Baxter International (BAX) 10-K risk factor changes: FY2025 vs FY2024

If any of the events described below occurs, our business, results of operations, financial condition, cash flows, future growth [removed: prospects and] [added: prospects, reputation or] stock price could suffer.

Further, other unknown or unpredictable factors could also have [removed: material] [added: significant] adverse effects on our future results.

Risks Relating to Our [removed: Strategic Actions][added: Common Stock]

- We are exposed to risks as a result of our strategic [removed: actions, including the recent sale of our Kidney Care business.][added: actions.]

[removed: - If our business strategy and development activities are unsuccessful,] [added: Any of the foregoing could adversely affect] our business, results of operations, financial [removed: condition] [added: condition,] and cash [removed: flows could be adversely affected.][added: flows.]

Risks Relating to Our [removed: Financial Performance] [added: Business] and [removed: Our Common Stock][added: Financial Performance]

- Global economic conditions, including [removed: inflation and supply chain disruptions,] [added: inflation,] have adversely affected, and could continue to adversely affect, our operations.

- Changes in foreign currency exchange rates and interest rates have had, and may in the future have, an adverse effect on our results of operations, financial condition, cash [removed: flows] [added: flows,] and liquidity.

- Future material impairments in the value of our goodwill, intangible [removed: assets] [added: assets,] and other long-lived [removed: assets,] [added: assets] would negatively affect our operating results.

Risks Relating to Our [removed: Business][added: Business and Financial Performance]

- [removed: If we are] [added: We may be] unable to successfully introduce or monetize new and existing products or [removed: services,] [added: services] or [removed: fail to] keep pace with changing consumer preferences and needs or advances in [removed: technology, our business, results of operations, financial condition and cash flows could be adversely affected.][added: technology.]

[removed: - We] [added: We] may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions and may experience business disruptions and adverse tax consequences associated with [removed: restructuring, realignment and cost reduction activities.][added: restructuring initiatives.]

- [removed: Breaches] [added: We may experience breaches] and breakdowns affecting our information technology systems or protected information, including from obsolescence, cyber security breaches and data [removed: leakage, could have a material adverse effect on us.][added: leakage.]

- [removed: Climate] [added: The effects of climate] change, [removed: or] [added: including] legal, [removed: regulatory] [added: regulatory,] or market measures [added: related] to [removed: address] climate [removed: change,] [added: change and other sustainability topics,] could adversely affect our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

- Our commitments, [removed: goals] [added: goals, activities,] and disclosures related to [added: sustainability and] corporate responsibility matters, and the perception of our activities in these areas, may [removed: adversely impact] [added: fail to satisfy] the [removed: company, including through reputational harm.][added: differing expectations of key stakeholders on these matters.]

- Increasing regulatory focus on, and expanding laws relating to, privacy, [removed: artificial intelligence] [added: AI,] and cybersecurity could impact our business and expose us to increased liability.

- If reimbursement or other payment for our current or future products is reduced or modified in the [removed: United States] [added: U.S.] or in foreign [removed: countries] [added: countries,] or there are changes to policies with respect to pricing, [removed: taxation] [added: taxation,] or rebates, our business could suffer.

[removed: - We are party to a number of pending lawsuits] [added: Protracted litigation] and other [removed: disputes which] [added: disputes, including any adverse outcomes,] may have an adverse impact on our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

- Our Amended and Restated [removed: By-Laws] [added: Bylaws] could limit our stockholders’ ability to choose their preferred judicial forum for disputes with us or our directors, officers, or employees.

We are exposed to risks as a result of our strategic [removed: actions, including the recent sale of our Kidney Care business.][added: actions.]

Our businesses have [removed: begun to face,] [added: faced,] and will continue to face, [removed: material] challenges in connection with [added: strategic actions we have undertaken, including] the [removed: sale] [added: divestitures] of our Kidney Care business and [added: our BPS business,] the [removed: other strategic actions we have undertaken (including] [added: acquisition of Hill-Rom Holdings, Inc. (Hillrom), and] the [added: ongoing] implementation of a simplified operating model and [removed: the ongoing simplification of our] manufacturing [removed: footprint).][added: footprint.]

[removed: The Kidney Care sale] [added: In addition, we] may [removed: result] [added: be subject to other potential risks] in [removed: challenges such as:] [added: connection with] the [removed: diversion of management’s attention from our ongoing business concerns and any newly identified strategic initiatives; attracting, retaining and motivating key management and other employees; retaining existing, or attracting new, business and operational relationships,] [added: transaction,] including [removed: with customers, suppliers, employees and other counterparties; maintaining our relationships with regulators;] the [removed: potential for] [added: following:] disputes or litigation with Carlyle or Vantive, as applicable, arising from the transaction, the [removed: EPA] [added: Equity Purchase Agreement (EPA)] or the various agreements (including a [removed: transition services agreement] [added: Transition Services Agreement (TSA)] and [removed: a manufacturing] [added: Manufacturing] and [removed: supply agreement)] [added: Supply Agreement (MSA))] that we entered into with Vantive in connection with the Kidney Care closing [removed: (as further described below)] and liabilities and obligations otherwise related to the [removed: transaction, the EPA or the other agreements described in this paragraph; the potential for exposure] [added: transaction; exposures] related to certain pre-closing Kidney Care liabilities we retained; [removed: the potential for] adverse tax consequences or changes in tax laws or [added: regulations that could affect our remaining businesses; regulatory actions or investigations related to the transaction or the businesses involved; and negative reactions from the financial markets, ratings agencies, customers, employees, other personnel or other stakeholders.]

We have [added: also] incurred, and will continue to incur, significant expenses in connection with the sale of our Kidney Care business.

For example, we will continue to incur the costs of providing transition services, products and product components to Vantive under the [added: relevant] agreements [removed: described above] [added: (including the TSA] and [added: the MSA) and] other stranded costs that we will no longer be able to share with the Kidney Care business and which we may not be able to fully offset.

Such expenses have been [removed: significant, and may continue to grow.][added: significant.]

As a result, even with the completed sale of the Kidney Care business, we may not achieve [removed: some or] all of the anticipated strategic, financial, operational or other benefits in the expected timeframe, [removed: or at all,] which could adversely impact our business, results of operations, financial condition and cash flows.

[removed: Further, the sale of the Kidney Care business results in] [added: Today, we are] a smaller, less diversified company, with more limited and concentrated [removed: businesses than before the transaction,] [added: businesses,] which may leave us more vulnerable to changing market [removed: conditions.][added: conditions and increased volatility in our financial performance.]

This has resulted in, and may continue to result in, additional expenses and other [removed: difficulties] [added: challenges] as we work to complete the integration, including [removed: challenges] [added: with respect to] consolidating certain operations and functions [removed: (including regulatory] and [removed: other corporate functions),] integrating [removed: technologies][added: technology systems.]

For more [removed: information,] [added: information related to ongoing government investigations,] see Note [removed: 3] [added: 7] in Item 8 of this Annual Report on Form 10-K.

Global economic conditions, including [removed: inflation and supply chain disruptions,] [added: inflation,] have adversely affected, and could continue to adversely affect, our operations.

General global economic downturns and macroeconomic trends, including heightened inflation, capital markets volatility, interest rate and currency rate fluctuations, changes in monetary policy and economic slowdown or recession, have resulted in, and may continue to result in, unfavorable conditions that negatively affect demand for our products and exacerbate other risks described in this “Risk Factors” section that affect our business, results of operations, financial [removed: condition] [added: condition,] and cash flows.

[removed: See “Risks Relating to Our Financial Performance and Our Common Stock – Changes] [added: Changes] in foreign currency exchange rates and interest rates have had, and may in the future have, an adverse effect on our results of operations, financial condition, cash [removed: flows] [added: flows,] and [removed: liquidity”.][added: liquidity.]

Due to the nature of our [removed: products, which include dense consumable medical] products [removed: such as IV fluids,] and the geographic locations of our manufacturing, storage and distribution facilities, [removed: which were further consolidated in anticipation of the recent Kidney Care sale and which often require us to transport our products long distances,] we may be more susceptible to increases in freight costs and other supply [added: chain challenges than certain of our industry peers.]

[removed: Current] [added: Further, current] or worsening economic conditions may impact the ability of our customers (including governments) to pay for our products and services and the amount spent on healthcare generally, which could result in decreased demand for our products and services, a decline in cash flows, longer sales cycles, increased inventory levels, slower adoption of new [removed: technologies] [added: technologies,] and increased price competition.

[removed: While global economic conditions to date have not significantly impacted our ability to collect receivables, liquidity] [added: Liquidity] issues in certain countries have resulted, and may continue to result, in delays in the collection of receivables and credit losses and may also impact the stability of the U.S. Dollar, Euro, [removed: Renminbi] [added: Renminbi,] or other currencies.

Events, such as changes to our expectations, strategy or forecasts (including as a result of evolving global macroeconomic [removed: conditions, updated expectations regarding the timing of new regulatory approvals or the impact] [added: conditions] or [removed: timing of our cost savings initiatives)] [added: regulatory developments)] or even a relatively small revenue shortfall or increase in supply chain or other costs which we are unable to [removed: offset] [added: offset,] have, and may in the future, cause financial results for a period to be below our expectations or projections.

Our operating results and financial condition are also subject to fluctuation from all of the risks described throughout this [added: “Risk Factor”] section.

These fluctuations may adversely affect our results of [removed: operations and] [added: operations,] financial [removed: condition] [added: condition,] and our stock price.

We continue to evaluate and refine both our [removed: short-term] [added: short-] and long-term financial objectives, including our stated commitment to achieve certain net leverage targets and to fully offset the stranded costs related to the [removed: recent] sale of our Kidney Care business.

Our ability to achieve these [removed: anticipated benefits] [added: objectives, as well as our ability to achieve savings from recent restructuring activities,] depends, in part, on our ability to [added: successfully innovate and deliver new products to market,] realize the anticipated benefits of the Hillrom acquisition and Kidney Care sale (and related cost and revenue synergy [removed: targets)] [added: targets), and implement our simplified operating model and manufacturing footprint,] while [removed: working] [added: we continue] to [removed: execute on] [added: optimize] our [removed: stated portfolio management initiatives.][added: product portfolio.]

- We may not achieve the anticipated benefits of our significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom.

- Our significant indebtedness requires us to use a substantial amount of our cash flow for debt service and constrains our ability to pursue growth strategies and advance our R&D capabilities.

- We have experienced disruptions in our supply chain.

- Continued consolidation in the health care industry or additional governmental controls exerted over pricing and access in key markets could lead to increased demands for price concessions or limit or eliminate our ability to sell to certain of our significant market segments.

- Management transition creates uncertainties, and we may experience difficulties in managing such transitions, including attracting and retaining key employees.

- We may be unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price.

- We may experience manufacturing, sterilization, supply, or distribution difficulties.

- We have experienced and may continue to experience issues with quality management or product quality.

- We are exposed to risks associated with incorporating AI, machine learning and other emerging technologies into our products, services and operations.

- We are subject to laws and regulations globally, and our failure to comply with rapidly changing and increasingly divergent expectations of regulators in different jurisdictions could adversely impact the company.

- We may incur additional tax expense or become subject to additional tax liabilities.

Risks Related to Our Common Stock

- We recently decreased our quarterly dividend to $0.01 per share and cannot guarantee that we will increase the amount of dividends we pay, or that we will not cease paying dividends.

These actions have entailed significant changes across our organizational structure and functional areas and have led to select market exits and may lead to additional market exits as we continue to optimize our portfolio.

We may also continue to experience diversion of management attention and the loss of experienced leaders with institutional knowledge.

Further, we have experienced, and may in the future experience, disputes with buyers of businesses we have divested, or may divest in the future.

In addition, we have yet to achieve our net leverage targets.

As a result, as discussed further below, our cash resources may be constrained and our ability to pursue growth initiatives may be limited, which could adversely affect our business and growth prospects.

We may not achieve the anticipated benefits of our significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom.

We have undertaken several significant transactions, including the sale of our Kidney Care business and our acquisition of Hillrom, and we may fail to achieve the anticipated benefits of these transactions.

As part of our strategy to realign our product portfolio, we sold our Kidney Care business in January 2025.

While the sale allowed us to repay some of our outstanding indebtedness, as discussed in “Liquidity and Capital Resources” in Item 7.

Management's Discussion of Analysis and Financial Condition and Results of Operations and in Note 5 in Item 8.

of this Annual Report on Form 10-K, and achieve related interest expense savings, the complexity of separating the Kidney Care business resulted in various challenges.

In addition, we acquired Hillrom in 2021 and continue to work to fully integrate it into our business.

Certain aspects of the integration have taken longer than originally anticipated.

Failure to complete the integration could further reduce the anticipated benefits of the acquisition.

In addition to the transactions referenced above, other strategic transactions we have undertaken or strategic transactions we may undertake in the future could subject us to various risks and additional costs.

Our significant indebtedness requires us to use a substantial amount of our cash flow for debt service and constrains our ability to pursue growth strategies and advance our R&D capabilities.

As of December 31, 2025, we had approximately $9.48 billion of indebtedness outstanding.

While we repaid $3.81 billion of legacy indebtedness in 2025 (which repayment does not include $2.00 billion of indebtedness repaid with proceeds from a new notes offering), our significant level of indebtedness requires us to use a substantial

See “Risks Relating to Our Common Stock—We recently decreased our quarterly dividend to $0.01 per share and cannot guarantee that we will increase the amount of dividends we pay, or that we will not cease paying dividends.” Our level of indebtedness can also constrain our flexibility in pursuing other growth strategies and responding to unanticipated or adverse impacts on our business and operations.

