Every material Form 8-K Baxter International has filed with the SEC since July 07, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Baxter reported third-quarter 2026 sales of $2.98 billion, up 5% on both a reported and organic basis, and GAAP diluted EPS of $0.57 versus a loss of $0.09 a year earlier. Adjusted diluted EPS fell 16% to $0.58, and the company raised its full-year 2026 outlook, including adjusted EPS of $2.05 to $2.15. The board also declared a $0.01 quarterly dividend payable January 4, 2027.
Q3 sales of approximately $2.98 billion, up 5% reported and organic; U.S. sales up 3% reported, international up 7% reported
GAAP diluted EPS of $0.57 versus a loss of $0.09 a year earlier; adjusted diluted EPS of $0.58, down 16% from $0.69, due to a higher effective tax rate
Full-year 2026 adjusted EPS outlook raised to $2.05 to $2.15 from $1.95 to $2.15; reported sales growth raised to 4% to 5% from 3% to 4%
Quarterly dividend of $0.01 per share, record date November 27, 2026, payable January 4, 2027
Baxter International appointed John Rogers, formerly CFO of Smith+Nephew, as executive vice president and chief financial officer, effective October 1, 2026. Anita Zielinski, interim CFO and chief accounting officer, departs September 15, 2026, and CEO Andrew Hider will serve as interim CFO until Rogers starts. The company also reiterated its full-year 2026 outlook from its July 30, 2026 earnings announcement.
Rogers base salary is $925,000, with a target annual bonus of 100% of base salary and a $4,000,000 target annual equity grant value starting with the 2027 grant.
Rogers receives a $2,827,629 sign-on bonus, subject to repayment if he leaves within 12 months of his start date, or 50% if he leaves within 12 to 24 months.
Andrew Hider serves as interim CFO from September 15, 2026 until October 1, 2026, with no additional compensation for that role.
Bernie Heine was named interim chief accounting officer and controller effective September 15, 2026, with a $15,000 monthly payment and a $250,000 grant-date value equity award.
Baxter entered into Amendment No. 2 to its credit agreement on August 18, 2026, raising the maximum net leverage ratio for five fiscal quarters ending September 30, 2026 through September 30, 2027, and removing Baxter World Trade SRL as a borrower. The same day, the company raised the aggregate purchase price cap on its cash tender offers for certain senior notes from $500 million to $600 million and said it expects to accept $600 million of tendered notes for settlement on August 20, 2026.
Amendment No. 2, dated August 18, 2026, raises the maximum net leverage ratio covenant for the five fiscal quarters ending September 30, 2026 through September 30, 2027.
The tender offer purchase price cap rose from $500 million to $600 million, excluding accrued interest.
Holders who tendered by 5:00 p.m. New York City time on August 17, 2026 and were accepted receive an early tender premium of $30 per $1,000 principal amount, with early settlement on August 20, 2026.
Tenders for the 2.539% Senior Notes due 2032 totaled $756,712,000 of $1,550,000,000 outstanding, and the proration factor for that series is 31.37%.
Baxter International said its Interim Chief Financial Officer and Chief Accounting Officer and Controller, Anita Zielinski, will resign effective September 15, 2026, to join another company. The company said her decision was not due to any disagreement over operations, policies, practices, financial disclosures or accounting matters.
Anita Zielinski notified Baxter of her resignation on July 31, 2026.
Her resignation takes effect September 15, 2026.
She held the roles of Interim Chief Financial Officer and Senior Vice President, Chief Accounting Officer and Controller.
The filing states the departure was not related to any disagreement with management or the board.
Baxter reported second-quarter 2026 sales of $2.96 billion, up 5%, and U.S. GAAP diluted EPS of $0.26, while adjusted diluted EPS of $0.56 fell 5% from a year earlier. The company raised its full-year 2026 adjusted EPS outlook to $1.95 to $2.15 from $1.85 to $2.05, and the results included a $0.11 per-share benefit from an IEEPA tariff refund. Shareholders also get a $0.01 quarterly dividend, payable October 1, 2026.
Q2 2026 sales of $2.96 billion rose 5% on both reported and organic bases; U.S. GAAP net income was $135 million from continuing operations.
Adjusted diluted EPS was $0.56, down from $0.59 a year earlier, partly offset by a $0.11 per-share IEEPA tariff refund benefit.
Full-year 2026 adjusted EPS guidance raised to $1.95 to $2.15 from $1.85 to $2.05; reported sales growth guidance raised to 3% to 4% from flat to 1%.
