DEF 14A of Baxter International Inc, Mar 23, 2026

DEF 14A of Baxter International Inc

Filed Mar 23, 2026 · FY20250001628280-26-020330

Open on EDGAR

  1. exercises

    | 2025 Option Exercises and Stock Vested | 72 | | 2025 Nonqualified Deferred Compensation Plan | 72 | | Potential Payments Upon Termination or Following a Change in Control | 74 | | CEO Pay Ratio | 80 | | Pay Versus Performance Disclosure | 81 | | Option Award Disclosure | 86 | | Audit Matters | 87 | | Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for 2026 | 87 | | Audit Committee Report | 88 | | Audit and Non-Audit Fees | 89 | | Pre-Approval of Audit and Permissible Non-Audit Fees | 89 | | Ownership of Baxter Stock | 90 | | Security Ownership by Directors and Executive Officers | 90 | | Security Ownership by Certain Beneficial Owners | 91 | | Delinquent Section 16(a) Reports | 92 | | Proposal 4 - Approval of the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan | 93 | | Proposal 5 - Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Amend Board Size | 105 | | General Information | 107 | | Other Information | 110 | | Appendix A | A-1 |

  2. Overview of Director Nominees

    Overview of Director Nominees

  3. Overview of Director Nominees

    | NAME1 PRIMARY OCCUPATION | AGE | DIRECTOR SINCE | INDEPENDENT Y/N | KEY ATTRIBUTES AND SKILLS | A | CHC | NCGPP | QRC | | William A. Ampofo II Senior Vice President, Parts & Distribution Services and Supply Chain, Boeing Global Services, Boeing Company | 52 | 2023 | Y | •Deep operational expertise and strong track record as a supply chain leader •Significant experience driving transformation and enabling strategic transactions at multinational companies | | | | = | | Jeffrey A. Craig Former Chief Executive Officer and President, Meritor, Inc. | 65 | 2024 | Y | •Significant financial expertise, including as Chief Financial Officer at Meritor, Inc. •Meaningful leadership, risk management and operational experience | = | < | | | | Andrew P. Hider President and Chief Executive Officer | 49 | 2025 | N | •Strong track record of disciplined execution and innovation •Meaningful experience leading global organizations and driving strategic transactions | | | | | | Michael R. McDonnell Former Executive Vice President and Chief Financial Officer of Biogen Inc. | 62 | 2026 | Y | •Significant financial expertise and corporate leadership experience, including in business transformation, complex refinancing and capital structure optimization, financial management, accounting principles and practices and capital markets transactions •Meaningful management experience in the global healthcare industry | < | | | | | Patricia B. Morrison Former Executive Vice President, Customer Support Services & Chief Information Officer, Cardinal Health, Inc. | 66 | 2019 | Y | •Significant experience in information technology (IT) and cybersecurity at global healthcare companies •Meaningful human capital management experience | < | | = | | | Nancy M. Schlichting Former President and Chief Executive Officer, Henry Ford Health System | 71 | 2021 | Y | •Significant experience in healthcare administration in senior-level executive roles with health care providers •Meaningful human capital management experience | | = | | < | | Brent Shafer ▲ Former Chair and Chief Executive Officer, Cerner Corporation | 68 | 2022 | Y | •Significant experience leading global organizations, including as Chair and Chief Executive Officer of Cerner Corporation •Strong digital health capabilities and experience transforming complex organizations | | | < | | | Amy A. Wendell Former Senior Vice President of Strategy and Business Development, Covidien plc | 65 | 2019 | Y | •Extensive experience in business development and strategy in the healthcare industry, including significant mergers & acquisitions and integration experience •Expertise in portfolio management and resource allocation decision making | | < | | < | | David S. Wilkes, M.D. Former Dean of University of Virginia School of Medicine, Chief Scientific Officer and Co- Founder, ImmuneWorks, Inc. | 69 | 2021 | Y | •Significant scientific and medical experience, including as the co-founder and chief scientific officer of a biotechnology start-up •Extensive experience leading large, complex organizations, including as a former dean of a large medical school | | | < | < |

  4. Overview of Director Nominees

    | = | Committee Chair | ▲ | Independent Chair of the Board | NCGPP | Nominating, Corporate Governance and Public Policy Committee | | < | Committee Member | A | Audit Committee | QRC | Quality and Regulatory Compliance Committee | | | | CHC | Compensation and Human Capital Committee | | |

  5. Overview of Director Nominees

    1.Directors standing for election on May 5, 2026. Committee assignments and ages reflected in this chart generally speak as of March 13, 2026; provided, that Mr. Ampofo’s appointment as the chair of the QRC Committee will become effective in May 2026 in connection with Dr. Stephen Oesterle’s retirement from the Board.

  6. Overview of Director Nominees

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 3 |

  7. Overview of Director Nominees

    | Proxy Statement Highlights | Table of Contents |

  8. Nominees for Election as Directors

    Nominees for Election as Directors

  9. Nominees for Election as Directors

    | | | | | | | William A. Ampofo II | 52 | Independent Director | | | | Senior Vice President, Parts & Distribution Services and Supply Chain, Boeing Global Services Boeing Company | Director Since 2023 | Independent Yes | | | Board Committees Quality and Regulatory Compliance (Chair, effective in May 2026) | | | | | Current Other Public Company Directorships •N/A | Prior Company Directorships (within past five years) •N/A | | | Professional Experience Boeing Company, a leading global aerospace company •Senior Vice President, Parts & Distribution and Supply Chain (2022 to present) •Chair, Supply Chain Operations Council (2022 to 2025) •Vice President, Supply Chain (2019 to 2022) •Vice President, Business Aviation, General Aviation & OEM Services (2017 to 2019) •Senior Vice President Global Operations and Supply Chain, Aviall (a Boeing company) (2016 to 2017) United Technologies Corporation, a multinational conglomerate with aerospace and defense product offerings (among others) that merged with Raytheon Company •Vice President, Supply Chain Commodity & Cost Management (2015 to 2016) •Vice President, Business Process Management (2013 to 2015) •Director, Global General Procurement (2011 to 2013) | | | | | Skills and Experiences Supporting Nomination •Quality, Regulatory and Compliance - Obtained extensive experience delivering high-quality service offerings and overseeing quality management while serving in roles of increasing responsibility at Boeing Company (Boeing) and United Technologies Corporation (United Technologies). Serves on Baxter's Quality and Regulatory Compliance Committee and will start serving as the committee's chair in May 2026. •Financial Expertise / Risk Management - Gained meaningful finance and risk management experience working in various roles with responsibilities related to, and oversight of, corporate strategy at Boeing and United Technologies. •Manufacturing and R&D - Deep operational expertise and strong track record as a seasoned supply chain leader. Extensive experience leading global supply chain businesses as a result of his service at Boeing and United Technologies, including in his role as Chair, Supply Chain Operations Council and in his current role as Senior Vice President, Parts & Distribution Services and Supply Chain at Boeing. •M&A / Transactional - Distinguished career driving transformation and enabling strategic transactions at multinational companies, including Boeing and United Technologies. At both companies he gained deep operational expertise and obtained significant experience working in roles of increasing responsibility related to operations and corporate strategy. Provided oversight support as a member of Baxter's former Operating Committee. •International - Significant experience leading complex, global organizations as a result of his role as Chair, Supply Chain Operations Council and in his current role as Senior Vice President, Parts & Distribution Services and Supply Chain function at Boeing. •Other Sector Leadership - Held senior leadership roles of large, multinational companies outside of the medical technology space, including Boeing and United Technologies. | | | |

  10. Nominees for Election as Directors

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 15 |

  11. Nominees for Election as Directors

    | Nominees for Election as Directors | Table of Contents |

  12. Nominees for Election as Directors

    | | | | | | | Jeffrey A. Craig | 65 | Independent Director | | | | Former Chief Executive Officer and President Meritor, Inc. | Director Since 2024 | Independent Yes | | | Board Committees Audit (Chair); Compensation and Human Capital | | | | | Current Other Public Company Directorships •Arcosa, Inc. •Hyliion Holdings Corp. | Prior Company Directorships (within past five years) •Meritor, Inc. | | | Professional Experience Meritor, Inc., a global supplier for commercial vehicle manufacturers •Chief Executive Officer and President (2015 to 2021) •President and Chief Operating Officer (2014 to 2015) •Senior Vice President and President of Commercial Truck & Industrial (2013 to 2014) •Senior Vice President and Chief Financial Officer (2009 to 2013) General Motors Acceptance Corporation, a financial services company •President and CEO of Commercial Finance (2001 to 2006) •President and CEO of Business Credit Division (1999 to 2001) Spent 15 years at Deloitte & Touche LLP, including five years as an audit partner. | | | | | Skills and Experiences Supporting Nomination •Financial Expertise / Risk Management - Extensive experience during his tenure as an audit partner at Deloitte & Touche and through his service as Chief Financial Officer at Meritor, Inc. (Meritor) and leadership positions, with roles of increasing responsibility, at General Motors Acceptance Corporation (GMAC). Currently serves as the chair of the audit committees of Arcosa, Inc. (Arcosa), a manufacturer and provider of infrastructure-related products and solutions for the construction, energy, and transportation markets, and Baxter. •Manufacturing and R&D - Significant experience in global manufacturing and research and development operations while serving in various leadership roles at Meritor and GMAC, including as Chief Executive Officer and Chief Operating Officer at Meritor. •Cyber / IT - Gained meaningful experience while serving on the audit committee of Arcosa, which oversees the company's information technology cybersecurity risks, and Baxter, which provides oversight with respect to significant cyber incidents. •M&A / Transactional - Developed deep operational, risk management and strategic expertise while serving in various executive positions at Meritor, including Chief Executive Officer and Chief Operating Officer. •International - Served in various leadership roles and large, global companies, including Meritor and GMAC, and serves on the boards of directors of global companies, including Arcosa and Hyliion Holdings Corp (Hyliion). •Human Capital Management - Gained significant experience in talent and leadership development and employee engagement efforts while serving in a wide array of senior leadership roles at large companies, including at Meritor and GMAC. Serves on Baxter's Compensation and Human Capital Committee. •Other Sector Leadership - Has held various senior leadership roles and on the boards of directors of large, global companies, including Meritor and GMAC, and currently serves as the Chair of the Board of Hyliion, a developer and seller of power generation systems. | | | |

  13. Nominees for Election as Directors

    | 16 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  14. Nominees for Election as Directors

    | Table of Contents | Nominees for Election as Directors |

  15. Nominees for Election as Directors

    | | | | | | | Andrew P. Hider | 49 | Executive Director | | | | President and Chief Executive Officer Baxter International Inc. | Director Since 2025 | Independent No | | | Board Committees N/A | | | | | Current Other Public Company Directorships •Tennant Company | Prior Company Directorships (within past five years) •ATS Corporation | | | Professional Experience Baxter International, Inc. •President and Chief Executive Officer (2025 to present) ATS Corporation, a global automation solutions technology company •Chief Executive Officer (2017 to 2025) Taylor Made Group, LLC, a global supplier of products and systems for marine, transportation, agriculture, and construction markets •Chief Executive Officer and President (2016 to 2017) Danaher Corporation, a global life sciences and diagnostics company •President, Veeder-Root (2014 to 2016) •President, XOS (2013 to 2014) •Vice President and General Manager, Anderson Group (2010 to 2013) •General Manager and Director, Dover (2006 to 2010) Held various finance and other management positions with General Electric Company from 2000 to 2006, culminating in President / General Manager for Tri-Remanufacturing, GE Aircraft Engines. | | | | | Skills and Experiences Supporting Nomination •Financial Expertise / Risk Management - Obtained risk management and financial experience while serving as the Chief Executive Officer of ATS Corporation (ATS), Taylor Made Group LLC (Taylor Made) and most recently at Baxter, having previously served in finance positions at General Electric Company (GE). Currently serves on the audit committee of Tennant Company (Tennant), a global designer, manufacturer and marketer of cleaning solutions. •Manufacturing and R&D - Gained extensive operations, global manufacturing, global sales, research and development and innovation experience while serving as Chief Executive Officer of Baxter, ATS and Taylor Made and while serving in a number of senior leadership roles at Danaher Corporation (Danaher). •M&A / Transactional - Strong track record in disciplined execution and in driving strategic transactions, business growth and operational performance in a variety of complex business environments. Obtained significant experience while serving in leadership positions at ATS, Taylor Made and Danaher. •International - Has over 25 years of cross-industry experience and global expertise. Meaningful experience leading global, diversified organizations, including serving as Chief Executive Officer of Baxter, ATS and Taylor Made. Also serves on the board of directors of Tennant. •Human Capital Management - Significant experience in leadership development, employee engagement and human capital matters from his leadership roles at Baxter, ATS, Taylor Made and Danaher. •Other Sector Leadership - Served as the Chief Executive Officer of ATS and Taylor Made and also currently serves on the board of directors of Tennant. | | | |

  16. Nominees for Election as Directors

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 17 |

  17. Nominees for Election as Directors

    | Nominees for Election as Directors | Table of Contents |

  18. Nominees for Election as Directors

    | | | | | | | Michael R. McDonnell | 62 | Independent Director | | | | Former Executive Vice President and Chief Financial Officer Biogen Inc. | Director Since 2026 | Independent Yes | | | Board Committees Audit Committee | | | | | Current Other Public Company Directorships •Merit Medical Systems, Inc. | Prior Company Directorships (within past five years) •N/A | | | Professional Experience Biogen Inc., a global biotechnology company •Executive Vice President and Chief Financial Officer (2020 to 2025) IQVIA Holdings Inc., a global provider of advanced analytics, technology solutions and contract research services •Executive Vice President and Chief Financial Officer (2016 to 2020) •Executive Vice President and Chief Financial Officer, Quintiles Transnational Corporation (merged with IQVIA Holdings Inc. in 2016) (2015 to 2016) Intelsat S.A., a global provider of satellite services •Executive Vice President and Chief Financial Officer (2008 to 2015) MCG Capital Corporation, a commercial finance company •Executive Vice President, Chief Operating Officer and Chief Financial Officer (2006 to 2008) •Executive Vice President and Chief Financial Officer (2004 to 2006) EchoStar Communications Corporation (doing business as DISH Network Corporation), a satellite television operator •Executive Vice President and Chief Financial Officer (2004) •Senior Vice President and Chief Financial Officer (2000 to 2004) Spent 14 years at PricewaterhouseCoopers LLP, including four years as a partner. | | | | | Skills and Experiences Supporting Nomination •Healthcare Marketing / Delivery - Gained broad industry experience across global biopharmaceuticals and healthcare technology while serving in executive roles at Biogen Inc. (Biogen) and IQVIA Holdings Inc. (IQVIA). Gained industry experience as a member of the board of directors of Merit Medical Systems, Inc. (Merit), a global manufacturer and marketer of proprietary medical devices used in interventional, diagnostic and therapeutic procedures. •Financial Expertise / Risk Management - A seasoned financial executive with more than 35 years of experience providing financial and accounting advice and oversight to companies across multiple sectors. Gained valuable experience in business transformation, complex refinancing and capital structure optimization, financial management, accounting principles and practices and capital market transactions through his tenure as partner at PricewaterhouseCoopers LLP (PwC) and as Chief Financial Officer at Biogen, IQVIA, Intelsat S.A. (Intelsat), MCG Capital Corporation (MCG) and EchoStar Communications Corporation (EchoStar). Serves as the chair of Merit's Audit Committee, a member of Merit's Finance & Operating Committee and a member of Baxter’s Audit Committee. •M&A / Transactional - Obtained significant strategic expertise and experience overseeing mergers and acquisitions and capital funding transactions while serving as the Chief Financial Officer of various complex, global companies. Led multiple enterprise-level transformations and strategic restructuring initiatives. Gained experience overseeing financial transactions while serving on the Audit and Finance & Operating Committees of Merit. •International - Served as an executive officer at several global companies, including Biogen, IQVIA and Intelsat and on the board of directors of Merit. •Human Capital Management - Extensive experience in talent and leadership development and employee engagement efforts while serving as an executive officer at large companies, including Biogen, IQVIA, Intelsat, MCG and EchoStar. •Other Sector Leadership - Has held executive officer roles at large, global companies, in various industries, including the biotechnology, life sciences, telecommunications and financial services industries. | | | |

  19. Nominees for Election as Directors

    | 18 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  20. Nominees for Election as Directors

    | Table of Contents | Nominees for Election as Directors |

  21. Nominees for Election as Directors

    | | | | | | | Patricia B. Morrison | 66 | Independent Director | | | | Former Executive Vice President, Customer Support Services & Chief Information Officer Cardinal Health, Inc. | Director Since 2019 | Independent Yes | | | Board Committees Audit; Nominating, Corporate Governance and Public Policy (Chair) | | | | | Current Other Public Company Directorships •Amerant Bancorp Inc. | Prior Company Directorships (within past five years) •Splunk, Inc. •Virtusa Corporation | | | Professional Experience Cardinal Health, Inc., a global, integrated healthcare services and products company •Executive Vice President, Customer Support Services and Chief Information Officer (2009 to 2018) Mainstay Partners, a technology advisory firm •Chief Executive Officer (2008 to 2009) Previously served as Chief Information Officer (CIO) of both Motorola, Inc. and Office Depot, Inc. and held senior-level information technology (IT) positions at General Electric Company, PepsiCo, Inc., The Procter & Gamble Company and The Quaker Oats Company. | | | | | Skills and Experiences Supporting Nomination •Healthcare Marketing / Delivery - Gained industry experience while serving as Executive Vice President, Customer Support Services and Chief Information Officer at Cardinal Health, Inc. (Cardinal), where she led global technology operations and customer support functions. •Financial Expertise / Risk Management - Extensive experience across diverse global industries overseeing strategic, operational and financial aspects of IT as a result of her experience leading the IT function at large, multinational organizations and while serving as Chief Executive Officer of Mainstay Partners. Serves on the audit committees of Amerant Bancorp Inc. (Amerant), a publicly traded financial institution, and Baxter. •Cyber / IT - Seasoned information technology executive with experience at multiple Fortune 500 companies, including Cardinal and Motorola, Inc. (Motorola). Gained deep knowledge of cybersecurity, digital transformation and global IT master planning while serving in leadership roles at Motorola, Office Depot, Inc. (Office Depot), PepsiCo (Pepsi), and General Electric (GE). Was named the 2007 CIO of the Year by the Executive's Club of Chicago and the Association of Information Technology Professionals. She was also inducted to the CIO Magazine Hall of Fame in 2008. Serves on the Audit Committee of Baxter, which provides oversight with respect to significant cyber incidents. Provided oversight support with respect to IT matters as a member of Baxter's former Operating Committee. •International - Served in leadership positions at multiple multinational companies, including Cardinal, Motorola, Office Depot, Pepsi and GE. •Human Capital Management - Gained significant experience overseeing human capital matters as a result of serving in a number of senior leadership positions across an array of complex, global organizations, including Cardinal, Motorola, Office Depot, Pepsi and GE. •Other Sector Leadership - Served in IT leadership positions at a wide array of multinational companies in various industries, including Motorola, Office Depot, Pepsi and GE. Serves on the board of directors of Amerant. | | | |

