[8-K] BAXTER INTERNATIONAL INC Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Corporate finance analyst

Baxter doubles its 2027 notes tender cap to $600M, signaling a larger potential debt repurchase.

Baxter International disclosed that it raised the Maximum Tender Cap on its cash tender offer for its 1.915% senior unsecured notes due 2027 from $300 million to $600 million. A tender offer lets a company buy back outstanding debt securities from holders, typically for cash, which can reduce total debt and future interest payments if enough holders participate.

The notes targeted are a specific 1.915% series maturing in 2027, and the change only alters the maximum aggregate purchase price, not the basic structure of the offer. Actual impact will depend on how many noteholders choose to tender under the offer to purchase dated November 19, 2025. The disclosure emphasizes that this communication is not itself an offer or solicitation, reinforcing that the definitive terms are contained in the formal offer document.

0000010456FALSE00000104562025-11-192025-11-190000010456bax:CommonStock1.00PerValueMemberexch:XCHI2025-11-192025-11-190000010456bax:CommonStock1.00PerValueMemberexch:XNYS2025-11-192025-11-190000010456bax:GlobalNotes13Due2029Memberexch:XNYS2025-11-192025-11-19

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 19, 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.

On November 19, 2025, Baxter International Inc. (the “Company”) issued a press release announcing that it is increasing the aggregate purchase price (the “Maximum Tender Cap”) of its previously announced cash tender offer (the “2027 Notes Tender Offer”) for a portion of its 1.915% senior unsecured notes due 2027 (the “2027 Notes”) to up to $600 million, from the previously announced Maximum Tender Cap of $300 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

This Current Report on Form 8-K, including the press release incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any 2027 Notes. The 2027 Notes Tender Offer is being made only pursuant to the offer to purchase of the Company, dated November 19, 2025. The 2027 Notes Tender Offer is not being made to holders of 2027 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1			Press Release Dated November 19, 2025
(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.
						By:			/s/ Joel T. Grade
						Name:			Joel T. Grade
Date: November 19, 2025						Title:			Executive Vice President and Chief Financial Officer

FAQ

What did Baxter International Inc. (BAX) announce in this 8-K?

Baxter International Inc. announced that it is increasing the Maximum Tender Cap for its previously announced cash tender offer for its 1.915% senior unsecured notes due 2027 to $600 million, from a prior cap of $300 million.

Which Baxter debt securities are affected by the increased tender offer cap?

The increased cap applies to Baxter’s 1.915% senior unsecured notes due 2027, referred to as the 2027 Notes.

How much is Baxter now willing to spend in total on the 2027 Notes tender offer?

Baxter has raised the aggregate purchase price limit, called the Maximum Tender Cap, to $600 million for the 2027 Notes cash tender offer.

Was the Baxter tender offer for the 2027 Notes newly launched or previously announced?

The cash tender offer for the 1.915% senior unsecured notes due 2027 was previously announced; this update only increases the Maximum Tender Cap.

When did Baxter announce the increase in the Maximum Tender Cap for the tender offer?

Baxter announced the increase in the Maximum Tender Cap on November 19, 2025 and issued a press release the same day.

Is the Baxter 8-K itself an offer to buy or sell the 2027 Notes?

No. The communication states it is neither an offer to sell nor a solicitation of offers to buy the 2027 Notes; the tender offer is made only under the company’s offer to purchase dated November 19, 2025.