1 unchanged sentence
Certain of our officers and directors have made elections to participate in, and are participating in, our employee stock purchase plan or have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
+Added: Further, our officers are eligible to participate in Baxter’s U.S.
+Added: tax-qualified Section 401(k) plan (401(k) Plan).
+Added: The 401(k) Plan permits both employer and employee contributions to be invested through a self-directed “brokerage window”, which is subject to Rule 10b5-1(c)(1).
Exhibit Index:
Number Description
−Removed: 2.1 E quity Purchase Agreement, dated August 12, 2024, by and among Baxter International Inc ., Spruce Bidco I, Inc., Spruce Bidco II, Inc., Spr uce Bidco I Limited and CP Spruce Ho ldings, S.C.S p.
−Removed: (incor porated by reference to Exhibit 2.1 to Baxter International Inc.'s Form 8-K, filed on August 13, 2024).
−Removed: 10.1 C redit Agreement, dated as of July 17, 202 4, amo ng Baxter International Inc.
−Removed: as Borrow er, JPMorgan Cha se Bank, National Association as Administrative Agent, and certain other financial institutions named the rein (inco rporated by reference to Exhibit 10.1 to Baxter In ternational Inc.'s Form 8-K, filed on July 18, 2024).
−Removed: C 10.2* Baxter International Inc.
−Removed: Non-Employee Director Compensation Plan (as amended and restated effective January 1, 2025).
−Removed: C 10.3* Baxter International Inc.
−Removed: Executive Severance Plan (as amended and restated effective July 15, 2024).
+Added: C10.1* Form of Performance Share Unit Grant Agreement under Baxter International Inc.
+Added: Amended and Restated 2021 Incentive Plan
+Added: C10.2* Form of Restricted Stock Unit Grant Agreement under Baxter International Inc.
+Added: Amended and Restated 2021 Incentive Plan
+Added: C10.3* Form of Stock Option Grant Agreement under Baxter International Inc.
+Added: Amended and Restated 2021 Incentive Plan
31.1* Certification of Chief Executive Officer Pursuant to Rules 13a-14 (a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
19 unchanged sentences
BAXTER INTERNATIONAL INC.
−Removed: November 12, 2024
−Removed: Executive Vice President, Chief Financial Officer and Interim Chief Accounting Officer, (duly authorized officer, principal financial officer and principal accounting officer)
+Added: Executive Vice President and Chief Financial Officer, (duly authorized officer and principal financial officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.