  22. Nominees for Election as Directors

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 19 |

  23. Nominees for Election as Directors

    | Nominees for Election as Directors | Table of Contents |

  24. Nominees for Election as Directors

    | | | | | | | Nancy M. Schlichting | 71 | Independent Director | | | | Former President and Chief Executive Officer Henry Ford Health System | Director Since 2021 | Independent Yes | | | Board Committees Compensation and Human Capital (Chair); Quality and Regulatory Compliance | | | | | Current Other Public Company Directorships •Encompass Health Corporation | Prior Company Directorships (within past five years) •Hill-Rom Holdings, Inc. •Pear Therapeutics, Inc. •Walgreens Boots Alliance | | | Professional Experience Henry Ford Health System, a non-profit healthcare organization •President and Chief Executive Officer (2003 to 2017) •President and Chief Executive Officer of Henry Ford Hospital (2001 to 2003) •Executive Vice President and Chief Operating Officer (1999 to 2003) •Senior Vice President and Chief Administrative Officer (1998 to 1999) Prior to joining Henry Ford Health System in 1998, Ms. Schlichting served as the President of the Eastern Region of Catholic Health Initiatives, President and Chief Executive Officer of Riverside Methodist Hospitals and Executive Vice President and Chief Operating Officer of Akron City Hospital and Summa Health System. | | | | | Skills and Experiences Supporting Nomination •Healthcare Marketing / Delivery - Seasoned healthcare executive with extensive healthcare administration experience that spans more than 35 years. Served in various senior-level executive roles at Henry Ford Health System (HFHS), including as President and Chief Executive Officer, and in leadership roles at a number of hospitals and health systems. Served as a director of Hill-Rom Holdings, Inc.(Hillrom) before it was acquired by Baxter in 2021. Was honored as one of the 100 Most Influential People in Healthcare by Modern Healthcare magazine and named to the Top 25 Women in Healthcare. •Financial Expertise / Risk Management - Gained meaningful financial and risk management experience while serving as President and Chief Executive Officer of HFHS, during which she lead HFHS through a financial turnaround. •Quality, Regulatory and Compliance - Developed a deep insight of quality and patient safety matters while serving in various executive leadership roles at a number of hospitals and health systems. HFHS was the recipient of the 2011 Malcolm Baldrige National Quality Award under her leadership. She also is the Chair of the Compliance and Quality of Care Committee of Encompass Health Corporation (Encompass), an owner and operator of inpatient rehabilitation hospitals in the U.S. •M&A / Transactional - Obtained significant strategic experience while serving in various executive positions at HFHS where she was responsible for the strategic and operational performance of a leading integrated health system. •Human Capital Management - Led various human capital management initiatives while serving as President and Chief Executive Officer of HFHS. She serves as Chair of Baxter's Compensation and Human Capital Committee (helping to expand the Committee's areas of oversight responsibility to include human capital matters) and as a member of Encompass' Compensation and Human Capital Committee. She has also served as the chair of the compensation committees of Walgreens Boots Alliance, a formerly public, international pharmaceutical company, Pear Therapeutics, Inc., a digital therapeutics company, and Hill-Rom Holdings Inc., prior to its acquisition by Baxter in 2021. | | | |

  25. Nominees for Election as Directors

    | 20 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  26. Nominees for Election as Directors

    | Table of Contents | Nominees for Election as Directors |

  27. Nominees for Election as Directors

    | | | | | | | Brent Shafer | 68 | Non-Executive Chair | | | | Former Chair and Chief Executive Officer and President Cerner Corporation | Director Since 2022 | Independent Yes | | | Board Committees Nominating, Corporate Governance and Public Policy | | | | | Current Other Public Company Directorships •Tactile Systems Technology, Inc. •Veracyte, Inc. | Prior Company Directorships (within past five years) •N/A | | | Professional Experience Baxter International Inc. •Interim Chief Executive Officer and Executive Chair of the Board (February 2025 to August 2025) Cerner Corporation, a leading provider of various health information technologies •Senior Advisor (2021 to 2022) •Chair and Chief Executive Officer (2018 to 2021) Philips Healthcare, a health technology company •Chief Executive Officer of Philips North America (2014 to 2018) •Chief Executive Officer of Philips Home Healthcare Solution business (2010 to 2014) •Chief Executive Officer of the North America region for Royal Philips Electronics (2009 to 2010) •President and Chief Executive Officer of the Healthcare Sales and Service business for Philips North America (2005 to 2010) Also held senior roles at Hillrom, GE Medical Systems, Hewlett Packard’s Medical Products Group, and Johnson & Johnson. | | | | | Skills and Experiences Supporting Nomination •Healthcare Marketing / Delivery - Veteran healthcare industry leader with over 40 years of experience in health information technology, medical devices, healthcare solutions and other related industries. •Financial Expertise / Risk Management - Gained meaningful financial and risk management experience as the Chair and Chief Executive Officer of Cerner Corporation (Cerner). Currently serves as a member of the audit committee of Tactile Systems Technology, Inc. and former Baxter Audit Committee member. •Manufacturing and R&D - Significant experience overseeing global manufacturing and research and development operations (including global supply chain) while serving as Chair and Chief Executive Officer of Cerner, in various leadership roles at Philips Healthcare (Philips) and in other senior management roles at other global medical device companies. •M&A / Transactional - Extensive experience transforming complex, global corporations (including the build out of digital health capabilities) during his tenure as Chair and Chief Executive Officer at Cerner and key roles at Philips and in other senior management roles at other medical device companies (including Hillrom). •International - Served in senior leadership roles at various complex, global companies, including Cerner, Philips, GE Medical Systems, Hewlett Packard’s Medical Products Group, and Johnson & Johnson. Serves on the board of directors of Veracyte, Inc., a global diagnostics company. •Human Capital Management - Obtained significant experience in talent and leadership development and employee engagement efforts while serving in various senior leadership roles at large companies, including Cerner and Philips. Currently serves as a member of the compensation committee of Tactile Systems Technology, Inc. •Other Sector Leadership - Has held senior leadership roles and on the boards of directors of large, global and complex companies, including Cerner, a global leading technology firm. | | | |

  28. Nominees for Election as Directors

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 21 |

  29. Nominees for Election as Directors

    | Nominees for Election as Directors | Table of Contents |

  30. Nominees for Election as Directors

    | | | | | | | Amy A. Wendell | 65 | Independent Director | | | | Former Senior Vice President of Strategy and Business Development Covidien plc | Director Since 2019 | Independent Yes | | | Board Committees Compensation and Human Capital; Quality and Regulatory Compliance | | | | | Current Other Public Company Directorships •Axogen Inc. •Hologic, Inc. •Solventum Corporation | Prior Company Directorships (within past five years) •N/A | | | Professional Experience Perella Weinberg Partners L.P., a global financial services firm •Senior Advisor for the Healthcare Investment Banking Practice (2016 to 2019) McKinsey & Company, a management consulting firm •Senior Advisor for the Strategy and Corporate Finance Practice (2015 to 2018) •Transactions Advisory Board member (2015 to 2018) Covidien plc, a global healthcare company and manufacturer of medical devices and supplies •Senior Vice President of Strategy and Business Development and Licensing (2006 to 2015) •From 1986 to 2015, held roles of increasing responsibility (including at its predecessors Tyco International plc and Kendall Healthcare Products Company) from engineering to product management and business development. | | | | | Skills and Experiences Supporting Nomination •Healthcare Marketing / Delivery - Over 30 years of experience serving in various strategic leadership roles in the healthcare industry, including service as a senior advisor for Parella Weinberg Partners L.P.'s (Perella) Healthcare Investment Banking Practice and in numerous roles of increasing responsibility at Covidien plc (Covidien), including Senior Vice President of Strategy and Business Development and Licensing. Also serves as a member of multiple boards at healthcare and medical device companies, including Axogen Inc. (Axogen), Hologic Inc. (Hologic) and Solventum Corporation (Solventum). •Quality and Regulatory Compliance - Gained meaningful experience while serving in various roles of increasing responsibility at Covidien, including in roles with product development and licensing and distribution responsibilities and oversight. Serves on the Baxter's Quality and Regulatory Compliance Committee and Solventum's Science, Technology and Quality Committee. •Financial Expertise / Risk Management - Significant experience in financial valuation, resource allocation and portfolio optimization through senior advisor roles at Parella and McKinsey & Company (McKinsey). Serves on Axogen's Audit Committee. •Manufacturing and R&D - Obtained extensive experience in research and development operations while serving in various roles at Covidien, including as Senior Vice President of Strategy and Business Development and Licensing and other roles where she had product development and engineering oversight responsibilities. •M&A / Transactional - Deep expertise in mergers and acquisitions, divestitures, strategic transitions and identifying new market opportunities. As Senior Vice President of Strategy and Business Development and Licensing at Covidien, she managed all business development, including acquisitions, equity investments, divestitures and licensing and distribution, and led Covidien’s strategy and portfolio management initiatives. She has also guided multiple public and private companies undergoing significant transitions in her senior advisor roles at Parella and McKinsey. Provided oversight support as a member of Baxter's former Operating Committee. •International - Served as an executive at Senior Vice President of Strategy and Business Development and Licensing at Covidien and in senior strategy roles at global healthcare and medical device companies. She also serves on the boards of directors of global companies, including Axogen, Hologic and Solventum. •Other Sector Leadership - Served in a senior advisory role to public and private companies outside of the medical technologies space at McKinsey. | | | |

  31. Nominees for Election as Directors

    | 22 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  32. Nominees for Election as Directors

    | Table of Contents | Nominees for Election as Directors |

  33. Nominees for Election as Directors

    | | | | | | | David S. Wilkes, M.D. | 69 | Independent Director | | | | Former Dean of University of Virginia School of Medicine | Director Since 2021 | Independent Yes | | | Board Committees Nominating, Corporate Governance and Public Policy; Quality and Regulatory Compliance | | | | | Current Other Public Company Directorships •N/A | Prior Company Directorships (within past five years) •Syneos Health | | | Professional Experience ImmuneWorks Inc., a biotechnology start-up company •Co-Founder and Chief Scientific Officer (2006 to present) University of Virginia School of Medicine •Dean Emeritus (2021 to present) •Dean (2015 to 2021) Indiana University School of Medicine •Executive Associate Director for Research Affairs (2009 to 2015) •August M. Watanabe Professor of Medical Research (2009 to 2015) Since 2006, Dr. Wilkes has served as the National Director of the Harold Amos Medical Faculty Development Program of the Robert Wood Johnson Foundation. Dr. Wilkes is a military veteran, having served three years as a major in the U.S. Air Force Medical Corps. | | | | | Skills and Experiences Supporting Nomination •Healthcare Marketing / Delivery - Extensive experience with, and medical and scientific expertise and knowledge of, the healthcare industry and its providers as a result of his positions with the University of Virginia School of Medicine and the Indiana University School of Medicine, as well as related leadership experience, including in connection with in forming and advising ImmuneWorks Inc. (ImmuneWorks). In 2020, he was elected to the National Academy of Medicine. •Quality, Regulatory and Compliance - Distinguished critical care specialist and pulmonary medicine expert with over 35 years of experience in academia, research and institutional leadership. Gained meaningful experience as a result of his positions with the University of Virginia School of Medicine and the Indiana University School of Medicine as well as his experience as Co-Founder and Chief Scientific Officer at ImmuneWorks. Deep knowledge of patient safety and product quality. Serves in Baxter's Quality and Regulatory Compliance Committee. •Human Capital Management - Extensive experience leading large, complex organizations, including as a former dean of a large medical school and as the National Director of the Harold Amos Medical Faculty Development Program of the Robert Wood Johnson Foundation. •Other Sector Leadership - Serves as the Co-Founder and Chief Scientific Officer of ImmuneWorks. Served as the Dean of the University of Virginia School of Medicine, where he currently serves as the Dean Emeritus. | | | |

  34. Nominees for Election as Directors

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 23 |

  35. Nominees for Election as Directors

    | Board of Directors | Table of Contents |

  36. Board of Directors

    Board of Directors Director Independence Our Corporate Governance Guidelines, as most recently amended in February 2026, require that the Board be composed of a majority of directors who meet the criteria for “independence” established by the rules of the New York Stock Exchange (NYSE). To be considered independent, the Board must affirmatively determine that the director does not have any direct or indirect material relationship with Baxter (either directly or as a partner, stockholder or officer of an organization that has a relationship with Baxter) and, solely with regard to CHC Committee members, consider all relevant factors that could impair his or her ability to make independent judgments about executive compensation. In making its independence determinations, the Board considers transactions, relationships and arrangements between Baxter and entities with which its directors are associated as a partner, stockholder or officer or in which they have other material relationships. When these transactions, relationships and arrangements have existed, they are reviewed in accordance with our Corporate Governance Guidelines, as described in below in “—Board Responsibilities—Certain Relationships and Related Person Transactions”. After careful consideration, the Board has determined that each of the following directors standing for election satisfy our independence standards and the NYSE listing standards for independence: William A. Ampofo II; Jeffrey A. Craig; Michael R. McDonnell; Patricia B. Morrison; Nancy M. Schlichting; Brent Shafer; Amy A. Wendell; and David S. Wilkes, M.D. In addition, the Board previously determined that each of the following former directors or ones who will not stand for reelection satisfied our independence standards and the NYSE listing standards for independence: Stephen N. Oesterle, M.D., Stephen H. Rusckowski; and Cathy R. Smith.

  37. Board of Directors

    | Director Attendance In 2025, the Board held 11 meetings. Each director attended at least 75% of the total number of Board meetings and meetings of the committees on which he or she served as of the related meeting date. Our Corporate Governance Guidelines set forth our expectation that each director regularly attend meetings of the Board and the committees on which he or she serves as well as the annual meeting of stockholders. In 2025, all of the directors then in office participated in the 2025 annual meeting. Director Tenure, Refreshment and Composition The Board recognizes the importance of periodic refreshment and maintaining an appropriate balance of tenure, experience and perspectives. Through thoughtful refreshment, the Board has maintained an appropriate mix of new and longer-tenured directors and onboarded new directors consistent with Baxter's evolving strategic and operational direction. This mix provides the Board with the benefit of both new perspectives and insights from directors who are familiar with Baxter's organization, strategic priorities and the issues confronting Baxter. To enable appropriate refreshment, the NCGPP Committee and the Board regularly evaluate Baxter’s evolving needs and add new skills, qualifications and experience to the Board as necessary so that the Board remains well positioned to help address emerging risks, trends and opportunities. Notably, as a result of this process, three of our current independent directors have been appointed to the Board over the last three years. Our Corporate Governance Guidelines also provide that a director who has, or will have, reached the age of 75 as of the date of the upcoming annual meeting must retire from the Board effective at the end of his or her then current term, subject to certain exceptions (such as during a CEO succession or during a material merger, acquisition or disposition). In May 2026, Dr. Stephen Oesterle will retire from the Board pursuant to the mandatory retirement age policy and the Board size will be reduced to nine directors. The Board has not granted any waivers with respect to this mandatory retirement age since its most recent adoption in 2018. | Each director attended at least | | | 75% | | | of the total number of Board and Committee meetings in 2025 | | | Average Director Age* | | | 63 | | | years | | | Average Director Tenure* | | | 3.6 | | | years | | | * Applicable to director nominees |

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  39. Board of Directors

    | Table of Contents | Board of Directors |

  40. Board of Directors

    The Board believes that having directors with a robust set of skills, backgrounds, viewpoints, perspectives and experiences positively contributes to fulsome discussions at Board meetings and helps guide oversight of Baxter’s long-term strategy. Although the Board does not have a formal diversity policy, diversity of background, global perspectives, skills and experience are relevant factors in the director selection process consistent with our Corporate Governance Guidelines and the Board’s efforts to identify the best candidates for Board service and to maintain a Board with a complementary set of experiences and backgrounds that is well suited to fulfill its oversight responsibilities specific to Baxter. Additionally, as discussed below, the Board conducts an annual assessment of itself and its committees to help identify potential gaps or areas that the Board may look to augment in light of Baxter's business and strategies. Director Qualifications As discussed below in “—Nomination of Directors”, directors are selected on the basis of the criteria set forth in our Corporate Governance Guidelines. The Board believes that the skills, experiences, expertise and knowledge collectively represented by our director nominees allow the Board to continue to lead Baxter in a manner that serves the best interests of our stockholders. Key attributes, experience and skills for each of our director nominees are included above in their biographies and under “Proxy Statement Highlights—Board Qualifications, Experiences and Backgrounds”. Director Overboarding The Board values the experience directors bring from other boards on which they serve but recognizes that those boards may also present demands on a director’s time and availability and may present potential conflicts of interest. Our Corporate Governance Guidelines limit the maximum number of public company boards of directors on which a director may serve to two (inclusive of the Board) for directors who are employed full-time or four (inclusive of the Board) for all other directors. Any director who is no longer in compliance with these limitations is required to make good faith efforts to reduce the number of public company boards on which he or she serves in order to comply prior to the time he or she is eligible to be nominated for reelection. Directors are required to notify the Chair of the Board and the chair of the NCGPP Committee prior to accepting any invitation to serve on the board, audit committee or compensation committee of any other public or private company or to serve in a leadership role on the board or a board committee of any other public or private company (including the chair or lead independent director of any board or chair of a board committee). This prior notice allows the Board to consider whether the proposed service will interfere with the director’s service on the Board, impact the director’s independence or create an actual or apparent conflict of interest or other issues. Further, the NCGPP Committee annually evaluates each director's time commitments in connection with the annual nomination of directors, including service on other public company boards and committee memberships, as well as other significant commitments involving affiliations with other for-profit businesses, non-profit entities or regulatory agencies or governmental units. As of March 13, 2026, all of our directors were in compliance with Baxter’s overboarding policy. Nomination of Directors The NCGPP Committee considers candidates for director to the Board recommended by stockholders, members of the Board and management in accordance with the policies outlined in our Bylaws, Corporate Governance Guidelines and the NCGPP Committee Charter. Additionally, in 2025, the Board retained an independent search firm to assist it in identifying and evaluating potential director candidates, which resulted in the appointment of Michael McDonnell. The NCGPP Committee evaluates all candidates for director in the same manner regardless of the source of the recommendation. Stockholder recommendations for candidates for director must include the same information required by our Bylaws for director nominations by stockholders and must be sent to the Corporate Secretary, Baxter International Inc., One Baxter Parkway, Deerfield, Illinois 60015. Our Corporate Governance Guidelines provide that director nominees selected by the NCGPP Committee must: •possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility; •have a genuine interest in the company and recognition that, as a member of the Board, each director is accountable to all of our stockholders, not to any particular interest group; •have a background that demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business, governmental or educational organization; •be or have been in a senior position in a complex organization such as a corporation, university or major unit of government or a large not-for-profit institution;

