BAXTER INTERNATIONAL INC

Table of Contents

Proxy Statement Highlights

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, this section presents summary detail about each non-routine voting item. For more complete information, please review the Baxter International Inc. (we, our, Baxter or the company) Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K) and the complete proxy statement.

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.

Board Qualifications, Experiences and Backgrounds

The matrix included below represents some of the key skills, experiences and backgrounds that the Board has identified as particularly valuable and illustrates how the current director nominees individually and collectively possess these key competencies and backgrounds. The matrix does not encompass all of the skills, experience, qualifications and attributes of the director nominees (including additional ones that may have been considered in this year's director nomination process), and no specific weights are assigned to any of the skill sets in the matrix. Additionally, the fact that a particular skill, experience, qualification or attribute for a nominee is not listed below does not mean that he or she does not possess that particular skill, experience, qualification or attribute. The Board believes that its highly qualified director nominees provide the Board with a complementary mix of skills, experience and perspectives necessary for effective oversight.

1. As self-identified by each director nominee.

2025 Board and Governance Highlights

Strong Governance Practices

We remain committed to strong corporate governance practices and protecting stockholder rights. As a result, the Board has adopted the following practices and provisions, among others:

Focus on Board Refreshment and Oversight Responsibilities

Continued Board focus on refreshment, as well as consideration of feedback from our stockholders, led to the separation of the Chair and CEO roles and additional changes in Board and committee composition and responsibilities in 2025 and 2026, as described below:

*Applicable to director nominees as of March 13, 2026.

Board's and Board Committees' Annual Self-Assessment Process

In November 2025, the Board and each of its committees conducted a self-assessment process in which each independent director provided commentary on the performance and effectiveness of the Board and each committee on which he or she served. Outputs from this assessment process informed the Board's and each committee's continuing refreshment efforts as well as changes to standing committee charters and our Corporate Governance Guidelines. For more information regarding this annual evaluation process, see "Corporate Governance at Baxter International Inc.— Board of Directors— Annual Board and Committee Evaluation".

Stockholder Engagement

We have a robust corporate governance outreach program in place to enable us to better understand the perspectives of our stockholders. Our efforts to engage with stockholders on these important topics are reflected by the following statistics:

*Calculated as of December 31, 2025.

Topics discussed with stockholders in 2025 included our strategy and performance, management succession planning (including the Board's search for a permanent CEO) and other corporate governance and strategic matters, including Board composition, Board leadership structure, executive compensation matters, proposed changes to our stock ownership guidelines and sustainability and corporate responsibility initiatives.

Responsiveness to Stockholders

We are committed to being responsive to the views of stockholders and have worked to reflect stockholders' perspectives in our governance policies, executive compensation program and sustainability and corporate responsibility initiatives. This engagement over the years has resulted in enhancements to our proxy statement disclosure, including disclosures relating to ongoing Board refreshment efforts, management succession planning as well as various corporate governance and sustainability and corporate responsibility related updates. In addition, the Board amended Baxter's stock ownership guidelines to implement additional stock retention requirements to better support achievement of the required stock ownership in the applicable compliance period (see "Executive Compensation—Compensation Discussion and Analysis—Additional Compensation Governance—Stock Ownership Guidelines for Executive Officers" for additional detail on the amendments to our stock ownership guidelines). While the Board adopted these changes consistent with peer company practices, stockholder feedback in response to a related stockholder proposal informed the Board's decision making. We continue to evolve our disclosure regarding the performance reviews of the CEO and the other named executive officers (NEOs) and related incentive payout determinations. We also continue to evaluate our compensation policies in light of stockholder feedback as recently shown with the implementation of our new executive cash severance policy, which limits each named executive officers' cash severance benefits. These actions are a continuation of the Board’s strong track record of attentiveness to stockholder feedback.

Performance Highlights

Baxter's publicly reported financial results from continuing operations for 2025 are set forth below. Our performance in 2025 reflects the impact of certain macroeconomic and operational challenges, including the impact of global tariffs and clinical practice changes following Hurricane Helene. These amounts do not include results for our former Kidney Care business, which was sold in January 2025 and the results of which are reflected in our discontinued operations for 2024 and 2025.

