Pzena reports 13.8% Baxter (BAX) stake in updated Schedule 13G

Rhea-AI Filing Summary

Pzena Investment Management, LLC reports beneficial ownership of 70,866,049 shares of Baxter International Inc. common stock, representing 13.8% of the class as of December 31, 2025. Pzena has sole voting power over 58,815,905 shares and sole dispositive power over the full 70,866,049 shares, with no shared voting or dispositive power.

The filing states that the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Baxter. Pzena’s clients have the right to receive dividends and sale proceeds from these securities, but no single client has an interest in more than five percent of Baxter’s outstanding common stock.

Insights

Institutional ownership and governance analyst

Pzena reports a sizable, passive 13.8% stake in Baxter.

Pzena Investment Management, LLC discloses beneficial ownership of 70,866,049 Baxter common shares, or 13.8% of the class as of December 31, 2025. It holds sole voting power over 58,815,905 shares and sole dispositive power over the full position, indicating significant influence on how this block may be voted in routine matters.

The Schedule 13G/A is filed on a passive basis, and the certification explicitly states the holdings are in the ordinary course of business and not for the purpose of changing or influencing control. Economic exposure resides with underlying clients, and no individual client exceeds 5% of Baxter’s shares, which disperses control among many investors.

This disclosure primarily clarifies the structure of Baxter’s shareholder base rather than signaling a strategic move. Subsequent ownership updates in later Schedule 13G or 13D filings, if any, would provide further detail on changes in Pzena’s position or intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

BAXTER INTERNATIONAL INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

071813109

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 58,815,905.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 70,866,049.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

70,866,049.00

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)

13.8 %

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: 70,866,049
(b)	Percent of class: 13.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 58,815,905
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 70,866,049
	(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:	01/21/2026

FAQ

How many Baxter (BAX) shares does Pzena Investment Management own?

Pzena Investment Management, LLC reports beneficial ownership of 70,866,049 shares of Baxter International Inc. common stock as of December 31, 2025, according to the Schedule 13G/A.

What percentage of Baxter (BAX) does Pzena Investment Management hold?

Pzena Investment Management, LLC reports holding 13.8% of Baxter International’s outstanding common stock as of December 31, 2025.

How much voting power does Pzena have in Baxter (BAX)?

Pzena has sole voting power over 58,815,905 Baxter common shares and no shared voting power, as disclosed in the Schedule 13G/A.

Is Pzena’s Baxter (BAX) stake considered passive or activist?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Baxter, indicating a passive investment stance.

Who ultimately benefits from Pzena’s Baxter (BAX) holdings?

The filing explains that Pzena’s clients have the right to receive and direct the receipt of dividends and sale proceeds from the Baxter shares, and no single client has an interest in more than 5% of the class.

What type of reporting entity is Pzena in this Baxter (BAX) filing?

Pzena Investment Management, LLC is identified as an investment adviser ("IA") filing a Schedule 13G/A with respect to its beneficial ownership of Baxter common stock.