Baxter International INC 8-K Filing

Ticker: BAX · Form: 8-K · Filed: Dec 4, 2025 · CIK: 10456

Sentiment: neutral

Filing Stats: 2,112 words · 8 min read · ~7 pages · Grade level 11.8 · Accepted 2025-12-04 16:15:43

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Notes Offerings General On December 4, 2025, Baxter International Inc. (the "Company") entered into the First Supplemental Indenture (the "Supplemental Indenture") with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), which supplements the Indenture, dated July 29, 2021 (the "Base Indenture" and together with the Supplemental Indenture, the "Indenture"), between the Company and the Trustee, relating to the issuance by the Company of $300,000,000 aggregate principal amount of the Company's 4.450% Senior Notes due 2029 (the "2029 Notes"), $700,000,000 aggregate principal amount of the Company's 4.900% Senior Notes due 2030 (the "2030 Notes") and $1,000,000,000 aggregate principal amount of the Company's 5.650% Senior Notes due 2035 (the "2035 Notes" and together with the 2029 Notes and the 2030 Notes, the "Notes"). The Notes were sold pursuant to an Underwriting Agreement, dated as of November 19, 2025, among the Company, Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC and the other underwriters named therein. The offering and sale of the Notes was registered under the Registration Statement (the "Registration Statement") on Form S-3 (Registration No. 333-285217) that the Company filed with the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2025 and supplemented by the prospectus supplement, dated November 19, 2025 and filed with the SEC on November 20, 2025. The Company is filing Exhibits 5.1 and 23.1 attached to this Current Report on Form 8-K in connection with the Registration Statement. The Company received approximately $1.99 billion in net proceeds from the sale of the Notes, after deducting the underwriters' discounts but before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the sale of the Notes to (i) fund the Tender Offer of the 2026 Notes (each as define

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 4, 2025, the Company repaid all of its outstanding obligations under the Term Loan Credit Agreement using a portion of the net proceeds from the Notes. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this report is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events. On December 4, 2025, the Company issued a press release announcing the early tender results in connection with the previously announced cash tender offers (each, a "Tender Offer" and together, the "Tender Offers") of (i) any and all of its 2.600% senior unsecured notes due 2026 (the "2026 Notes") and (ii) a portion of its 1.915% senior unsecured notes due 2027 (the "2027 Notes") in an aggregate purchase price up to $600 million (together with the 2026 Notes, the "Tender Offer Notes"). A copy of the early tender results press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 4, 2025, the Company also issued a press release announcing the pricing of the Tender Offers. A copy of the pricing press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. This Current Report on Form 8-K, including the press releases incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any Tender Offer Notes. The Tender Offers are being made only pursuant to the offer to purchase of the Company, dated November 19, 2025, as amended. The Tender Offers are not being made to holders of Tender Offer Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 4.1 Indenture, dated as of July 29, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Form S-3, filed on April 28, 2022) 4.2 First Supplemental Indenture, dated as of December 4, 2025, by and between the Company, as Issuer, and U.S. Bank Trust Company, National Association, as Trustee (including form of 4.450% Senior Notes due 2029, form of 4.900% Senior Notes due 2030 and form of 5.650% Senior Notes due 2035) 5.1 Opinion of Sullivan & Cromwell LLP 23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) 99.1 Press Release (Early Tender Results) Dated December 4, 2025 99.2 Press Release (Pricing) Dated December 4, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Baxter International Inc. Date: December 4, 2025 By: /s/ Joel Grade Name: Joel Grade Title: Executive Vice President and Chief Financial Officer

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