Further, our indebtedness may impact our ability to meet our other financial obligations, including our ability to make required contributions to our pension plans, which could lead to significant liability and reputational harm.

There is no guarantee we will be able to maintain our investment grade rating or prevent further downgrades, which could further increase our cost of borrowing funds in the future, negatively impact the terms of our financing arrangements and reduce our access to capital.

For example, new clinical practices implemented after Hurricane Helene appear to have reset demand levels in our IV solutions business and negatively impacted sales of certain of our premix products.

These challenges have made demand forecasting more difficult, resulting in heightened inventory levels in certain portions of our business, and may continue to do so in the future.

See “Our significant indebtedness requires us to use a substantial amount of our cash flow for debt service and constrains our ability to pursue growth strategies and advance our R&D capabilities” above.

Our ability to achieve these anticipated benefits also depends on factors over which we may have limited control, including competitive pressures and evolving regulatory requirements.

We have experienced disruptions in our supply chain.

We have experienced significant challenges to our global supply chain in recent periods, including:

- We may continue to experience difficulties with our ongoing integration of Hillrom or fail to realize the anticipated benefits of the Hillrom acquisition.

- Our significant indebtedness requires us to use a substantial amount of our cash flow for debt service and could constrain our flexibility in responding to unanticipated or adverse business conditions and adversely affect our business, results of operations, financial condition and cash flows.

- We cannot guarantee that in the future we will not further reduce the amount of dividends we pay.

- Issues with quality management or product quality could, among other things, have an adverse effect on our business or cause a loss of customer confidence in us or our products.

- If we fail to attract, develop, retain and engage key employees, including a permanent Chief Executive Officer (CEO) and other members of our senior management, our business may suffer.

- Pandemics and other public health emergencies, or the fear thereof, have had, and may in the future have, a material adverse effect on our business.

- If we are unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price or if we experience other manufacturing, sterilization, supply or distribution difficulties, our business, results of operations, financial condition and cash flows may be adversely affected.

- Incorporating artificial intelligence, machine learning and other emerging technologies into our products, services and operations exposes us to legal and regulatory risks and could result in reputational harm or have other adverse consequences to our business, financial condition or results of operations.

- We are subject to a number of laws and regulations, and we are susceptible to a changing regulatory environment.

- Changes in tax laws or exposure to additional income tax liabilities may have a negative impact on our operating results.

Risks Relating to Our Recent and Ongoing Strategic Actions

The success of the sale of our Kidney Care business depends on, among other things, our ability to effectively transition the Kidney Care business to Carlyle in a manner that: minimizes disruption to our customers, employees, other personnel and operations; realizes the expected tax benefits; avoids potential liabilities or claims; and enables us to achieve related cost savings initiatives.

regulations that could affect our remaining businesses; the potential for regulatory actions or investigations related to the transaction or the businesses involved; and potential negative reactions from the financial markets, ratings agencies, customers, employees, other personnel or other stakeholders.

In addition, in the last few years, we have undertaken other strategic and business transformation actions (including the divestiture of our BPS business, the acquisition of Hillrom and cost reduction initiatives) that have entailed changes across our organizational structure, senior leadership, culture, functional alignment, outsourcing and other areas.

These actions pose risks in the form of personnel capacity constraints and institutional knowledge loss that has led to, and could in the future lead to, missed performance of financial targets (including those related to cost savings initiatives) and harm to our reputation.

In connection with the closing of the Kidney Care sale, we entered into certain agreements as described above (including a transition services agreement and a manufacturing and supply agreement).

These agreements provide for the performance of services, and the provision of certain dialysis-related products, other products and product components, by each company for the benefit of the other for a period of time.

If Vantive is unable to satisfy its obligations under these agreements, including its supply and indemnification obligations, we could incur losses.

Additionally, in the event that Vantive asserts claims for breaches of any of these agreements, our indemnity obligations and other liabilities to Vantive under these agreements could be significant.

These arrangements could also lead to disputes over rights to certain shared property and rights and over the allocation of costs and revenues for products and operations.

Our inability to effectively manage these activities and related events could adversely affect our business, financial condition or results of operations.

Additionally, until the market has fully analyzed our valuation following the sale of the Kidney Care business, the price of our common stock may continue to fluctuate even after a sufficient amount of time has passed for the market to fully analyze our valuation following the sale of the Kidney Care business.

Furthermore, with the sale having decreased the diversification of our revenues, costs and cash flows, our operations, cash flows, working capital, effective tax rate and financing requirements may be subject to increased volatility, and our ability to fund capital expenditures and investments, pay dividends and meet debt obligations and other liabilities may be diminished.

We may continue to experience difficulties with our ongoing integration of Hillrom or fail to realize the anticipated benefits of the Hillrom acquisition.

During 2021, we completed the acquisition of Hillrom.

The success of this acquisition depends on, among other things, our ability to complete the integration of Hillrom in a manner that facilitates growth opportunities, realizes anticipated cost and revenue synergies and achieves certain previously communicated net leverage targets without adversely affecting current revenues and investments in future growth.

If we are not able to successfully achieve these objectives (including completing the ongoing integration), the anticipated benefits of the Hillrom acquisition may not be realized fully, or at all, or may take longer to realize than expected.

There is a significant degree of difficulty and management distraction inherent in the process of integrating an acquisition.

The integration of Hillrom into our operations is complex and time-consuming and certain aspects have taken longer than originally anticipated and have required more effort than was originally planned.

Challenges associated with our integration efforts are also heightened due to the other strategic actions we have recently completed (including the sale of our Kidney Care business).

(including differing information technology systems and processes), organizations, procedures, policies and operations and addressing differences in the business cultures of the two companies, any of which could adversely affect our ability to achieve the anticipated benefits of the acquisition.

The integration process and other disruptions resulting from the Hillrom acquisition and our recently completed strategic initiatives also disrupt our ongoing businesses and could cause inconsistencies in standards, controls, procedures and policies that adversely affect our relationships with market participants, employees, regulators and others with whom we have business or other dealings.

Any failure to successfully or cost-effectively integrate Hillrom could have a material adverse effect on our business and cause reputational harm.

If our business strategy and development activities are unsuccessful, our business, results of operations, financial condition and cash flows could be adversely affected.

While we remain committed to deleveraging, we expect to engage in significant business development activities over the longer term in a manner that is consistent with our net leverage targets, including evaluating acquisitions, joint development opportunities, technology licensing arrangements and other opportunities, such as potential divestitures and targeted market exits as we look to optimize our product portfolio and improve our operating margins.

These activities may result in substantial investment of our resources.

Our success developing products, expanding into new markets and optimizing our market presence from such activities will depend on a number of factors, including our ability to find suitable opportunities or partners for acquisition, investment, alliance or divestiture; competition from other companies in the industries in which we operate that are seeking similar opportunities; whether we are able to complete an acquisition, investment, alliance or divestiture on terms that are satisfactory to us or at all; the strength of the underlying technology and products of any of the other parties involved in a transaction, as well as their ability to execute their business strategies; any intellectual property and litigation related to any other party’s products or technology; and our ability to successfully integrate the acquired company, business, product, technology or research into our existing operations (or to divest such company, business, product, technology or research from our existing operations), including the ability to adequately fund acquired in-process R&D projects and to maintain adequate controls over the combined operations.

Certain of these activities are subject to antitrust and competition laws, which could impact our ability to pursue strategic transactions and could result in mandated divestitures in the context of proposed acquisitions.

Additionally, certain divestitures could result in negative market or regulatory reactions.

If we are unsuccessful in our business development activities, we may not realize the intended benefits of such activities, including that acquisition and integration or divestiture costs may be greater than expected or the possibility that the expected return on investment, synergies and accretion will not be realized or will not be realized within the expected timeframes.

Baxter International Inc. is a global medical technology with approximately [removed: 38,000] [added: 37,500] employees worldwide who are engaged in the development, manufacture and sale of a broad range of products, digital health solutions and therapies used by hospitals, nursing homes, rehabilitation centers, ambulatory surgery centers, doctors’ offices and patients at home under physician supervision.

Our global footprint and the critical nature of our products and services, which are sold in over 100 countries as of December 31, [removed: 2024, after giving effect to the Kidney Care sale,] [added: 2025,] play a key role in expanding access to healthcare in emerging and developed countries.

On August 12, 2024, we entered into an Equity Purchase Agreement (EPA ) with certain affiliates of Carlyle Group Inc. (Carlyle) to sell our Kidney Care [removed: business, which will be known as Vantive.][added: business.]

After giving effect to certain adjustments, we received approximately $3.71 billion pre-tax cash proceeds at closing of the transaction with the net after tax proceeds [removed: currently estimated to be] [added: of] approximately [removed: $3.4] [added: $3.3] billion, [removed: subject] [added: prior] to [added: giving effects to] certain post-closing adjustments.

[removed: Accordingly,] [added: The financial position, results of operations and cash flows of] our Kidney Care [added: business, including our gain from the sale of that] business [removed: is] [added: and the related cash proceeds received, are] reported [removed: in] [added: as] discontinued operations in the accompanying consolidated financial [removed: systems,] [added: statements,] and our prior period results have been adjusted to reflect discontinued [removed: operations presentation.][added: operations.]

We [added: have incurred and] expect to incur [added: additional] dis-synergies following our sale of our Kidney Care business due to the reduced size of our company and, as a result, we have begun to undertake certain [added: restructuring] actions (and [removed: will need to] [added: intend] undertake additional actions) to [added: help] ensure [removed: that] our cost structure is appropriate to support our remaining businesses.

See Notes 2 and [removed: 6] [added: 5] in Item 8 of this Annual Report on Form 10-K for additional information.

Implementation of New Operating Model [removed: and Resulting Segment Change]

Under this operating model, our business is currently comprised of three reportable segments: Medical Products & Therapies, Healthcare Systems & Technologies, and [removed: Pharmaceuticals.][added: Pharmaceuticals (each discussed below).]

[removed: The] [added: Our] Healthcare Systems & Technologies segment includes sales of our connected care solutions and collaboration tools, including smart bed systems, patient monitoring systems and diagnostic technologies, respiratory health [added: devices and advanced equipment for the surgical space, including operating room integration technologies, precision positioning devices and other accessories.]

For financial information about our segments, see Note [removed: 18] [added: 17] in Item 8 of this Annual Report on Form 10-K.

On September 29, 2023, we completed the sale of our [removed: BPS] [added: BioPharma Solutions (BPS)] business and received cash proceeds of $3.96 billion from that transaction.

Our global net sales totaled [removed: $10.64] [added: $11.24] billion in [removed: 2024,] [added: 2025,] an increase of [removed: 3%] [added: 6%] over [removed: 2023] [added: 2024] on a reported basis and 3% on [removed: a constant currency] [added: an operational sales] basis.

International sales totaled [removed: $4.79] [added: $5.12] billion in [removed: 2024,] [added: 2025,] an increase of [removed: 5%] [added: 7%] compared to [removed: 2023] [added: 2024] on a reported basis and [removed: 6%] [added: 5%] on [removed: a constant currency] [added: an operational sales] basis.

Sales in the United States totaled [removed: $5.85] [added: $6.12] billion in [removed: 2024,] [added: 2025,] an increase of [removed: 1%] [added: 5%] compared to [removed: 2023.][added: 2024 on a reported basis and 1% on an operational basis.]

Refer to the Net Sales discussion in the Results of Operations section below for more information related to changes in net sales on [removed: a constant currency] [added: an operational sales] basis.

Net income (loss) attributable to Baxter stockholders totaled [removed: $(649)] [added: $(957)] million, or [removed: $(1.27)] [added: $(1.87)] per diluted share, in [removed: 2024.][added: 2025.]

Net income (loss) attributable to Baxter stockholders in [removed: 2024] [added: 2025] included special items which adversely impacted net income (loss) by [removed: $2.13] [added: $2.09] billion, or [removed: $4.17] [added: $4.08] per diluted share.

Net income (loss) from continuing operations totaled [removed: $(326)] [added: $(900)] million, or [removed: $(0.64)] [added: $(1.75)] per diluted share, in [removed: 2024.][added: 2025.]

Net income (loss) from continuing operations in [removed: 2024] [added: 2025] included special items which adversely impacted our results by [removed: $1.29] [added: $2.07] billion, or [removed: $2.53] [added: $4.02] per diluted share.

Our financial results included research and development (R&D) expenses totaling [removed: $590] [added: $518] million in [removed: 2024,] [added: 2025,] which reflects our focus on balancing investments to support our new product pipeline with efforts to optimize overall R&D spending (including with respect to the maintenance of our portfolio).

While [added: we] have faced and may continue to face operational and global macroeconomic challenges, our financial position remains strong, with operating cash flows from continuing operations totaling [removed: $819] [added: $951] million in [removed: 2024.][added: 2025.]

Business of this Annual Report on Form 10-K, which is designed to optimize stockholder value creation [removed: through reinvestment] in [removed: our businesses, dividends and share repurchases, as well as acquisitions and other business development initiatives] [added: a manner] and [removed: debt repayments,] [added: timing] consistent with our previously stated commitment to achieve our net leverage targets.

Capital expenditures totaled [removed: $446] [added: $513] million in [removed: 2024] [added: 2025] as we continued to invest across our businesses to support future growth, including additional investments in support of new and existing product capacity expansions.