Board declared a quarterly cash dividend of $0.01 per share, payable October 1, 2026, to holders of record as of August 28, 2026.
Baxter's board approved an Executive Severance and Change in Control Plan effective May 4, 2026, which sets tiered severance for executives including the Interim CFO. At the May 5, 2026 annual meeting, shareholders approved a 20,000,000-share increase to the incentive plan, a charter amendment changing board size limits, and all nine director nominees.
Severance Plan effective May 4, 2026; non-CIC terminations pay 1.5x salary plus target bonus, and CIC terminations pay 2.0x.
Hider offer letter amended to raise the lump-sum medical coverage payment for non-CIC terminations from 18 months to 24 months.
Shareholders approved adding 20,000,000 shares to the Second Amended and Restated 2021 Incentive Plan, with 362,762,566 votes for and 77,492,842 against.
Charter amendment sets the minimum number of directors at seven with no stated maximum; bylaws set a range of seven to twelve directors.
Baxter reported first-quarter 2026 sales of $2.7 billion, up 3% on a reported basis but down 1% on an organic basis. The company posted a U.S. GAAP loss from continuing operations of $17 million, or $0.03 per diluted share, compared with income of $64 million a year earlier, and its adjusted diluted EPS fell 35% to $0.36. Shareholders face weaker profit even as the company reiterated its full-year 2026 outlook and declared a $0.01 quarterly dividend.
Sales from continuing operations were $2.7 billion, up 3% reported and down 1% organic; U.S. sales fell 4% to about $1.44 billion.
U.S. GAAP loss from continuing operations was $17 million, or $0.03 per diluted share, versus income of $64 million in the prior-year quarter.
Adjusted diluted EPS from continuing operations was $0.36, down 35% from $0.55, with management citing tariffs, higher manufacturing costs and a prior-year timing benefit.
Full-year 2026 adjusted EPS outlook of $1.85 to $2.05 was reiterated; the Board declared a $0.01 dividend payable July 1, 2026, to holders of record May 29, 2026.
Baxter International's Chief Financial Officer, Joel Grade, ceased serving in that role on March 16, 2026, and will stay on in an advisory capacity through April 30, 2026. Chief Accounting Officer Anita Zielinski was appointed interim CFO while the company searches for a permanent CFO. The company also reiterated its full-year 2026 financial outlook, which it first gave on Feb. 12, 2026.
Joel Grade ceased as executive vice president and CFO effective March 16, 2026; his advisory role runs through April 30, 2026.
Anita Zielinski, senior vice president and chief accounting officer, was named interim CFO effective immediately and keeps her current role.
Zielinski receives $50,000 per month while serving as interim CFO, plus a one-time restricted stock unit award valued at $250,000.
Baxter reiterated its full-year 2026 financial outlook provided on Feb. 12, 2026.
Baxter reported fourth-quarter 2025 sales from continuing operations of $2.97 billion, up 8% on a reported basis, but posted a GAAP net loss of $1.128 billion after a $485 million goodwill impairment and a $330 million valuation allowance on U.S. deferred tax assets. Adjusted diluted EPS from continuing operations fell 24% to $0.44, and the company issued 2026 adjusted EPS guidance of $1.85 to $2.05. The filing also announces a board change and a quarterly dividend of $0.01 per share.
Q4 2025 sales from continuing operations were $2.97 billion, up 8% reported and 3% operational; U.S. sales declined 1% operationally.
GAAP net loss was $1.128 billion, or $2.19 per diluted share, including a $485 million goodwill impairment and a $330 million valuation allowance.
Adjusted diluted EPS from continuing operations was $0.44, down from $0.58 a year earlier; full-year 2026 adjusted EPS guidance is $1.85 to $2.05.
Michael R. McDonnell joins the board effective February 13, 2026; Cathy R. Smith and Stephen H. Rusckowski resign on the same date. The $0.01 dividend is payable April 1, 2026.
Baxter issued $2.0 billion of senior notes in three series due 2029, 2030 and 2035, receiving about $1.99 billion in net proceeds, and used part of the proceeds to repay its term loan credit agreement in full on December 4, 2025. The company also announced early results and pricing for cash tender offers for certain 2026 and 2027 notes, with a $600 million cap on the purchases.
