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): November 19, 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)

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 5 8.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On November 519, 2025, ~~Alok Sonig notified~~ Baxter International Inc. (the “Company”) ofissued ~~his~~a ~~decision~~press torelease ~~resign~~announcing asthat it is increasing the ~~Company’s~~aggregate ~~Executive~~purchase ~~Vice~~price ~~President~~(the ~~and~~“Maximum ~~Group~~Tender ~~President,~~Cap”) ~~Pharmaceuticals,~~of ~~effective~~its aspreviously announced cash tender offer (the “2027 Notes Tender Offer”) for a portion of ~~December~~its 1,.915% ~~2025,~~senior unsecured notes due 2027 (the “2027 Notes”) to ~~join~~up ato ~~company~~$600 inmillion, from the ~~healthcare~~previously ~~industry~~announced Maximum Tender Cap of $300 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

~~SIGNATURE~~This Current Report on Form 8-K, including the press release incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any 2027 Notes. The 2027 Notes Tender Offer is being made only pursuant to the offer to purchase of the Company, dated November 19, 2025. The 2027 Notes Tender Offer is not being made to holders of 2027 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

Date: November 12, 2025	BAXTER INTERNATIONAL INC.
	By:	/s/ Ellen K. Bradford
	Name:	Ellen K. Bradford
	Title:	Senior Vice President and Corporate Secretary

(d) Exhibits.


99.1			Press Release Dated November 1 9 , 2025
(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.


		Baxter International Inc.

	By:	/s/ Joel T. Grade
	Name:	Joel T. Grade
Date: November 19, 2025	Title:	Executive Vice President and Chief Financial Officer

Filing Compare · BAXTER INTERNATIONAL INC