BAXTER INTERNATIONAL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Baxter International Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

I am pleased to invite you to attend Baxter’s 2026 Annual Meeting of Stockholders, to be held on Tuesday, May 5, 2026, at 9:00 a.m. Central Time. The accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement provide detailed information regarding the meeting and the matters to be voted upon.

I joined Baxter as president and chief executive officer (CEO) in late August 2025, at a meaningful moment in Baxter’s ongoing transformation. Since then, my focus has been clear: to listen and learn, engage deeply across the organization and with our customers and stockholders, and lead decisively, building on Baxter’s solid foundation while positioning the company for long‑term success.

It is a privilege to lead a company with Baxter’s legacy and our Mission to Save and Sustain Lives. Each year, our essential, market‑leading products help support the care of more than 350 million patients worldwide, highlighting our commitment to those we serve.

Year‑in‑Review Highlights

Baxter made meaningful progress over the past year across strategic, operational, innovation and corporate responsibility priorities, including the following:

•Portfolio Action: Completed the sale of the Kidney Care business, now known as Vantive Health LLC, to Carlyle Group Inc. on January 31, 2025, generating approximately $3.3 billion of net after‑tax proceeds. This transaction marked the final piece of the strategic transformation initiatives announced in January 2023.

•Product Introductions and Innovation: Introduced several new products and solutions across our portfolio, including:

◦Welch Allyn Connex 360 Vital Signs Monitor, a next‑generation patient monitoring device within Baxter’s connected monitoring portfolio.

◦Voalte Linq, a device powered by Scotty assistant, Baxter’s first voice‑activated technology, designed to streamline communication among care teams and integrate with Baxter’s care communications suite, including Voalte Mobile and Voalte Nurse Call.

◦Hemopatch Sealing Hemostat with room‑temperature storage, launched in markets throughout Europe to enhance accessibility in the operating room.

•Operational Resilience and Supply Chain Strength: Continued to execute recovery actions following the impact of Hurricane Helene in late September 2024 at Baxter’s North Cove manufacturing facility. By May 2025, inventory levels were restored and product allocations removed for all intravenous (IV) solutions manufactured at the site. Baxter also received a Gold Level Resiliency Badge from the Healthcare Industry Resilience Collaborative in the areas of IV Solutions, Nutrition Solutions, and Premix Drugs.

•Customer Programs and Partnerships: Expanded participation in customer supply‑assurance programs, including collaboration with Vizient Inc. (the U.S.’s largest provider‑driven healthcare performance improvement company) to incorporate IV fluids into the Vizient Reserve Program, providing participating healthcare organizations with access to dedicated, on‑demand inventory during periods of supply disruption.

•Corporate Responsibility: Published Baxter’s 2024 Corporate Responsibility Report, reinforcing our continuing commitment to responsible, transparent and sustainable business practices. As just one example, last November, the Baxter Foundation announced a renewed partnership with Northwestern University’s School of Education and Social Policy, supported by a three‑year $2.6 million grant, to continue delivering STEM programs for students and teachers across Chicagoland through the Baxter Center for Science Education.

Our Focus

Despite our many accomplishments, this past year was challenging for the company and we are in the early stages of a turnaround. My role as president and CEO is still in the early days, and I am encouraged by the engagement of our employees worldwide and by the progress underway across the company as we work to deliver strategically, operationally and commercially. Baxter remains focused on stabilizing business performance, strengthening execution, thoughtful capital allocation and long‑term value creation, guided by our Mission and supported by a resilient, dedicated global team. And as we build from this foundation, we are taking steps to help ensure we continue progressing toward Building the Best Baxter. Central to these efforts was the launch last October of the Baxter Growth and Performance System (GPS), which establishes a consistent operating cadence, shared performance expectations and culture of continuous improvement.

In parallel, we refined our operating model to reduce complexity and bring leadership closer to our customers and markets. Earlier this year, we introduced a streamlined structure that removes a layer of leadership and embeds more functional capabilities directly within our businesses. These changes are intended to support faster decision-making, clearer accountability and improved execution.

As these actions take hold, teams across Baxter are increasingly aligned around their business priorities and customer needs. Guided by GPS, we remain focused on operational effectiveness, disciplined capital allocation and sustainable long‑term value creation, always inspired by our vision to redefine healthcare delivery across the care journey.

Annual Meeting Information

Baxter’s 2026 Annual Meeting of Stockholders will be held exclusively in a virtual format. Attendance and participation information is included in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.

Details of the business to be conducted at the Annual Meeting are described in the Proxy Statement, which stockholders are encouraged to review carefully.

Your vote is important to us, and I urge you to vote your shares as promptly as possible. Stockholders may vote by Internet or telephone. If you received a paper copy of the proxy card by mail, you may sign, date and return the proxy card in the accompanying envelope. Stockholders of record will also be able to vote at the Annual Meeting.

You will be able to submit questions in advance of and during the Annual Meeting.

On behalf of the Board of Directors and management, thank you for your continued support and investment in Baxter. We look forward to your participation in the Annual Meeting.