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  42. Board of Directors

    | Board of Directors | Table of Contents |

  43. Board of Directors

    •have no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to the company and our stockholders; •have the ability and be willing to spend the time required to function effectively as a director; •be compatible and able to work well with other directors and executives in a team effort with a view to a long-term relationship with the company as a director; and •have independent opinions and be willing to state them in a constructive manner. If a vacancy occurs or is expected to occur on the Board for any reason and the Board desires to fill the position, the Board initiates a process to identify potential candidates, such as by engaging an independent search firm. Once a candidate has been identified, the NCGPP Committee (on behalf of the Board) and, where applicable, the independent search firm will engage in a process that includes an examination of the candidate's business background and education, research on the individual’s accomplishments and qualifications, interviews and reference checking. If this process generates a positive indication, the Chair of the Board and members of the NCGPP Committee will meet with the candidate and then confer with each other regarding the candidate. After consideration of these background screens and interviews (possibly with multiple candidates), the NCGPP Committee may then recommend the individual to the full Board for further evaluation and ultimately election. Subject to formal action by the Board, the Chair of the Board is then authorized to extend an offer to the individual candidate to join the Board on a specified date or communicate to the candidate their nomination for election at the next annual meeting of stockholders. In addition to making recommendations to the Board, eligible stockholders are able to nominate a candidate for election to the Board by complying with the proxy access or advance notice procedures set forth in our Bylaws and by complying with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (Exchange Act). For more information about these processes, see “Other Information—Nominations of Individuals for Election as Directors at the 2027 Annual Meeting”. Director Orientation and Continuing Education The NCGPP Committee is responsible for ensuring that new directors receive an effective orientation to Baxter. The director orientation program is designed to familiarize new directors with Baxter's businesses and strategic actions, key policies and practices, management structure and auditing and compliance processes. In addition, the NCGPP Committee regularly monitors director continuing education participation to help it assess the overall skill set of the Board. Director education is vital to the ability of directors to fulfill their roles. The Board encourages directors to participate in external continuing director education programs, and we fund and reimburse directors for related expenses. Portions of certain Board and committee meetings are devoted to educational topics led by senior management or outside subject matter experts. During 2025, the Board received training or related background materials from outside advisers and management on numerous subjects, including those related to evolving artificial intelligence, digital and sustainability regulations and the Board's fiduciary duties. Annual Board and Committee Evaluation Each year, the NCGPP Committee oversees a review of the structure and composition of the Board and each committee thereof. This review is conducted to help ensure that the Board and each Board committee continues to function effectively in light of Baxter's strategic objectives, operations, Corporate Governance Guidelines and each committee’s charter. The NCGPP Committee periodically retains one or more external advisors to assist in the oversight of this annual review process. As part of this process (whether conducted as a self-assessment or with the assistance of an external advisor), each independent director provides his or her views on the performance and effectiveness of the Board and the committees on which he or she serves. Each independent director is also asked to provide commentary on, and any suggested revisions to, our Corporate Governance Guidelines and the charters for the committees on which he or she serves. The Board and each committee reviews and discusses the collective feedback from this process. The NCGPP Committee and Board also identify any potential skill or experience gaps or other potential changes, including by rotating existing directors off the Board or refreshing committee assignments or responsibilities. The NCGPP Committee also utilizes the results of the Board evaluation process to support efforts to recruit new directors, including Michael McDonnell. Communicating with the Board of Directors Stockholders and other interested parties may contact any of our directors, including the Chair of the Board or the non-management directors as a group, by sending a letter to Baxter Board of Directors, c/o Corporate Secretary, Baxter International Inc., One Baxter Parkway, Deerfield, Illinois 60015, or by sending an e-mail to boardofdirectors@baxter.com. Our Corporate Secretary will forward communications directly to the Chair of the Board, as appropriate, unless a different director is specified. See “—Other Corporate Governance Information—Stockholder Engagement” below for a discussion of our stockholder outreach efforts.

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  45. Board of Directors

    | Table of Contents | Other Corporate Governance Information |

  46. Committees of the Board

    | Director Compensation | Table of Contents |

  47. Director Compensation

    Director Compensation Non-employee directors are compensated for their service under Baxter's non-employee director compensation plan with cash compensation and equity awards of fully vested Baxter shares. Our director compensation program utilizes equity awards in order to further align the interests of directors with those of our stockholders. Beginning on January 1, 2025, the annual cash retainer for the Board was increased, certain committee chair cash retainers were increased, committee meeting fees were eliminated, and the Non-Executive Chair of the Board fee was added (in lieu of the Lead Independent Director fee) as further described below. These changes were made by the Board consistent with the recommendations of the CHC Committee and the independent compensation consultant. They are intended to better align our director compensation program with market practice. Non-employee director compensation is reviewed annually utilizing market data and analyses provided by the CHC Committee’s independent compensation consultant. Cash Compensation In 2025, the annual cash retainer for the Board was raised to $120,000 from $100,000, and committee meeting fees were eliminated. Further, in 2025, market competitive adjustments were made to the retainers of the chairs of the QRC and NCGPP Committees, which each increased to $20,000. The cash retainer for the Audit Committee chair and the CHC Committee chair remained unchanged from 2024 at $25,000 and $20,000, respectively. Further, in connection with Mr. Shafer's appointment as Non-Executive Chair of the Board in August 2025, the Board approved a $150,000 annual cash retainer for Non-Executive Chair of the Board. Directors did not receive additional compensation for each Board meeting attended. Any director that joins the Board during the year is paid his or her retainer on a pro rata basis. In addition, in February 2025, both the Operating Committee and CEO Search Working Group were established in connection with the ongoing CEO transition. The chairs of each group were paid a stipend upon the completion of certain events, as discussed in the footnotes to the table below. See “—Committees of the Board” and "—Board Responsibilities—Management Succession Planning" for additional information on the Operating Committee and CEO Search Working Group, respectively.

  48. Director Compensation

    | CASH COMPENSATION | 2025 ($) | | Annual Cash Retainer | 120,000 | | Committee Meeting Fee (Per Meeting) | — | | Non-Executive Chair of the Board Cash Retainer | 150,000 | | Lead Independent Director Cash Retainer1 | 50,000 | | Committee Chair Cash Retainers: | | | Audit Committee Chair | 25,000 | | CHC Committee Chair | 20,000 | | QRC Committee Chair | 20,000 | | NCGPP Committee Chair | 20,000 | | Operating Committee Chair2 | 20,000 | | CEO Search Working Group Chair3 | 10,000 |

  49. Director Compensation

    1.The Lead Independent Director cash retainer was replaced with the Non-Executive Chair of the Board cash retainer in August 2025. 2.The chair of the Operating Committee received a stipend as of January 2026, upon the dissolution of the Operating Committee in January 2026. 3.The chair of the CEO Search Working Group was paid a stipend as of August 2025, upon Andrew Hider's appointment. Non-employee directors are eligible to participate in a deferred compensation plan that allows for the deferral of all or any portion of cash payments until their Board service ends. The plan provides participants with a select subset of investment elections available to all eligible employees under our U.S. tax-qualified Section 401(k) plan (401(k) Plan).

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  51. Director Compensation

    | Table of Contents | Director Compensation |

  52. Director Compensation

    Equity Grant For 2025, the value of each non-employee director’s annual equity grant was $215,000. One hundred percent (100%) of this grant was made in fully vested Baxter shares on the date of the 2025 annual meeting to non-employee directors then in office. Any non-employee director that joins the Board during the year is paid a pro rata portion of the equity grant from the prior annual meeting. All equity awards are subject to a six-month forfeiture period in the event the director stops serving on the Board during that period (other than as a result of death, disability or qualifying retirement). Each non-employee director can elect to defer receipt of all of his or her fully vested stock awards under the deferred compensation plan each year until the director stops serving on the Board. Other Director Compensation Directors are eligible to participate in the Baxter International Foundation matching gift program, under which our Foundation matches gifts made by employees and directors to eligible non-profit organizations. The maximum gift total for a director participant in the program is $20,000 in any calendar year. Baxter’s Stock Ownership Guidelines for Directors; Prohibitions on Trading Our stock ownership guidelines provide that after five years of Board service, each director is expected to hold common stock equal to five times the annual cash Board retainer provided to directors. As of December 31, 2025, all directors who have served on the Board for at least five years were in compliance with these guidelines. Our stock ownership guidelines were amended in 2025. See "Executive Compensation—Compensation Discussion and Analysis—Additional Compensation Governance—Stock Ownership Guidelines for Executive Officers" for additional detail regarding these amendments. Pursuant to our Securities Trading Policy, our directors are prohibited from engaging in short-term trading activities (including hedging) and option transactions in Baxter stock. As a result, directors cannot enter into any “put” or “call” options or otherwise buy or sell derivatives on any Baxter stock. Additionally, it is our policy not to permit directors to pledge Baxter securities as collateral for loans or otherwise as a security interest.

  53. Director Compensation

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  54. Director Compensation

    | Director Compensation | Table of Contents |

  55. Director Compensation

    Director Compensation Table The following table provides information on 2025 compensation for non-employee directors who served during any portion of 2025. Messrs. Hider, Shafer and Almeida did not receive additional compensation for their service on the Board while serving as Chief Executive Officers in 2025. Any compensation paid to each in the role as Chief Executive Officer is reflected in the 2025 Summary Compensation Table set forth below in “Executive Compensation—Executive Compensation Tables”.

  56. Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($)1 | STOCK AWARDS ($)2 | ALL OTHER COMPENSATION ($)3 | TOTAL ($) | | William A. Ampofo II | 120,000 | 214,987 | 2,449 | 337,436 | | Jeffrey A. Craig | 145,000 | 214,987 | — | 359,987 | | Patricia B. Morrison | 120,000 | 214,987 | 26,598 | 361,585 | | Stephen N. Oesterle | 140,000 | 214,987 | 19,500 | 374,487 | | Stephen H. Rusckowski4 | 120,000 | 214,987 | 20,000 | 354,987 | | Nancy M. Schlichting5 | 169,166 | 214,987 | 9,412 | 393,565 | | Brent Shafer6 | 109,646 | — | — | 109,646 | | Cathy R. Smith7 | 150,000 | 214,987 | — | 364,987 | | Amy A. Wendell | 120,000 | 214,987 | 20,000 | 354,987 | | David S. Wilkes | 120,000 | 214,987 | 31,861 | 366,848 |

  57. Director Compensation

    1.Consists of the amounts described above under “—Cash Compensation” above. 2.The amounts shown in this column are valued based on the grant date fair value of the underlying fully vested Baxter share awards computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (FASB ASC Topic 718). For more information on how these amounts are calculated, please see Note 8 to the Consolidated Financial Statements included in the 2025 Form 10-K. The following non-employee directors were granted 7,183 fully vested shares in May 2025: Mr. Ampofo, Mr. Craig, Ms. Morrison, Dr. Oesterle, Mr. Rusckowski, Ms. Schlichting, Ms. Smith, Ms. Wendell, and Dr. Wilkes. As of December 31, 2025, each non-employee director, as set forth above, had the following number of stock options outstanding, all of which were fully vested as of such date: Mr. Ampofo 0; Mr. Craig 0; Ms. Morrison 0; Dr. Oesterle 1,060; Mr. Rusckowski 0; Ms. Schlichting 0; Mr. Shafer 0; Ms. Smith 17,868; Ms. Wendell 17,116; and Dr. Wilkes 0. As of December 31, 2025, each non-employee director, as set forth above, had the following number of deferred RSUs, including accrued dividend equivalent units: Mr. Ampofo 7,279; Mr. Craig 0; Ms. Morrison 13,477; Dr. Oesterle 0; Mr. Rusckowski 0; Ms. Schlichting 14,062; Mr. Shafer 0; Ms. Smith 0; Ms. Wendell 0; and Dr. Wilkes 21,341. 3.The amounts in this column include matching gift contributions made by Baxter’s charitable foundation as of March 1, 2026 on qualifying charitable donations made by the following directors in 2025: Ms. Morrison $20,000; Dr. Oesterle $19,500; Mr. Rusckowski $20,000; Ms. Wendell $20,000; and Dr. Wilkes $20,000. All other amounts in this column include the dividend equivalent unit payments made in 2025 on previously deferred RSUs pursuant to the deferred compensation plan: Mr. Ampofo $2,449; Ms. Morrison $6,598; Ms. Schlichting $9,412; and Dr. Wilkes $11,861. 4.Mr. Rusckowski's stipend for his service as Operating Committee Chair is not included in the above table as he was compensated on January 7, 2026. 5.Ms. Schlichting received a prorated retainer for her service as Lead Independent Director in 2025. She served as Lead Independent Director from February 3, 2025 until Mr. Shafer's appointment as Non-Executive Chair of the Board on August 19, 2025. 6.Mr. Shafer received a prorated retainer for his service as Lead Independent Director and as Non-Executive Chair of the Board in 2025. He served as Lead Independent Director from January 1, 2025 until his appointment as Executive Chair and Interim CEO on February 3, 2025 (which appointment expired on August 19, 2025, in connection with Mr. Hider’s appointment as President and CEO). Mr. Shafer was not eligible to receive annual Board equity grant, as he was serving as Interim CEO at the time of eligibility. Mr. Shafer was appointed as Non-Executive Chair of the Board on August 19, 2025. 7.Ms. Smith received a $10,000 stipend as of August 2025 for her service as CEO Search Working Group Chair.

  58. Director Compensation

    | 38 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  59. Executive Summary

    | $11,283M | Adjusted Net Sales | $2.27 | Adjusted EPS | $438M | Free Cash Flow | | Adjusted Net Sales From Continuing Operations of $11,283 million, which was 97.6% of the annual incentive target of $11,560 million | | Adjusted EPS From Continuing Operations of $2.27, which was 85.8% of the annual incentive target of $2.65 | | Free Cash Flow From Continuing Operations of $438 million, which was 44.5% of the annual incentive target of $985 million | |

  60. Executive Summary

    See “—Structure of Executive Compensation Program—2025 Annual Incentive Design” below for an overview of our 2025 annual incentive plan and “—Elements of Executive Compensation—Determination of 2025 Annual Incentive Plan Payouts” for a description of Adjusted Net Sales from Continuing Operations, Adjusted EPS from Continuing Operations and Free Cash Flow From Continuing Operations (including a description of adjustments from the closest GAAP measures to derive these amounts). A comparison of the performance of Baxter’s common stock against certain of our peers over the past three and five years provides other perspectives on our overall performance. The TSR for Baxter for the three-year period totaled approximately (60%), as compared to 86% for the S&P 500 Composite Index and 20% for the S&P 500 Health Care Index over the same period. For the five-year period, the TSR for Baxter totaled approximately (74%), as compared to 96% for the S&P 500 Composite Index and 48% for the S&P 500 Health Care Index over the same period. These results reflect periods of softness in our stock price performance, driven in part by challenged financial performance, reflecting the impact of various macroeconomic and operational challenges. In January 2023, we began a series of strategic actions intended to strengthen our long-term performance profile, including the divestiture of two businesses (BioPharma Solutions and Kidney Care), which reduced near-term earnings. While we are continuing work to further simplify and streamline our operations, optimize our portfolio and enhance our forecasting capabilities, we believe we are better positioned to execute against our strategic priorities, improve operating performance, and create long-term value for stockholders.

  61. Executive Summary

    | | OBJECTIVE | TYPE | PERFORMANCE PERIOD | PERFORMANCE CRITERIA1 | | PERFORMANCE | | BASE SALARY (CASH) | Provides a base level of competitive compensation to attract and retain executive talent | Fixed | Ongoing | The CHC Committee takes into account individual and business performance amongst many other factors | | As a result of challenging performance, only two NEOs received salary increases: Mr. Grade, to align his salary closer to market median, and Ms. Soriano in connection with her promotion to Group President, ITT & Pharma | | ANNUAL INCENTIVE (CASH) | Used to motivate and reward executives for company and individual performance | 100% Performance Based | One Year | Adjusted Net Sales (50%)X | Individual Performance Assessment Modifier (0%-125%) | Payouts between 52% and 61% of target, tied to business and individual performance | | | | | | Adjusted EPS (25%) | | | | | | | | Free Cash Flow (25%) | | | | LONG TERM INCENTIVE (STOCK) | Used to motivate and reward an executive's contributions to achieving our long-term objectives and increasing stockholder value | •50% PSUs | Three-Year Cliff Vesting | Adjusted ROIC (50%)X | Relative TSR Modifier (80%, 100% or 120% applied) | PSU payout for cycle ending in 2025 was 57% of target | | | | | | Adjusted Net Sales CAGR (50%) | | | | | | •25% Stock Options •25% RSUs | Vest Ratably, Over a Three-Year Period | Stock Options and RSUs are at-risk compensation elements, as the value fluctuates based on our stock price. No value is realized from Stock Options unless the stock price appreciates above the grant price. | | |

  62. Structure of Executive Compensation Program

    Our Process The CHC Committee (for NEOs other than the CEO) or the independent members of the Board (for the CEO) determines base salaries, annual incentive targets, target annual LTI grant values and overall compensation using competitive compensation data from the annual total compensation study of the compensation peer group, performed by Aon, the CHC Committee's independent compensation consultant, to inform related decision making. The CHC Committee’s evaluation incorporates informed judgment and input from the CEO, who reviews other executives’ performance and provides recommendations. In each case, the CHC Committee uses multiple reference points and applies judgment and discretion, considering not only competitive market data but also factors such as: •company, business, and individual performance, •scope of responsibility, •critical needs and skill sets, •leadership potential, and •succession planning The CHC Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Rather, it uses multiple reference points when establishing targeted compensation levels. The same set of factors influences the establishment of base salaries, annual incentive targets, and target annual LTI grant values, helping to ensure a consistent and comprehensive approach to executive compensation decisions. Peer Group and Use of Peer Group Data With input from its independent compensation consultant, Aon, the CHC Committee annually reviews the compensation peer group to determine the appropriate companies to include. In its review, the CHC Committee considers companies with all of the following factors for objectivity: •Publicly-traded, US-based companies, with a focus on healthcare equipment, services and supplies and life sciences tools and services indices. •Revenues and market capitalization within a reasonable range of Baxter’s revenue and market capitalization. •List us as a peer, are in our peer group as selected by a proxy advisory firm or are prevalent peers of our peer group selected by a proxy advisory firm. The CHC Committee also evaluates the compensation programs of other companies which, while not in the peer set, have similar characteristics of Baxter’s business model, complexity and sophistication. Based on this review, the CHC Committee determined that the existing companies represent a reasonable group of comparators from a market competitiveness and financial stakeholder perspective and thus no changes were made for the 2025 compensation peer group. For 2025, the compensation peer group is as follows:

  63. Structure of Executive Compensation Program

    | What Baxter Does Not Do | | | | Provide tax gross-ups in the event of a change in control. Taxes in the event of a change in control are each NEO’s sole responsibility. | | | Re-price or exchange of underwater stock options. We do not re-price outstanding stock options, whether vested or unvested, without prior stockholder approval. | | | Pay dividend equivalent units (DEUs) on unvested RSUs or PSUs. DEUs on RSUs and PSUs in the form of additional shares are paid only upon the vesting of the underlying RSUs and PSUs with the number of DEUs for PSUs based on actual company performance. | | | Offer excessive perquisites. Executives are eligible for a very limited number of perquisites that generally meet criteria for efficiency, personal health and safety. In 2025, we further reduced perquisites by ending our former CEO’s personal-use aircraft allotment and terminating the related agreement. |

  64. Structure of Executive Compensation Program

    2025 Annual Incentive Design The 2025 annual incentive payout was calculated using the following formula:

  65. Structure of Executive Compensation Program

    Financial Metrics. The three applicable financial performance metrics remained unchanged from 2024 to 2025 and included Adjusted Net Sales (50% weighting), Adjusted EPS (25% weighting) and Free Cash Flow (25% weighting). Both the Adjusted Net Sales and Free Cash Flow metrics are also included in the annual incentive plans for the eligible broader employee population. We placed greater emphasis on Adjusted Net Sales (which is weighted at 50%) as compared to the other metrics to recognize the criticality of continuing organic sales growth. The weightings for Adjusted EPS and Free Cash Flow continued to be equally weighted for 2025 (at 25% each), as the two metrics remain important measures of our operational strategy used by stockholders to assess Baxter’s financial performance. For 2025, these measures are referred to as Adjusted Net Sales From Continuing Operations, Adjusted EPS From Continuing Operations and Free Cash Flow From Continuing Operations in this proxy statement. Performance goals for 2025 were established in the context of our portfolio and operating plan for the year. Following completion of the sale of our Kidney Care business, our reported financial statements reflect discontinued operations treatment. To preserve comparability between established targets and actual results, the CHC Committee evaluated performance using definitions that align with how the 2025 targets were set and communicated internally. This approach was intended to avoid windfalls or penalties solely from accounting presentation changes following the divestiture. Individual Performance Assessment Modifier. For 2025, and after Mr. Hider's arrival in the interest of giving him the opportunity to provide his perspective, the CHC Committee selected (i) People and (ii) Quality as the two categories for the individual modifier for certain senior leaders, including the NEOs, each with an equal 50% weight. These measures reflect the consideration by the CHC Committee and Mr. Hider of the most important metrics on which to focus for 2025. The CHC Committee believes that these categories are most important to supplement senior management's annual financial goals to promote disciplined focus on a number of key measures (including manager effectiveness, engagement and regulatory actions) and drive further accountability. For more information on the two categories for the individual modifier used for 2025, see "—Elements of Executive Compensation—Determination of 2025 Annual Incentive Plan Payouts— Individual Performance". Performance Curve. The sale of our Kidney Care business (which informed determinations for the 2024 plan year) closed in early 2025. As such, the CHC Committee approved returning to a more rigorous Free Cash Flow performance curve for 2025 given the expectation for reduced variability for this metric (now that the transaction has been completed). The curve used for 2025 performance assessment is the same that was in effect for the 2023 plan year. The Adjusted EPS and Adjusted Net Sales performance curves are aligned with that of our peers and were unchanged for 2025. For all metrics, 100% achievement would have resulted in target payout. The CHC Committee reviews these curves each year, taking into account unique circumstances when making these determinations.