Our investments in capital expenditures in [removed: 2024] [added: 2025] were focused on projects that [added: are structured to] improve production efficiency, enhance our quality systems and optimize manufacturing capabilities to support our business growth.

During [removed: 2024,] [added: 2025,] we paid cash dividends to our stockholders totaling [removed: $590] [added: $348] million.

Supply [removed: Constraints] [added: Constraints, Tariffs] and Global Economic Conditions

[removed: The] [added: Over the past few years, the] existence of high inflation rates in the United States and in many of the countries where we conduct business has resulted in, and may in the future result in, higher interest rates, shipping costs, labor costs, and other costs and expenses.

We have experienced and [removed: may] [added: are likely] in the future [added: to] experience inflationary [added: and other] increases in manufacturing costs and operating expenses [added: (including as a result of the aforementioned tariffs)] and [removed: we may not be able] [added: are limited in our ability] to pass these cost increases on to our customers in a timely manner or at [removed: all,] [added: all due to the longer term nature of our customer contracts and arrangements,] which could have a material adverse impact on our profitability and results of operations.

These regulations (as described in Item 1, Government Regulation, of this Annual Report on Form 10-K) require that we obtain specific approval from FDA or [added: the] applicable non-U.S. regulatory authorities before we can market and sell most of our products in a particular country.

Failure to obtain or maintain those [removed: approvals or] [added: approvals,] clearances (including temporary importation [removed: authorizations)] [added: authorizations), licenses or other marketing authorizations] could have a material adverse impact on our business (including with respect to our ability to compete in the product markets in which we currently operate).

Furthermore, FDA in the United States, the [removed: EMA and MHRA] [added: European Medicines Agency] in [removed: Europe,] the [removed: NMPA] [added: Europe Union, the Medicines & Healthcare products Regulatory Agency] in [added: the United Kingdom, Health Canada in Canada, the China Food and Drug Administration in] China, and other government agencies, inside and outside of the United States, administer requirements covering the testing, safety, effectiveness, manufacturing, labeling, promotion and advertising, pricing, distribution, and post-market surveillance of our products.

[removed: Our failure to comply with these requirements] [added: These have included, or] may [removed: subject us to various actions, including] [added: in the future include,] warning letters, product recalls or seizures, [added: import restrictions,] monetary sanctions, injunctions to halt the manufacture [removed: and] [added: or] distribution of products, civil or criminal sanctions, [added: costly litigation,] refusal of a government to grant [removed: approvals] [added: licenses] or [removed: licenses,] [added: other marketing authorizations, or] restrictions on [added: our] operations or withdrawal of existing approvals and licenses, and may have a material adverse impact on our results of [removed: operations.][added: operations (including on our ability to launch new products and demand for those products).]

Refer to Note [removed: 3] [added: 11] in Item 8 of this Annual Report on Form 10-K for additional information regarding our [removed: acquisition of the rights to Zosyn.][added: business optimization programs.]

[removed: During] [added: In connection with our annual goodwill impairment assessment in the fourth quarters of 2025 and] 2024, we recorded [removed: a $425 million] goodwill impairment [added: charges of $485 million and $425 million, respectively] related to our Front Line Care reporting unit within our Healthcare Systems & Technologies segment.

[removed: Our presentation of percentage changes in net sales at constant] [added: Constant] currency [removed: rates, which is] [added: rates are] computed using current period local currency sales at the prior [removed: period’s] [added: period's] foreign exchange [removed: rates, is a non-GAAP financial measure.][added: rates.]

[removed: This] [added: The] measure provides information about growth (or declines) in our net sales as if [added: the Kidney Care MSA and the exit of IV solutions in China had no impact on our sales and] foreign currency exchange rates had not changed between the prior period and the current period.

We believe that the non-GAAP measure of percent change in net sales at [removed: constant currency rates,] [added: operational growth,] when used in conjunction with the U.S. GAAP measure of percent change in net sales at actual currency rates, may provide a more complete understanding and facilitate a fuller analysis of our results of operations, particularly in evaluating performance from one period to another.

| years ended December 31 (in millions) | | | [removed: 2024 | | | 2023 | | | 2022 | | | | | | 2024 | | | 2023 | | |] [added: 2025] | | | 2024 | | | [removed: 2023] | | |

| United States | | | $ | [removed: 5,850] [added: 6,122] | | $ | [removed: 5,802] [added: 5,850] | | [removed: $] | [removed: 5,769] | | | | | [removed: 1] [added: 5] | | % | [removed: 1] | | [removed: %] | | | | 1 | | % | [removed: 1] | | [removed: %] |

The discussion and analysis of our financial condition as of December 31, 2024 and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, is included in Item 7.

Management's Discussion and Analysis of

Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2024.

That business, which is now known as Vantive Health LLC (Vantive) is comprised of our former Kidney Care segment.

As of December 31, 2025, we repaid $3.81 billion of legacy indebtedness in 2025 (which repayment does not include $2.00 billion of indebtedness repaid with proceeds from a new notes offering) primarily with the net after-tax cash proceeds from the sale of our Kidney Care business.

See Notes 2 and 5 in Item 8 of this Annual Report on Form 10-K for additional information.

The facility was fully operational by the end of the first quarter of 2025.

In response to Hurricane Helene and the related supply disruption, certain customers have enacted fluid conservation practices embedded with clinical practice changes which have resulted in, and are currently expected to continue to result in, reduced demand in our intravenous (IV) solutions business and may impact other aspects of our business.

Novum IQ Large Volume Pump (Novum LVP)

Beginning in April 2025, we initiated a voluntary correction for the Novum LVP due to the potential for under-infusion when the pump is in "standby mode" for an extended period of time.

Beginning in July 2025, we initiated voluntary corrections for the Novum LVP due to the potential for under-infusion when the pump is directed to deliver a bolus infusion or significantly increase the rate of infusion after it has been running at a lower infusion rate and the potential for over- and under-infusion related to set misloading, as well as certain software anomalies.

The U.S. Food and Drug Administration (FDA) classified these voluntary corrections as Class I recalls.

We have implemented certain corrections related to the recalls and are developing additional corrections related to these recalls, some of which may require regulatory clearance or approval.

In July 2025, we elected to temporarily stop distributing and

installing the Novum LVP in the U.S. and Canada, except in the case of medical necessity.

The timing of the release of the ship and installation hold remains uncertain.

As a result, we expect no meaningful sales of Novum LVP while these holds are in effect.

Our Spectrum IQ large volume pump remains available as an alternative option for customers with Novum LVPs.

We have recorded estimates for sales reductions, for returns or exchanges of Novum LVP, and certain other charges, including estimates of reserves for remediation costs and inventory and contract asset write-downs associated with these Novum LVP corrections of approximately $105 million in the aggregate in 2025.

We regularly review these estimates (including those associated with any additional future corrections and customer returns or exchanges) which may be subject to change in the future.

We have experienced challenges to our global supply chain, including, as a result of adverse impacts from significant weather events like Hurricane Helene, as well as adverse impacts as result of other global macroeconomic and geopolitical events, which have had a negative impact on our results of operations and may do so in the future.

In addition, announcements regarding changes in U.S. trade policies and practices, including the implementation of global tariffs and proposed further tariffs (including potential medical device and pharmaceutical tariffs), have significantly affected financial markets and economic conditions.

While we are in the process of implementing select tariff offsets and working to identify additional mitigation opportunities, our results have been adversely affected by these events and we expect for our results to continue to be negatively affected by tariffs.

Additionally, continued global macroeconomic uncertainty, including in trade policies and practices, elevated tariffs and operational and policy changes in the governments of the U.S. and other countries and other geopolitical events or conflicts, could contribute to further market volatility, deteriorating or prolonged weakened economic conditions and decreased hospital capital spending levels, all of which could adversely affect our business, results of operations or financial condition.

Sole source supplier relationships may limit our ability to respond to these tariffs with alternative or lower cost raw materials or component parts.

Our failure to comply with these requirements have subjected us to and may in the future subject us to various actions.

For more information on compliance actions taken by us, refer to the discussion under the caption entitled “Certain Regulatory Matters” herein.

Our presentation of percentage changes in net sales at operational sales growth excludes the impact of the Kidney Care Manufacturing and Supply Agreement (Kidney Care MSA) sales not reflected in reportable segments, reflects the previously announced exit of IV solutions in China in our Infusion Therapies & Technologies division, in our Medical Products & Therapies reportable segment, and is calculated at constant currency rates.

Operational sales growth is a non-GAAP financial measure.

| years ended December 31 (in millions) | | | 2025 | | | 2024 | | | | | | | | | At actual rates | | | | | | At operational sales growth 3 | | | | | | | | |

For the year ended December 31, 2025, the Kidney Care MSA sales favorably impacted sales growth by 3%.

The previously announced exit of IV solutions in China and foreign currency rates were not meaningful.

Sales performance in 2025 was primarily driven by lower sales as a result of the ship and installation hold on Novum LVP and lower demand in our IV Solutions business in the U.S. as customers continued

fluid conservation practices embedded with clinical practice changes.

This decline was partially offset by one-time pricing benefits and price increases in certain products globally.

As previously discussed in "Factors Affecting our Results of Operations", we elected to temporarily stop distributing and installing the Novum LVP in the U.S. and Canada, except in the case of medical necessity.

The timing of the release of the ship and installation hold remains uncertain.

As a result, we expect no meaningful sales of Novum LVP while these holds are in effect.

Our Spectrum IQ large volume pump remains available as an alternative option for customers with Novum LVPs.

1 Percent change in net sales at operational sales growth is a non-GAAP financial measure.

In mid-2022, our Board of Directors authorized a strategic review of our business portfolio, with the goal of increasing stockholder value.

As part of that review process, we identified and evaluated a range of potential strategic actions, including opportunities for sales and other separation transactions.

In January 2023, following the completion of that review, we announced a number of planned strategic actions, as discussed below, which are intended to enhance our operational effectiveness, accelerate innovation and drive additional stockholder value.

We completed the last of these strategic actions on January 31, 2025 in connection with the sale of our Kidney Care business.

That business, which is comprised of our Kidney Care segment, provides chronic and acute dialysis therapies and services, including peritoneal dialysis, hemodialysis, continuous renal replacement therapies, and other organ support therapies.

As of February 21, 2025, we repaid $3.13 billion of short- and long-term indebtedness primarily with the net after-tax cash proceeds from the sale of our Kidney Care business, and we expect to use substantially all of the remaining net after-tax proceeds to continue to repay indebtedness through the second quarter of 2025.

We determined that our Kidney Care business met the criteria to be classified as held-for-sale in August 2024, and we also concluded that it met the conditions to be reported as a discontinued operation at that time.

The fair value and carrying value of assets held for sale are evaluated each period and a loss on sale is recognized when the fair value less costs to sell are below the carrying value.

There has been no loss on sale recognized for the period ending December 31, 2024.

We will recognize a gain or loss upon disposition of the business depending on the carrying value at that date, including any tax impacts of the sale, which may be material.

Our segments were changed during the third quarter of 2023 to align with our new operating model.

The Medical Products & Therapies segment includes sales of our sterile IV solutions, infusion systems, administration sets, parenteral nutrition therapies and surgical hemostat, sealant and adhesion prevention products.

devices and advanced equipment for the surgical space, including surgical video technologies, precision positioning devices and other accessories.

The Pharmaceuticals segment includes sales of specialty injectable pharmaceuticals, inhaled anesthetics and drug compounding services.

Other sales not allocated to a segment primarily include sales of products and services provided directly through certain of our manufacturing facilities and royalty income under a business development arrangement that ended in early 2023 when we acquired the related product rights.

In September 2024, Hurricane Helene, which brought significant rain and extensive flooding to Western North Carolina, caused damage to certain of our assets at our North Cove facility in Marion, N.C. and disrupted operations at that facility.

As we work to fully remediate the facility, we currently expect to incur an estimated $50 million of charges in the first quarter of 2025 primarily consisting of remediation costs, air freight (as we transfer product across our global network in the interest of increasing the availability of intravenous solutions for our customers) and other charges.

See Note 1 for further discussion of insurance recoveries related to Hurricane Helene.

In recent years, we have experienced significant challenges to our global supply chain, including production delays and interruptions, increased costs and shortages of raw materials and component parts (including resins and electromechanical devices), higher transportation costs, adverse impacts from significant weather events (including Hurricane Helene and the flooding of our North Cove facility), elevated inflation levels and interest rates, disruptions to certain ports of call and access to shipping ports around the world, the war in Ukraine, the conflict in the Middle East, and other geopolitical events.

While we have seen improvements in the availability of component parts and improved pricing in raw materials and on transportation costs, some of these challenges (including certain of those set forth above as we work to fully remediate our North Cove facility) are expected to have a negative impact on our results of operations in the future.

Our results of operations are also affected by macroeconomic conditions and levels of business confidence.

The war in Ukraine, the conflict in the Middle East, other geopolitical events, the sanctions and other measures being imposed in response to these conflicts (and the potential for escalation of these conflicts), recently imposed or future quotas, duties or tariffs and any retaliatory counter measures, and recent political changes to trade policies, have increased the levels of economic and political uncertainty and we continue to closely monitor the developing situations.

While we have substantially completed our wind down efforts related to our business in Russia, a significant escalation or expansion of economic disruption or the current scope of the war in Ukraine could have an adverse effect on our operations (including our supply chain) in the region.