Regards,

Andrew HiderPresident and CEO

Thank you for your continued support and investment in Baxter. This past year has been a challenging year for the company, and it was also a year of tremendous change, during which I acted as the interim CEO beginning in February 2025 until the appointment of Andrew Hider as president and CEO this past August. We appointed Andrew following a robust search process. Our objective in appointing Andrew was to bring a proven, top-quality leader well-positioned to help unlock the full potential of Baxter as a transformed, more streamlined and focused company.

Baxter has a strong foundation built on its foundation to Save and Sustain Lives but strengthening our business and positioning for growth is a long-term transition that takes time. The full Board is supportive of the actions Andrew and the management team are taking to set a new clear path forward and deliver meaningful impact for customers, patients and long-term value creation for stockholders. The full Board continues to play a critical role in our strategy oversight, and in 2025, we completed the strategic initiatives previously announced in January 2023, including the sale of our Kidney Care business. We are also particularly proud of the swift actions Baxter took, with direct oversight from our Board, in response to Hurricane Helene, supporting our employees in the impacted communities, bringing the North Cove facility back online in late 2024 and helping to provide ongoing supply to our patients while we worked to return the facility to pre-hurricane levels (which we did in early 2025).

In 2025, the Board remained committed to strong corporate governance practices and transparent disclosure as highlighted by the following focus areas and recent developments at Baxter:

•Effective Board and Management Succession Planning: The Board took a thoughtful approach to the CEO succession process and evaluated both internal and external candidates before appointing Andrew Hider as CEO in August. We retained a leading search firm to support us and the Board formed a CEO Search Working Group consisting of independent directors to oversee the process. In 2025, the Board also formed an Operating Committee to assist management and the Board throughout the ongoing CEO transition. The Operating Committee dissolved in January 2026 in accordance with the terms of its charter.

In connection with Andrew's appointment, the Board determined it was the appropriate time to separate the roles of Chair of the Board and CEO, consistent with prior commitments made by the Board. The Board regularly reviews its leadership structure and believes that separating the positions of Chair and CEO at this stage of Baxter’s transformation best allows Andrew to focus on facilitating strong executive leadership, as well as the day-to-day strategic, operational and financial matters necessary to operate our business.

•Robust Board Refreshment and Active Committee Chair Rotation: The Board is composed of an experienced group of independent directors with an appropriate mix of skills, experience and qualifications to provide effective company oversight. The Board believes in the importance of maintaining a balance of fresh perspectives and significant institutional knowledge and expertise, and as such, views our comprehensive refreshment practices as a critical component of better positioning Baxter for long-term success in a dynamic industry and a complex regulatory environment.

As part of our thoughtful approach to Board composition, we welcomed Michael McDonnell to the Board and the Audit Committee in February. Michael is the former executive vice president and chief financial officer of Biogen Inc., and complements the Board’s breadth of expertise with decades of CFO experience across major global life sciences and technology companies, and deep proficiency in financial management, capital markets and governance. With Michael’s appointment, we have added three of our current independent directors to the Board over the last three years. We would also like to take a moment to thank our departing directors: Cathy Smith and Stephen Rusckowski, who resigned from the Board in February, and Dr. Stephen Oesterle, who will be retiring from the Board in May in accordance with our retirement policy, for their service and contributions to the Board throughout their respective tenures.

In connection with our ongoing Board refreshment, and as part of our commitment to continuously evaluate our Board Committee leadership, we are pleased to announce that William Ampofo will be taking on the role of Quality and Regulatory Compliance Committee Chair upon Dr. Oesterle's retirement and Patricia Morrison assumed the position of Nominating, Corporate Governance and Public Policy Committee Chair earlier this year in connection with Cathy Smith's departure.

•Commitment to Stockholder Engagement and Responsiveness: Baxter maintains a robust annual corporate governance engagement program that allows us to better understand the perspectives of our stockholders. In 2025, Baxter reached out to and engaged with many of our institutional stockholders, focusing conversations on strategy and performance, management succession planning, the Board leadership structure, executive compensation and other corporate governance and sustainability matters.

As a result of our stockholder engagement, the Board is better able to incorporate stockholder views into our decision-making process. Specifically, in response to the support received for a 2024 stockholder proposal, the Board amended Baxter’s stock ownership guidelines to implement additional executive stock retention requirements to better support achievement of the required holdings in the prescribed timeframe. Baxter also continues to evolve its proxy disclosure in response to feedback we have heard from our stockholders, further clarifying the factors that are considered when reviewing executive pay. We remain committed to soliciting the views of our stockholders and continuing our strong track record of responsiveness.

On behalf of the Board, thank you in advance for your support at the 2026 Annual Meeting of Stockholders, which will be held on May 5, 2026. The attached Notice of 2026 Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business being conducted.

As we move forward in 2026 and beyond, we believe Baxter is well positioned to enhance its operational effectiveness and ultimately to drive benefit to our patients, customers and stockholders. We remain confident in the strength of our leadership team and Board to guide Baxter forward.

Best regards,

Brent ShaferNon-Executive Chair of the Board

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