  66. Structure of Executive Compensation Program

    Independent Board members review the CEO’s performance annually and determine any adjustments to base salary, annual incentive, and long-term equity awards. This process, supported by the independent, Non-Executive Chair of the Board and the NCGPP and CHC Committees, evaluates the CEO’s achievement of established goals and oversees the goal-setting and review process. For 2025 financial and individual performance metric results for each NEO, see “—Elements of Executive Compensation—Determination of 2025 Annual Incentive Plan Payouts” below. 2025 Annual Equity Design LTI grants are a significant component of each NEO’s compensation package. In 2025, 80% of the total target direct compensation provided to our current CEO and an average of 64% of the total target direct compensation provided to all other continuing NEOs was LTI-based. The emphasis on LTI grants motivates executives to drive our long-term performance and aligns their long-term interests with those of stockholders. This alignment is furthered by requiring executive officers to satisfy the stock ownership guidelines discussed in the section below “—Additional Compensation Governance—Stock Ownership Guidelines for Executive Officers”. In 2025, the CHC Committee approved returning to the annual equity grant mix in use for 2023, which consists of 50% PSUs, 25% stock options and 25% RSUs. A weighting of 50% for PSUs reflects our pay-for-performance philosophy. PSU Design. In 2025 (having completed the sale of our former Kidney Care business), the CHC Committee approved returning to its prior practice of including internal financial metrics in the PSU design. Performance for the PSUs granted in 2024 is measured solely based on relative TSR versus the S&P 500 Healthcare Equipment & Services Index due to the complexity in setting three-year financial PSU targets to accurately reflect performance before and after the sale of our Kidney Care business. The 2024 and 2025 PSU design is set forth in the table below:

  67. Structure of Executive Compensation Program

    | 2024 PSU DESIGN | | 2025 PSU DESIGN | | | METRIC TYPE: | BASE: | FINANCIAL (BASE): | MODIFIER: | | Metric(s) (Weighting): | Relative TSR vs. S&P 500 Healthcare Equipment & Services Index (100%) | Adjusted ROIC (50%) | Relative TSR against the TSR performance of the companies in the S&P 500 Healthcare Equipment & Services Index: •Above 75th results in 120% modifier1 •Between 25th and 75th results in 100% modifier •Below 25th results in 80% modifier | | | | Adjusted Net Sales CAGR (50%) | | | Measurement2: | Three-year performance period | Three-year performance period | |

  68. Structure of Executive Compensation Program

    1.Actual payout for 2025 PSUs cannot exceed 200% of target. 2.Performance periods for 2024 PSUs and 2025 PSUs run from January 1, 2024 through December 31, 2026 and January 1, 2025 through December 31, 2027, respectively. When dividends are paid on Baxter’s common stock, DEUs accrue on unvested PSUs during the performance period and are paid out upon vesting of such PSUs based on the number of shares actually earned. Payout ranges for PSUs earned for Adjusted Net Sales CAGR and Adjusted ROIC are outlined below. Payout for performance between the ranges is based on linear interpolation and performance below threshold results in a 0% payout. Adjusted ROIC and Adjusted Net Sales CAGR performance goals applicable to the 2025 PSUs were set by the CHC Committee to be challenging but achievable with strong performance.

  69. Structure of Executive Compensation Program

    | PAYOUT RANGE (ADJUSTED NET SALES CAGR/ADJUSTED ROIC) | PAYOUT AS A % OF TARGET | | Maximum | 200% of Target | | Target | 100% of Target | | Threshold | 50% of Target | | Below Threshold | 0% of Target |

  70. Structure of Executive Compensation Program

    All 2025 RSUs and stock options that are part of regular annual LTI equity grants are scheduled to vest ratably over a three-year period, starting on the first anniversary of the grant date. 2025 PSUs vest after the CHC Committee certification following the completion of the applicable performance period (January 1, 2025 through December 31, 2027). See “—Elements of Executive Compensation—Long-Term Incentive Plan—2025 Annual LTI Grants” for additional detail on Baxter’s 2025 PSU grants and see “—Elements of Executive Compensation—Long-Term Incentive Plan—2023–2025 PSU Performance” for additional detail on PSU performance, including targets and performance ranges.

  71. Elements of Executive Compensation

    1.Mr. Hider joined Baxter in August 2025 and his annual base salary remained unchanged from his hire date through the end of 2025. 2.2025 base salaries for Messrs. Almeida and Sonig and Ms. Knight are as of their respective departure dates in 2025. 3.Mr. Shafer's annual base salary remained unchanged during his time as Interim CEO from February 2025 to August 2025. He is now compensated as an independent director and our Non-Executive Chair of the Board pursuant to the Non-Employee Director Compensation Plan and discussed below in "—Employment Arrangements, Executive Severance Plan and Change in Control Agreements".

  72. Elements of Executive Compensation

    Annual Incentive Plan 2025 Annual Incentive Target Awards NEOs’ annual incentive target awards are set within a competitive range for our compensation peer group (as set annually by the CHC Committee). The 2025 annual incentive target for each participating NEO is outlined below. As described below, Messrs. Almeida and Shafer were not eligible to participate in the annual incentive plan for 2025. The target annual incentive did not change for the duration of 2025 for Messrs. Hider, Grade, Rasul and Rosenbloom. In connection with her promotion to Group President, ITT and Pharmaceuticals in December 2025, Ms. Soriano received an increase in her annual incentive target for 2025 from 75% to 80%. Ms. Knight and Mr. Sonig forfeited their annual incentive opportunities in connection with their departures from Baxter.

  73. Elements of Executive Compensation

    | NEO | 2025 TARGET ANNUAL INCENTIVE AS A % OF BASE SALARY | | Mr. Hider | 150 | | Mr. Grade | 100 | | Ms. Knight | 110 | | Mr. Rasul | 100 | | Mr. Rosenbloom | 85 | | Mr. Sonig | 100 | | Ms. Soriano | 80 |

  74. Elements of Executive Compensation

    Determination of 2025 Annual Incentive Plan Payouts Financial Performance. The tables below provide Adjusted Net Sales From Continuing Operations, Adjusted EPS From Continuing Operations and Free Cash Flow From Continuing Operations targets for 2025, as well as actual results for each applicable NEO. The payout for performance in between the payout ranges is based on linear interpolation. Given related segment oversight responsibilities, the performance for each of Mr. Rasul and Ms. Soriano was measured on the Adjusted Net Sales From Continuing Operations for his or her respective segment (which reflect budgeted exchange rates). The Adjusted Net Sales From Continuing Operations metric for each of Messrs. Hider, Grade and Rosenbloom are based on overall Baxter results to recognize their enterprise-wide responsibilities. Performance for all NEOs still employed by Baxter, with the exception of Ms. Soriano, was measured on overall Baxter results for Adjusted EPS From Continuing Operations and Free Cash Flow From Continuing Operations metrics. Given that Ms. Soriano was not in her current role until December 2025, her results were measured on 25% Medical Products and Therapies (MPT) Adjusted Operating Income (which reflects budgeted exchange rates) results rather than on 25% Adjusted EPS From Continuing Operations. As further described below in footnote 5 to the following tables, Free Cash Flow From Continuing Operations for Ms. Soriano was measured on 75% MPT segment results and 25% on Baxter results. See "—Individual Performance" below for final payout percentages and amounts.

  75. Elements of Executive Compensation

    1.Level of achievement used to determine annual incentive payouts may not foot due to rounding. 2.Adjusted Net Sales From Continuing Operations is calculated as our reported net sales (determined in accordance with GAAP) using budgeted exchange rates as of January 1, 2025. Baxter Adjusted Net Sales From Continuing Operations, Medical Products & Therapies Adjusted Net Sales From Continuing Operations, Healthcare Systems & Technologies Adjusted Net Sales From Continuing Operations, Pharmaceuticals Adjusted Net Sales From Continuing Operations and Other Adjusted Net Sales From Continuing Operations totaled $11.3 billion, $5.3 billion, $3.1 billion, $2.5 billion, and $0.4 billion, respectively, for 2025. Baxter net sales from continuing operations, MPT net sales from continuing operations, Healthcare Systems & Technologies net sales from continuing operations, Pharmaceuticals net sales from continuing operations, and Other net sales from continuing operations as reported under GAAP for 2025 totaled $11.2 billion, $5.3 billion, $3.1 billion, $2.5 billion, and $0.4 billion, respectively. Totals may not foot due to rounding. We use net sales at budgeted exchange rates as a target under the 2025 annual incentive plan for the same reason that we provide sales guidance excluding the impact of foreign currency fluctuations and certain other items—that is, we believe it provides a better perspective on underlying sales growth. The use of budgeted exchange rates also allows us to evaluate final performance on the same foreign currency basis that was used for setting the target and establishing the budget. 3.Adjusted EPS From Continuing Operations is calculated as our diluted earnings per share (determined in accordance with GAAP) as adjusted for special items. GAAP EPS From Continuing Operations for 2025 totaled ($1.75) per share. Special items for 2025 totaled $1.9 billion (or $2.1 billion on an after-tax basis), or $4.02 per diluted share. These adjustments primarily related to goodwill and long-lived asset impairments, intangible asset amortization, business optimization items, separation-related costs, costs associated with European regulations (medical devices reporting regulations), Hurricane Helene costs, acquisition and integration costs related to its acquisition and integration of Hillrom, legal matters, product related reserves, investment impairments, gain on sale of long-lived asset, and gain on early extinguishment of debt and tax matters. 4.Free Cash Flow From Continuing Operations is calculated as our operating cash flow calculated in accordance with GAAP less capital expenditures. The company uses free cash flow (rather than operating cash flow) as it gives effect to our capital expenditures and better reflects the cash generated by the company that may be available for future investment. In 2025, the company’s operating cash flow from continuing operations was $951 million and the company incurred $513 million in capital expenditures from continuing operations. For purposes of the MPT portion of this calculation, this amount represents 2025 earnings before interest, taxes, depreciation and amortization for MPT with certain segment specific adjustments over the relevant period (including accounts receivable, inventory and capital expenditures). 5.Due to her December 2025 appointment, metrics for Ms. Soriano aligned to that of the broad-based employee population and included MPT Adjusted Operating Income (instead of Adjusted EPS From Continuing Operations) with a blend of 75% MPT results and 25% Baxter results for Free Cash Flow From Continuing Operations (as described above in Footnote 4). 6.Adjusted Operating Income From Continuing Operations is calculated as our operating income (determined in accordance with GAAP) using budgeted exchange rates as of January 1, 2025. MPT Adjusted Operating Income From Continuing Operations for 2025 was $993 million. MPT operating income from continuing operations was as reported under GAAP for 2025 was $970 million.

  76. Elements of Executive Compensation

    | CATEGORY | WEIGHTING | INITIAL PAYOUT | NOTABLE ITEMS1 | | People Metrics (Including Manager Effectiveness and Engagement Index) | 50% | 110% | •Both assessed metrics were achieved. | | Quality Metrics (Including "Right the First Time" and No New Regulatory Actions) | 50% | 90% | •While "Right the First Time" metric was achieved at target, there were two new regulatory actions for 2025. | | Final Weighted Payout as a % of Target for NEOs | | 100% | |

  77. Elements of Executive Compensation

    1.Reflects certain notable items in each category, which is not comprehensive of all related goals in each category. Taking into account both financial and individual performance, the table below outlines the 2025 annual incentive payout for each continuing NEO. Ms. Knight and Mr. Sonig forfeited their annual incentive opportunities in connection with their departures from Baxter. Messrs. Hider, Grade, Rasul and Rosenbloom each received individual performance assessments of 100% and Ms. Soriano received an individual performance assessment of 115% due to her 2025 performance.

  78. Elements of Executive Compensation

    | NEO | BASE SALARY ($) | TARGET ANNUAL INCENTIVE AS A % OF BASE SALARY (%) | TARGET ANNUAL INCENTIVE AMOUNT (PRORATED) ($) | WEIGHTED FINANCIAL PAYOUT (%) | INDIVIDUAL PERFORMANCE (STRATEGIC PRIORITIES ASSESSMENT) (%) | INDIVIDUAL PERFORMANCE ASSESSMENT (%) | TOTAL ANNUAL INCENTIVE PAYOUT ($) | TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET (%) | | Mr. Hider1 | 1,350,000 | 150 | 1,518,750 | 54 | 100 | 100 | 820,125 | 54 | | Mr. Grade | 850,000 | 100 | 850,000 | 54 | 100 | 100 | 459,000 | 54 | | Mr. Rasul | 800,000 | 100 | 800,000 | 61 | 100 | 100 | 488,000 | 61 | | Mr. Rosenbloom | 760,000 | 85 | 646,000 | 54 | 100 | 100 | 348,840 | 54 | | Ms. Soriano2 | 750,000 | 80 | 563,733 | 45 | 100 | 115 | 291,732 | 52 |

  79. Elements of Executive Compensation

    1.Pursuant to Mr. Hider's offer letter, his 2025 target annual incentive amount was prorated to be based on a fraction of three-fourths. 2.Pursuant to Ms. Soriano's offer letter, and in connection with her appointment as Group President, ITT and Pharmaceuticals, her actual total annual incentive target amount was prorated based on the number of days spent at each incentive target (353 days prior to her appointment at a target of 75% and 12 days after her appointment at a target of 80%).

  80. Elements of Executive Compensation

    Long-Term Incentive Plan 2025 Annual LTI Grants LTI Grant Structure. All NEOs with the exception of Messrs. Almeida, Hider and Shafer received regular annual LTI equity grants in March 2025. Certain off-cycle LTI grants were made to Messrs. Hider, Grade and Shafer and Ms. Soriano in 2025 as described in "—Elements of Executive Compensation—Transition and Retention Cash and Equity Awards". Annual LTI grant values are assessed annually to align with the competitive market for all individuals. Ms. Soriano's annual LTI equity grant was based on the target for her prior role. Any year-over-year differences in target annual LTI grant values are due to new roles or individual performance adjustments. See "—Structure of Executive Compensation Program—2025 Annual Equity Design" for more information on plan design.

  81. Elements of Executive Compensation

    | NEO1 | 2025 TARGET ANNUAL LTI GRANT VALUE2 ($) | # OF PSUS (50% OF TARGET ANNUAL LTI GRANT VALUE)3 | # OF RSUS (25% OF TARGET ANNUAL LTI GRANT VALUE)4 | # OF STOCK OPTIONS (25% OF TARGET ANNUAL LTI GRANT VALUE)5 | | Mr. Grade | 4,140,000 | 59,075 | 29,538 | 98,478 | | Ms. Knight6 | 5,000,000 | 71,347 | 35,674 | 118,934 | | Mr. Rasul | 3,675,000 | 52,440 | 26,220 | 87,417 | | Mr. Rosenbloom | 2,475,000 | 35,317 | 17,658 | 58,873 | | Mr. Sonig6 | 4,200,000 | 59,932 | 29,966 | 99,905 | | Ms. Soriano7 | 1,000,000 | 14,269 | 7,135 | 23,787 |

  82. Elements of Executive Compensation

    1.Messrs. Almeida, Hider and Shafer did not receive regular annual LTI equity grants in 2025. 2.The grant date for the 2025 annual LTI grants was March 6, 2025. 3.Reflects the target number of PSUs granted. The actual number of shares earned, if any, will be determined after the three-year performance period ending on December 31, 2027. The target number of PSUs is calculated based on the five-day average of Baxter’s closing share prices beginning two weeks before the grant date and ending one week prior to the grant date (Average Share Price). The target grant value attributable to the 2025 PSUs differs from the value disclosed in the 2025 Summary Compensation Table and the 2025 Grants of Plan-Based Awards table below, which use the accounting values including a Monte Carlo valuation for the Adjusted ROIC and Adjusted Net Sales CAGR PSUs to which the TSR modifier applies. 4.The number of RSUs is calculated based on the Average Share Price. 5.The number of stock options is calculated based on a Black-Scholes valuation incorporating the Average Share Price. 6.Ms. Knight's and Mr. Sonig's 2025 annual LTI grants were forfeited in connection with their 2025 departures. 7.Ms. Soriano's 2025 annual LTI grant was made prior to her promotion to Group President, ITT and Pharmaceuticals.

