[8-K] BAXTER INTERNATIONAL INC Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Credit & Capital Structure Analyst

Baxter gains temporary flexibility by raising its net leverage covenant limits.

Baxter International Inc. amended its five-year credit agreement to increase the maximum net leverage ratio covenant for four consecutive fiscal quarters ending on December 31, 2025, March 30, 2026, June 30, 2026 and September 30, 2026. A higher permitted net leverage ratio typically means the company can carry more net debt relative to earnings without breaching the agreement.

The agreement continues to involve multiple lenders with JPMorgan Chase Bank, N.A. as administrative agent, suggesting a syndicated facility. The amendment focuses only on the covenant level; no other changes are described in this excerpt. The actual effect on liquidity or pricing is not detailed here.

From an investor perspective, this kind of covenant adjustment often reflects discussions between the company and its lenders about near‑term leverage trends. Future periodic reports covering the quarters through September 30, 2026 will provide more context on how Baxter’s net leverage evolves under the amended terms.

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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 25, 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 1.01 Entry into a Material Definitive Agreement.

On November 25, 2025, Baxter International Inc. (“Baxter”) entered into an amendment (“Amendment No. 1”) to the amended and restated five-year credit agreement dated June 11, 2025, among Baxter, as Borrower Representative, Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, various lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended by Amendment No. 1, the “Amended Credit Agreement”). The purpose of Amendment No. 1 is to amend the net leverage ratio covenant to increase the maximum net leverage ratio for the four fiscal quarters ending December 31, 2025, March 30, 2026, June 30, 2026, and September 30, 2026.

The description above is a summary of Amendment No. 1 and is qualified in its entirety by the complete text of Amendment No. 1, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meaning as ascribed to them in the Amended Credit Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.
Date: November 25, 2025						By:			/s/ Ellen K. Bradford
						Name:			Ellen K. Bradford
						Title:			Senior Vice President and Corporate Secretary