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): November 1925, 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))

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 81.01 ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement.

On November 1925, 2025, Baxter International Inc. (~~the~~ “~~Company~~Baxter”) ~~issued~~entered ainto ~~press~~an ~~release~~amendment ~~announcing~~(“Amendment ~~that~~No. it1”) isto ~~increasing~~ the ~~aggregate~~amended ~~purchase~~and ~~price~~restated ~~(the~~five-year ~~“Maximum~~credit ~~Tender~~agreement ~~Cap”)~~dated ofJune ~~its~~11, ~~previously~~2025, ~~announced~~among ~~cash~~Baxter, ~~tender~~as ~~offer~~Borrower ~~(the~~Representative, ~~“2027~~Baxter ~~Notes~~Healthcare ~~Tender~~SA ~~Offer”)~~and ~~for~~Baxter aWorld ~~portion~~Trade ofSRL, ~~its~~as ~~1.915%~~Borrowers, ~~senior~~various ~~unsecured~~lenders ~~notes~~and ~~due~~JPMorgan ~~2027~~Chase Bank, N.A., as Administrative Agent (as amended by Amendment No. 1, the “~~2027~~Amended ~~Notes~~Credit Agreement”). toThe uppurpose toof ~~$600~~Amendment ~~million,~~No. ~~from~~1 ~~the~~is ~~previously~~to ~~announced~~amend ~~Maximum~~the ~~Tender~~net ~~Cap~~leverage ofratio ~~$300~~covenant ~~million.~~to Aincrease ~~copy~~the ofmaximum ~~the~~net ~~press~~leverage ~~release~~ratio isfor ~~attached~~the asfour ~~Exhibit~~fiscal ~~99.1~~quarters toending ~~this~~December ~~Current~~31, ~~Report~~2025, onMarch ~~Form~~30, ~~8-K~~2026, ~~and~~June is30, ~~hereby~~2026, ~~incorporated~~and bySeptember ~~reference~~30, ~~herein~~2026.

~~This~~The ~~Current~~description ~~Report~~above ~~on Form 8-K, including the press release incorporated by reference,~~ is ~~neither an offer to sell nor~~ a ~~solicitation~~summary of ~~offers~~Amendment ~~to buy any 2027 Notes~~No. ~~The~~1 ~~2027~~and ~~Notes Tender Offer~~ is ~~being~~qualified ~~made~~in ~~only~~its ~~pursuant~~entirety toby the ~~offer~~complete totext ~~purchase~~ of ~~the~~Amendment ~~Company,~~No. ~~dated November 19~~1, ~~2025.~~a ~~The~~copy ~~2027~~of ~~Notes~~which ~~Tender Offer~~ is ~~not~~attached ~~being made~~ to ~~holders~~this ofreport ~~2027~~as ~~Notes~~Exhibit in10.1 ~~any~~and ~~jurisdiction~~incorporated inherein ~~which~~by ~~the~~reference. ~~making~~Capitalized orterms ~~acceptance~~used ~~thereof~~but ~~would~~ not beotherwise indefined ~~compliance~~herein ~~with~~shall have the ~~securities,~~meaning ~~blue~~as ~~sky~~ascribed orto ~~other~~them ~~laws~~in ofthe ~~such~~Amended ~~jurisdiction~~Credit Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1			Press Release Dated November 19, 2025
10.1			Amendment No. 1, dated as of November 25, 2025, to the Amended and Restated Five-Year Credit Agreement, dated as of June 11, 2025, among Baxter International Inc. as Borrower Representative, Baxter Healthcare SA, Baxter World Trade SRL, JPMorgan Chase Bank, National Association, as Administrative Agent, and certain other financial institutions named therein.
(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.	~~Baxter International Inc.~~
	By:	/s/ Joel T. Grade
Date: November 25, 2025	By:	/s/ Ellen K. Bradford
	Name:	~~Joel~~Ellen TK. ~~Grade~~Bradford
Date: November 19, 2025	Title:	Executive Vice President and Chief Financial Officer
	Title:	Senior Vice President and Corporate Secretary

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