Item 5. Other Information

Certain Compensation Matters

On August 2, 2025, Baxter and Brent Shafer entered into an amendment and restatement (the A&R Shafer Letter Agreement) of the letter agreement, dated February 1, 2025 and previously filed as Exhibit 10.2 to our Form 8-K filed on February 3, 2025 (the Shafer Letter Agreement), as first amended by the amendment to the Shafer Letter Agreement, dated July 7, 2025.

The A&R Shafer Amendment modifies the terms of the Shafer Letter Agreement by providing that, among other things, Mr. Shafer will be eligible to receive his $600,000 bonus upon the first regular payroll date following, and subject to his continued employment as Interim Chief Executive Officer and Chair (Interim CEO/Chair) of Baxter’s Board of Directors (the Board) through, August 3, 2025. Mr. Shafer will be eligible for a supplemental bonus of up to $100,000 (the Supplemental Bonus), which will be earned and payable upon the first regular payroll date following, and subject to his continued employment as Interim CEO/Chair through, the first date of employment of Andrew Hider, our successor Chief Executive Officer (the Transition Date). The Supplemental Bonus will be an amount equal to $100,000, prorated based on a fraction, (i) the numerator of which is the number of days served by Mr. Shafer as Interim CEO/Chair during the period beginning August 3, 2025 and ending on the Transition Date and (ii) the denominator of which is 31.

As of the Transition Date, Mr. Shafer will cease to serve as Interim CEO/Chair and transition to serving as the non-executive Chair of the Board. He will also rejoin the Nominating, Corporate Governance and Public Policy Committee of the Board as an independent director. He is not to join any other Board committees at this time. On August 2, 2025, the Board approved an annual retainer for Mr. Shafer’s service as non-executive Chair of the Board of $150,000, effective upon the Transition Date, with such amount to be prorated for 2025 (for the period between the Transition Date and December 31, 2025).

The above description of the A&R Shafer Letter Agreement is qualified in its entirety by reference to the terms of the A&R Shafer Letter Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Trading Arrangement Matters

Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase 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).