RECENT BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

Zosyn

On March 22, 2022, we entered into an agreement with a subsidiary of Pfizer Inc. to acquire the rights to Zosyn, a premixed frozen piperacillin-tazobactam product, in the U.S. and Canada.

Zosyn is used for the treatment of intra-abdominal infections, nosocomial pneumonia, skin and skin structure infections, female pelvic infections and community-acquired pneumonia.

Under the terms of the acquisition, we paid the acquisition price of $122 million and received specified intellectual property, including patent rights, in the first quarter of 2022 and received additional intellectual property, including the product rights to Zosyn, in the first quarter of 2023.

Under the arrangement, we received profit sharing payments from sales of Zosyn until the product rights transferred to us in March 2023.

Hillrom

In 2021, we acquired Hillrom.

In 2024, 2023 and 2022 our Healthcare Systems & Technologies segment (formerly referred to as our Hillrom segment) generated net sales of $2.95 billion, $3.01 billion, and $2.94 billion, respectively.

During 2022, we also recognized $2.81 billion of goodwill impairments and $332 million of indefinite-lived intangible asset impairments related to goodwill and trade name intangible assets that arose from the Hillrom acquisition.

See Notes 3, 5 and 18 in Item 8 of this Annual Report on Form 10-K for additional information about the Hillrom acquisition, goodwill and intangible asset impairments, and our Healthcare Systems & Technologies segment results, respectively.

| | | | | | | | | | | | | | | | At actual currency rates | | | | | | | | | At constant currency rates 3 | | | | | |

See the section entitled “Non-GAAP Financial Measures” for additional information about our use of that measure.

As set forth above, foreign currency had no material impact on net sales during the year ended December 31, 2024, as compared to the prior year period, primarily due to the strengthening of the U.S. Dollar relative to the Turkish Lira, Japanese Yen, Brazilian Real, Mexican Peso, and the Canadian Dollar, offset by the weakening of the U.S. Dollar relative to the British Pound and Colombian Peso.

Foreign currency had no material impact on net sales during the year ended December 31, 2023, as compared to the prior year period, primarily due to the strengthening of the U.S. Dollar relative to the Euro, Turkish Lira, Australian Dollar, Japanese Yen and Chinese Renminbi offset by the weakening of the U.S. Dollar relative to the Mexican Peso and Brazilian Real.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Baxter International Inc., through [removed: its] [added: our] subsidiaries, provides a broad portfolio of essential healthcare products, including sterile intravenous (IV) solutions; infusion systems and devices; parenteral nutrition therapies; inhaled anesthetics; generic injectable pharmaceuticals; surgical hemostat and sealant [removed: products,] [added: products;] advanced surgical equipment; smart bed systems; patient monitoring and diagnostic technologies; and respiratory health devices.

As of December 31, [removed: 2024,] [added: 2025,] after giving effect to the [removed: recent] sale of our Kidney Care business (as discussed below), we manufactured products in over 20 countries and sold them in over 100 countries.

As used in this report, [removed: “Baxter International” means Baxter International Inc. and] “we", "our” or "us" means Baxter International [added: Inc.] and its consolidated subsidiaries, unless the context otherwise requires.

That business, which is now known as Vantive Health LLC (Vantive) is comprised of our former Kidney Care [removed: segment and provides chronic and acute dialysis therapies and services, including peritoneal dialysis, hemodialysis, continuous renal replacement therapies, and other organ support therapies.][added: segment.]

After giving effect to certain adjustments, we received approximately $3.71 billion pre-tax cash proceeds at closing of the transaction with the net after tax proceeds [removed: currently estimated to be] [added: of] approximately [removed: $3.4] [added: $3.3] billion, [removed: subject] [added: prior] to [added: giving effects to] certain post-closing adjustments.

[removed: Accordingly,] [added: The financial position, results of operations and cash flows of] our Kidney Care [added: business, including our gain from the sale of that] business [removed: is] [added: and the related cash proceeds received, are] reported [removed: in] [added: as] discontinued operations in the accompanying consolidated financial [removed: systems,] [added: statements,] and our prior period results have been adjusted to reflect discontinued [removed: operations presentation.][added: operations.]

Implementation of New Operating Model [removed: and Resulting Segment Change]

The Healthcare Systems & Technologies segment includes sales of our connected care solutions and collaboration tools, including smart bed systems, patient monitoring systems and diagnostic technologies, respiratory health devices and advanced equipment for the surgical space, including [removed: surgical video] [added: operating room integration] technologies, precision positioning devices and other accessories.

For financial information about our segments, see Note [removed: 18] [added: 17] in Item 8 of this Annual Report on Form 10-K.

Our business strategy is focused on driving sustainable growth and innovation aligned with our mission to save and sustain lives and our vision to [removed: transform] [added: redefine] healthcare [removed: with a customer focus to help improve patient outcomes, enhance workflow efficiency, and enable cost-effective care.][added: delivery.]

Our innovation strategy, which encompasses both organic and inorganic [removed: initiatives,] [added: initiatives over the longer term,] is focused on accelerating our sales growth through the introduction of new [added: customer centric] connected care and core therapy offerings.

Our strategy also involves active portfolio management in the interest of maximizing value for Baxter stockholders and best positioning Baxter for long-term [removed: success.][added: success, consistent with our profitability objectives.]

[removed: whether as a result of innovation or expanding our portfolio geographically or as a] [added: Portfolio changes may also] result [removed: of] [added: from] channel expansion or market development activities.

[removed: We believe these] [added: These] changes [removed: will allow] [added: put] us [added: on a path] to [removed: be] [added: become] a more integrated and nimble organization that [removed: can] [added: should be able to] respond more effectively to operational challenges and changes in the macroeconomic environment while enhancing our ability to drive innovation [removed: in] [added: in, and continued optimization of] our product portfolio.

We also continue to focus on increasing efficiencies through [added: increased] automation and [removed: digitization.][added: digitization (including through our thoughtful exploration of artificial intelligence initiatives).]

- active portfolio management through the identification of attractive acquisition and divestiture transactions, including the [removed: recent] divestitures of our BPS and Kidney Care [removed: businesses;] [added: businesses] and [added: strategic market exits, which we expect to continue in the future; and]

- returning capital to stockholders through [removed: dividends,] [added: dividends and eventually share repurchases,] while balancing [removed: any] returns with [removed: other] strategic actions we take.

We paid down [removed: $3.65] [added: $3.81] billion of [removed: net debt during 2024 and through February 21,] [added: legacy indebtedness in] 2025 [added: (which repayment does not include $2.0 billion of indebtedness repaid with proceeds from a new notes offering), primarily] using proceeds from the sales of our [removed: BPS and] Kidney Care [removed: businesses,] [added: business,] and we are committed to retaining our investment grade rating, including taking actions toward achieving a net leverage target of approximately 3.0x by the end of [removed: 2025] [added: 2026] through ongoing debt repayment and financing activities.

During this deleveraging period, we currently intend to continue paying a dividend (which we reduced in November [removed: 2024),] [added: 2025),] not make any share repurchases and be highly selective with respect to any potential acquisitions.

In the United States, third parties, such as Cardinal Health, [added: Inc. and Medline] Inc., warehouse and ship a significant portion of our products through their distribution centers.

Sales are made and products are distributed on a direct basis or through independent distributors or sales agents in more than 100 countries as of December 31, [removed: 2024, giving effect to the sale of our Kidney Care business.][added: 2025.]

A significant portion of our revenues are generated outside of the United States and thoughtful [removed: geographic expansion] [added: optimization of the markets in which we operate] remains a key component of our strategy.

For more information on these risks, see the information under the captions “Risks Relating to Our [removed: Business—We] [added: Operations—We] are subject to risks associated with doing business globally” and [removed: “—Changes] [added: “Risks Relating to Our Business and Financial Performance—Changes] in foreign currency exchange rates and interest rates have had, and may in the future have, an adverse effect on our results of operations, financial condition, cash flows and liquidity” in Item 1A.

For financial information about our foreign and domestic revenues and segment information, see Note [removed: 18,] [added: 17,] in Item 8 of this Annual Report on Form 10-K.

For more information regarding foreign currency exchange risk, refer to the [added: discussion under the caption entitled “Financial Instrument Market Risk” in Item 7.]

[removed: We] own numerous patents and trademarks throughout the world and have entered into license arrangements relating to various third-party patents and technologies.

Expenditures for our R&D activities were [removed: $590] [added: $518] million in [removed: 2024, $518] [added: 2025, $590] million in [removed: 2023,] [added: 2024,] and [removed: $450] [added: $518] million in [removed: 2022.][added: 2023.]

[removed: We] [added: As discussed above in under "Recent Strategic Actions," we] are [removed: also] working to create a more resilient supply chain and better align our manufacturing footprint and supply chain to our commercial activities.

[removed: Corporate] [added: Sustainability and Corporate] Responsibility

Driven by our mission to save and sustain lives, Baxter's [added: sustainability and] corporate responsibility strategy focuses on addressing [removed: corporate responsibility] [added: related] matters that affect our patients, customers, employees, communities and other critical stakeholders worldwide.

[removed: Advancing] [added: We believe advancing] our [added: sustainability and] corporate responsibility goals contributes to business, [removed: social] [added: economic,] and [removed: economic] [added: social] value, including attraction and retention of employees, enhanced operational efficiency and implementation of enterprise risk management strategies, among others.

Our Commitment is anchored by three pillars - [removed: Empower our Patients,] [added: Deliver Sustainable Healthcare,] Protect our Planet and Champion our People and Communities.

The 2030 Corporate Responsibility Commitment and Goals highlight Baxter's [removed: corporate responsibility] focus [removed: and help] to further advance our [added: sustainability and] corporate responsibility performance.

We expect to announce a refreshed [removed: Corporate Responsibility commitment] [added: commitments] and [removed: goal] [added: goals] set after the issuance of our [removed: 2024] [added: 2025] Corporate Responsibility [removed: Report (to be issued in June 2025),] [added: Report,] either in a separate announcement or as part of the [removed: 2025] [added: 2026] Corporate Responsibility Report.

[added: The Food and Drug Administration (FDA) in the United States, the European Medicines Agency (EMA) in the European Union, the Medicines &] Healthcare products Regulatory Agency (MHRA) in [removed: Europe,] the [added: United Kingdom, Health Canada in Canada, the] National Medical Products Administration (NMPA) in China and other government agencies, inside and outside of the United States, administer requirements covering the testing, safety, effectiveness, manufacturing, labeling, promotion and advertising, [added: pricing,] distribution and post-market surveillance of our products.

Even after we obtain regulatory authorization to market a product, additional regulatory authorization may be necessary to maintain the product in the market, including additional [removed: 501(k)] [added: 510(k)] clearances, new drug approval [removed: (NDA)] supplements, and other regulatory submissions.

Such actions may include warning letters, [added: import restrictions,] product recalls or seizures, monetary sanctions, injunctions to halt the manufacture and distribution of products, civil or criminal sanctions, refusal of a government to grant approvals or licenses, restrictions on operations or withdrawal of existing approvals and licenses.

In each jurisdiction outside the United States, our activities are subject to regulation by government agencies including the [removed: EMA and MHRA in Europe,] [added: above mentioned EMA, MHRA, Health Canada,] NMPA [removed: in China] and other agencies in other jurisdictions.

Our operations involve the use of substances regulated under environmental laws, primarily in manufacturing [removed: and sterilization] processes.

As of December 31, [removed: 2024,] [added: 2025,] after giving effect to the Kidney Care sale, we employed approximately [removed: 38,000] [added: 37,500] people globally, with approximately [removed: 15,000] [added: 15,100] employees in the United States and approximately [removed: 23,000] [added: 22,400] employees outside of the United States.

Since January 2023, we have completed several strategic actions, as discussed below.

As of December 31, 2025, we repaid $3.81 billion of legacy indebtedness in 2025 (which repayment does not include $2.00 billion of indebtedness repaid with proceeds from a new notes offering) primarily with the net after-tax proceeds from the sale of our Kidney Care business.

We are focused on improving performance and driving a culture of continuous improvement across the enterprise.

We regularly assess the strategic fit of businesses in our portfolio and the geographies in which we have operations.

Operational Simplification

In July 2025, Andrew Hider was appointed as our President and Chief Executive Officer and we continue work to streamline the organization through the elimination of managerial layers that are intended to simplify our organization, accelerate innovation, bring us closer to our customers and improve performance.

Beginning in October 2025, we launched Baxter Growth and Performance system, our high performance business system grounded in continuous improvement and management by objectives.

We are subject to certain risks inherent in contracting with GPOs and IDNs.

For more information on these risks, see the information under the captions “Risks Relating to Our Operations Business—Segments of our business are significantly dependent on major contracts with GPOs, IDNs, and certain other distributors and purchasers” in Item 1A.

Refer to “Risks Relating to Our Business and Financial Performance – We have experienced disruptions in our supply chain” and “Risks Relating to Our Operations – We may be unable to obtain sufficient components or raw materials on a timely basis or for a cost-effective price” in Item 1A.

For further discussion, refer to “Risks Relating to our Business and Financial Performance – Continued consolidation in the health care industry or additional governmental controls exerted over pricing and access in key markets could lead to increased demands for price concessions or limit or eliminate our ability to sell to certain of our significant market segments” and “Risks Relating to Legal and Regulatory Matters – If reimbursement or other payment for our current or future products is reduced or modified in the U.S. or in foreign countries, including through the implementation or repeal of government-sponsored healthcare reform or other similar actions, cost containment measures, or there are changes to policies with respect to pricing, taxation, or rebates, our business could suffer.” in Item 1A.

