Baxter Intl Inc SEC Filings

Baxter International executive Jeanne K. Mason, EVP and Chief HR Officer, reported an insider share forfeiture. On 12/12/2025 she forfeited 650 shares of Baxter common stock at $19.15 per share to cover Federal Insurance Contributions Act (FICA) taxes on restricted stock unit awards previously granted under Baxter International Inc.'s Long-Term Incentive Plan. After this tax withholding transaction, she beneficially owns 199,853 Baxter shares, and this total includes the automatic reinvestment of dividends.

Baxter International Inc. reported the initial beneficial ownership of one of its officers, the Group President, ITT & Pharma, as of 12/01/2025. The reporting person directly owns 54,623 shares of Baxter common stock, $1 par value.

The filing also lists stock options. One option grants the right to buy 15,353 shares of common stock at an exercise price of $39.06, becoming exercisable in three equal annual installments beginning on 03/01/2024 and expiring on 03/01/2033. A second option covers 23,787 shares at an exercise price of $35.44, vesting in three equal annual installments beginning on 03/06/2026 and expiring on 03/06/2035.

Baxter International Inc. has completed a major debt refinancing, issuing $300,000,000 of 4.450% Senior Notes due 2029, $700,000,000 of 4.900% Senior Notes due 2030 and $1,000,000,000 of 5.650% Senior Notes due 2035 under an existing shelf registration. The company received approximately $1.99 billion in net proceeds from these notes.

Baxter plans to use the proceeds to fund cash tender offers for its 2.600% senior unsecured notes due 2026 and a portion of its 1.915% senior unsecured notes due 2027, to discharge any 2026 notes not purchased, and to refinance its term loan credit facility. On December 4, 2025, it fully repaid all outstanding obligations under that term loan. Any remaining proceeds are earmarked for general corporate purposes and repayment of other indebtedness, effectively extending the company’s debt maturities and reshaping its capital structure.

Baxter International Inc. reported that it entered into Amendment No. 1 to its amended and restated five-year credit agreement dated June 11, 2025. The amended agreement, with JPMorgan Chase Bank, N.A. as administrative agent and various lenders, revises the net leverage ratio covenant. Specifically, it increases the maximum net leverage ratio that applies for the four fiscal quarters ending on December 31, 2025, March 30, 2026, June 30, 2026 and September 30, 2026. This change provides Baxter with more room under its leverage test during this period while it continues to operate under the existing credit facility.

Baxter International Inc. increased the Maximum Tender Cap for its previously announced cash tender offer for its 1.915% senior unsecured notes due 2027 to $600 million, up from the prior cap of $300 million. This means Baxter is now willing to buy back a larger amount of these 2027 notes for cash than originally planned.

The change, announced on November 19, 2025, affects only the 1.915% notes due 2027 and is governed by the company’s offer to purchase dated the same day. The update is described as part of a tender offer process rather than an offer to sell or solicit new securities.

Baxter International Inc. announced that it has started cash tender offers for certain outstanding debt securities. The company is offering to purchase any and all of its 2.600% senior unsecured notes due 2026 and a portion of its 1.915% senior unsecured notes due 2027, for an aggregate purchase price of up to $300 million, an amount that may be increased, decreased or eliminated under the terms of its offer to purchase dated November 19, 2025. The tender offers are being made only under that offer to purchase and are subject to applicable securities and other laws in relevant jurisdictions.

Dodge & Cox filed Amendment No. 4 to a Schedule 13G reporting a significant passive stake in Baxter International (BAX). The firm beneficially owns 57,396,370 shares, representing 11.2% of Baxter’s common stock. It has sole voting power over 54,118,570 shares and sole dispositive power over 57,396,370 shares.

Dodge & Cox is identified as an investment adviser and certifies the shares were acquired and are held in the ordinary course of business and not to change or influence control. Its clients have rights to receive dividends and sale proceeds. The Dodge & Cox Stock Fund holds 38,623,700 shares, or 7.5% of the class. The reported event date is 09/30/2025.

Baxter International Inc. announced a leadership change: Alok Sonig has resigned as Executive Vice President and Group President, Pharmaceuticals. His resignation is effective December 1, 2025, and he is departing to join a company in the healthcare industry.

The update was disclosed in a current report and pertains only to this executive transition. Baxter’s common stock trades on the NYSE under BAX, and its 1.3% Global Notes due 2029 trade as BAX 29 on the NYSE.

Baxter International (BAX) reported Q3 2025 results with net sales of $2,835 million, operating income of $172 million, and a loss from continuing operations of $51 million after $172 million of income tax expense. Net loss was $46 million. Gross margin was $950 million versus $1,033 million a year ago, while interest expense fell to $58 million from $87 million.

The company closed the sale of its Kidney Care business on January 31, 2025, receiving approximately $3.71 billion in pre-tax cash at closing and recognizing a year-to-date pre-tax gain of $115 million. Final working capital adjustments reduced the Q3 gain by $55 million. Year-to-date, Baxter repaid $3,505 million of debt, including retiring a $1.83 billion bridge facility, and cut long-term debt to $8,747 million from $10,374 million, with only $4 million of short-term debt outstanding. The amended $2.20 billion multicurrency revolver had no borrowings at quarter-end.

Baxter recorded Hurricane Helene-related charges of $8 million in Q3 and $123 million year-to-date. The company initiated Class I recalls for the Novum IQ Large Volume Pump and temporarily stopped distribution in the U.S. and Canada, recording a remediation reserve that was not material.