BAXTER INTERNATIONAL INC 8-K

What Happened

• Baxter International filed an 8‑K on February 12, 2026 furnishing an earnings press release for the period ended December 31, 2025 (Exhibit 99.1). The company also announced the appointment of Michael R. McDonnell to its Board of Directors effective February 13, 2026, and the resignations of directors Cathy R. Smith and Stephen H. Rusckowski effective the same date. Baxter declared a quarterly cash dividend of $0.01 per share payable April 1, 2026 to holders of record as of February 27, 2026.

Key Details

• Earnings press release for period ended December 31, 2025 was furnished as Exhibit 99.1 to the 8‑K (no specific financials disclosed in the 8‑K text).
• Michael R. McDonnell joins the Board and will serve on the Audit Committee; his background includes CFO roles at Biogen (Aug 2020–Feb 2025), IQVIA (Dec 2015–Jul 2020), and prior senior finance roles; he also serves on Merit Medical’s board.
• Ms. Cathy R. Smith and Mr. Stephen H. Rusckowski resigned from the Board effective Feb 13, 2026; the Board size will decrease to ten directors and Patricia B. Morrison will chair the Nominating, Corporate Governance & Public Policy Committee.
• Dividend: $0.01 per common share, payable April 1, 2026; record date February 27, 2026.

Why It Matters

• The earnings press release is the primary source for quarterly results investors will use to assess revenue, profits, and guidance—review the press release (Exhibit 99.1) for the actual financial figures and any management commentary.
• The appointment of a former public-company CFO with extensive audit and finance experience to the Board and Audit Committee could influence investor confidence in financial oversight.
• The resignations reduce Board size and shift committee leadership, which investors may monitor for corporate governance impacts.
• The $0.01 dividend is a modest cash return to shareholders; note the dates (record Feb 27, pay Apr 1) if you hold shares and want the dividend.