Risk Factors of this Annual Report on Form 10-K.

We

For additional information see “Risks Relating to Legal and Regulatory Matters – If we are unable to protect or enforce our patents or other proprietary rights, or if we become subject to claims or litigation alleging infringement of the patents or other proprietary rights of others, our competitiveness and business prospects may be materially damaged” in Item 1A.

Risk Factors of this Annual Report on Form 10-K.

For more information on patent and other litigation, see Note 7 in Item 8 and “Risks Relating to Legal and Regulatory Matters – We are party to a number of pending lawsuits and other disputes which may adversely impact us” in Item 1A.

Risk Factors of this Annual Report on Form 10-K.

In 2025, Baxter continued to focus on employee engagement and, hazard identification and further prioritized safety controls implementation for high hazard work activities.

We have continued momentum in our 'Start When Certain' culture program to build empowerment in our operational workforce to report and fix hazards, and we are utilizing reports to disseminate learnings network wide.

In mid-2022, our Board of Directors authorized a strategic review of our business portfolio, with the goal of increasing stockholder value.

As part of that review process, we identified and evaluated a range of potential strategic actions, including opportunities for sales and other separation transactions.

In January 2023, following the completion of that review, we announced a number of planned strategic actions, as discussed below, which are intended to enhance our operational effectiveness, accelerate innovation and drive additional stockholder value.

We completed the last of these strategic actions on January 31, 2025 in connection with the sale of our Kidney Care business.

We determined that our Kidney Care business met the criteria to be classified as held-for-sale in August 2024, and we also concluded that it met the conditions to be reported as a discontinued operation at that time.

Our reportable segments were previously comprised of the following geographic segments related to our legacy Baxter business: Americas (North and South America), EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific), and a global segment for the Hill-Rom Holdings, Inc. (Hillrom) business we acquired in December 2021.

Our segment reporting was changed during the third quarter of 2023 to align with our new operating model, and all periods presented are under the new operating model.

We are focused on key strategic pillars as part of our pursuit of industry leading performance: innovation; operational efficiency; and capital allocation.

We are in the midst of launching (or have recently launched) several new products, geographic expansions and line extensions in areas such as smart pump technology, hospital pharmaceuticals and nutritionals, surgical sealants, smart beds, respiratory vests and more.

These comprise a mix of entirely new product offerings and meaningful improvements to existing technologies.

The recent Kidney Care sale has given us enhanced flexibility to deploy (or in some cases redeploy) capital toward opportunities that seek to accelerate our growth objectives,

We also intend to reinstate share repurchases over the longer term.

discussion under the caption entitled “Financial Instrument Market Risk” in Item 7.

GPOs may have agreements with more than one supplier for certain products.

Accordingly, in these cases, we face competition from other suppliers even where a customer is a member of a GPO under contract with us, which may constrain our ability to secure negotiated price increases.

Purchasing power is similarly consolidated in many other countries.

For example, public contracting authorities often act as the purchasing entities for the hospitals and other customers of medical products in their region and many hospitals and other customers have joined joint procurement entities and buying consortia.

The result is that demand for healthcare products is increasingly concentrated across our markets globally.

Additionally, our contractual pricing arrangements with GPOs, IDNs and public contracting authorities can sometimes limit our ability to increase prices in order to offset raw materials or component price increases or otherwise.

Some of these agreements contain failure to supply clauses with varying remedies, inclusive of limited termination rights.

Refer to Item 1A.

We are not always able to recover cost increases for raw materials and component parts through customer pricing due to contractual limits, where applicable, and market forces.

For example, during 2022 and 2023, our profit margins were adversely impacted because we were unable to fully offset all related cost increases resulting from the high inflationary environment through customer pricing adjustments or other pricing actions.

Additionally, our profit margins were negatively impacted in the fourth quarter of 2024 (and may continue to be negatively impacted in the short term) because we were unable to fully offset the increased supply chain costs associated with our ongoing North Cove recovery efforts (including as a result of importing additional product from outside the United States to support IV solutions demand).

We seek to utilize long-term supply contracts with some suppliers to help maintain continuity of supply and manage the risk of price increases.

Our ability to do so in the face of limited supply of certain raw materials and component parts and inflationary environment has been and may in the future be limited.

1.Global efforts toward healthcare cost containment continue to exert pressure on product pricing.

Governments around the world use various mechanisms to control healthcare expenditures, such as price controls, the formation of public contracting authorities, product formularies (lists of recommended or approved products), and competitive tenders which require the submission of a bid to sell products.

Sales of our products are dependent, in part, on the availability of reimbursement by government agencies and healthcare programs, as well as insurance companies and other private payers.

In the United States, the federal government and many states have adopted or proposed initiatives relating to Medicaid and other health programs that may limit reimbursement or increase rebates that we and other providers are required to pay to the state.

In addition to government regulation, managed care organizations in the United States, which include medical insurance companies, medical plan administrators, health-maintenance organizations, hospital and physician alliances and pharmacy benefit managers, continue to put pressure on the price and usage of healthcare products.

Managed care organizations seek to contain healthcare expenditures, and their purchasing strength has been increasing due to their consolidation into fewer, larger organizations and a growing number of enrolled patients.

We face similar issues outside of the United States.

In Europe and Latin America, for example, the government provides healthcare at low cost to patients, and controls its expenditures by purchasing products through public tenders, collective purchasing, regulating prices, setting reference prices in public tenders or limiting reimbursement or patient access to certain products.

Additionally, China has been implementing volume-based procurement policies and a series of centralized reforms on both a national and regional basis which have resulted in significant price cuts for pharmaceuticals and medical consumables.

For further discussion, refer to Item 1A.

These agreements may be breached and we may not have adequate remedies for any breach.

In addition, our trade secrets may otherwise become known or be independently discovered by competitors.

To the extent that our employees, consultants, and business partners use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

For more information on patent and other litigation, see Note 8 in Item 8 of this Annual Report on Form 10-K.

Incorporated by reference to Note [removed: 8] [added: 7] in Item 8 of this Annual Report on Form 10-K.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

Yes [removed: ☐ No] ☑ [added: No ☐]

The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] (the last business day of the registrant’s most recently completed second fiscal quarter), based on the assumption for the purpose of this computation only that all of the registrant’s directors and executive officers are affiliates, was approximately [removed: $17] [added: $16] billion.

The number of shares of the registrant’s common stock, $1.00 par value, outstanding as of February [removed: 13, 2025] [added: 5, 2026] was [removed: 511,624,996.][added: 514,490,045.]

Portions of the registrant’s definitive [removed: 2024] [added: 2025] proxy statement for use in connection with its Annual Meeting of Stockholders expected to be held on May [removed: 6, 2025] [added: 5, 2026] are incorporated by reference into Part III of this report.

| [Item [removed: 1.](#i5f53b2f53b854e0d802df7b875649210_10)] [added: 1.](#i87cc64c398cd4cf5bbf2da5935c92392_10)] | | | [removed: [Business](#i5f53b2f53b854e0d802df7b875649210_10)] [added: [Business](#i87cc64c398cd4cf5bbf2da5935c92392_10)] | | | [removed: [1](#i5f53b2f53b854e0d802df7b875649210_10)] [added: [1](#i87cc64c398cd4cf5bbf2da5935c92392_10)] | | |

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| 1.3% Global Notes due 2025 | | | | | | BAX 25 | | | | | | New York Stock Exchange | | |

The Cybersecurity Program is currently overseen by the Board of Directors (Board) and is managed by [removed: a dedicated] [added: our] Chief Information [removed: Security] Officer [removed: (CISO),] [added: (CIO),] who [removed: in turn reports to the] [added: is currently serving as our interim] Chief Information [added: Security] Officer [removed: (CIO), who currently reports to] [added: (CISO) while we complete] the [removed: CEO.][added: search for a permanent CISO.]

The CISO's organization [removed: has oversight responsibilities] [added: is responsible] for cybersecurity strategy, policy, standards, [removed: architecture] [added: risk-management architectures,] and processes for the security of our corporate and manufacturing enterprise network, information assets and medical device technologies.

Our [removed: current] CIO has over 30 years of experience in information technology and has served in a number of professional services leadership roles, including as CIO over the past 15 years at three companies.

In addition, from time to time, we also utilize external [removed: auditors] [added: auditors, assessors,] and [removed: assessors] [added: pen-testers] to help evaluate [added: the maturity of] our Cybersecurity Program, including conducting penetration testing and vulnerability, [removed: risk] [added: risk,] and maturity assessments.

We also actively engage with industry experts, regulatory agencies, advocacy groups, industry peers, [removed: intelligence] [added: intelligence,] and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our Cybersecurity Program and to stay abreast of the emerging cybersecurity landscape.

[added: These defenses include] the ongoing monitoring of our systems (including with the assistance of third-party vendors), conducting response and recovery exercises with employees and senior management (including our executive officers) to promote awareness of related matters and improve internal processes, and engaging with external cybersecurity rating agencies that assess our cyber risk.

In addition, to help promote privacy and security awareness throughout the company, the [removed: CISO] [added: CISO's organization] maintains a Cyber Awareness and Engagement Program.

As part of this program, all [added: stakeholders (including Baxter] employees [added: and contractors)] with a Baxter email address receive annual training on the recognition and prevention of cybersecurity threats as well as training on how to report suspicious activity or potential breaches through the appropriate channels.

Our Cyber Awareness team communicates cybersecurity best practices to our employees through internal communications, including the company intranet, [removed: newsletters] [added: newsletters,] and global virtual seminars, and also hosts ongoing cybersecurity awareness campaigns, including phishing simulations.

Further, our Third-Party Risk Management Program utilizes a managed service that uses a standard framework to help identify, [removed: assess] [added: assess,] and monitor potential cybersecurity risks posed by third parties.

The Cybersecurity Program [removed: maintains] [added: and the CISO's organization maintain] a cybersecurity governance and oversight framework that seeks to drive accountability for all levels of employees, including senior management and executive officers.

Cybersecurity matters are generally managed by a combination of working [removed: groups that report to] [added: groups,] the cybersecurity compliance committee and ultimately the cybersecurity executive oversight committee, as appropriate.

Our cross functional cybersecurity compliance [removed: committee, which] [added: committee] is led by the CISO, is composed of members of senior management, including the CIO, and reviews matters such as cybersecurity escalations, critical [removed: remediations] [added: remediations,] and disclosure recommendations.

The output from the cybersecurity compliance committee meetings is discussed at meetings of Baxter’s cybersecurity executive oversight committee, which is [added: also] led by the [removed: CISO] [added: CISO's organization] and includes the [removed: CIO and] [added: CEO,] other members of [removed: management.][added: the CEO's executive management including the CIO, Chief Financial Officer and General Counsel.]

The Board oversees information technology functions generally, including product related cybersecurity matters [removed: (which had previously been subject to the oversight] [added: as well as our use] of [removed: the QRC Committee).][added: artificial intelligence (whether internally or in our products and services).]

The Audit Committee [added: of the Board] is responsible for the oversight of certain significant cybersecurity incidents, including ones related to our products and [removed: services and] [added: services, and, in the event of a significant cybersecurity incident,] receives related updates from management on those incidents.

Consistent with this oversight responsibility, the Audit Committee is responsible for reviewing proposed disclosures in connection with any material cybersecurity incident consistent with our disclosure [removed: obligations under Item 1.05 of Form 8-K.]

The full Board receives periodic updates on information technology and cybersecurity matters from [removed: company] management (including the CIO and CISO) and external advisors from time to [removed: time] [added: time,] and the Audit Committee receives periodic updates (including as part of continuing director education) on the evolving cybersecurity [removed: landscape] and [added: artificial intelligence landscapes and] regulatory reporting requirements.

[removed: The CISO maintains] [added: We maintain] and annually [removed: updates] [added: update] a Cybersecurity Incident Response [removed: Plan] [added: Plan,] which is a guide for our Cyber Security Incident Response Team and business to respond to cybersecurity incidents in a coordinated manner.

Additionally, [removed: the CISO,] [added: we,] in partnership with a third-party consultant, [removed: facilitates] [added: facilitate] periodic cyber-crisis tabletop exercises with members of senior management (including our executive officers) to help us prepare for the occurrence of a significant cybersecurity event and our related response activities.

See "Risks Relating to Our [removed: Operations—Breaches] [added: Operations—We may experience breaches] and breakdowns affecting our information technology systems or protected information, including from [added: obsolescence,] cyber security breaches and data [removed: leakage, could have a material adverse effect on our business, results of operations, financial condition, cash flows, reputation and competitive position”] [added: leakage”] in Item 1A.

Additionally, this organization provides governance and guidance related to secure-by-design principles and secure development practices for medical technologies.

obligations under Item 1.05 of Form 8-K.

Our current CISO has over 20 years of experience in cybersecurity and risk and technology management, and has held numerous positions in the cybersecurity sector, including serving as Global Cyber Risk Officer at another Fortune 500 medical products and equipment company and CISO at other healthcare companies and health care delivery organizations.

These defenses include

In February 2024, we amended the charters of the Audit Committee and Quality and Regulatory Compliance (QRC) Committee of our Board to provide for the realignment of oversight over the company’s innovation strategy and cybersecurity to the full Board, as these responsibilities now sit within the vertically integrated segments and are part of the business strategies themselves.

