Pzena shows 65.35M Baxter (NYSE: BAX) shares; 12.7% ownership

Rhea-AI Filing Summary

Baxter International: Pzena Investment Management reported beneficial ownership of 65,347,621 shares of Common Stock, representing 12.7% as of 03/31/2026. The filing states Pzena has sole voting power for 53,110,244 shares and sole dispositive power for 65,347,621 shares. It notes the shares are held for clients who retain the right to dividends and sale proceeds and that no single client accounts for more than 5% of the class.

Insights

Institutional Ownership Analyst

Pzena holds a substantial passive position in Baxter: 12.7% beneficial ownership.

Pzena reports 65,347,621 shares beneficially owned as of 03/31/2026, with sole voting power over 53,110,244 shares. This level classifies Pzena as a large institutional holder whose voting decisions could be influential in shareholder matters.

Watch subsequent filings for any change in percentage ownership or voting arrangements; timing not specified in the excerpt.

Compliance Counsel

Filing follows Schedule 13G/A passive-investor disclosure conventions and discloses client holdings.

The amendment clarifies that the securities are held on behalf of clients who retain dividend and sale rights and that no single client holds over 5% of the class. The filing attributes full dispositive power to Pzena.

Future amendments may be required if ownership or voting power changes beyond reporting thresholds.

Key Figures

Beneficially owned shares: 65,347,621 shares Percent of class: 12.7% Sole voting power: 53,110,244 shares +1 more

4 metrics

Beneficially owned shares 65,347,621 shares Beneficial ownership reported as of 03/31/2026

Percent of class 12.7% Percent of common stock as of 03/31/2026

Sole voting power 53,110,244 shares Shares for which Pzena has sole power to vote

Sole dispositive power 65,347,621 shares Shares for which Pzena has sole power to dispose

Key Terms

Schedule 13G/A, beneficially owned, sole dispositive power, clients of the filing investment manager

4 terms

Schedule 13G/A regulatory

"Amendment No. 4 ) BAXTER INTERNATIONAL INC Common Stock"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned financial

"Amount beneficially owned: 65,347,621"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 65,347,621"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

clients of the filing investment manager financial

"CLIENTS OF THE FILING INVESTMENT MANAGER HAVE THE RIGHT TO RECEIVE"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/21/2026 - 11:01 AM Learn about SEC filing dates

FAQ

What stake does Pzena hold in Baxter (BAX)?

Pzena reports beneficial ownership of 65,347,621 shares, equal to 12.7% of common stock as of 03/31/2026. The filing lists sole voting power for 53,110,244 shares and sole dispositive power for 65,347,621 shares.

Does Pzena control Baxter shares or hold them for clients?

The filing states the shares are held on behalf of clients of the investment manager, and those clients retain the right to receive dividends and sale proceeds. Pzena reports sole dispositive power but indicates beneficial ownership is on behalf of clients.

Is any single client responsible for more than 5% of Baxter's shares?

No. The filing explicitly states that no one client of Pzena has an interest relating to more than 5% of the class. The reported 12.7% represents aggregated client holdings managed by Pzena.

What voting and dispositive powers does Pzena report?

Pzena reports sole voting power over 53,110,244 shares and sole dispositive power over 65,347,621 shares as of 03/31/2026. No shared voting or shared dispositive powers are reported.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

BAXTER INTERNATIONAL INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

071813109

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 071813109

1

Names of Reporting Persons

PZENA INVESTMENT MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 53,110,244.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 65,347,621.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

65,347,621.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.7 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BAXTER INTERNATIONAL INC
(b)	Address of issuer's principal executive offices: ONE BAXTER PARKWAY, DEERFIELD, ILLINOIS, 60015
Item 2.
(a)	Name of person filing: Pzena Investment Management, LLC
(b)	Address or principal business office or, if none, residence: 320 Park Avenue, 8th floor New York, NY 10022
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 071813109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 65,347,621
(b)	Percent of class: 12.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 53,110,244
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 65,347,621
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. CLIENTS OF THE FILING INVESTMENT MANAGER HAVE THE RIGHT TO RECEIVE AND THE ULTIMATE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS OF SALE OF THE SECURITIES REPORTED ON HEREINABOVE. NO INTEREST OF ANY ONE OF SUCH CLIENTS RELATES TO MORE THAN FIVE PERCENT OF THE CLASS.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PZENA INVESTMENT MANAGEMENT LLC

Signature:	s/Steven Coffey
Name/Title:	Chief Legal Risk Officer & Chief Compliance Officer
Date:	04/21/2026