Baxter International Inc. filings document formal disclosures for a NYSE-listed medtech issuer with common stock and listed global notes. Recent 8-K reports furnish earnings releases, financial-condition updates, dividend declarations, Regulation FD stockholder-engagement materials, executive leadership changes, severance and change-in-control arrangements, and exhibits tied to material corporate actions.
The company’s proxy materials cover board governance, stockholder voting matters, executive compensation and pay-versus-performance disclosures. Debt-related filings describe senior note issuances, supplemental indentures, underwriting arrangements and tender offers, while recurring reports identify registered securities, capital-structure actions and governance controls relevant to Baxter’s medical-device and healthcare-products business.
Joel T. Grade, EVP and CFO of Baxter International Inc. (BAX), reported a grant of 102,712 restricted stock units (RSUs) on 09/02/2025 that will vest on 09/05/2028, subject to the Amended and Restated Baxter International Inc. 2021 Incentive Plan vesting conditions. The RSUs will vest immediately if the reporting person’s employment is terminated without Cause as defined in the plan. After the reported transaction, the filing shows 222,560 shares beneficially owned, which includes automatic dividend reinvestment and shares held in Baxter’s Employee Stock Plan. The Form 4 was signed by an attorney-in-fact on 09/04/2025.
Baxter International (BAX) insider James W. Borzi, EVP and Chief Supply Chain Officer, reported a disposition of 1,848 shares on 09/02/2025 at $24.17 per share. The filing explains these shares were forfeited to cover tax withholding related to vested restricted stock units that settled on 09/02/2025 from an award granted 09/01/2023. After the transaction, Borzi beneficially owns 71,948 shares, which includes automatic dividend reinvestment. The Form 4 was signed by an attorney-in-fact on behalf of Borzi on 09/04/2025.
Pzena Investment Management, LLC reports beneficial ownership of 55,458,217 shares of Baxter International Inc. common stock, representing 10.8% of the class. The filing shows Pzena has sole voting power over 46,921,845 shares and sole dispositive power over 55,458,217 shares. The statement notes these shares are held for clients of the investment manager and that no single client accounts for more than 5% of the class. The filing identifies Baxter's principal executive offices at One Baxter Parkway, Deerfield, Illinois, and lists Pzena's address at 320 Park Avenue, New York. The Schedule 13G/A was signed by Steven Coffey, Chief Legal Risk Officer & Chief Compliance Officer, on 09/02/2025.
Andrew P. Hider filed a Form 3 for Baxter International Inc. (BAX) reporting his relationship to the issuer as Director and President and CEO. The Form 3 reports 0 shares of Baxter common stock beneficially owned as of the 08/19/2025 event date. The filing was signed by attorney in-fact Ellen K. Bradford on 08/25/2025.
Brent Shafer, Chair of Baxter International's Board, reported a transaction on 08/19/2025 involving company common stock. The filing shows 31,337 shares were disposed at a price of $24.33; the filing explains those shares were forfeited to cover withholding taxes from the delivery of vested restricted stock units that settled on that date. Following the reported transaction, the filing records 59,446 shares beneficially owned by Mr. Shafer. The filing also notes automatic reinvestment of dividends is included in the total. The form is signed by an attorney-in-fact on behalf of Mr. Shafer.
Baxter’s Q2-25 10-Q shows moderate top-line growth but margin pressure while the company reshapes its portfolio. Net sales from continuing operations rose 4% YoY to $2.81 bn (YTD +5% to $5.44 bn). Gross margin slipped 300 bp to 35.3% as cost of sales climbed, and hurricane-related costs added $17 m in the quarter. Operating income improved 7% YoY to $191 m, but YTD is down 15% to $249 m. Diluted EPS from continuing ops increased to $0.24 (vs. $0.19), bringing YTD EPS to $0.36. Total diluted EPS turned positive at $0.18 thanks to the absence of last year’s Kidney Care impairment.
Balance sheet strength improved markedly after the 1/31/25 divestiture of Kidney Care for ~$3.3 bn net cash. Assets fell to $21.0 bn while total liabilities dropped $5.0 bn to $13.8 bn. Short-term debt is nearly eliminated ($6 m vs. $2.13 bn) and long-term debt is down $0.9 bn to $9.49 bn following $3.5 bn repayments. Net cash at 6/30/25 stands at $1.69 bn. Baxter replaced its bridge loan with a $645 m term loan due 2027 and secured a new $2.2 bn multicurrency revolver (undrawn). Cash flow from operations was modest at $118 m YTD; financing outflows of $3.99 bn were covered by divestiture proceeds.
Key events: (1) Hurricane Helene charges total $115 m YTD. (2) Voluntary Class I recall of Novum IQ large-volume pump; distribution paused, reserve recorded (not material yet). (3) Quarterly dividend cut to $0.17 (-41% YoY).
Pzena Investment Management LLC filed Amendment No. 1 to its Schedule 13G on 15 July 2025, disclosing beneficial ownership of 39,708,226 shares of Baxter International Inc. (BAX) common stock, equal to 7.7 % of the outstanding class as of 30 June 2025.
The New York–based investment adviser reports sole voting power over 33,062,441 shares and sole dispositive power over the full 39.7 million shares; no shares are subject to shared voting/dispositive control. The filing states that the shares were acquired in the ordinary course of business and not for the purpose of influencing control of Baxter.
This disclosure signals that a well-known value-oriented institutional investor maintains a sizable position above the 5 % threshold, information that may influence perceptions of Baxter’s shareholder base and potential governance dynamics. However, the filing contains no operational or financial performance data and does not indicate any activist intent.