In the United States and Puerto Rico, there are [removed: five] [added: three] shared distribution facilities with the principal facilities located in [removed: Memphis, Tennessee;] [added: Byhalia, Mississippi; North Cove, North Carolina; and] Cataño, Puerto [added: Rico.]

Internationally, we have approximately 10 shared distribution facilities located in Australia, Belgium, Canada, Germany, Mexico, New Zealand, Spain, and Sweden.

| | | | Milwaukee, Wisconsin | | | Owned | | | | | |

| | | | Suzhou, China | | | Leased | | | | | |

Rico; and North Cove, North Carolina.

Internationally, we have more than 75 shared distribution facilities located in Australia, Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Costa Rica, the Czech Republic, Ecuador, France, Germany, Greece, Hong Kong, India, Ireland, Israel, Italy, Japan, Korea, Mexico, New Zealand, Panama, Poland, Portugal, Russia, South Africa, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Arab Emirates, and the United Kingdom.

As of February [removed: 21, 2025,] [added: 12, 2026,] the following serve as Baxter’s executive officers:

Grade,* age [removed: 54,] [added: 55,] is Executive Vice President, Chief Financial [removed: Officer and Interim Chief Accounting Officer.][added: Officer, a role in which he has served in since joining Baxter in 2023.]

[removed: Additionally, he was elected] [added: Mr. Grade also served] as our [removed: interim] [added: Interim] Chief Accounting Officer and Principal Accounting Officer [removed: (CAO) in] [added: from] September 2024 [removed: and will cease serving in that interim capacity as of] [added: through] February [removed: 21,] 2025.

Mr. Grade joined Baxter following a 25-year career with Sysco Corporation [removed: (Sysco), the world’s global foodservice leader.][added: (Sysco).]

*Reazur Rasul*, age [removed: 48,] [added: 49,] is Executive Vice President and Group President, Healthcare Systems & Technologies.

Prior to that, Mr. Rasul served as General Manager for the Acute Therapies & Medication Delivery businesses from 2021 to 2022, and General [removed: Manager,] [added: Manager] for the Acute Therapies business from 2017 to 2021.

Mr. Rasul began his professional career with Toyota Motor Corporation and ultimately held multiple leadership positions in strategy, product [removed: development] [added: development,] and operations.

Rosenbloom*, age [removed: 65,] [added: 66,] is Executive Vice President and General Counsel.

Mr. Rosenbloom joined Baxter from McDermott Will & [added: Schultz, formerly known as McDermott Will &] Emery (McDermott), where he served as a partner for 24 years and Global Head of the Litigation Practice Group from 2017 to 2022.

All executive officers hold office until [removed: the next annual election of officers or until] their respective successors are elected and [removed: qualified.][added: qualified or until their earlier death, resignation or removal.]

*Andrew Hider*, age 49, is President and Chief Executive Officer and a member of the Board of Directors of Baxter.

He was appointed on August 19, 2025.

Additionally, he was appointed as our Interim Group President, Medical Products & Therapies, in October 2025 and served in that interim capacity until December 2025.

Before joining Baxter, he served as Chief Executive Officer and a member of the board of directors of ATS Corporation, roles which he has held since March 2017 and May 2017, respectively.

Previously, Mr. Hider served as President and Chief Executive Officer of the Taylor Made Group, LLC, from May 2016 to February 2017.

Prior to that, Mr. Hider served for ten years at Danaher Corporation, working in roles of increasing responsibility, most recently serving as President of Veeder Root.

Mr. Hider began his career with General Electric, serving in a number of areas including manufacturing, project management, procurement and finance.

He currently serves on the board of directors of Tennant Company (NYSE: TNC).

Mr. Rosenbloom is a member of the advisory counsel of the Digestive Health Institute.

*Maria Cecilia Soriano*, age 54, is Group President, Infusion Therapies & Technologies & Pharmaceuticals.

Ms. Soriano was appointed to her current role in 2025 after serving as President, Infusion Therapies & Technologies since 2023.

Prior to joining Baxter, Ms. Soriano served in increasing roles of responsibility at Becton Dickinson and Company, including as Global Vice President, General Manager, Microbiology from 2020 to 2023; U.S. Vice President, General Manager, Diabetes Care; Senior Vice President, Global Marketing and Strategy; and Vice

President, Strategic Marketing.

Previously, she worked at Johnson & Johnson, the Coca Cola Company and Citibank, N.A. Ms. Soriano currently serves as a member of the board of directors of ScionHealth.

*Brent Shafer*, age 67, is Chair and Interim Chief Executive Officer.

He was appointed to his role on February 3, 2025, in connection with Mr. José Almeida's separation from Baxter.

He is the former Chair and Chief Executive Officer of Cerner Corporation (Cerner), a leading provider of various health information technologies, ranging from medical devices to electronic health records to hardware, serving in this role from 2018 to 2021.

Prior to Cerner, Mr. Shafer held a number of roles at Philips, including Chief Executive Officer of Philips North America, a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care.

Mr. Shafer was also the Chief Executive Officer of Philips Home Healthcare Solution business.

Before joining Philips, Mr. Shafer was Vice President and General Manager of Hillrom’s Patient Care Environment Division and worked at GE Medical Systems where he served in key positions in sales, marketing, and general management.

Mr. Shafer has also held senior roles at Hewlett Packard’s Medical Products Group and Johnson & Johnson.

Mr. Shafer currently serves as a director of Tactile Systems Technology, Inc. and Veracyte, Inc.

*James Borzi*, age 62, is Executive Vice President and Chief Supply Chain Officer.

He joined Baxter in August 2020 from GE Healthcare, where he served as Vice President, Chief Supply Chain Officer from 2019 to 2020.

Prior to joining GE Healthcare, he served in various manufacturing operations leadership roles at Becton Dickinson, including Executive Vice President of Global Operations and Chief Supply Chain Officer from 2013 to 2019.

Earlier in his career, he was Senior Vice President of Operations & Technology at Hydro Aluminum and Executive Vice President of Worldwide Operations at Lennox International.

Prior to that, he was the Chief Operating Officer at AEES Inc. and Senior Vice President of Americas Operations at Alcoa Corporation.

Mr. Borzi is a senior advisor to the NAI Group, a Pritzker Private Capital company.

Mr. Grade joined Baxter in 2023 as Executive Vice President, Chief Financial Officer.

*Heather Knight,* age 53, is Executive Vice President, Chief Operating Officer and Interim Group President, Medical Products & Therapies.

She was appointed to her role on February 3, 2025.

Ms. Knight has led our Medical Products & Therapies segment since 2023.

From 2021 through 2023, she served as president of our former Americas region and our Acute Therapies, Clinical Nutrition, and Medication Delivery business units.

She joined Baxter in 2019 as general manager, U.S. Hospital Products.

Throughout her 30-year career in the healthcare industry, Ms. Knight has held numerous roles of increasing leadership in general management, global upstream and commercial capacities at companies including Medtronic plc (Medtronic), Covidien plc, Tyco International plc and Kendall Healthcare

Products Company.

Prior to joining Baxter, she most recently served as vice president and general manager in Medtronic's Surgical Innovations business.

Ms. Knight earned her bachelor's degree in Biological Sciences from the University of Buffalo and completed the Executive Sales and Management program from the University of Chicago Booth School of Management.

Ms. Knight currently serves as a director of Waters Corporation.

*Jeanne K.

Mason*, Ph.D., age 69, is Executive Vice President and Chief Human Resources Officer having served in that capacity since 2006.

Ms. Mason joined Baxter in 2006 from GE Insurance Solutions, a primary insurance and reinsurance business, where she was responsible for global human resource functions.

Ms. Mason began her career with General Electric (GE) in 1988 after serving with the U.S. General Accounting Office in Washington, D.C. Her GE experience included leadership roles in Europe for GE Information Services and GE Capital Real Estate.

She is a member of the Board of Directors of Family Service of Lake County and is a member of the Executive Advisory Council for the Chicago Chapter of National Association of African Americans in Human Resources.

Mr. Rosenbloom is a member of the Board of the Digestive Health Foundation, which supports research at Northwestern Digestive Health Center, which is part of Northwestern Medicine at Northwestern Memorial Hospital.

*Alok Sonig*, age 52, is Executive Vice President and Group President, Pharmaceuticals.

He was appointed to his role in 2023 after serving as President since 2022.

Mr. Sonig joined Baxter in 2022 from Lupin, Inc. (Lupin), where he served as U.S. CEO and Global Head of R&D and Biosimilars from 2018 to 2022.

He brings more than 25 years of experience in the life sciences industry.

Prior to Lupin, Mr. Sonig served as CEO of Developed Markets (U.S., Canada, Europe, and Japan) at Dr. Reddy’s Laboratories.

He also spent more than 15 years at Bristol Myers Squibb, where he held several positions of increasing responsibility in general management, global strategy and marketing.

Mr. Sonig is currently a member of the Advisory Boards for the American University, Kogod School of Business, and Sentry Sciences, Inc., and is a member of the Board of the Southern Asian Pharmaceutical Council.

During the fourth quarter of [removed: 2024,] [added: 2025,] we did not repurchase any shares under this authority.

The remaining authorization under this program totaled approximately $1.30 billion at December 31, [removed: 2024.][added: 2025.]

Our common stock is listed on the New York [added: Stock Exchange (NYSE)] and [added: the NYSE] Chicago stock exchanges.

The [removed: New York Stock Exchange] [added: NYSE] is the principal market on which our common stock is traded under the symbol “BAX”.

As of February [removed: 13, 2025,] [added: 5, 2026,] there were [removed: 18,094] [added: 17,166] holders of record of our common stock.

[removed: ][added: ]

| as of December 31 (in millions, except share information) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 1,764] [added: 1,966] | | [added: $] | [added: 1,764] | | $ | 3,078 | |

| Accounts receivable, net of allowance of [removed: $71] [added: $63] in [removed: 2024] [added: 2025] and [removed: $62] [added: $71] in [removed: 2023] [added: 2024] | | | [removed: 1,679] [added: 1,861] | | | | | | [removed: 1,719] [added: 1,679] | | |

| Inventories | | | [removed: 2,046] [added: 2,232] | | | | | | [removed: 1,918] [added: 2,046] | | |

| Prepaid expenses and other current assets | | | [removed: 753] [added: 813] | | | | | | [removed: 706] [added: 753] | | |

| Current assets of discontinued operations | | | [removed: 2,611] [added: —] | | | | | | [removed: 2,179] [added: 2,611] | | |

| Total current assets | | | [removed: 8,853] [added: 6,872] | | | | | | [removed: 9,600] [added: 8,853] | | |

| Property, plant and equipment, net | | | [removed: 2,870] [added: 2,910] | | | | | | [removed: 2,871] [added: 2,870] | | |

| Goodwill | | | [removed: 5,275] [added: 4,929] | | | | | | [removed: 5,793] [added: 5,275] | | |

| Other intangible assets, net | | | [removed: 5,223] [added: 4,369] | | | | | | [removed: 5,918] [added: 5,223] | | |

| Operating lease right-of-use assets | | | [removed: 306] [added: 276] | | | | | | [removed: 336] [added: 306] | | |

| Other non-current assets | | | [removed: 755] [added: 699] | | | | | | [removed: 809] [added: 755] | | |

| Non-current assets of discontinued operations | | | [removed: 2,500] [added: —] | | | | | | [removed: 2,949] [added: 2,500] | | |

| Total assets | | | $ | [removed: 25,782] [added: 20,055] | | | | | $ | [removed: 28,276] [added: 25,782] | |

| Short-term debt | | | $ | [removed: 2,126] [added: 1] | | | | | $ | [removed: —] [added: 2,126] | |

| Current maturities of long-term debt and finance lease obligations | | | [removed: 626] [added: 2] | | | | | | [removed: 2,667] [added: 626] | | |

| Accounts payable | | | [removed: 968] [added: 999] | | | | | | [removed: 881] [added: 968] | | |

| Accrued expenses and other current liabilities | | | [removed: 1,861] [added: 1,968] | | | | | | [removed: 1,915] [added: 1,861] | | |

| Current liabilities of discontinued operations | | | [removed: 930] [added: —] | | | | | | [removed: 1,040] [added: 930] | | |

| Total current liabilities | | | [removed: 6,511] [added: 2,970] | | | | | | [removed: 6,503] [added: 6,511] | | |

| Long-term debt and finance lease obligations, less current portion | | | [removed: 10,374] [added: 9,473] | | | | | | [removed: 11,089] [added: 10,374] | | |

| Operating lease liabilities | | | [removed: 243] [added: 223] | | | | | | [removed: 265] [added: 243] | | |

| Other non-current liabilities | | | [removed: 1,076] [added: 1,287] | | | | | | [removed: 1,400] [added: 1,076] | | |

| Non-current liabilities of discontinued operations | | | [removed: 554] [added: —] | | | | | | [removed: 551] [added: 554] | | |

| Total liabilities | | | [removed: 18,758] [added: 13,953] | | | | | | [removed: 19,808] [added: 18,758] | | |

| Common stock, $1 par value, authorized 2,000,000,000 shares, issued 683,494,944 shares in [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | 683 | | | | | | 683 | | |

| Common stock in treasury, at cost, [removed: 172,567,636] [added: 169,213,617] shares in [removed: 2024] [added: 2025] and [removed: 175,861,893] [added: 172,567,636] shares in [removed: 2023] [added: 2024] | | | [removed: (11,059)] [added: (10,873)] | | | | | | [removed: (11,230)] [added: (11,059)] | | |

