Baxter Intl Inc SEC Filings

Baxter International reported weak fourth-quarter 2025 results, with sales from continuing operations of $2.97 billion, up 8%, but a U.S. GAAP diluted EPS loss from continuing operations of ($2.01) per share. The loss reflects a $485 million goodwill impairment in the Front Line Care unit and a $330 million valuation allowance on U.S. deferred tax assets.

Adjusted diluted EPS from continuing operations was $0.44, down 24% from the prior year, as margins were pressured by unfavorable product mix, non-recurring inventory adjustments, and a higher tax rate. For full-year 2025, sales rose 6% to $11.24 billion, while adjusted diluted EPS from continuing operations increased to $2.27, but total adjusted diluted EPS fell to $2.21 as discontinued operations declined.

The board declared a sharply reduced quarterly cash dividend of $0.01 per share, payable April 1, 2026. For 2026, Baxter guides reported sales growth from continuing operations of flat to 1% and adjusted diluted EPS of $1.85–$2.05, implying softer earnings versus 2025. The company also appointed former Biogen and IQVIA CFO Michael R. McDonnell to its board and announced the resignations of directors Cathy R. Smith and Stephen H. Rusckowski, reducing the board to 10 members.

Baxter International executive Maria Cecilia Soriano reported equity compensation activity. On February 9, 2026, she acquired 2,273 shares of Baxter common stock at $0.00 per share through the vesting of performance share units granted on March 1, 2023.

On the same date, 918 shares were disposed of at $21.73 per share to cover tax withholding triggered by this vesting. After these transactions, she directly beneficially owned 56,006 shares of Baxter common stock, a figure that includes automatic dividend reinvestments.

Baxter International executive David S. Rosenbloom, EVP and General Counsel, reported equity compensation activity. On February 9, 2026, he acquired 17,055 shares of Baxter common stock at $0 from a performance share unit award granted March 1, 2023, which vested after a three-year performance period ending December 31, 2025.

On the same date, 5,225 shares were forfeited at $21.73 to cover taxes from this vesting. After these transactions, he directly owned 119,464 Baxter shares, a figure that includes automatic dividend reinvestments.

Baxter International executive Reazur Rasul reported equity compensation activity. On February 9, 2026, he acquired 18,951 shares of Baxter common stock at $0.00 per share, issued upon vesting of performance share units granted under the company’s 2021 Incentive Plan and 2023 performance share program.

To satisfy tax withholding from this vesting, 5,770 shares were automatically withheld and disposed of at $21.73 per share. After these transactions, Rasul directly owned 139,846 shares of Baxter common stock, which total includes shares from automatic dividend reinvestment.

Baxter International executive Joel T. Grade reported equity award activity involving company stock. On February 9, 2026, he acquired 30,504 shares of Baxter common stock at $0 per share from vested 2023 performance share units tied to multi-year sales, TSR, and ROIC goals.

On the same date, 9,144 shares were withheld at $21.73 per share to cover taxes from this vesting. After these transactions, Grade directly held 236,904 Baxter shares, including amounts from dividend reinvestment and the employee stock plan.

FMR LLC filed a Schedule 13G reporting beneficial ownership of 34,811,770.04 shares of Baxter International Inc. common stock, representing 6.8% of the class as of the event dated 12/31/2025.

FMR LLC has sole voting power over 23,858,435.30 shares and sole dispositive power over 34,811,770.04 shares. Abigail P. Johnson is also reported as a beneficial owner with sole dispositive power over the same 34,811,770.04 shares. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of Baxter.

BlackRock Portfolio Management LLC, a Delaware entity, reports beneficial ownership of 44,925,341 shares of Baxter International Inc. common stock, representing 8.7% of the class as of 12/31/2025.

The firm has sole power to vote 44,289,706 shares and sole power to dispose of 44,925,341 shares, with no shared voting or dispositive power. The holding is reported as being acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of Baxter.

Various underlying clients have rights to dividends or sale proceeds from these shares, but no single client is stated to have more than five percent of Baxter’s outstanding common stock.

Pzena Investment Management, LLC reports beneficial ownership of 70,866,049 shares of Baxter International Inc. common stock, representing 13.8% of the class as of December 31, 2025. Pzena has sole voting power over 58,815,905 shares and sole dispositive power over the full 70,866,049 shares, with no shared voting or dispositive power.

The filing states that the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Baxter. Pzena’s clients have the right to receive dividends and sale proceeds from these securities, but no single client has an interest in more than five percent of Baxter’s outstanding common stock.

Baxter International Inc. completed the final settlement of its previously announced cash tender offers for certain senior notes. On December 22, 2025, the company purchased an additional $2,610,000 aggregate principal amount of its 2.600% senior unsecured notes due 2026 at a price of $960.50 per $1,000 of principal, plus accrued interest. Earlier, on December 8, 2025, Baxter had already bought $420,589,000 of the 2026 notes and $614,370,000 of its 1.915% senior unsecured notes due 2027. The company has now satisfied and discharged all outstanding 2026 notes, and the 2027 tender offer was fully subscribed as of the early tender date, with no additional 2027 notes accepted after that.