS) from December 2015 through July 2020. Prior to that, Mr. McDonnell served as the Executive Vice President and Chief Financial Officer of Intelsat S.A. from November 2008 to December 2015, as Executive Vice President, Chief Financial Officer of MCG Capital Corporation from September 2004 until October 2008 and also as MCG Capital Corporation’s Chief Operating Officer from August 2006 until October 2008. Before joining MCG Capital Corporation, Mr. McDonnell served as Executive Vice President and Chief Financial Officer for Echo Star Communications Corporation (d/b/a DISH Network Corporation) from July 2004 until August 2004 and as its Senior Vice President and Chief Financial Officer from August 2000 to July 2004. Mr. McDonnell spent 14 years at PricewaterhouseCoopers LLP, including four years as a partner. Mr. McDonnell also serves on the board of directors of Merit Medical Systems, Inc.

Mr. McDonnell will be compensated for his service as a director pursuant to the Company’s non-employee director compensation plan, on terms materially consistent with the Company’s Non-Employee Director Compensation Plan filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed on February 21, 2025 (the “2024 Form 10-K”), and will be eligible to participate in the Company’s Directors’ Deferred Compensation Plan filed as Exhibit 10.32 to the Company’s 2024 Form 10-K. In connection with joining the Board, Mr. McDonnell will be granted equity awards as compensation for a portion of his 2026 service (representing the period between February 13, 2026 and the Company’s 2026 annual meeting of stockholders) in an amount consistent with the awards granted annually to non-employee directors, prorated for the full calendar months to be served during such period on terms materially consistent with the terms of the Company’s Non-Employee Director Compensation Plan. A 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 2025 annual meeting of stockholders filed on March 25, 2025, and is incorporated herein by reference.

There are no arrangements or understandings between Mr. McDonnell and any other persons pursuant to which he was selected as a director, and there are no transactions involving Mr. McDonnell that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Resignation of Cathy R. Smith and Stephen H. Rusckowski

On February 10, 2026, each of Ms. Cathy R. Smith and Stephen H. Rusckowski notified the Board of their respective decision to resign as a member of the Board and of each committee of the Board on which she or he serves, effective February 13, 2026. Neither decision to resign was because of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

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

In connection with the appointment of Mr. McDonnell and departures of Ms. Smith and Mr. Rusckowski on February 13, 2026, the number of directors constituting the Board will decrease to ten directors.

A copy of the press release issued by the Company on February 12, 2026, announcing the appointment of Mr. McDonnell and resignations of Ms. Smith and Mr. Rusckowski, among other things, is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit Number						Description

99.1						Press Release Dated February 12, 2026

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: February 12, 2026

	Baxter International Inc.
	By:	/s/ Joel T. Grade
	Name:	Joel T. Grade
Date: December 22, 2025	Title:	Executive Vice President and Chief Financial Officer


			BAXTER INTERNATIONAL INC.

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

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