| Additional contributed capital | | | [removed: 6,421] [added: 6,368] | | | | | | [removed: 6,389] [added: 6,421] | | |

| Retained earnings | | | [removed: 14,929] [added: 13,705] | | | | | | [removed: 16,114] [added: 14,929] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (4,010)] [added: (3,754)] | | | | | | [removed: (3,554)] [added: (4,010)] | | |

| Total Baxter stockholders’ equity | | | [removed: 6,964] [added: 6,129] | | | | | | [removed: 8,402] [added: 6,964] | | |

| Noncontrolling interests | | | [removed: 60] [added: (27)] | | | | | | [removed: 66] [added: 60] | | |

| Total equity | | | [removed: 7,024] [added: 6,102] | | | | | | [removed: 8,468] [added: 7,024] | | |

| Total liabilities and equity | | | $ | [removed: 25,782] [added: 20,055] | | | | | $ | [removed: 28,276] [added: 25,782] | |

| years ended December 31 (in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 10,636] [added: 11,244] | | $ | [removed: 10,360] [added: 10,636] | | $ | [removed: 10,057] [added: 10,360] | |

| Cost of sales | | | [removed: 6,652] [added: 7,865] | | | [removed: 6,210] [added: 6,652] | | | [removed: 6,508] [added: 6,210] | | |

| Gross margin | | | [removed: 3,984] [added: 3,379] | | | [removed: 4,150] [added: 3,984] | | | [removed: 3,549] [added: 4,150] | | |

| Selling, general and administrative expenses | | | [removed: 2,967] [added: 2,890] | | | [removed: 2,953] [added: 2,967] | | | [removed: 3,097] [added: 2,953] | | |

| Research and development expenses | | | [removed: 590] [added: 518] | | | [removed: 518] [added: 590] | | | [removed: 450] [added: 518] | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Reclassification of other comprehensive income (loss) disposed in the Kidney Care separation | | | — | | | — | | | — | | | — | | | — | | | — | | | 115 | | | 115 | | | — | | | 115 | | |

| Disposition of noncontrolling interest associated with the Kidney Care separation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (87) | | | (87) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2025 | | | 683 | | | $ | 683 | | 169 | | | $ | (10,873) | | $ | 6,368 | | $ | 13,705 | | $ | (3,754) | | $ | 6,129 | | $ | (27) | | $ | 6,102 | |

| Gain on early extinguishment of debt | | | (16) | | | — | | | — | | |

| Issuances of debt | | | 1,998 | | | — | | | — | | |

| Cash and cash equivalents of discontinued operations | | | — | | | 648 | | | 116 | | |

The facility was fully operational by the end of the first quarter of 2025.

In 2025, we recorded $133 million of pre-tax net charges related to remediation, air freight and other costs as a result of the damages caused by Hurricane Helene.

customer and is the unit of account in the contract.

and profitability growth.

After giving effect to certain adjustments, we received approximately $3.71 billion pre-tax cash proceeds and recognized a pre-tax gain on the sale of $191 million ($111 million net of tax) at closing of the transaction.

December 31, 2025, we recognized a pre-tax gain on sale of $97 million after final working capital and other adjustments.

Pursuant to the Kidney Care MSA, our sales to Vantive are recognized in net sales in the consolidated statements of income (loss).

Billings by us under the Kidney Care TSA are recorded in other operating income, net in the condensed consolidated statements of income.

The costs to provide each respective service is recorded in the applicable expense category in the consolidated statements of income (loss).

In accordance with the EPA, we have agreed to indemnify Vantive for certain items, including taxes imposed on or with respect to the Kidney Care divested entities, for pre-closing tax periods.

The net indemnification liability as of December 31, 2025 was $53 million.

Further, in accordance with the EPA, Baxter recorded a contingent liability for payments to reimburse Vantive for qualifying capital expenditures of $133 million over a period of three years post sale.

The contingent liability as of December 31, 2025 was $83 million based on payments made to date.

Certain of the business guarantees originally entered by us on behalf of the Kidney Care business were not released prior to the completion of the sale and remain outstanding.

These legacy guarantees primarily relate to certain leases, performance contracts and ones to support regulatory requirements of the Kidney Care business.

As of December 31, 2025, the total amount of Kidney Care business guarantees retained by us was approximately $35 million.

Under terms of the EPA, Carlyle has agreed to indemnify us for any cost or expense, or payments made in the future under these arrangements.

A component of an entity is reported in discontinued operations after meeting the criteria for held-for-sale classification if the

For the year ended December 31, 2025, settlement of certain net working capital adjustments made in accordance with the EPA and increased indemnification liabilities reduced the gain from sale of our Kidney Care business.

| as of December 31 (in millions) | | | 2025 | | | 2024 | | |

| as of December 31 (in millions) | | | 2025 | | | 2024 | | |

| as of December 31 (in millions) | | | 2025 | | | 2024 | | |

| as of December 31 (in millions) | | | 2025 | | | 2024 | | |

| Gain on debt extinguishment | | | (16) | | | — | | | — | | |

| Equity method investment impairment | | | 9 | | | — | | | — | | |

| Other, net | | | (6) | | | (21) | | | (6) | | |

As discussed in Note 1, Summary of Significant Accounting Policies, we have elected to prospectively adopt the guidance in ASU 2023-09.

The following table is a summary of income taxes paid by jurisdiction for the year ended December 31, 2025.

| year ended December 31 (in millions) | | | 2025 | | |

| United States - federal | | | $ | 12 | |

| United States - state and local | | | 12 | | |

| Foreign | | | | | |

| Available-for-sale debt securities, net of tax expense of zero in 2024 and 2023 and $1 in $2 in 2022 | | | — | | | — | | | 3 | | |

| Balance as of January 1, 2022 | | | 683 | | | $ | 683 | | 182 | | | $ | (11,488) | | $ | 6,197 | | $ | 17,065 | | $ | (3,380) | | $ | 9,077 | | $ | 44 | | $ | 9,121 | |

| Purchases of treasury stock | | | — | | | — | | | — | | | (32) | | | — | | | — | | | — | | | (32) | | | — | | | (32) | | |

| Change in noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 11 | | | 11 | | |

| Loss on product divestiture arrangement | | | — | | | — | | | 54 | | |

| Reclassification of cumulative translation loss to earnings | | | — | | | — | | | 65 | | |

| Loss on subsidiary liquidation | | | — | | | — | | | 21 | | |

| Purchases of treasury stock | | | — | | | — | | | (32) | | |

| | | |

| --- | --- | --- |

We determined that our Kidney Care business met the criteria to be classified as held-for-sale in August 2024, and we also concluded that it met the conditions to be reported as a discontinued operation at that time.

Our insurance policies generally cover the repair or replacement of our assets that suffer loss or damage, less applicable deductibles and subject to any coverage limits and exclusions.

Our insurance policies also provide coverage for interruption to our business, including lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered.

Risks and Uncertainties

Supply Constraints and Global Economic Conditions

In recent years, we have experienced significant challenges to our global supply chain, including production delays and interruptions, increased costs and shortages of raw materials and component parts (including resins and electromechanical devices), higher transportation costs, adverse impacts from significant weather events (including Hurricane Helene and the flooding of our North Cove facility), elevated inflation levels and interest rates, disruptions to certain ports of call and access to shipping lanes around the world, the war in Ukraine, the conflict in the Middle East and other geopolitical events.

While we have seen improvements in the availability of component parts and

improved pricing of raw materials and on transportation costs, some of these challenges (such as additional transportation costs resulting from Hurricane Helene as we transfer product across our global network in the interest of increasing the availability of intravenous solutions for our customers while we work to fully remediate our North Cove facility) are expected to have a negative impact on our results of operations in the future.

We expect that the challenges caused by global economic conditions, among other factors, may continue to have an adverse effect on our business.

Overall,

qualitative assessments to determine whether it is more-likely-than-not that the fair values of the indefinite-lived intangible assets are less than the carrying amounts.

We designate

We are currently evaluating the impact of this standard on our consolidated financial statements.

As of January 1, 2024, we adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about segment expenses on an annual and interim basis.

This standard became effective for our annual consolidated financial statements for the year ended December 31, 2024 and for interim periods beginning in 2025.

As of January 1, 2022, we adopted ASU 2021-05, Leases (Topic 842), which requires a lessor to classify a lease with variable lease payments (that do not depend on an index or rate) as an operating lease if (1) the lease would have been classified as a sales-type or direct financing lease, and (2) the lessor would have recognized a selling loss at lease commencement.

These changes are intended to avoid recognizing a day-one loss for a lease with variable payments even though the lessor expects the arrangement will be profitable overall.

The adoption of this ASU did not have a material impact on our consolidated financial statements.

On August 12, 2024, we entered into an EPA to sell our Kidney Care business, subject to receipt of customary regulatory approvals and satisfaction of other closing conditions.

That business, which is comprised of our former Kidney Care segment, provides chronic and acute dialysis therapies and services, including peritoneal dialysis, hemodialysis, continuous renal replacement therapies, and other organ support therapies.

The fair value and carrying value of assets held for sale are evaluated each period and a loss on sale is recognized when the fair value less costs to sell are below the carrying value.

There has been no loss on sale recognized for the period ending December 31, 2024.

We will recognize a gain or loss upon disposition of the business depending on the carrying value at that date, including any tax impacts of the sale, which may be material.

Pursuant to the Kidney Care MSA, Baxter and the Kidney Care divested entities will provide each other

Pursuant to the EPA, Baxter will retain (i) the manufacture and sale of saline solutions and (ii) the plastics operations of Baxter and its subsidiaries at its Mountain Home, Arkansas facility, which is not part of the Kidney Care segment.

| ACQUISITIONS AND OTHER ARRANGEMENTS | | |

Results of operations of acquired businesses are included in our results of operations beginning as of the respective acquisition dates.

The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values (or other measurement attribute required under U.S. GAAP) at the date of the acquisition.

Any purchase price in excess of these net assets is recorded as goodwill.

Contingent consideration related to business combinations is recognized at its estimated fair value on the acquisition date.

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is communicated to our management, including our [removed: Interim] Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, with the participation of our [removed: Interim] Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2024.][added: 2025.]

Based on that evaluation, our [removed: Interim] Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on that assessment under the framework in *Internal Control-Integrated Framework (2013)*, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certain of our officers [removed: and directors] have made elections to participate in, and are participating in, our employee stock purchase [removed: plan or] [added: plan, and certain of our officers and directors] have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Further, our officers are eligible to participate in Baxter’s U.S. tax-qualified Section 401(k) plan (401(k) Plan).

The 401(k) Plan permits both employer and employee contributions to be invested through a self-directed “brokerage window”, which is subject to Rule 10b5-1(c)(1).

Refer to information under the captions entitled “Corporate Governance at Baxter International Inc. — Proposal 1 — Election of Directors,” “— Board of Directors — Nomination of Directors,” “— Committees of the Board — Audit Committee,” “— Board Responsibilities — Code of Conduct,” “Ownership of Baxter Stock — Delinquent Section 16(a) Reports” and "Compensation Discussion and Analysis — Additional Compensation Governance — Prohibitions on Trading; No-Hedging" in Baxter’s definitive proxy statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders expected to be held on May [removed: 6, 2025] [added: 5, 2026] (the Proxy Statement), all of which information is incorporated herein by reference.

Refer to information under the captions entitled “Executive [removed: Compensation,”] [added: Compensation — Compensation discussion and analysis," "—Executive Compensation Tables,”] "—Compensation and Human Capital Committee Report," “Corporate Governance at Baxter International Inc.—Director Compensation,” and “— Committees of the Board — CHC Committee Interlocks and Insider Participation” in the Proxy Statement, all of which information is incorporated herein by reference.

The following table provides information relating to shares of common stock that may be issued under our existing equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

(3)Includes (i) [removed: 7,676,283] [added: 6,371,202] shares of common stock available for purchase under the Employee Stock Purchase Plan and (ii) [removed: 48,191,214] [added: 40,142,671] shares of common stock available under the 2021 Incentive Plan.

