Baxter (NYSE: BAX) retires all 2026 notes and trims 2027 debt via tenders

Rhea-AI Filing Summary

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.

Positive

• Baxter repurchased over $1.0 billion of senior notes (2026 and 2027), which reduces outstanding debt and future interest expense.
• All 2.600% notes due 2026 have been satisfied and discharged, removing a near-term maturity from Baxter’s debt schedule.

Negative

• None.

Insights

Corporate credit and capital structure analyst

Baxter used cash tender offers to retire over $1.0B of notes, reducing debt and interest costs.

Baxter International Inc. has completed cash tender offers for two series of senior unsecured notes, repurchasing $420,589,000 of its 2.600% notes due 2026 and $614,370,000 of its 1.915% notes due 2027 by the early settlement date, plus an additional $2,610,000 of 2026 notes at final settlement. The company states it has satisfied and discharged all outstanding 2026 notes, meaning that maturity no longer represents a refinancing or repayment event.

The late tender 2026 notes were purchased at $960.50 per $1,000 of principal, excluding the early tender payment of $30, which implies a lower consideration for holders who waited past the early tender date. Retiring these fixed-rate notes reduces Baxter’s future interest obligations tied to the 2.600% and 1.915% coupons on the repurchased principal.

For investors, this action clarifies the company’s near-term debt profile by removing the 2026 notes entirely and partially reducing the 2027 notes. The overall impact depends on how the tendered amounts compare to Baxter’s total debt and on the funding sources for the cash used, which may be discussed in subsequent company disclosures.

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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): December 22, 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 8.01 Other Events.

Final Results of Tender Offers

On December 22, 2025 (the “Final Settlement Date”), Baxter International Inc. (the “Company”) effected the final settlement of the Company’s previously announced cash tender offers (each, a “Tender Offer” and together, the “Tender Offers”) to purchase (i) any and all of its 2.600% senior unsecured notes due 2026 (the “2026 Notes”) and (ii) a portion of its 1.915% senior unsecured notes due 2027 in an aggregate purchase price up to $600 million (the “2027 Notes”, and together with the 2026 Notes, the “Notes”). The Tender Offers expired at 5:00 p.m., New York City time, on December 18, 2025 (the “Expiration Time”).

As previously reported, on December 8, 2025 (the “Early Settlement Date”), the Company purchased $420,589,000 aggregate principal amount of 2026 Notes and $614,370,000 aggregate principal amount of 2027 Notes that were tendered at or prior to 5:00 p.m., New York City time, on December 3, 2025 (the “Early Tender Date”) and satisfied and discharged all outstanding 2026 Notes after giving effect to the repurchase of any 2026 Notes validly tendered in the Tender Offer and not validly withdrawn at or prior to the Early Tender Date. The Tender Offer for the 2027 Notes was fully subscribed as of the Early Tender Date and no additional 2027 Notes were accepted after that date.

An additional $2,610,000 in aggregate principal amount of the 2026 Notes were validly tendered and not validly withdrawn after the Early Tender Date and at or prior to the Expiration Time (the “Late Tender Notes”). The Late Tender Notes were accepted for purchase at a price of $960.50 per $1,000 of principal amount of such Notes (which did not include the “early tender payment” of $30), plus accrued and unpaid interest on such Notes from the last date on which an interest payment has been paid to, but excluding, the Final Settlement Date.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of offers to buy any 2026 Notes or 2027 Notes.

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: December 22, 2025			Title:			Executive Vice President and Chief Financial Officer

FAQ

What did Baxter International Inc. (BAX) announce regarding its debt tender offers?

Baxter International Inc. reported the final results of cash tender offers for its senior notes. The company has completed settlement, repurchasing additional 2.600% senior unsecured notes due 2026 on December 22, 2025, following a larger early settlement on December 8, 2025, and has now satisfied and discharged all outstanding 2026 notes.

How many Baxter 2026 senior notes were repurchased in the tender offers?

Baxter repurchased $420,589,000 aggregate principal amount of its 2.600% senior unsecured notes due 2026 on the early settlement date, plus an additional $2,610,000 principal amount on the final settlement date, and states that all outstanding 2026 notes have been satisfied and discharged.

What happened to Baxter’s 1.915% senior notes due 2027 in the tender offers?

Baxter purchased $614,370,000 aggregate principal amount of its 1.915% senior unsecured notes due 2027 as of the early settlement date. The tender offer for the 2027 notes was fully subscribed by the early tender date, and no additional 2027 notes were accepted after that point.

At what price did Baxter buy the late-tendered 2026 notes?

Late-tendered 2.600% senior unsecured notes due 2026 were accepted for purchase at a price of $960.50 per $1,000 of principal amount, plus accrued and unpaid interest from the last interest payment date to, but excluding, the final settlement date. This price did not include the early tender payment of $30.

Does this filing mean Baxter is offering to sell or buy new notes now?

No. The disclosure explicitly states that it is neither an offer to sell nor a solicitation of offers to buy any 2026 notes or 2027 notes. It reports the results of previously announced cash tender offers that have now been settled.

How might Baxter’s completed tender offers affect its capital structure?

By repurchasing large amounts of its 2.600% notes due 2026 and 1.915% notes due 2027 and discharging all 2026 notes, Baxter reduces certain outstanding debt and associated interest obligations, which simplifies its near-term maturity profile.