BAX ownership: Pzena Investment Management files 13G for 39.7M shares

Rhea-AI Filing Summary

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.

Positive

• Institutional confidence: A respected value-focused adviser reports a sizable 7.7 % stake in BAX, which may be viewed as a vote of confidence by some investors.

Negative

• None.

Insights

Institutional Ownership Analyst

TL;DR – Pzena now holds 7.7 % of BAX; neutral unless activist stance emerges.

The amended 13G reveals that Pzena Investment Management increased or confirmed its stake to nearly 40 million shares, giving it 7.7 % of Baxter’s common stock. Because the form is filed under Rule 13d-1(b) as an investment adviser, the firm certifies it is passive; there is no indication of plans to influence control. For investors, the disclosure adds transparency, highlights concentrated institutional ownership, and could marginally improve market sentiment by demonstrating confidence from a respected value manager. Absent activism or a material ownership swing versus prior filings, the update is informational rather than catalytic.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BAXTER INTERNATIONAL INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

071813109

(CUSIP Number)

06/30/2025

(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 33,062,441.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 39,708,226.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

39,708,226.00

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)

7.7 %

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, 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: 39,708,226
(b)	Percent of class: 7.7%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 33,062,441
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 39,708,226
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	07/15/2025

FAQ

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

Pzena reports beneficial ownership of 39,708,226 BAX shares.

What percentage of Baxter’s outstanding common stock does this represent?

The stake equals approximately 7.7 % of the outstanding class.

Does Pzena have sole or shared voting power over the shares?

Pzena has sole voting power over 33,062,441 shares and no shared voting authority.

Is Pzena acting as an activist investor in Baxter International?

No. The Schedule 13G is filed under Rule 13d-1(b) as a passive investment adviser with no intent to influence control.

When is the effective date of the ownership information?

The reporting date triggering the filing is 30 June 2025.