Notes issued: $300 million 4.450% due 2029, $700 million 4.900% due 2030 and $1.0 billion 5.650% due 2035
Net proceeds of about $1.99 billion, before estimated offering expenses
Term loan credit agreement repaid in full on December 4, 2025
2027 notes tender offer subject to a $600 million cap and a proration factor of about 56%; $614,370,000 principal to be accepted on the Early Settlement Date of December 8, 2025
Baxter International entered into Amendment No. 1 on November 25, 2025, to its amended and restated five-year credit agreement dated June 11, 2025. The amendment raises the maximum net leverage ratio the company must meet for the four fiscal quarters ending December 31, 2025 through September 30, 2026. The filing does not state the new ratio levels, and the change sets a looser borrowing limit for that period.
Amendment No. 1 is dated November 25, 2025, and amends the credit agreement dated June 11, 2025.
The maximum net leverage ratio is increased for the quarters ending December 31, 2025, March 30, 2026, June 30, 2026, and September 30, 2026.
JPMorgan Chase Bank, N.A. is administrative agent; the full text is filed as Exhibit 10.1.
Baxter International said Executive Vice President and Group President, Pharmaceuticals Alok Sonig notified the company on November 5, 2025, that he will resign effective December 1, 2025, to join a company in the healthcare industry. The filing does not name a successor or describe the reasons beyond the new role, so shareholders will need later disclosures to judge how the departure affects the pharmaceuticals business.
Alok Sonig gave notice of resignation on November 5, 2025.
His resignation as Executive Vice President and Group President, Pharmaceuticals takes effect December 1, 2025.
He is leaving to join a company in the healthcare industry; the filing does not name that company.
Baxter reported third-quarter 2025 sales from continuing operations of $2.84 billion, up 5% on a reported basis, and adjusted diluted EPS of $0.69, up 41% from a year earlier. U.S. GAAP results were a loss, driven by $172 million of income tax expense, and the company set full-year 2025 adjusted EPS guidance of $2.35 to $2.40 while Andrew Hider joined as president and CEO.
Q3 sales from continuing operations were $2.84 billion, up 5% reported and 2% operational; U.S. sales declined 1% operationally
U.S. GAAP net loss from continuing operations was $51 million, or $0.10 per diluted share, including $172 million of income tax expense
Full-year 2025 adjusted EPS guidance is $2.35 to $2.40; fourth-quarter guidance is $0.52 to $0.57
Baxter International said Executive Vice President and Chief Operating Officer Heather Knight will resign effective October 29, 2025, to join a healthcare company, and she also leaves her interim role leading Medical Products and Therapies. CEO Andrew Hider will take over that interim group president role, and the company will have no COO after the transition date. The filing gives no financial figures, but the loss of a COO and the added duties for the CEO are leadership changes shareholders may want to watch.
Heather Knight resigns as EVP and COO, effective October 29, 2025, to join a healthcare industry company
Knight also steps down as interim group president of Medical Products and Therapies on the same date
CEO Andrew Hider will assume the interim MPT group president role
After October 29, 2025, Baxter will no longer have a chief operating officer
Baxter reported second-quarter 2025 sales from continuing operations of $2.81 billion, up 4% on a reported basis and 1% on an operational basis, which the company said was in line with its prior guidance. Adjusted diluted EPS from continuing operations rose 28% to $0.59, while U.S. GAAP diluted EPS from continuing operations was $0.24. The company also updated its full-year 2025 adjusted EPS guidance to $2.42 to $2.52.
Q2 2025 sales from continuing operations of $2.81 billion, up 4% reported and 1% operational
Adjusted diluted EPS from continuing operations of $0.59, up 28% from the prior year; GAAP diluted EPS from continuing operations of $0.24
Full-year 2025 adjusted EPS from continuing operations guidance of $2.42 to $2.52; third-quarter guidance of $0.58 to $0.62
Andrew Hider's appointment as president and CEO was previously announced July 7, 2025, with a start date by Sept. 3, 2025
Baxter International appointed Andrew Hider, CEO of ATS Corporation since 2017, as president and chief executive officer and a director, effective on the earlier of September 3, 2025 or a date the company and Hider agree, subject to his existing contractual obligations. Brent Shafer, interim CEO and chair since February 2025, will move to non-executive chair and rejoin two board committees as an independent director. The filing discloses Hider's pay package, including a $1,350,000 base salary, a 150% target bonus and a $14,000,000 annual long-term incentive target value.
Hider's effective date is the earlier of September 3, 2025 or a date agreed with Baxter, subject to his current employer obligations
Base salary of $1,350,000 with a target annual bonus of 150% of salary and a $14,000,000 LTI target value
One-time sign-on package includes a $1,000,000 cash payment and a $4,000,000 supplemental equity award, plus a $5,750,000 RSU and $2,750,000 PSU make-whole award
Board size increases to eleven directors to accommodate Hider's appointment
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