Baxter International Inc. 8-K Filings

Baxter International Inc. (BAX) reported two major financing actions. First, it entered into Amendment No. 2 to its amended and restated five-year credit agreement. The amendment increases the maximum net leverage ratio covenant for five fiscal quarters through September 30, 2027 and removes Baxter World Trade SRL as a borrower, while leaving the rest of the credit agreement in place.

Second, Baxter detailed early results and pricing for its previously announced cash tender offers for four series of senior notes and increased the aggregate purchase price cap (the Offer Cap) from $500 million to $600 million. As of the Early Tender Time on August 17, 2026, holders had tendered $421.99 million of 3.132% notes due 2051, $132.199 million of 3.500% notes due 2046, $72.744 million of 4.500% notes due 2043 and $756.712 million of 2.539% notes due 2032. Baxter priced the offers using a waterfall acceptance methodology tied to U.S. Treasury benchmarks and expects to purchase Notes corresponding to a $600 million aggregate purchase price on the August 20, 2026 Early Settlement Date, including all tendered notes in the first three series and a prorated portion of the 2032 notes.

Baxter International Inc. disclosed that on July 31, 2026, Anita Zielinski notified the company of her decision to resign as Interim Chief Financial Officer and Senior Vice President, Chief Accounting Officer and Controller. The resignation will be effective September 15, 2026, as she plans to join another company.

The company states that Ms. Zielinski’s resignation is not due to any disagreement with management or the board regarding operations, policies, practices, financial disclosures or accounting matters. This represents a planned transition in Baxter’s senior finance and accounting leadership roles.

Baxter International Inc. has commenced cash tender offers to purchase for cash certain outstanding senior notes, using a “waterfall” process, for an aggregate purchase price of up to $500 million excluding accrued and unpaid interest (the “Offer Cap”). The offers cover four series: 3.132% Senior Notes due 2051, 3.500% Senior Notes due 2046, 4.500% Senior Notes due 2043 and 2.539% Senior Notes due 2032, each with its own acceptance priority level.

Holders who tender by the Early Tender Time of 5:00 p.m. New York City time on August 17, 2026 and whose notes are accepted receive “Total Consideration” that includes an Early Tender Premium of $30 per $1,000 principal. The offers expire at 5:00 p.m. New York City time on September 1, 2026, with early settlement expected on August 20, 2026 and final settlement on September 3, 2026. The offers are not conditioned on one another or on any minimum tender and remain subject to conditions described in the Offer to Purchase.

Baxter International Inc. reported second-quarter 2026 sales of $2.96 billion, up 5% on both a reported and organic basis, with growth across all segments and geographies. GAAP net income from continuing operations was $135 million, or $0.26 per diluted share, while adjusted diluted EPS from continuing operations was $0.56, down 5% from the prior-year quarter. Segment sales reached $2,076 million in Medical Products & Therapies and $801 million in Healthcare Systems & Technologies. Free cash flow from continuing operations was $181 million in the quarter and $257 million year-to-date.

Management noted that results benefited from both operating performance and a $0.11 per share IEEPA tariff refund. Reflecting this performance, the company raised its full-year 2026 outlook to reported sales growth of 3%–4%, organic sales growth of 2%–3%, and adjusted diluted EPS from continuing operations of $1.95–$2.15. The board also declared a quarterly cash dividend of $0.01 per share, payable October 1, 2026 to shareholders of record on August 28, 2026.

Baxter International Inc. reorganized its reporting structure into two segments, Medical Products & Therapies (MPT) and Healthcare Systems & Technologies (HST), effective for the quarter ended June 30, 2026. The former Pharmaceuticals segment is now included in the Infusion Therapies & Platforms division within MPT, and certain manufacturing-related sales previously in Other are reclassified into that division. Remaining Other sales primarily reflect transactions with Vantive Health LLC under the Kidney Care manufacturing and supply agreement. Shared corporate expenses will now be partially left unallocated rather than fully assigned to segments.

The company furnished unaudited recast segment and product-category data for 2024–2025 and recent quarters to align history with this model. For 2025, Total Baxter net sales were $11,244 million, a reported increase of 6% and 3% operational sales growth. MPT generated $7,843 million in net sales and HST $3,071 million. Despite segment operating income of $2,246 million in 2025, after corporate items, amortization, impairments, optimization, separation and hurricane costs, total operating income was a loss of $308 million, and loss from continuing operations before income taxes was $505 million.