  83. Elements of Executive Compensation

    2023—2025 PSU Performance In February 2026, the CHC Committee certified the final results for PSU awards granted to certain NEOs on March 1, 2023 for the performance period of January 1, 2023 through December 31, 2025 (the 2023 PSUs). In setting the metrics for these grants, the CHC Committee took into account the following considerations: (i) Relative TSR recognizes the importance of maximizing stockholder return, (ii) Adjusted ROIC recognizes the importance of efficient use of invested capital to generate sustainable long-term value and (iii) Adjusted Net Sales CAGR recognizes the importance of sales growth over a longer period of time to reinforce stability and future growth. The payout for performance between the ranges is based on linear interpolation. Performance below threshold would result in a 0% payout for that performance metric, while performance at or above maximum would result in a 200% payout. The chart below details the applicable performance metrics, weightings, targets, certified performance results and payout as a percentage of target shares for the PSUs granted in March 2023, with a performance period of January 1, 2023 to December 31, 2025, which were calculated as follows:

  84. Elements of Executive Compensation

    | PERFORMANCE METRIC | WEIGHTING | THRESHOLD (50% PAYOUT) | TARGET (100% PAYOUT) | MAXIMUM (200% PAYOUT) | RESULT | PAYOUT AS A % OF TARGET | | Relative TSR against the TSR performance of the companies in the S&P 500 Healthcare Equipment & Services Index1 | 33-1/3% | 35th Percent Rank | 50th Percent Rank | 80th Percent Rank | 3rd Percent Rank | 0% | | Adjusted ROIC2 | 33-1/3% | 5.8% | 7.2% | 8.6% | 6.2% | 67% | | Adjusted Net Sales CAGR3 | 33-1/3% | 1.7% | 2.9% | 4.1% | 3.0% | 105% | | | | | | Weighted Payout as a % of Target | | 57% |

  85. Elements of Executive Compensation

    1.The TSR PSUs described in this section are measured for us and companies in the S&P 500 Healthcare Equipment & Services Index based on the following formula: average closing stock price over the last 20 consecutive trading days of the performance period end date (December 31, 2025) minus average closing stock price over the last 20 consecutive trading days immediately preceding the commencement of the performance period (January 1, 2023) plus reinvested dividends divided by average closing stock price over the last 20 consecutive trading days immediately preceding the commencement of the performance period. 2.Adjusted ROIC performance for purposes of this grant is calculated by first determining the annual Adjusted ROIC performance target for each of 2023, 2024 and 2025 and then determining the simple average Adjusted ROIC performance over the three-year performance period. Adjusted ROIC performance is measured by considering each applicable calendar year’s adjusted operating income less adjusted income tax expense, divided by average invested capital and adjusted for any business or asset acquisition or divestiture with annualized revenue of greater than $75 million at the time of the acquisition or divestiture. This amount was adjusted prospectively for the divestitures of our former BPS business in October 2023 and our former Kidney Care business in January 2025. 3.Adjusted Net Sales means “net sales” that is (i) computed on a constant currency basis using the average foreign exchange rates in each applicable jurisdiction for the calendar year immediately preceding the grant date and (ii) adjusted to exclude the revenue for any business or asset acquisition or divestiture with annualized revenue of greater than $75 million at the time of the acquisition or divestiture. Adjusted Net Sales CAGR performance for purposes of this grant is calculated by taking the Adjusted Net Sales for the last calendar year of the three-year performance period (or 2025) and comparing it against Adjusted Net Sales for 2022, the calendar year immediately preceding the grant date. This amount was adjusted to exclude BPS and Kidney Care related revenue for the periods following our divestiture of those businesses. See “—Elements of Executive Compensation—Long-Term Incentive Plan—2023–2025 PSU Performance” for additional detail on PSU performance, including targets and performance ranges.

  86. Elements of Executive Compensation

    Considering the performance disclosed above, the table below illustrates the target number of 2023 PSUs and final number of shares earned for each NEO eligible to receive PSUs at the time of grant.

  87. Elements of Executive Compensation

    | NEO | TARGET # OF 2023 PSUS | # OF SHARES EARNED1 | | Mr. Hider2 | NA | NA | | Mr. Almeida | 135,769 | 83,386 | | Mr. Shafer2 | NA | NA | | Mr. Grade | 50,378 | 30,505 | | Ms. Knight3 | 43,199 | 0 | | Mr. Rasul | 30,857 | 18,952 | | Mr. Rosenbloom | 27,771 | 17,056 | | Mr. Sonig3 | 30,857 | 0 | | Ms. Soriano | 3,703 | 2,274 |

  88. Elements of Executive Compensation

    1.Includes DEUs accrued during the performance period and paid out at the same earned payout percentage as the underlying PSUs. 2.Neither Mr. Hider nor Mr. Shafer were granted any 2023 PSUs. 3.Ms. Knight and Mr. Sonig forfeited their 2023 PSUs in connection with their 2025 departures.

  89. Elements of Executive Compensation

    Transition and Retention Cash and Equity Awards Below is a summary of compensation actions related to key leadership transitions that took place in 2025. All equity awards are subject to our stock ownership guidelines and clawback policies.

  90. Elements of Executive Compensation

    | NEO | TYPE | INTENDED/TARGET (ECONOMIC) VALUE | MIX | VESTING 1 | RATIONALE | | Current CEO - Mr. Hider | Transition | $12,833,333 | •50% PSUs •25% RSUs •25% Stock Options | •PSUs: 100% after three years •RSUs & Stock Options: One-third each year for three years | •Mix of performance-based and time-based award that represents the prorated portion of Mr. Hider's annual equity award target of $14,000,000 for 2025 based on his prior company's fiscal year schedule | | | | $4,000,000 (Supplemental) | PSUs | 100% after three years | •100% performance-based one-time supplemental sign on equity award of $4,000,000 to further strengthen and drive alignment with stockholders and the Baxter management team (the Supplemental Equity Award) •Target value was determined based on market review of awards granted to recently hired CEOs at organizations of similar size and in similar industries | | | | $5,750,000 (Make Whole) | RSUs | One-third each year for three years | •Mix of time-based and performance based one-time "Make Whole Awards" (consisting of $8,500,000 in the aggregate) that represents the unvested portion of certain equity awards from Mr. Hider's prior company | | | | $2,750,000 (Make Whole) | PSUs | 100% after three years | | | | | $1,000,000 | Lump Sum Cash Payment | NA (subject to clawback upon a resignation other than for good reason within 24 months of his start date) | •Along with the PSU portion of Mr. Hider's "Make Whole Award", this cash sign-on amount was intended to make up for compensation left behind at his prior company | | Interim CEO - Mr. Shafer | Transition | $2,500,000 | RSUs | Upon the effective date of Mr. Hider's hiring (August 19, 2025) | •The size and design of the equity award was based upon a market review and was intended to compensate him for his Interim CEO role | | Former CEO - Mr. Almeida | Transition | $6,890,000 | Lump Sum Payment | NA | •Payment made pursuant to Mr. Almeida's Transition Agreement, which is equivalent to what Mr. Almeida would have received had he been terminated without “Cause” under the provisions of his prior offer letter •Mr. Almeida ceased serving as Chair, President and CEO on February 3, 2025, at which time he started serving as a special advisor through October 31, 2025 | | Former CFO - Mr. Grade | Retention | $2,500,000 | RSUs | 100% after three years | •Mr. Grade was a critical leader throughout the CEO transition (which took place throughout most of 2025) and his contributions were critical to help ensure business continuity during this period and in connection with Mr. Hider's onboarding •In a highly competitive market, this retention measure is consistent with market practice and was determined by the CHC Committee to be necessary to mitigate retention concerns | | Group President, ITT & Pharma - Cecilia Soriano | Retention | $500,000 | RSUs | 100% after two years | •This award was granted to Ms. Soriano in her prior role to for stability in the wake of Ms. Knight's departure |

  91. Elements of Executive Compensation

    1.PSUs are subject to the achievement of the same performance goals as the 2025 PSUs.

  92. Elements of Executive Compensation

    In July 2025, Mr. Hider entered into an offer letter (Hider Offer Letter) governing the terms and conditions of his employment. The Hider Offer Letter provides that, in the event that his employment is terminated by the company without cause or by Mr. Hider for good reason, in each case, outside the context of his CIC Agreement (as defined below) he will be entitled to receive (i) cash severance equal to two times the sum of his base salary and target annual incentive, (ii) a lump sum cash payment equal to the employer cost of 18 months of the applicable group medical, dental or vision coverage, and (iii) with respect to terminations that occur on or after February 1 of the applicable calendar year, a prorated annual incentive payment based on actual company performance and target individual performance. Good Reason for termination outside the context of the CIC Agreement means the occurrence (without Mr. Hider's express written consent) of any one of the following (i) an adverse change by Baxter in his titles or reporting relationship, (ii) a material diminution by Baxter in his duties, responsibilities or authorities as contemplated by the Hider Offer Letter or as may be subsequently increased, (iii) a material reduction by Baxter in his annual base salary, annual incentive target or LTI target value, (iv) any relocation of his principal place of employment more than fifty (50) miles from his principal place of employment as contemplated by the Hider Offer Letter or (v) any failure by Baxter to pay material amounts due to him when due or any material breach of his agreement. The Hider Offer Letter also provided for the reimbursement of up to $75,000 in legal fees in connection with the negotiation of the Hider Offer Letter. In addition, with respect to the Supplemental Equity Award and the Make Whole Award, in the event of an involuntary termination without cause or termination with good reason outside of the context of a CIC agreement: (i) any outstanding and unvested RSUs will immediately vest on his date of termination and (ii) any PSUs will remain eligible to vest based on actual performance. For other U.S.-based executives, we generally execute an offer of employment before an executive joins Baxter and in some cases, a standard offer letter. The offer describes the basic terms of the executive’s employment, including his or her start date, title, annual base salary, annual incentive target and long-term incentive equity award target. Stock ownership guidelines and perquisites are also included, if applicable. Each current NEO, other than Mr. Hider, has entered into a standard offer letter with us, the material terms of which have been described herein (including with respect to annual salaries, target payouts under our annual incentive plan and target annual equity grants). We maintain an executive severance plan for all U.S.-based executives (other than the CEO) (Executive Severance Plan), including NEOs still employed by Baxter. If within 12 months of an executive’s termination of employment the executive violates any obligations under an employment agreement, restrictive covenant or similar agreement, or it is determined that the executive could have been terminated for cause, then the executive will be required to repay all amounts received and future payments will cease. In March 2026, each of Mr. Grade and Mr. Rasul entered into a separation agreement pursuant to which he is entitled to receive, subject to his compliance with the terms of the agreement, severance benefits in accordance with the qualifying termination provisions of the Executive Severance Plan. Each NEO still employed by Baxter is subject to an executive cash severance policy that limits cash severance benefits to 2.99 times the sum of the NEO’s base salary plus target annual bonus opportunity. Payments cannot exceed this threshold without prior stockholder ratification or approval. Additionally, as of December 31, 2025, each continuing NEO was a party to a change in control (CIC) agreement, which provides for certain severance payments if Baxter undergoes a CIC and the NEO ceases to be employed. Providing for payments in a CIC situation is consistent with market practice and helps align the interests of the NEOs with those of Baxter's stockholders by incentivizing them to remain focused on their responsibilities before, during and after the transaction without undue concern for their personal circumstances. For a more detailed discussion of these arrangements, please refer to the information under “—Executive Compensation Tables—Potential Payments Upon Termination or Following a Change in Control”.

  93. Additional Compensation Governance

    | EQUITY TYPE | INCLUDED | EXCLUDED | | Unexercised Stock Options (Vested or Unvested) | | < | | Shares retained from a stock option exercise | < | | | RSUs (Vested or Unvested or DEUs) | < | | | PSUs (Vested and Certified) | < | | | PSUs (Unvested) | | < | | Shares purchased through the Employee Stock Purchase Program | < | | | Shares purchased on the open market | < | |

  94. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows compensation provided to the NEOs for the years indicated below.

  95. 2025 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)1 | BONUS ($)2 | STOCK AWARDS ($)3 | OPTION AWARDS ($)4 | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)5 | ALL OTHER COMPENSATION ($)6 | TOTAL ($) | | Andrew Hider | 2025 | 499,315 | 1,000,000 | 23,133,518 | 3,185,053 | 820,125 | 1,167,171 | 29,805,182 | | President and CEO | | | | | | | | | | José E. Almeida | 2025 | 660,420 | — | — | — | — | 7,005,624 | 7,666,044 | | Former Chair of the Board, President and CEO | 2024 | 1,300,000 | — | 14,319,107 | — | 2,016,300 | 435,608 | 18,071,015 | | | 2023 | 1,300,000 | — | 7,527,469 | 2,635,170 | 2,187,900 | 136,132 | 13,786,671 | | Brent Shafer | 2025 | 701,644 | 654,839 | 2,400,815 | — | — | 52,695 | 3,809,993 | | Non-Executive Chair and Former Executive Chair and Interim CEO | | | | | | | | | | Joel Grade | 2025 | 827,825 | — | 5,809,671 | 1,049,372 | 459,000 | 63,700 | 8,209,568 | | Former Executive Vice President and CFO | 2024 | 810,000 | 500,000 | 4,295,702 | — | 839,608 | 62,238 | 6,507,548 | | | 2023 | 164,384 | — | 3,636,661 | 902,897 | 167,671 | 4,608 | 4,876,222 | | Heather Knight | 2025 | 747,123 | — | 4,018,281 | 1,267,349 | — | 41,795 | 6,074,548 | | Former Executive Vice President, COO and Interim Group President, Medical Products & Therapies | 2024 | 883,333 | — | 4,607,152 | — | 1,039,500 | 66,505 | 6,596,490 | | | 2023 | 791,507 | — | 2,395,122 | 838,466 | 771,091 | 64,057 | 4,860,243 | | Reazur Rasul | 2025 | 800,000 | — | 2,953,421 | 931,507 | 488,000 | 73,286 | 5,246,214 | | Executive Vice President and Group President, Healthcare Systems & Technologies | | | | | | | | | | David Rosenbloom | 2025 | 760,000 | — | 1,989,036 | 627,345 | 348,840 | 68,943 | 3,794,164 | | Executive Vice President and General Counsel | | | | | | | | | | Alok Sonig | 2025 | 779,747 | — | 3,375,371 | 1,064,578 | — | 19,577 | 5,239,273 | | Former Executive Vice President and Group President, Pharmaceuticals | 2024 | 787,500 | — | 3,583,345 | — | 904,000 | 70,961 | 5,345,806 | | | 2023 | 725,000 | — | 1,710,802 | 598,904 | 794,568 | 36,759 | 3,866,033 | | Cecilia Soriano | 2025 | 668,247 | 75,000 | 1,300,147 | 253,472 | 291,732 | 66,243 | 2,654,841 | | Group President, Infusion Therapies & Technologies and Pharmaceuticals | | | | | | | | |

  96. 2025 Summary Compensation Table

    1.Amounts shown in this column represent base salary actually earned in the applicable year. For additional information regarding each NEO’s salary for 2025, see “—Compensation Discussion and Analysis—Elements of Executive Compensation—Base Salary—2025 Actions.” 2.The amount shown for 2025 for Mr. Hider represents a $1,000,000 cash sign-on bonus in connection with his hiring to make up for a portion of lost compensation at his prior employer. For Mr. Shafer, it represents 1) a cash bonus of $600,000 to recognize his service as Executive Chair and Interim CEO and 2) $54,839 as a supplemental bonus for the additional time spent in the Interim CEO role beyond its original term. For Ms. Soriano, it represents a retention cash bonus prior to her promotion to her current role.

  97. 2025 Summary Compensation Table

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  99. 2025 Summary Compensation Table

    3.Amounts shown for 2025 represent the grant date fair value of PSUs and RSUs granted in 2025, computed in accordance with FASB ASC Topic 718 and based on the probable outcome of the applicable performance goals on the grant date with respect to PSUs. Refer to Note 8 to the Consolidated Financial Statements included in the 2025 Form 10-K for a discussion of how grant date fair value of PSU awards were calculated. DEUs accrue on the unvested PSUs included in this table but are paid only if the underlying awards vest. The grant date fair value for the maximum performance of the PSUs granted in 2025 is as follows: $28,475,500 for Mr. Hider, $4,560,590 for Mr. Grade, $5,507,988 for Ms. Knight, $4,048,368 for Mr. Rasul, $2,726,472 for Mr. Rosenbloom, $4,626,752 for Mr. Sonig and $1,101,566 for Ms. Soriano. For further information on these awards, see the “—2025 Grants of Plan-Based Awards” table. 4.Amounts shown in this column represent the value of Baxter stock options based on the grant date fair value computed in accordance with FASB ASC Topic 718. For more information on how these amounts are calculated, please see Note 8 to the Consolidated Financial Statements included in the 2025 Form 10-K. For further information on these awards, see the “—2025 Grants of Plan-Based Awards” table. 5.Amounts shown in this column represent annual incentives paid for performance in the applicable year. The methodology applied in determining the annual incentive amounts earned by the NEOs is discussed under “—Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Incentive Plan.” In connection with their departures in 2025, Messrs. Almeida and Sonig and Ms. Knight did not receive 2025 annual incentive award payouts. Mr. Shafer was not eligible for an annual incentive award in 2025. 6.Amounts shown in this column represent the following: (i)the dollar value of term life insurance premiums paid by the company on behalf of each NEO. (ii)the cost related to executive physicals for Messrs. Hider, Rasul and Sonig and Ms. Knight. (iii)contributions made by Baxter to the 401(k) Plan for Messrs. Almeida, Grade, Rasul, Rosenbloom, Shafer and Sonig and Mss. Knight and Soriano. (iv)contributions made by Baxter to the Deferred Compensation Plan for Messrs. Hider, Rasul and Rosenbloom and Mss. Knight and Soriano. Deferred Compensation Plan and 401(k) Plan contributions on behalf of Messrs. Hider, Grade, Rasul and Rosenbloom and Ms. Soriano include an additional employer contribution equal to 3% of eligible compensation as a result of their ineligibility to participate in, or accumulate additional benefits under, Baxter's pension and supplemental pension plans. This additional employer contribution is made to all eligible U.S. employees and attributable to 2025 but was credited to accounts in February 2026. (v)attorneys' fees for Messrs. Almeida, Hider and Shafer in connection with CEO transition activities. (vi)Mr. Almeida received $65,165 in value related to the use of Baxter's aircraft which reflects actual expenses incurred, including the cost of fuel, crew travel expenses, security, parking, facility, concessions and after-hours fees. Mr. Almeida received this benefit under his personal 50-hour allotment (of which approximately 16 hours were used in 2025). (vii)Mr. Almeida also received a lump-sum termination payment equal to $6,890,000 and post-separation health benefits for November and December of 2025 of $4,127, which were subject to his compliance with certain release requirements in connection with his October 2025 separation. (viii)Pursuant to Mr. Hider's offer letter, he also received 1) a $150,000 personal travel allowance, 2) relocation benefits of $835,985 (and $79,910 in additional related tax reimbursements) in 2025 related to the sale of his home and relocation to our headquarters in Deerfield, Illinois, with such benefits paid in accordance with the terms of Baxter's US Domestic Leadership Relocation Program, and 3) matching gift contributions of $1,500 made by our charitable foundation matching gift program. The incremental cost for this relocation benefit was calculated based on the amount reimbursed directly to Mr. Hider or to third-party service providers, as applicable. Our relocation policy provides that Mr. Hider is required to reimburse Baxter for the relocation benefits if he leaves Baxter or is involuntarily terminated within a year of when the benefits were paid (or 50% of such amounts if any such departure or termination occurs within two years of when such amounts were paid). The following table quantifies the amounts paid to each NEO in 2025 for the components discussed above that exceed the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for that NEO. The incremental cost for these perquisites and other personal benefits were valued on the basis of the amount paid directly to the NEO or the third-party service, as applicable.