1. No material change from 2024.

The amounts set forth above represent Baxter’s publicly disclosed results from continuing operations for 2025. Adjusted earnings per share (EPS) and free cash flow are non-GAAP financial measures. Adjusted EPS excludes the impact of special items, net of the related income tax effects. For purposes of calculating performance under our 2025 annual incentive plan, this measure is referred to in this proxy statement as Adjusted EPS From Continuing Operations. Free cash flow represents net cash provided by operating activities less capital expenditures. For purposes of calculating performance under our 2025 annual incentive plan, this measure is referred to in this proxy statement as Free Cash Flow From Continuing Operations. See Baxter’s Periodic Report on Form 8-K dated February 12, 2026 for a reconciliation of these non-GAAP measures to the applicable measure calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and for information about why management believes that non-GAAP financial measures, when used in conjunction with the results presented in accordance with GAAP and the company’s reconciliations to corresponding GAAP financial measures, may enhance an investor’s overall understanding of our past financial performance and prospects for the future. Non-GAAP financial measures should be considered in addition to, and not as substitutes for, information prepared in accordance with GAAP.

For purposes of calculating performance under the company’s 2025 annual incentive plan, net sales were calculated at budgeted exchange rates (as of January 1, 2025). This measure is referred to in this proxy statement as Adjusted Net Sales From Continuing Operations.

See “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation—Determination of 2025 Annual Incentive Plan Payouts” for reconciliations of Adjusted Net Sales From Continuing Operations, Adjusted EPS From Continuing Operations and Free Cash Flow From Continuing Operations to the applicable measures calculated in accordance with GAAP.

Compensation Design for 2025

The table below summarizes Baxter’s compensation design for 2025 and highlights design and payouts that are linked to Baxter’s pay-for-performance philosophy. More detail regarding plan design can be found in the “Executive Compensation—Compensation Discussion and Analysis” section of the proxy statement.

1. Financial measures include continuing operations.

Pay-For-Performance Alignment

Baxter’s annual and long-term incentive plans consist of metrics that we believe are among the most critical to drive sustainable financial performance. They provide a balance among focusing on organic growth, profitability and the financial health of day-to-day operations.

1. This amount was adjusted for the divestitures of our former BioPharma Solutions (BPS) business in October 2023 and our former Kidney Care business in January 2025.

2. This amount was adjusted to exclude BPS and Kidney Care related revenue for the periods following our divestiture of those businesses.

Items to consider when evaluating this proposal:

On February 10, 2026, the Board approved the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan (Amended Plan), subject to stockholder approval at the Annual Meeting. The Board believes that it is in the best interests of Baxter and its stockholders to adopt the Amended Plan to help increase stockholder value by increasing the number of shares available under the plan to provide opportunities for Baxter to reward and motivate employees, directors and others who provide services to Baxter by linking performance with long-term stockholder value creation. If the Amended Plan is approved, we will continue to be able to make awards of long-term equity incentives, which the Board believes is critical for attracting, motivating, rewarding and retaining a talented team assembled to contribute to our future success, including in light of recent organizational and management changes. If the Amended Plan is not approved by our stockholders at the Annual Meeting, we will continue to operate the Baxter International Inc. Amended and Restated 2021 Incentive Plan (Existing Plan) pursuant to its current provisions (including share limitations) and we may be required to increase the cash component of our compensation mix which would restrict our ability to align the interests of our employees, directors and other service providers with the interests of our stockholders, to recruit and retain new executives, key employees and directors and motivate our current executives and key employees over a long-term horizon.

Items to consider when evaluating this proposal:

Baxter's Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) currently provides that the Board shall consist of no fewer than nine directors and no more than 17 directors, with the exact number being fixed by the Board. The Board recommends amending the Certificate of Incorporation to reduce the required minimum number of directors to seven with no stated maximum limit. While the Board’s size has generally remained static since completion of the spinoff of Baxter’s bioscience business in July 2015, the Board size recently contracted consistent with Baxter’s smaller footprint after completion of the Kidney Care sale in January 2025 and ongoing Board refreshment. While the Board currently intends to maintain a roughly similar size going forward (after giving effect to the reduction to occur immediately prior to the Annual Meeting in connection with Dr. Oesterle’s retirement), the actual number of directors may vary from time to time. Additional changes are more likely during periods of additional strategic transformation as we may further reevaluate and adjust our Board composition to ensure continued alignment with evolving business priorities. The Board believes that providing greater flexibility in its size is in the best interest of Baxter and our stockholders as it will enable the Board to maintain the optimal number of directors to facilitate effective decision-making while also ensuring compliance with the Certificate of Incorporation during transitional periods. Further, the Board believes that setting a minimum of seven directors will help preserve a variety of skills, perspectives and experience so that the Board can continue to provide effective strategic oversight. The Board remains committed to strong corporate governance practices and protecting stockholder rights, including by maintaining annual director elections, regular refreshment and strong Board independence.