For the quarter ended March 31, 2026, Total Baxter net sales were $2,701 million, up 3% year over year, while organic sales declined 1%. Baxter explains non-GAAP operational and organic sales growth as measures that exclude the Kidney Care agreement’s impact, certain exits, acquisitions or divestitures, and foreign-exchange effects, to better isolate underlying performance trends.

Baxter International Inc. adopted a new Executive Severance and Change in Control Plan effective May 4, 2026, replacing its prior executive severance program. The plan covers vice presidents and above, including Interim CFO Anita Zielinski and other named executive officers, and provides tiered cash, benefits and outplacement packages for qualifying terminations, with higher multiples and benefits if termination occurs within 24 months after a change in control.

Stockholders at the 2026 annual meeting approved increasing shares reserved under the Second Amended and Restated 2021 Incentive Plan by an additional 20,000,000 common shares and supported executive compensation and all director nominees. They also approved a charter amendment setting a minimum of seven directors, with bylaws specifying a range of seven to twelve directors.

Baxter International reported first-quarter 2026 sales from continuing operations of $2.7 billion, up 3% on a reported basis but down 1% organically, reflecting flat to modestly weaker underlying demand. U.S. sales fell 4% while international sales grew 12% reported and 3% organically.

The company posted a U.S. GAAP net loss from continuing operations of $17 million, or ($0.03) per diluted share, compared with a profit a year ago. Adjusted diluted EPS from continuing operations was $0.36, down 35% from $0.55, as higher tariffs, manufacturing costs and prior-year comparison pressures weighed on results. Baxter’s board declared a quarterly dividend of $0.01 per share and the company reiterated its full-year 2026 outlook, targeting flat to 1% reported sales growth and adjusted diluted EPS of $1.85 to $2.05.

Baxter International Inc. provides a spring 2026 stockholder engagement update outlining leadership changes, 2025 performance, capital allocation priorities, and governance and sustainability initiatives. The company highlights the August 2025 appointment of Andrew Hider as President and CEO and the separation of the Chair and CEO roles, with Brent Shafer serving as Non-Executive Chair.

Baxter reports 2025 revenue from continuing operations of $11.2B with +3% operational sales growth, a +20 basis point increase in adjusted operating margin, and a +20% rise in adjusted diluted EPS. Baxter targets net leverage of about 3.0x by the end of 2026, prioritizing debt repayment while maintaining a quarterly dividend of $0.01 per share and selectively investing in capex, R&D, and tuck-in M&A.

The presentation emphasizes board refreshment, noting three new independent directors over the last three years, including Michael McDonnell joining the Board and Audit Committee in February 2026. Baxter also describes extensive 2025 outreach, contacting stockholders holding roughly 68% of shares and engaging with holders of about 61% to inform governance, compensation design, and refreshed sustainability commitments based on a 2025 double materiality assessment.

Baxter International Inc. announced a chief financial officer transition. As of the transition date, Joel Grade’s service as executive vice president and CFO ended, and he moved into a non-executive advisory role through April 30, 2026. Subject to a separation agreement, he will receive severance benefits under Baxter’s Executive Severance Plan for Group 1 Executives. The company stated his transition was not due to any disagreement with management or the board.

Effective the same date, Baxter’s board appointed Anita Zielinski, senior vice president, chief accounting officer and controller, as interim CFO. She will retain her existing responsibilities and receive additional compensation of $50,000 per month while serving as interim CFO, plus a one-time restricted stock unit award valued at $250,000, scheduled to vest on the third anniversary of the grant date. Baxter also reiterated its full-year 2026 financial outlook previously provided on February 12, 2026.

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 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.

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.

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 Inc. filed an 8-K announcing it furnished an earnings press release for the period ended September 30, 2025. The press release is attached as Exhibit 99.1. The company states the information in Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed under the Exchange Act. Exhibits also include the Cover Page Interactive Data File as Exhibit 104.

Baxter International (BAX) announced a leadership change. Heather Knight will resign as Executive Vice President, Chief Operating Officer, and interim group president of Medical Products and Therapies (MPT) effective October 29, 2025, to join a company in the healthcare industry.

On the transition date, President and CEO Andrew Hider will also serve as interim group president of MPT, and Baxter will eliminate the COO role. This consolidates operational oversight under the CEO while the company manages the MPT leadership transition.