  100. 2025 Summary Compensation Table

    | | TERMINATION PAYMENT ($) | PERSONAL TRAVEL EXPENSE ALLOWANCE ($) | AIRCRAFT USAGE ($) | ATTORNEYS' FEES ($) | DEFERRED COMPENSATION CONTRIBUTIONS ($) | RELOCATION BENEFITS AND TAX REIMBURSEMENT ($) | | Mr. Hider | — | 150,000 | — | 75,000 | 5,589 | 915,895 | | Mr. Almeida | 6,890,000 | — | 65,165 | 31,000 | — | — | | Mr. Shafer | — | — | 15,522 | 28,500 | — | — | | Mr. Grade | — | — | — | — | 38,479 | — | | Ms. Knight | — | — | — | — | 21,143 | — | | Mr. Rasul | — | — | — | — | 42,466 | — | | Mr. Rosenbloom | — | — | — | — | 43,745 | — | | Mr. Sonig | — | — | — | — | — | — | | Ms. Soriano | — | — | — | — | 41,166 | — |

  101. 2025 Summary Compensation Table

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    | Table of Contents | Executive Compensation Tables |

  103. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes grants of plan-based awards made to the NEOs in 2025 under the 2025 annual incentive plan and the Existing Plan.

  104. 2025 Grants of Plan-Based Awards

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYMENTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | | | | | | | GRANT DATE | CHC COMMITTEE APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM ($) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(1) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(1) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)(2) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3) | | Mr. Hider | | | | | | | | | | | | | | Annual Incentive(4) | | | 759,375 | 1,518,750 | 3,796,875 | | | | | | | | | RSU Grant #1(5) | 9/2/2025 | 7/7/2025 | | | | | | | 131,813 | | | 3,185,920 | | RSU Grant #2(5) | 9/2/2025 | 7/7/2025 | | | | | | | 236,237 | | | 5,709,848 | | Stock Option Grant(5) | 9/2/2025 | 7/7/2025 | | | | | | | | 465,651 | 24.17 | 3,185,053 | | 2025 PSU Grant #1(5,6) | 9/2/2025 | 7/7/2025 | | | | 131,814 | 263,626 | 527,252 | | | | 6,938,636 | | 2025 PSU Grant #2(5,6) | 9/2/2025 | 7/7/2025 | | | | 82,170 | 164,339 | 328,678 | | | | 4,325,402 | | 2025 PSU Grant #3(5,6) | 9/2/2025 | 7/7/2025 | | | | 56,492 | 112,983 | 225,966 | | | | 2,973,712 | | Mr. Almeida | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 0 | 0 | | | | | | | | | Mr. Shafer | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 0 | 0 | | | | | | | | | RSU Grant | 2/5/2025 | 2/1/2025 | | | | | | | 76,289 | | | 2,400,815 | | Mr. Grade | | | | | | | | | | | | | | Annual Incentive(4) | | | 425,000 | 850,000 | 2,125,000 | | | | | | | | | RSU Grant #1 | 3/6/2025 | 2/20/2025 | | | | | | | 29,538 | | | 1,046,827 | | RSU Grant #2(7) | 9/2/2025 | 7/28/2025 | | | | | | | 102,712 | | | 2,482,549 | | Stock Option Grant | 3/6/2025 | 2/20/2025 | | | | | | | | 98,478 | 35.44 | 1,049,372 | | 2025 PSU Grant(6) | 3/6/2025 | 2/20/2025 | | | | 29,538 | 59,075 | 118,150 | | | | 2,280,295 | | Ms. Knight | | | | | | | | | | | | | | Annual Incentive(4) | | | 495,000 | 990,000 | 2,475,000 | | | | | | | | | RSU Grant | 3/6/2025 | 2/20/2025 | | | | | | | 35,674 | | | 1,264,287 | | Stock Option Grant | 3/6/2025 | 2/20/2025 | | | | | | | | 118,934 | 35.44 | 1,267,349 | | 2025 PSU Grant(6) | 3/6/2025 | 2/20/2025 | | | | 35,674 | 71,347 | 142,694 | | | | 2,753,994 | | Mr. Rasul | | | | | | | | | | | | | | Annual Incentive(4) | | | 400,000 | 800,000 | 2,000,000 | | | | | | | | | RSU Grant | 3/6/2025 | 2/20/2025 | | | | | | | 26,220 | | | 929,237 | | Stock Option Grant | 3/6/2025 | 2/20/2025 | | | | | | | | 87,417 | 35.44 | 931,507 | | 2025 PSU Grant(6) | 3/6/2025 | 2/20/2025 | | | | 26,220 | 52,440 | 104,880 | | | | 2,024,184 |

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    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 67 |

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  107. 2025 Grants of Plan-Based Awards

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYMENTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | | | | | | | GRANT DATE | CHC COMMITTEE APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM ($) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(1) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(1) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)(2) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3) | | Mr. Rosenbloom | | | | | | | | | | | | | | Annual Incentive(4) | | | 323,000 | 646,000 | 1,615,000 | | | | | | | | | RSU Grant | 3/6/2025 | 2/20/2025 | | | | | | | 17,658 | | | 625,800 | | Stock Option Grant | 3/6/2025 | 2/20/2025 | | | | | | | | 58,873 | 35.44 | 627,345 | | 2025 PSU Grant(6) | 3/6/2025 | 2/20/2025 | | | | 17,659 | 35,317 | 70,634 | | | | 1,363,236 | | Mr. Sonig | | | | | | | | | | | | | | Annual Incentive(4) | | | 400,000 | 800,000 | 2,000,000 | | | | | | | | | RSU Grant | 3/6/2025 | 2/20/2025 | | | | | | | 29,966 | | | 1,061,995 | | Stock Option Grant | 3/6/2025 | 2/20/2025 | | | | | | | | 99,905 | 35.44 | 1,064,578 | | 2025 PSU Grant(6) | 3/6/2025 | 2/20/2025 | | | | 29,966 | 59,932 | 119,864 | | | | 2,313,376 | | Ms. Soriano | | | | | | | | | | | | | | Annual Incentive(4) | | | 281,866 | 563,733 | 1,409,332 | | | | | | | | | RSU Grant #1 | 3/6/2025 | 2/20/2025 | | | | | | | 7,135 | | | 252,864 | | RSU Grant #2(7) | 9/2/2025 | 8/28/2025 | | | | | | | 20,542 | | | 496,500 | | Stock Option Grant | 3/6/2025 | 2/20/2025 | | | | | | | | 23,787 | 35.44 | 253,472 | | 2025 PSU Grant(6) | 3/6/2025 | 2/20/2025 | | | | 7,135 | 14,269 | 28,538 | | | | 550,783 |

  108. 2025 Grants of Plan-Based Awards

    1.All stock option awards made in 2025 are non-qualified stock options. Stock options and RSUs vest ratably (33-1/3% per year) over the three-year vesting period beginning on the grant date, except for 1) Mr. Grade's RSU Grant #2 was scheduled to vest on the third anniversary of the grant date and will accelerate early pursuant to its terms in connection with his separation from Baxter, 2) Mr. Shafer’s RSU grant, which vested upon the appointment of Mr. Hider as CEO, and 3) Ms. Soriano's RSU Grant #2 which is scheduled to vest 100% on the second anniversary of the grant date. 2.The option exercise prices reflect the closing price of Baxter’s common stock on the grant date. 3.The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718. 4.The amounts shown represent award opportunities under Baxter’s 2025 annual incentive plan at threshold, target and maximum payouts incorporating both financial and individual performance. The threshold, target and maximum incentive opportunity for financial performance is 50% of target, 100% of target and 200% of target, respectively. The CHC Committee has the ability to use negative discretion to result in a payout lower than threshold. The financial performance is multiplied by a NEO’s individual performance assessment, which ranges between 0%—125% and is based as an initial matter on Baxter's performance versus key 2025 strategic priorities, including certain corporate responsibility matters as discussed in “—Compensation Discussion and Analysis—Elements of Executive Compensation—Determination of 2025 Annual Incentive Plan Payouts—Individual Performance". The actual annual incentive paid to eligible NEOs for 2025 performance is reported in the “Non-Equity Incentive Plan Compensation” column in the 2025 Summary Compensation Table. 5.Mr. Hider received grants in 2025 in connection with joining Baxter. For more information on these grants, see “—Compensation Discussion and Analysis—Elements of Executive Compensation—Transition and Retention Cash and Equity Awards". 2025 PSU Grant #1 represents the pro rata share of Mr. Hider's 2025 annual equity incentive award. 2025 PSU Grant #2 represents his supplemental equity award, which consists solely of PSUs. 2025 PSU Grant #3 represents the PSU component of his make whole equity award. 6.2025 PSUs will be paid out in shares of Baxter common stock based on performance against Adjusted ROIC and Adjusted Net Sales CAGR metrics further modified by the results of Relative TSR during the three-year performance period ending on December 31, 2027. For more information on how these payouts are determined, please see “—Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Plan—2025 Annual LTI Grants—LTI Grant Structure". 7.Mr. Grade and Ms. Soriano each received RSU awards in September 2025 for purposes of retention. For more information on these grants, see “—Compensation Discussion and Analysis—Elements of Executive Compensation—Transition and Retention Cash and Equity Awards". As Ms. Soriano was not an executive officer at the time of her September 2, 2025 grant, her award was approved through standard internal procedures and not by the CHC Committee.

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    | 68 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

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    | Table of Contents | Executive Compensation Tables |

  111. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes equity awards outstanding for the NEOs as of December 31, 2025.

  112. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#)1 | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)2 | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)2 | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)3, 4, 5 | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)3, 4, 5 | | Mr. Hider | 9/2/2025 | | 465,651 | 24.17 | 9/2/2035 | | | | | | | 9/2/2025 | | | | | 131,813 | 2,518,946 | | | | | 9/2/2025 | | | | | 236,237 | 4,514,489 | | | | | 9/2/2025 | | | | | | | 56,492 | 1,079,553 | | | 9/2/2025 | | | | | | | 82,170 | 1,570,259 | | | 9/2/2025 | | | | | | | 131,813 | 2,518,946 | | Mr. Almeida | 3/2/2017 | 534,759 | | 50.77 | 3/2/2027 | | | | | | | 3/1/2018 | 373,435 | | 66.31 | 3/1/2028 | | | | | | | 2/28/2019 | 342,933 | | 74.73 | 2/28/2029 | | | | | | | 3/20/2020 | 381,437 | | 75.75 | 3/20/2030 | | | | | | | 3/3/2021 | 348,483 | | 77.15 | 10/31/2030 | | | | | | | 3/2/2022 | 151,596 | | 85.23 | 10/31/2030 | | | | | | | 3/1/2023 | 187,630 | 93,815 | 39.06 | 10/31/2030 | | | | | | | 3/1/2023 | | | | | 24,227 | 462,985 | | | | | 3/6/2024 | | | | | 93,183 | 1,780,735 | | | | | 3/1/2023 | | | | | | | 83,343 | 1,592,683 | | | 3/6/2024 | | | | | | | 74,363 | 1,421,068 | | Mr. Shafer | | | | | | | | | | | Mr. Grade | 12/1/2023 | 68,182 | 34,091 | 36.55 | 12/1/2033 | | | | | | | 3/6/2025 | | 98,478 | 35.44 | 3/6/2035 | | | | | | | 12/1/2023 | | | | | 9,849 | 188,206 | | | | | 12/1/2023 | | | | | 8,864 | 169,386 | | | | | 3/6/2024 | | | | | 29,745 | 568,423 | | | | | 3/6/2025 | | | | | 29,915 | 571,674 | | | | | 9/2/2025 | | | | | 102,712 | 1,962,826 | | | | | 12/1/2023 | | | | | | | 30,489 | 582,652 | | | 3/6/2024 | | | | | | | 22,309 | 426,317 | | | 3/6/2025 | | | | | | | 29,914 | 571,664 | | Ms. Knight | 2/28/2019 | 18,861 | | 74.73 | 1/27/2026 | | | | | | | 3/1/2019 | 20,000 | | 75.84 | 1/27/2026 | | | | | | | 3/20/2020 | 20,979 | | 75.75 | 1/27/2026 | | | | | | | 3/3/2021 | 21,780 | | 77.15 | 1/27/2026 | | | | | | | 3/2/2022 | 24,807 | | 85.23 | 1/27/2026 | | | | | | | 3/1/2023 | 59,700 | | 39.06 | 1/27/2026 | | | | |

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    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 69 |

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  115. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#)1 | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)2 | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)2 | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)3, 4, 5 | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)3, 4, 5 | | Mr. Rasul | 3/1/2017 | 8,334 | | 51.21 | 3/1/2027 | | | | | | | 3/2/2017 | 6,417 | | 50.77 | 3/2/2027 | | | | | | | 3/1/2018 | 15,684 | | 66.31 | 3/1/2028 | | | | | | | 2/28/2019 | 17,147 | | 74.73 | 2/28/2029 | | | | | | | 3/20/2020 | 14,940 | | 75.75 | 3/20/2030 | | | | | | | 3/3/2021 | 15,207 | | 77.15 | 3/3/2031 | | | | | | | 3/2/2022 | 8,269 | | 85.23 | 3/2/2032 | | | | | | | 3/1/2023 | 42,643 | 21,322 | 39.06 | 3/1/2033 | | | | | | | 3/6/2025 | | 87,417 | 35.44 | 3/6/2035 | | | | | | | 3/1/2023 | | | | | 5,507 | 105,229 | | | | | 3/6/2024 | | | | | 57,838 | 1,105,281 | | | | | 3/6/2025 | | | | | 26,555 | 507,458 | | | | | 3/1/2023 | | | | | | | 18,942 | 361,989 | | | 3/6/2025 | | | | | | | 26,555 | 507,458 | | Mr. Rosenbloom | 6/1/2022 | 33,442 | | 74.47 | 6/1/2032 | | | | | | | 3/1/2023 | 38,378 | 19,190 | 39.06 | 3/1/2033 | | | | | | | 3/6/2025 | | 58,873 | 35.44 | 3/6/2035 | | | | | | | 3/1/2023 | | | | | 4,956 | 94,713 | | | | | 3/6/2024 | | | | | 37,182 | 710,539 | | | | | 3/6/2025 | | | | | 17,883 | 341,750 | | | | | 3/1/2023 | | | | | | | 17,047 | 325,776 | | | 3/6/2025 | | | | | | | 17,884 | 341,760 | | Mr. Sonig | 9/1/2022 | 25,604 | | 56.76 | 3/1/2026 | | | | | | | 3/1/2023 | 42,643 | | 39.06 | 3/1/2026 | | | | | | Ms. Soriano | 3/1/2023 | 10,235 | 5,118 | 39.06 | 3/1/2033 | | | | | | | 3/6/2025 | | 23,787 | 35.44 | 3/6/2035 | | | | | | | 3/1/2023 | | | | | 2,644 | 50,518 | | | | | 3/1/2023 | | | | | 2,644 | 50,518 | | | | | 3/6/2024 | | | | | 11,402 | 217,898 | | | | | 3/6/2025 | | | | | 7,226 | 138,090 | | | | | 9/2/2025 | | | | | 20,542 | 392,558 | | | | | 3/1/2023 | | | | | | | 2,273 | 43,441 | | | 3/6/2025 | | | | | | | 7,226 | 138,080 |

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  118. Outstanding Equity Awards at 2025 Fiscal Year-End

    1.The chart below represents stock options scheduled to vest as follows (as of December 31, 2025). All unexercised stock options for Ms. Knight (who departed on October 29, 2025) and Mr. Sonig (who departed on December 1, 2025) were cancelled on the 90-day anniversary of the related departure date. As his departure constituted a “Qualifying Retirement” under the applicable award agreements, all unexercised stock options for Mr. Almeida will be cancelled on the earlier of the fifth anniversary of his separation date (October 31, 2025) and the original stock option expiration date.

  119. Outstanding Equity Awards at 2025 Fiscal Year-End

    | NAME | MARCH 2026 | SEPTEMBER 2026 | DECEMBER 2026 | MARCH 2027 | SEPTEMBER 2027 | MARCH 2028 | SEPTEMBER 2028 | TOTALS | | Mr. Hider | — | 155,217 | — | — | 155,217 | — | 155,217 | 465,651 | | Mr. Almeida | 93,815 | — | — | — | — | — | — | 93,815 | | Mr. Shafer | — | — | — | — | — | — | — | — | | Mr. Grade | 32,826 | — | 34,091 | 32,826 | — | 32,826 | — | 132,569 | | Ms. Knight | — | — | — | — | — | — | — | — | | Mr. Rasul | 50,461 | — | — | 29,139 | — | 29,139 | — | 108,739 | | Mr. Rosenbloom | 38,814 | — | — | 19,624 | — | 19,625 | — | 78,063 | | Mr. Sonig | — | — | — | — | — | — | — | — | | Ms. Soriano | 13,047 | — | — | 7,929 | — | 7,929 | — | 28,905 |

  120. Outstanding Equity Awards at 2025 Fiscal Year-End

    2.The amounts in this column represent unvested RSU awards. Amounts shown in this column also include DEUs accrued on the unvested RSUs. The market value is based on the closing price of Baxter common stock on December 31, 2025 ($19.11). These RSUs were scheduled to vest as follows as of December 31, 2025 (excluding DEUs accrued on the unvested RSUs).

  121. Outstanding Equity Awards at 2025 Fiscal Year-End

    | NAME | MARCH 2026 | SEPTEMBER 2026 | DECEMBER 2026 | MARCH 2027 | SEPTEMBER 2027 | MARCH 2028 | SEPTEMBER 2028 | TOTALS | | Mr. Hider | — | 122,682 | — | — | 122,684 | — | 122,684 | 368,050 | | Mr. Almeida | 70,258 | — | — | 47,631 | — | — | — | 117,889 | | Mr. Shafer | — | — | — | — | — | — | — | — | | Mr. Grade | 24,135 | — | 17,727 | 24,135 | — | 9,846 | 102,712 | 178,555 | | Ms. Knight | — | — | — | — | — | — | — | — | | Mr. Rasul | 41,667 | — | — | 36,525 | — | 8,740 | — | 86,932 | | Mr. Rosenbloom | 28,376 | — | — | 23,748 | — | 5,886 | — | 58,010 | | Mr. Sonig | — | — | — | — | — | — | — | — | | Ms. Soriano | 12,793 | — | — | 7,856 | 20,542 | 2,379 | — | 43,570 |

  122. Outstanding Equity Awards at 2025 Fiscal Year-End

    3.For the grants made on March 1, 2023, amounts represent the actual number and value of shares of common stock that an NEO will receive under the 2023 PSU grant based on performance of relative TSR, Adjusted ROIC and Adjusted Net Sales and related DEUs as of December 31, 2025. The final payout under the 2023 PSUs is approximately 57% of target, which is reflected in the number of shares above and vested following CHC Committee certification in February 2026. The market value of the PSUs included in these columns is based on the closing price of Baxter common stock on December 31, 2025 ($19.11). 4.For the grants made on March 6, 2024 to Messrs. Almeida and Grade, amounts represent the threshold number and value of shares of common stock and related DEUs that each would receive under the 2024 PSU grant based on performance of relative TSR as of December 31, 2025. The 2024 PSUs are scheduled to vest following CHC Committee certification after the end of the three-year performance period (December 31, 2026) in early 2027. The market value of the PSUs included in these columns is based on the closing price of Baxter common stock on December 31, 2025 ($19.11). 5.For the grants made on March 6, 2025 to Messrs. Grade, Rasul and Rosenbloom and Ms. Soriano, and the grants made on September 2, 2025 to Mr. Hider, amounts represent the threshold number and value of shares of common stock that each NEO would receive under the 2025 PSU grant based on performance of Adjusted ROIC and Adjusted Net Sales and related DEUs modified based on performance of relative TSR, as of December 31, 2025. The 2025 PSUs are scheduled to vest following CHC Committee certification after the end of the three-year performance period (December 31, 2027) in early 2028. The market value of the PSUs included in these columns is based on the closing price of Baxter common stock on December 31, 2025 ($19.11).