(4)Includes outstanding awards of [removed: 17,381,375] [added: 13,755,445] stock options, which have a weighted-average exercise price of [removed: 60.15] [added: $60.12] and a weighted-average remaining term of [removed: 3.83] [added: 3.95] years, [removed: 6,940,259] [added: 6,139,204] shares of common stock issuable upon vesting of RSUs, and [removed: 602,107] [added: 1,263,942] shares of common stock reserved for issuance in connection with PSU grants.

| Equity Compensation Plans Approved by Stockholders | | | 21,350,925 | | | | | | (1) | | | | | | $ | 60.12 | | | | | (2) | | | | | | 46,513,873 | | | | | | (3) | | |

| Total | | | 21,350,925 | | | | | | (4) | | | | | | $ | 60.12 | | | | | (2) | | | | | | 46,513,873 | | | | | | | | |

| Equity Compensation Plans Approved by Stockholders | | | 25,169,949 | | | | | | (1) | | | | | | $ | 60.15 | | | | | (2) | | | | | | 55,869,497 | | | | | | (3) | | |

| Total | | | 25,169,949 | | | | | | (4) | | | | | | $ | 60.15 | | | | | (2) | | | | | | 55,869,497 | | | | | | | | |

Refer to the information under the caption entitled “Corporate Governance at Baxter International Inc.—Board [added: Responsibilities—Certain Relationships and Related Person Transactions," "—Board] of Directors—Director Independence,” “— Proposal 1 — Election of Directors,” [added: and] “— Committees of the [removed: Board,” and “—Board Responsibilities—Certain Relationships and Related Person Transactions”] [added: Board”] in the Proxy Statement, all of which information is incorporated herein by reference.

| | | | [Consolidated Statements of [added: Comprehensive] Income [removed: (Loss)](#i5f53b2f53b854e0d802df7b875649210_112)] [added: (Loss)](#i87cc64c398cd4cf5bbf2da5935c92392_112)] | | | [removed: 49] [added: [59](#i38f7d8b824ea4f36858aeb33681043d2_0-0-1-1-490926)] | | |

| | | | [Consolidated Statements of Changes in [removed: Equity](#i5f53b2f53b854e0d802df7b875649210_121)] [added: Equity](#i87cc64c398cd4cf5bbf2da5935c92392_118)] | | | [removed: 51] [added: [60](#ie48d8b1029b04d279cff964fd7c72e18_1-0-1-1-522264)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i5f53b2f53b854e0d802df7b875649210_124)] [added: Flows](#i87cc64c398cd4cf5bbf2da5935c92392_121)] | | | [removed: 52] [added: [61](#i7bb54b4127c647baa990124c1210cc04_0-0-1-1-490926)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i5f53b2f53b854e0d802df7b875649210_127)] [added: Statements](#i87cc64c398cd4cf5bbf2da5935c92392_124)] | | | [removed: 54] [added: [63](#i3b6e155c0a9d42cab511064fd7a45936_46)] | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i5f53b2f53b854e0d802df7b875649210_193) [](#i5f53b2f53b854e0d802df7b875649210_193)238[)](#i5f53b2f53b854e0d802df7b875649210_193)] [added: ID](#i87cc64c398cd4cf5bbf2da5935c92392_190) [](#i87cc64c398cd4cf5bbf2da5935c92392_190)238[)](#i87cc64c398cd4cf5bbf2da5935c92392_190)] | | | [removed: 105] [added: [118](#iaeddce86fb5f402cb1fbc6e54fb39ef6_10468)] | | |

| | | | [Consolidated Balance Sheets](#i87cc64c398cd4cf5bbf2da5935c92392_106) | | | [57](#ida31c2ace8064b46967ee968fb2efb44_0-0-1-1-490926) | | |

| | | | [Consolidated Statements of Income (Loss)](#i87cc64c398cd4cf5bbf2da5935c92392_109) | | | [58](#i205be1aef962468c992cef4cc08d7486_0-0-1-1-490926) | | |

| | | | [Consolidated Balance Sheets](#i5f53b2f53b854e0d802df7b875649210_109) | | | 48 | | |

| | | | [Consolidated Statements of Comprehensive Income (Loss)](#i5f53b2f53b854e0d802df7b875649210_115) | | | 50 | | |

| 2.1 | | | [Agreement and Plan of Merger, dated September 1, 2021, among Hill-Rom Holdings, Inc., the Company and Bel Air Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on September 2, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521263688/d222750dex21.htm)] | | |

| 2.2 | | | [Equity Purchase Agreement, dated May 8, 2023, by and among Baxter International Inc., Baxter Healthcare Corporation, Baxter Deutschland Holding GmbH, Gambro Dialysatoren GmbH, Bamboo US BidCo LLC and Blitz 23-317 GmbH (incorporated by reference to Exhibit 2.1 to Baxter International Inc.'s Current Report on Form 8-K, filed on May 9, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/10456/000119312523138972/d406146dex21.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/10456/000119312523138972/d406146dex21.htm)] | | |

| [removed: 3.1*] [added: 3.1] | | | [Amended and Restated Certificate of Incorporation of Baxter International Inc., dated May 7, 2024](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/ex31-amendedandrestatedart.htm) [added: [](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/ex31-amendedandrestatedart.htm)[(incorporated by reference to Exhibit 3.1 to Baxter International Inc.'s Annual Report on Form 10-K, filed on February 21, 2025).](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/ex31-amendedandrestatedart.htm)] | | |

| [removed: 3.2*] [added: 3.2] | | | [Amended and Restated Bylaws of Baxter International Inc., dated November 26, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/exhibit32-bylaws.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/exhibit32-bylaws.htm) [](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/exhibit32-bylaws.htm)[(incorporated by reference to Exhibit 3.2 to Baxter International Inc.'s Annual Report on Form 10-K, filed on February 21, 2025).](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/exhibit32-bylaws.htm)] | | |

| [removed: 4.2*] [added: 4.2] | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/ex42-descriptionofsecuriti.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/ex42-descriptionofsecuriti.htm) [](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/ex42-descriptionofsecuriti.htm)[(incorporated by reference to Exhibit 4.2 to Baxter International Inc.'s Annual Report on Form 10-K, filed on February 21, 2025)](https://www.sec.gov/Archives/edgar/data/10456/000162828025007201/ex42-descriptionofsecuriti.htm).] | | |

| 4.4 | | | [Second Supplemental Indenture, dated December 7, 2007, between the Company and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 6.250% Senior Note due 2037) (incorporated by reference to Exhibit 4.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on December 7, [removed: 2007).](http://www.sec.gov/Archives/edgar/data/10456/000095013707018293/c22126exv4w1.htm)] [added: 2007).](https://www.sec.gov/Archives/edgar/data/10456/000095013707018293/c22126exv4w1.htm)] | | |

| 4.5 | | | [Eighth Supplemental Indenture, dated August 13, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 3.650% Senior Notes due 2042) (incorporated by reference to Exhibit 4.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on August 13, [removed: 2012).](http://www.sec.gov/Archives/edgar/data/10456/000119312512351947/d396975dex41.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/10456/000119312512351947/d396975dex41.htm)] | | |

| 4.6 | | | [Ninth Supplemental Indenture, dated June 11, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (including form of 4.500% Senior Notes due 2043) (incorporated by reference to Exhibit 4.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on June 11, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/10456/000119312513254412/d552141dex41.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/10456/000119312513254412/d552141dex41.htm)] | | |

| 4.7 | | | [Tenth Supplemental Indenture, dated August 13, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including forms of 2.600% Senior Notes due 2026 and 3.500% Senior Notes due 2046) (incorporated by reference to Exhibit 4.2 to Baxter International Inc.’s Current Report on Form 8-K, filed on August 15, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/10456/000119312516682018/d234689dex42.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/10456/000119312516682018/d234689dex42.htm)] | | |

| 4.8 | | | [Eleventh Supplemental Indenture, dated as of May 30, 2017, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of 1.300% Senior Notes due 2025) (incorporated by reference to Exhibit 4.2 to Baxter International Inc.’s Current Report on Form 8-K, filed on May 30, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/10456/000119312517186276/d393456dex42.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/10456/000119312517186276/d393456dex42.htm)] | | |

| 4.9 | | | [Twelfth Supplemental Indenture, dated as of May 15, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of 1.300% Senior Notes due 2029) (incorporated by reference to Exhibit 4.2 of Baxter International Inc.’s Current Report on Form 8-K, filed on May 15, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/10456/000119312519147345/d751331dex42.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/10456/000119312519147345/d751331dex42.htm)] | | |

| 4.10 | | | [Indenture, dated as of March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on March 27, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex41_26.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex41_26.htm)] | | |

| 4.11 | | | [First Supplemental Indenture, dated as of March 26, 2020, to the Indenture, dated as of March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee [removed: (including form of form] [added: (including](https://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex42_25.htm) [form] of 3.950% Senior Notes due 2030) (incorporated by reference to Exhibit 4.2 to Baxter International Inc.’s Current Report on Form 8-K, filed on March 27, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex42_25.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/10456/000156459020013650/bax-ex42_25.htm)] | | |

| 4.12 | | | [Second Supplemental Indenture, dated as of November 2, 2020, to the Indenture, dated as of March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of 1.730% Senior Notes due 2031) (incorporated by reference to Exhibit 4.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on November 6, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/10456/000162828020015975/exhibit41-supplemental.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/10456/000162828020015975/exhibit41-supplemental.htm)] | | |

| [removed: 4.13] [added: 4.15] | | | [Indenture, dated as of July 29, 2021, between the Company, as Issuer, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Baxter International Inc.’s Registration Statement on Form S-3, filed [removed: on July 29, 2021).](http://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm) [July 2](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm)[9, 2](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm)[021](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/0000010456/000119312521228248/d197286dex41.htm)] | | |

| [removed: 4.14] [added: 4.16] | | | [Indenture, dated as of December 1, 2021, between the Company, as Issuer, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Baxter International Inc.’s Current Report on Form 8-K, filed on December 2, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex41.htm)] | | |

| [removed: 4.15] [added: 4.17] | | | [First Supplemental Indenture, dated as of December 1, 2021, to the Indenture, dated as of December 1, 2021, between the Company and U.S. Bank National Association, as Trustee (including forms of 1.915% Senior Notes due 2027, 2.272% Senior Notes due 2028, 2.539% Senior Notes due 2032 and 3.132% Senior Notes due 2051) (incorporated by reference to Exhibit 4.2 to Baxter International Inc.’s Current Report on Form 8-K, filed on December 2, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex42.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/10456/000119312521346720/d270061dex42.htm)] | | |

| [removed: 10.1] [added: 10.2] | | | [removed: [Credit] [added: [Second Amendment, dated as of September 28, 2022, to the Credit] Agreement, dated as of December 20, 2019, [added: as amended by the First Amendment, dated as of October 1, 2021,] among Baxter Healthcare SA and Baxter World Trade [removed: SPRL,] [added: SRL,] as Borrowers, [removed: J.P. Morgan Europe Limited,] [added: JPMorgan SE,] as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] to Baxter International [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K, filed on [removed: December 20, 2019).](http://www.sec.gov/Archives/edgar/data/10456/000119312519321056/d843903dex102.htm)] [added: September 30, 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex105.htm)] | | |

| [removed: 10.2] [added: 10.1] | | | [First Amendment, dated as of October 1, 2021, to the Credit Agreement, dated as of December 20, 2019, among Baxter Healthcare SA and Baxter World Trade SRL, as Borrowers, the Company, the several banks party thereto, J.P. Morgan AG, as Administrative Agent and each other party thereto (incorporated by reference to Exhibit 10.3 to Baxter International Inc.’s Current Report on Form 8-K, filed on October 4, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521290255/d218121dex103.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/10456/000119312521290255/d218121dex103.htm)] | | |

| 10.3 | | | [removed: [Second] [added: [First] Amendment, dated as of September 28, 2022, to the Credit Agreement, dated as of [removed: December 20, 2019, as amended by the First Amendment, dated as of October 1,] [added: September 30,] 2021, among Baxter [removed: Healthcare SA and Baxter World Trade SRL,] [added: International Inc.,] as [removed: Borrowers,] [added: Borrower,] JPMorgan [removed: SE,] [added: Chase Bank, National Association,] as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to Baxter International Inc.'s Current Report on Form 8-K, filed on September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex105.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex101.htm)] | | |

| 10.4 | | | [removed: [Credit] [added: [Second Amendment, dated as of September 28, 2022, to the Credit] Agreement, dated as of September 30, 2021, [removed: among the Company,] as [removed: Borrower,] [added: amended by] the [removed: financial institutions named therein,] [added: First Amendment, dated] as [removed: Banks,] [added: of September 28, 2022, amount Baxter International Inc., as Borrower,] JPMorgan Chase Bank, [removed: N.A.,] [added: National Association,] as Administrative [removed: Agent, and Citibank, N.A., as Syndication] Agent [added: and certain other financial institutions named therein] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to Baxter International [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K, filed on [removed: October 4, 2021).](http://www.sec.gov/Archives/edgar/data/10456/000119312521290255/d218121dex101.htm)] [added: September 30, 2022).](https://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex102.htm)] | | |

| 10.5 | | | [removed: [First] [added: [Third] Amendment, dated as of [removed: September 28, 2022,] [added: March 13, 2023,] to the Credit Agreement, dated as of September 30, 2021, [added: as amended by that certain First Amendment, dated as of September 28, 2022, and that certain Second Amendment, dated as of September 28, 2022,] among Baxter International [removed: Inc.,] [added: Inc.] as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit 10.1 to Baxter International Inc.'s Current Report on Form 8-K, filed on [removed: September 30, 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex101.htm)] [added: March 13, 2023).](https://www.sec.gov/Archives/edgar/data/10456/000162828023007718/bax-202303138kexhibit101.htm)] | | |

| 10.6 | | | [removed: [Second] [added: [Fourth] Amendment, dated as of [removed: September 28, 2022,] [added: March 21, 2024,] to the Credit Agreement, dated as of September 30, 2021, as amended by [removed: the] [added: that certain] First Amendment, dated as of September 28, 2022, [removed: amount] [added: and that certain Second Amendment, dated as of September 28, 2022, and that certain Third Amendment, dated as of March 13, 2023, among] Baxter International [removed: Inc.,] [added: Inc.] as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and certain other financial institutions named therein (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to Baxter International Inc.'s Current Report on Form 8-K, filed on [removed: September 30, 2022).](http://www.sec.gov/Archives/edgar/data/10456/000119312522255523/d378856dex102.htm)] [added: March 21, 2024).](https://www.sec.gov/Archives/edgar/data/10456/000162828024012545/bax-202403218kexhibit101.htm)] | | |