  123. Outstanding Equity Awards at 2025 Fiscal Year-End

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  125. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth stock options exercised and RSUs and PSUs that vested in 2025 for the NEOs.

  126. 2025 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)1 | | Mr. Hider | — | — | — | — | | Mr. Almeida | — | — | 78,270 | 2,753,281 | | Mr. Shafer | — | — | 77,088 | 1,875,541 | | Mr. Grade | — | — | 33,322 | 874,839 | | Ms. Knight | — | — | 47,942 | 1,692,451 | | Mr. Rasul | — | — | 35,101 | 1,240,113 | | Mr. Rosenbloom | — | — | 62,584 | 1,982,787 | | Mr. Sonig | — | — | 40,174 | 1,349,055 | | Ms. Soriano | — | — | 10,795 | 379,571 |

  127. 2025 Option Exercises and Stock Vested

    1.Amounts represent the market value of Baxter RSU and PSUs (and related DEUs), as applicable, on the date of vesting as determined by the closing price of Baxter's common stock on the vesting date.

  128. 2025 Nonqualified Deferred Compensation Plan

    2025 Nonqualified Deferred Compensation Plan

  129. 2025 Nonqualified Deferred Compensation Plan

    | NAME | EXECUTIVE CONTRIBUTIONS IN 2025 ($)1 | REGISTRANT CONTRIBUTIONS IN 2025 ($)2 | AGGREGATE EARNINGS IN 2025 ($)3 | AGGREGATE BALANCE AT DECEMBER 31, 2025 ($)4, 5 | | Mr. Hider | 54,519 | 5,589 | 1,279 | 59,659 | | Mr. Almeida | — | — | 115,751 | 1,273,844 | | Mr. Shafer | — | — | — | — | | Mr. Grade | 33,584 | 38,479 | 16,356 | 137,070 | | Ms. Knight | 77,192 | 21,143 | 154,896 | 1,127,301 | | Mr. Rasul | 32,000 | 42,466 | 89,848 | 581,100 | | Mr. Rosenbloom | 371,982 | 43,745 | 133,625 | 1,395,750 | | Mr. Sonig | — | — | 1,230 | 53,387 | | Ms. Soriano | 43,958 | 41,166 | 54,377 | 416,994 |

  130. 2025 Nonqualified Deferred Compensation Plan

    1.Amounts in this column are included in either the “Salary” or “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. 2.Amounts in this column are included in the “All Other Compensation” column of the 2025 Summary Compensation Table and include Baxter non-matching contributions attributable to 2025 and credited to accounts in February 2026. 3.Amounts in this column are not included in the 2025 Summary Compensation Table as the Deferred Compensation Plan provides participants with a subset of investment elections available to all eligible employees under the 401(k) Plan. 4.Amounts in this column exclude Baxter non-matching contributions attributable to 2025 but not credited to participant accounts as of December 31, 2025.

  131. 2025 Nonqualified Deferred Compensation Plan

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  132. 2025 Nonqualified Deferred Compensation Plan

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  133. 2025 Nonqualified Deferred Compensation Plan

    5.The aggregate balance includes amounts previously reported as compensation for the NEOs in the 2025 Summary Compensation Table for prior years, which are as follows:

  134. 2025 Nonqualified Deferred Compensation Plan

    | NAME | AMOUNT PREVIOUSLY REPORTED ($) | | Mr. Hider | — | | Mr. Almeida | 800,912 | | Mr. Shafer | — | | Mr. Grade | 81,198 | | Ms. Knight | 311,532 | | Mr. Rasul | — | | Mr. Rosenbloom | 5,908 | | Mr. Sonig | 50,069 | | Mr. Soriano | — |

  135. 2025 Nonqualified Deferred Compensation Plan

    A participant in the Deferred Compensation Plan may elect to defer a portion of his or her eligible compensation (up to 50% of base salary and up to 100% of eligible annual incentive) during the calendar year as long as the participant makes such election prior to the beginning of the calendar year. For NEOs, eligible compensation under the Deferred Compensation Plan includes base salary and any annual incentive. Participants in the Deferred Compensation Plan may select from a subset of investment elections available to all eligible employees under the 401(k) Plan, which are described in greater detail below. Amounts in a participant’s account are adjusted upward or downward to reflect the investment return that would have been realized had such amounts been invested in the investments selected by the participant. Participants may elect to change their investment elections daily. Baxter is also required to match contributions to the Deferred Compensation Plan up to 4% of a participant’s eligible compensation in the same manner as under the 401(k) Plan. Any participant who either was hired after December 31, 2006, or elected not to continue to accrue benefits in the pension plan, receives a company contribution equal to 3% of his or her eligible compensation in excess of the compensation that is recognized in the 401(k) Plan, regardless of whether the participant is otherwise eligible to elect to defer a portion of his or her compensation. Deferrals under the plan are not recognized in calculating benefit pay under Baxter’s welfare benefit plans and result in lower compensation recognized for company matching under the 401(k) Plan. Participants may elect to be paid distributions either in a lump sum payment or in annual installment payments over two to 15 years. Distributions will be paid in the first quarter of the plan year following such participant’s termination of employment unless such participant is a “specified employee” as defined in Section 409A of the Code. No distributions will be paid in connection with the termination of a specified employee until at least six months following such termination and any amounts that would have otherwise been paid during such six-month period shall be accumulated and paid in a lump sum, without interest, at the expiration of such period. The table below lists the available investment options under the Deferred Compensation Plan and their annual return as of December 31, 2025.

  136. 2025 Nonqualified Deferred Compensation Plan

    | NAME OF FUND | ANNUAL RATE OF RETURN AS OF DECEMBER 31, 2025 | | Stable Income Fund | 2.61% | | S&P 500 Equity Index Fund | 17.79% | | International EAFE Fund | 3.18% | | Extended Equity Market Index Fund | 11.28% |

  137. 2025 Nonqualified Deferred Compensation Plan

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 73 |

  138. 2025 Nonqualified Deferred Compensation Plan

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  139. Potential Payments Upon Termination or Following a Change in Control

    Potential Payments Upon Termination or Following a Change in Control The narrative and tables below describe the potential payments to each NEO still employed by Baxter upon certain terminations, including following a CIC event. All information described in this section is presented as if the triggering events took place on December 31, 2025. Mr. Hider's Offer Letter In July 2025, Mr. Hider entered into the Hider Offer Letter governing the terms and conditions of his employment. The Hider Offer Letter provides that, in the event of an involuntary termination without cause or termination with good reason outside the context of his CIC Agreement, Mr. Hider will be entitled to receive (i) cash severance equal to two times the sum of his base salary and target annual incentive, (ii) a lump sum cash payment equal to the employer cost of 18 months of the applicable group medical, dental or vision coverage, and (iii) with respect to terminations that occur on or after February 1 of the applicable calendar year, a prorated annual incentive payment based on actual Baxter performance and target individual performance. Good Reason for termination outside the context of the CIC Agreement means the occurrence (without Mr. Hider's express written consent) of any one of the following (i) an adverse change by Baxter in his titles or reporting relationship, (ii) a material diminution by Baxter in his duties, responsibilities or authorities as contemplated by the Hider Offer Letter or as may be subsequently increased, (iii) a material reduction by Baxter in his annual base salary, annual incentive target or LTI target value, (iv) any relocation of his principal place of employment more than fifty (50) miles from his principal place of employment as contemplated by the Hider Offer Letter; (v) any failure by Baxter to pay material amounts due to him when due or any material breach of his agreement. In addition, with respect to the Supplemental Equity Award and the Make Whole Award, in the event of an involuntary termination without cause or termination with good reason outside the context of his CIC Agreement: (i) any outstanding and unvested RSUs will immediately vest on his date of termination; and (ii) any PSUs will remain eligible to vest based on actual performance. Mr. Almeida’s Departure In connection with his termination without cause, in February 2025, Mr. Almeida entered into an agreement, (the Almeida Transition Agreement) pursuant to which his service as Chair of the Board, President and CEO ceased on February 3, 2025 and he transitioned into the role of Special Advisor and continued employment in this role through October 31, 2025. In accordance with the retirement vesting provisions of the applicable award agreements, Mr. Almeida’s unvested equity awards continued to vest in accordance with the original vesting schedules ($7,977,818, based on the closing price of Baxter common stock on December 31, 2025 of $19.11 and assuming target performance with respect to his outstanding performance-based awards). In accordance with the Almeida Transition Agreement, he received a lump-sum termination payment equal to $6,890,000. This amount is equivalent to what Mr. Almeida was eligible to receive for a termination without "Cause" under the provisions of the Almeida Offer Letter. In addition, we will provide Mr. Almeida and his dependents health insurance benefits substantially similar to those provided to him and his dependents immediately prior to his separation date for up to 24 months ($49,530). As part of the agreed upon terms, Mr. Almeida assisted in the leadership transition associated with the appointment of his permanent successor (including with respect to Mr. Shafer’s service as our Executive Chair and Interim CEO). In connection with entry into the Almeida Transition Agreement, he received a 50% decrease in base pay (from what he received as CEO) and was not eligible for a 2025 annual incentive bonus. Executive Severance Plan We maintain an Executive Severance Plan, which covers all U.S.-based executives, presidents and vice presidents, including related NEOs still employed by Baxter, but excluding any chief executive officer (including Mr. Hider). Mr. Hider is subject to the terms and conditions of the Hider Offer Letter. Mr. Sonig and Ms. Knight were covered by the Executive Severance Plan prior to their 2025 departures. Mr. Almeida was not a participant in the Executive Severance Plan as he was entitled to receive related benefits under the Almeida Offer Letter (which has now been terminated in connection with his departure). Consistent with the terms of the Executive Severance Plan, Messrs. Grade and Rasul each entered into a separation agreement (each in March 2026) pursuant to which each executive is entitled to receive, subject to his compliance with the terms of the applicable agreement, severance benefits in accordance with the qualifying termination provisions of the Executive Severance Plan.

  140. Potential Payments Upon Termination or Following a Change in Control

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  142. Potential Payments Upon Termination or Following a Change in Control

    The Executive Severance Plan provides for various severance payments upon an involuntary termination for any reason other than due to death, disability, or for cause. Cause means the willful and continued failure to substantially perform the executive’s duties that has not been cured within 30 days or the willful engaging by the executive in conduct which is demonstrably and materially injurious to the company or its subsidiaries, monetarily or otherwise. Upon a qualifying involuntary termination, Mr. Rosenbloom and Ms. Soriano would be entitled to the following: •a cash payment generally equal to 1.5x the aggregate amount of the executive’s annual base salary and target annual incentive for the year in which termination occurs; •if the executive terminates February 1st or later, a prorated annual incentive determined using the number of days worked in the calendar year based on actual company performance and target individual performance; •a lump-sum cash payment equivalent to 18 months of employer benefits costs (if enrolled at the time of termination); and •outplacement expense reimbursement in an amount not to exceed $35,000. All benefits under the Executive Severance Plan are reduced by any amount paid or provided to an executive under any other applicable plan or arrangement providing for a payment upon a termination of employment, including but not limited to, statutory severance or other termination pay arrangements, any CIC payments, or payments associated with individual employment or retention agreements, but not including payments associated with any LTI grants. Additionally, if within 12 months of an executive’s termination of employment: (i) the executive violates any obligations under an employment agreement, restrictive covenant or similar agreement; or (ii) it is determined that the executive could have been terminated for cause, then the executive will be required to repay all amounts received and future payments will cease. All payments and other benefits under the Executive Severance Plan are subject to the timely execution of a general release of claims in favor of the company and the expiration of the period of revocation for such release. LTI Grants Outstanding LTI grants to the NEOs are governed by the terms and conditions and applicable plan, which are the Baxter International Inc. 2011 Incentive Plan, the Baxter International Inc. 2015 Incentive Plan and the Existing Plan. The table below outlines the vesting treatment of LTI grants upon various scenarios under each plan.

  143. Potential Payments Upon Termination or Following a Change in Control

    | SCENARIO | VESTING TREATMENT | DEFINITIONS | | Death or Disability | Stock Options All unvested stock options vest upon death or Disability with a participant having the lesser of five years from the death or Disability date, or 10 years from the grant date to exercise. RSUs All unvested RSUs vest upon death or Disability. PSUs All unvested PSUs vest upon death or Disability based on target company performance. | Disability means (i) as defined in any employment, consulting or similar agreement; or (ii) in the absence of any such employment, consulting or similar agreement, a condition entitling the participant to receive benefits under a Baxter long-term disability plan in which such participant is eligible to participate, or, in the absence of such a plan, the complete and permanent inability of the participant by reason of illness or accident to perform the duties of the occupation at which the participant was employed or served when such disability commenced. |

  144. Potential Payments Upon Termination or Following a Change in Control

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  146. Potential Payments Upon Termination or Following a Change in Control

    | SCENARIO | VESTING TREATMENT | DEFINITIONS | | Voluntary or Involuntary Termination | Stock Options All unvested stock options forfeit upon a voluntary or involuntary termination with a participant having the lesser of 90 days or 10 years from the grant date to exercise. However, if a participant is “retirement eligible,” then all stock options granted in years prior to the year of termination vest on their original vesting dates and stock options granted in the year of termination are prorated based on the number of months worked in the year of termination and vest on their original vesting dates. Retirement eligible participants have the lesser of five years from the termination date or 10 years from the grant date to exercise. RSUs All unvested RSUs forfeit upon a voluntary or involuntary termination. However, if a participant is “retirement eligible,” then all RSUs granted in years prior to the year of termination vest on their original vesting dates and RSUs granted in the year of termination are prorated based on the number of months worked in the year of termination and vest on their original vesting dates. PSUs All unvested PSUs forfeit upon a voluntary or involuntary termination. However, if a participant is “retirement eligible,” then all PSUs granted in years prior to the year of termination vest upon certification of the performance results and PSUs granted in the year of termination are prorated based on the number of months worked in the year of termination and vest upon certification of the performance results. In all cases, PSUs are subject to actual Baxter performance for the full performance period. | To qualify as retirement eligible, a participant must terminate employment (for any reason other than disability, death or for cause) at a time when the participant is 55 years of age or older with at least 10 years of continuous service, or 65 years of age with no consideration for service. As of December 31, 2025, Mr. Rosenbloom was retirement eligible based on this criteria. | | Qualifying Termination Following a CIC | Stock Options All unvested stock options immediately vest upon a “qualifying termination” within 24 months following a CIC (unless the stock options are not assumed in the transaction). RSUs All unvested RSUs immediately vest upon a “qualifying termination” within 24 months following a CIC (unless RSUs are not assumed by the acquirer in the transaction, in which case they will vest on the closing of the transaction). PSUs All unvested PSUs immediately vest upon a “qualifying termination” within 24 months following a CIC (unless PSUs are not assumed by the acquirer in the transaction, in which case they will vest on the closing of the transaction). The PSUs vest assuming target Baxter performance. | A qualifying termination includes an involuntary termination of employment for any reason other than death, disability or cause or termination for good reason (as defined in the CIC Agreement). CIC or change in control is defined as (i) the acquisition by any person of more than 30% of Baxter common stock; (ii) individuals who, on the grant date, constitute the Board cease for any reason to constitute at least a majority of the Board unless the appointment is approved by 2/3 of the Board; (iii) a merger or consolidation of Baxter; or (iv) the sale, transfer or other disposition of all or substantially all Baxter assets. |

  147. Potential Payments Upon Termination or Following a Change in Control

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  149. Potential Payments Upon Termination or Following a Change in Control

    As described above under “—Compensation Discussion and Analysis—Additional Compensation Governance—Recoupment Policies; Non-Competition Agreement Clawback”, all senior executives, including the NEOs, are required to execute a Non-Competition Agreement. All senior executives who execute a Non-Competition Agreement, including the NEOs, are subject to a clawback provision in the event a participant violates the terms of the Non-Competition Agreement following a termination of employment for any reason. In the event of any such violation, all unvested LTI grants (including grants that would otherwise have vested if the participant were retirement eligible) are immediately forfeited. Additionally, in that case, all LTI grants that vested or became exercisable within the 12 months prior to the termination date that have not otherwise been sold or exercised are cancelled and the shares are returned to the company and any gain from the sale or exercise of any LTI grant that vested within 12 months prior to the termination date is subject to repayment. Change in Control Agreements In July 2020, we amended our form of CIC agreement (CIC Agreement) on a go forward basis to provide reduced CIC benefits with respect to lump sum cash payments, the term of continued health and welfare coverage and the value of outplacement services that may be delivered consistent with the CHC Committee’s evaluation of evolving market trends. The CIC Agreement provides for certain payments (as described below) in the event we undergo a CIC and the NEO is terminated (other than for cause or as a result of death or Disability (as defined in the CIC Agreement)) or the NEO terminates employment for good reason during the term (which generally lasts two years and automatically extends each year unless applicable notice is provided). Good reason means a voluntary termination within 180 days of the occurrence of any of the following events (provided notification is given to the company within 90 days and the company fails to cure the related event within 30 days): assignment of any duties inconsistent with the executive status as a senior executive officer; material reduction in annual base salary; material change in the location of the executive’s principal place of employment greater than 50 miles; failure to pay any portion of current compensation or nonqualified deferred compensation; or any material breach of the CIC Agreement. Providing for severance payments in connection with change in control-related terminations is consistent with market practice and helps align the interests of the NEOs with those of our stockholders by incentivizing them to remain focused on their responsibilities before, during and after any change in control transaction without undue concern for their personal circumstances. In August 2025, Mr. Hider entered into a CIC agreement in connection with his hiring. Mr. Grade entered into this amended form of agreement in connection with his hiring and Messrs. Rasul and Rosenbloom and Ms. Soriano entered into this amended form of agreement in connection with their officer appointments. Upon a qualifying involuntary termination following a CIC, as of December 31, 2025, the NEOs still employed by Baxter would have been entitled to the following as of such date:

  150. Potential Payments Upon Termination or Following a Change in Control

    | NEO | LUMP SUM CASH PAYMENT EQUAL TO: | PRORATED ANNUAL INCENTIVE FOR THE YEAR OF TERMINATION: | CONTINUED HEALTH AND WELFARE BENEFIT COVERAGE EQUAL TO: | OUTPLACEMENT SERVICES NOT TO EXCEED: | | Mr. Hider | 2.5x annual salary and target annual incentive | Eligible | Eighteen months | $50,000 | | Mr. Grade Mr. Rasul Mr. Rosenbloom Ms. Soriano | 1.5x annual salary and target annual incentive | Eligible | Eighteen months | $35,000 |

  151. Potential Payments Upon Termination or Following a Change in Control

    Additionally, the CIC Agreement provides that payments may be reduced to avoid excise taxes imposed under Section 280G and Section 4999 of the Code if the after-tax benefit to the NEO would be greater than outright paying the excise taxes. In all cases, no CIC Agreement provides any NEO with a gross-up payment to cover potential excise taxes that may be payable in connection with a CIC. In consideration for the benefits provided under the CIC Agreement, each NEO still employed by Baxter has agreed to be bound to non-competition and non-solicitation covenants as well as a perpetual non-disparagement covenant, the duration of which is 24 months from the date of a qualifying termination for Mr. Hider and 18 months from the date of qualifying termination other NEOs still employed at Baxter. Each such NEO would be required to execute a customary release of claims in favor of the company in connection with any such termination.

  152. Potential Payments Upon Termination or Following a Change in Control

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  154. Potential Payments Upon Termination or Following a Change in Control

    The following chart illustrates payments and benefits the NEOs still in role as of December 31, 2025 would have received upon the occurrence of various separation scenarios, including a qualifying termination within two years following a CIC, an involuntary termination without cause and death or disability, in each case, assuming such event occurred as of December 31, 2025. In the event that an NEO is involuntarily terminated with cause or voluntarily terminates for good reason, the executive would not be entitled to receive any severance payments or LTI vesting.

  155. Potential Payments Upon Termination or Following a Change in Control

    | NAME | QUALIFYING TERMINATION FOLLOWING A CIC ($) | INVOLUNTARY TERMINATION WITHOUT CAUSE ($) | DEATH OR DISABILITY ($) | | Mr. Hider | | | | | Severance Payments1 | 8,437,500 | 6,750,000 | — | | Prorated Annual Incentive Payments2 | 1,518,750 | 820,125 | 820,125 | | Health & Welfare Benefits Coverage | 34,000 | 32,000 | — | | Accelerated Vesting of Equity Awards3 | 17,370,952 | 4,514,489 | 17,370,952 | | Outplacement Expenses | 50,000 | 50,000 | — | | Total | 27,411,202 | 12,166,614 | 18,191,077 | | Mr. Grade | | | | | Severance Payments1 | 2,550,000 | 2,550,000 | — | | Prorated Annual Incentive Payments2 | 850,000 | 459,000 | 459,000 | | Health & Welfare Benefits Coverage | 40,000 | 38,000 | — | | Accelerated Vesting of Equity Awards3 | 6,472,712 | 1,962,826 | 6,472,712 | | Outplacement Expenses | 35,000 | 35,000 | — | | Total | 9,947,712 | 5,044,826 | 6,931,712 | | Mr. Rasul | | | | | Severance Payments1 | 2,400,000 | 2,400,000 | — | | Prorated Annual Incentive Payments2 | 800,000 | 488,000 | 488,000 | | Health & Welfare Benefits Coverage | 24,000 | 21,000 | — | | Accelerated Vesting of Equity Awards3 | 3,364,241 | — | 3,364,241 | | Outplacement Expenses | 35,000 | 35,000 | — | | Total | 6,623,241 | 2,944,000 | 3,852,241 | | Mr. Rosenbloom | | | | | Severance Payments1 | 2,109,000 | 2,109,000 | — | | Prorated Annual Incentive Payments2 | 646,000 | 348,840 | 348,840 | | Health & Welfare Benefits Coverage | 23,000 | 21,000 | — | | Accelerated Vesting of Equity Awards3 | 2,398,737 | — | 2,398,737 | | Outplacement Expenses | 35,000 | 35,000 | — | | Total | 5,211,737 | 2,513,840 | 2,747,577 | | Ms. Soriano | | | | | Severance Payments1 | 2,025,000 | 2,025,000 | — | | Prorated Annual Incentive Payments2 | 563,733 | 253,680 | 253,680 | | Health & Welfare Benefits Coverage | 33,000 | 32,000 | — | | Accelerated Vesting of Equity Awards3 | 1,201,506 | — | 1,201,506 | | Outplacement Expenses | 35,000 | 35,000 | — | | Total | 3,858,239 | 2,345,680 | 1,455,186 |

  156. Potential Payments Upon Termination or Following a Change in Control

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    | Table of Contents | Executive Compensation Tables |

  158. Potential Payments Upon Termination or Following a Change in Control

    1.Upon a qualifying termination following a CIC, severance payments reflect two and a half times the sum of the NEO’s base salary plus target annual incentive for Mr. Hider and one and a half times the sum of Messrs. Grade’s and Rasul’s and Rosenbloom's and Ms. Soriano’s base salary plus target annual incentive, which is provided for under each NEO’s CIC Agreement. Upon an involuntary termination without cause, the Hider Offer Letter provides for two times the sum of his base salary plus target annual incentive in severance payments for Mr. Hider. Messrs. Grade, Rasul and Rosenbloom and Ms. Soriano are covered under the Executive Severance Plan, which provides each will receive one and a half times the sum of base salary plus target annual incentive following an involuntary termination without cause. In March 2026, each of Mr. Grade and Mr. Rasul entered into a separation agreement pursuant to which he is entitled to receive, subject to his compliance with the terms of the agreement, severance benefits in accordance with the qualifying termination provisions of the Executive Severance Plan. 2.Reflects the pro rata 2025 annual incentive, which each NEO would be eligible to receive. Upon an involuntary termination without cause and death or disability, the amount reflects actual 2025 financial performance and target individual performance. Upon a qualifying termination following a CIC, the amount reflects target financial and individual performance. 3.Amounts reflect the “in-the-money” value of unvested stock options, if applicable, which is the difference between the applicable share price and the exercise price, the value of unvested RSUs and applicable DEUs and unvested PSUs assuming target performance and applicable DEUs. All amounts are based on the closing stock price on December 31, 2025 ($19.11). Pursuant to the Hider Offer Letter, with respect to the Supplemental Equity Award and the Make Whole Award, any outstanding and unvested RSUs will immediately vest in the event of an involuntary termination without cause. Unvested PSUs that constitute a portion of Mr. Hider’s Supplemental Equity Award or Make Whole Award are not included in the value above for involuntary termination without cause for Mr. Hider as they will continue to vest based on their original terms in accordance with the terms of the Hider Offer Letter. Mr. Grade's September 2, 2025 RSU retention award will vest pursuant to its terms in connection with his separation from Baxter.

  159. Potential Payments Upon Termination or Following a Change in Control

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 79 |

  160. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following estimated information about the relationship between the annual total compensation of its median employee and the annual total compensation of Mr. Hider, President and CEO. For the year ended December 31, 2025: •the annual total compensation of the median Baxter employee (identified in accordance with the procedures described below) calculated in the same manner as the NEOs in the 2025 Summary Compensation Table was $72,402; and •Mr. Hider's annual total compensation was $32,199,341, which differs from the amount reported in the Total column of the 2025 Summary Compensation Table due to the annualization of Mr. Hider’s compensation to reflect his mid-year commencement of employment with Baxter, as discussed further below. Based on this information, the estimated ratio of Mr. Hider’s annual total compensation for 2025 to the annual total compensation of the median Baxter employee in 2025 is 445 to 1. Since Mr. Hider was appointed President and Chief Executive Officer effective August 19, 2025, we annualized his base salary, annual incentive payout, the pro rata portion of his 2025 annual equity award, and the amount of Baxter contributions made on his behalf to the Deferred Compensation Plan. We did not annualize the value of Mr. Hider’s relocation benefits (and related tax reimbursement), personal travel expense allowance, reimbursement for attorneys’ fees, matching gift contribution, Make Whole Awards or Supplemental Equity Award as the value of such benefits and awards was not impacted by the period of service during 2025. We believe this ratio is a reasonable estimate based on Baxter-specific employee demographics and compensation. Our ratio may not be comparable to the ratio disclosed by our peer companies due to a number of factors, including the geographic distribution of its employees, the nature of the business (products or services), our financial performance and whether and where the company manufactures its own products. Due to the sale of our Kidney Care business in 2025, our employee population has changed significantly, necessitating the selection of a new median employee. To identify the median employee from our employee population, we analyzed our consistently applied compensation measure—the sum of base salary and target annual incentive opportunity—for our approximately 33,000 full-time, part-time, seasonal and temporary employees as of November 1, 2025. We did not utilize any exceptions permitted under the applicable SEC rules to exclude any individuals from the total employee population when identifying the median employee. For employees outside of the United States, the amounts were converted to U.S. dollars using the applicable exchange rates as of November 1, 2025. Based on application of this methodology, the median employee is a full-time employee based in the United States.

  161. CEO Pay Ratio

    | 80 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  162. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (PEO) and Non-PEO NEOs and our performance for the fiscal years listed below.

  163. Pay Versus Performance Disclosure

    | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:4 | | | | | Year | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 1¹ ($) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 2¹ ($) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 3¹ ($) | COMPENSATION ACTUALLY PAID TO PEO 11,2,3 ($) | COMPENSATION ACTUALLY PAID TO PEO 21,2,3 ($) | COMPENSATION ACTUALLY PAID TO PEO 31,2,3 ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS1 ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS1,2,3 ($) | TSR ($) | PEER GROUP TSR ($) | NET INCOME (LOSS) ($ MILLIONS)5 | NET SALES ($ MILLIONS)6 | | 2025 | 7,666,044 | 3,809,993 | 29,805,182 | 3,069,426 | 3,291,228 | 14,723,645 | 5,203,101 | 1,204,498 | 26.50 | 148.36 | (957) | 11,244 | | 2024 | 18,071,015 | — | — | 9,204,471 | — | — | 6,508,661 | 4,227,617 | 39.72 | 129.46 | (638) | 15,149 | | 2023 | 13,786,671 | — | — | 10,408,814 | — | — | 5,194,682 | 3,994,655 | 51.20 | 126.21 | 2,663 | 14,813 | | 2022 | 13,588,236 | — | — | (9,114,999) | — | — | 6,721,562 | 14,410 | 65.55 | 123.67 | (2,421) | 14,506 | | 2021 | 15,634,734 | — | — | 19,600,136 | — | — | 4,853,630 | 5,588,070 | 108.45 | 126.13 | 1,295 | 12,146 |

  164. Pay Versus Performance Disclosure

    1.Mr. Almeida (PEO 1) served as our PEO from January 1, 2021 thru February 3, 2025. Mr. Shafer (PEO 2) served as our PEO from February 3, 2025 thru August 19, 2025. Mr. Hider (PEO 3) served as our PEO starting August 19, 2025 and is our current PEO. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  165. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | James K. Saccaro | James K. Saccaro | Joel Grade | Joel Grade | Joel Grade | | Giuseppe Accogli | Giuseppe Accogli | James K. Saccaro | Heather Knight | Heather Knight | | Cristiano Franzi | Cristiano Franzi | Brian Stevens | Alok Sonig | Reazur Rasul | | Andrew Frye | David Rosenbloom | Cristiano Franzi | Christopher Toth | David Rosenbloom | | | | Heather Knight | | Alok Sonig | | | | Alok Sonig | | Cecilia Soriano | | | | Christopher Toth | | |

  166. Pay Versus Performance Disclosure

    2.The amounts set forth above for compensation actually paid to the applicable PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO 1, 2 or 3” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by Baxter’s NEOs. These amounts reflect the 2025 Summary Compensation Table total with certain adjustments as described in footnote 3 below. 3.Compensation actually paid to the applicable PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO 1, 2 or 3” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) reflects the exclusions and inclusions of certain amounts for the applicable PEO and the Non-PEO NEOs as set forth below. Related information regarding compensation paid in 2021, 2022, 2023 and 2024 has not changed from what was included in our 2024 proxy statement and what is set forth in the proxy statement, and as such, information for such years has not been included in the following tables. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion (or Average Exclusion) of Stock Awards and Option Awards” columns are the totals from the “Stock Awards” and “Option Awards” columns set forth in the 2025 Summary Compensation Table. Amounts in the “Exclusion (or Average Exclusion) of Change in Pension Value” columns reflect the amounts attributable to the “Change in Pension Value” reported in the 2025 Summary Compensation Table. Amounts in the “Inclusion (or Average Inclusion) of Pension Service Cost” columns are based on the service cost for services rendered during the listed year.

  167. Pay Versus Performance Disclosure

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 1 ($) | EXCLUSION OF CHANGE IN PENSION VALUE FOR PEO 1 ($) | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS FOR PEO 1 ($) | INCLUSION OF PENSION SERVICE COST FOR PEO 1 ($) | INCLUSION OF EQUITY VALUES FOR PEO 1 ($) | COMPENSATION ACTUALLY PAID TO PEO 1 ($) | | 2025 | 7,666,044 | — | — | — | (4,596,618) | 3,069,426 |

  168. Pay Versus Performance Disclosure

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 81 |

  169. Pay Versus Performance Disclosure

    | Pay Versus Performance Disclosure | Table of Contents |

  170. Pay Versus Performance Disclosure

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 2 ($) | EXCLUSION OF CHANGE IN PENSION VALUE FOR PEO 2 ($) | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS FOR PEO 2 ($) | INCLUSION OF PENSION SERVICE COST FOR PEO 2 ($) | INCLUSION OF EQUITY VALUES FOR PEO 2 ($) | COMPENSATION ACTUALLY PAID TO PEO 2 ($) | | 2025 | 3,809,993 | — | (2,400,815) | — | 1,882,050 | 3,291,228 |

  171. Pay Versus Performance Disclosure

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 3 ($) | EXCLUSION OF CHANGE IN PENSION VALUE FOR PEO 3 ($) | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS FOR PEO 3 ($) | INCLUSION OF PENSION SERVICE COST FOR PEO 3 ($) | INCLUSION OF EQUITY VALUES FOR PEO 3 ($) | COMPENSATION ACTUALLY PAID TO PEO 3 ($) | | 2025 | 29,805,182 | — | (26,318,571) | — | 11,237,034 | 14,723,645 |

  172. Pay Versus Performance Disclosure

    | YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE EXCLUSION OF CHANGE IN PENSION VALUE FOR NON-PEO NEOS ($) | AVERAGE EXCLUSION OF STOCK AWARDS AND OPTION AWARDS FOR NON-PEO NEOS ($) | AVERAGE INCLUSION OF PENSION SERVICE COST FOR NON-PEO NEOS ($) | AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) | | 2025 | 5,203,101 | — | (4,106,592) | — | 107,989 | 1,204,498 |

  173. Pay Versus Performance Disclosure

    The amounts included in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:

  174. Pay Versus Performance Disclosure

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 1 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 1 ($) | VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 1 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO 1 ($) | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 1 ($) | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR PEO 1 ($) | TOTAL—INCLUSION OF EQUITY VALUES FOR PEO 1 ($) | | 2025 | — | (5,304,336) | — | 707,718 | — | — | (4,596,618) |

  175. Pay Versus Performance Disclosure

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 2 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 2 ($) | VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 2 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO 2 ($) | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 2 ($) | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR PEO 2 ($) | TOTAL—INCLUSION OF EQUITY VALUES FOR PEO 2 ($) | | 2025 | — | — | 1,882,050 | — | — | — | 1,882,050 |

  176. Pay Versus Performance Disclosure

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 3 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 3 ($) | VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 3 ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO 3 ($) | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 3 ($) | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR PEO 3 ($) | TOTAL—INCLUSION OF EQUITY VALUES FOR PEO 3 ($) | | 2025 | 11,237,034 | — | — | — | — | — | 11,237,034 |

  177. Pay Versus Performance Disclosure

    | 82 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  178. Pay Versus Performance Disclosure

    | Table of Contents | Pay Versus Performance Disclosure |

  179. Pay Versus Performance Disclosure

    | YEAR | AVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON-PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR NON-PEO NEOS ($) | AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR NON-PEO NEOS ($) | TOTAL—AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | | 2025 | 901,783 | (947,985) | — | 154,191 | — | — | 107,989 |

  180. Pay Versus Performance Disclosure

    4.The Peer Group TSR set forth in this table utilizes the S&P 500 Health Care Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in Baxter and in the S&P 500 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5.The amounts set forth above includes net income (loss) inclusive of discontinued operations. 6.We determined Net Sales From Continuing Operations to be the most important financial performance measure used to link Baxter performance to “Compensation Actually Paid” to our PEOs and Non-PEO NEOs in 2025. For 2025, net sales is presented on a continuing operations basis. For 2024, net sales is presented on a continuing operations basis but includes net sales attributable to Baxter’s former Kidney Care basis (which is now presented on a discontinued operations basis for such period). For prior periods, net sales is presented on a continuing operations basis but (i) includes net sales attributable to Baxter’s former Kidney Care basis and (ii) excludes net sales attributable to Baxter’s former BPS business (which collectively are now presented on a discontinued operations basis for such periods).

  181. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for Baxter and the S&P 500 Health Care Index TSR.

  182. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 83 |

  183. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR

    | Pay Versus Performance Disclosure | Table of Contents |

  184. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the five most recently completed fiscal years (as described in footnote 1 below). 1.Net income (loss) in the table above represents total Baxter net income (loss) for each period presented, inclusive of that associated with discontinued operations (which include net income (loss) attributable to Baxter’s former BPS and Kidney Care businesses).

  185. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    | 84 | | | 2026 Annual Meeting of Stockholders and Proxy Statement |

  186. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    | Table of Contents | Pay Versus Performance Disclosure |

  187. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Sales

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Sales The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net sales (as described in footnote 1 below) during the five most recently completed fiscal years. 1.For 2025, net sales is presented on a continuing operations basis. For 2024, net sales is presented on a continuing operations basis but includes net sales attributable to Baxter’s former Kidney Care business (which is now presented on a discontinued operations basis for such period). For prior periods, net sales is presented on a continuing operations basis but (i) includes net sales attributable to Baxter’s former Kidney Care basis and (ii) excludes net sales attributable to Baxter’s former BPS business (which collectively are now presented on a discontinued operations basis for such periods). 2.Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410. As described in “Proxy Statement Highlights—Performance Highlights” and in “—Compensation Discussion and Analysis—Executive Summary—2025 Company Results”, for purposes of calculating performance under our 2025 annual incentive plan, net sales were calculated at budgeted exchange rates as of January 1, 2025 and include net sales from continuing operations. This amount (which is referred to as Adjusted Net Sales From Continuing Operations in the proxy statement) was $11,283 million for 2025. The financial performance measures that we consider to have been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs to Baxter performance in 2025 are shown below. These measures are not ranked. •Net Sales From Continuing Operations •Adjusted Earnings Per Share From Continuing Operations •Free Cash Flow From Continuing Operations •ROIC •Relative TSR

  188. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Sales

    | 2026 Annual Meeting of Stockholders and Proxy Statement | | | 85 |