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Item 3. Legal Proceedings

2026-02-12 compared with 2025-02-21 · 25 added, 55 removed, 19 unchanged (81% of the section changed)

5 unchanged sentences

As of February 12, 2026, the following serve as Baxter’s executive officers:

Brent Shafer , age 67, is Chair and Interim Chief Executive Officer.

He was appointed to his role on February 3, 2025, in connection with Mr.

José Almeida's separation from Baxter.

He is the former Chair and Chief Executive Officer of Cerner Corporation (Cerner), a leading provider of various health information technologies, ranging from medical devices to electronic health records to hardware, serving in this role from 2018 to 2021.

Prior to Cerner, Mr.

Shafer held a number of roles at Philips, including Chief Executive Officer of Philips North America, a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care.

Shafer was also the Chief Executive Officer of Philips Home Healthcare Solution business.

Before joining Philips, Mr.

Shafer was Vice President and General Manager of Hillrom’s Patient Care Environment Division and worked at GE Medical Systems where he served in key positions in sales, marketing, and general management.

Shafer has also held senior roles at Hewlett Packard’s Medical Products Group and Johnson & Johnson.

Shafer currently serves as a director of Tactile Systems Technology, Inc.

and Veracyte, Inc.

James Borzi , age 62, is Executive Vice President and Chief Supply Chain Officer.

He joined Baxter in August 2020 from GE Healthcare, where he served as Vice President, Chief Supply Chain Officer from 2019 to 2020.

Prior to joining GE Healthcare, he served in various manufacturing operations leadership roles at Becton Dickinson, including Executive Vice President of Global Operations and Chief Supply Chain Officer from 2013 to 2019.

Earlier in his career, he was Senior Vice President of Operations & Technology at Hydro Aluminum and Executive Vice President of Worldwide Operations at Lennox International.

Prior to that, he was the Chief Operating Officer at AEES Inc.

and Senior Vice President of Americas Operations at Alcoa Corporation.

Borzi is a senior advisor to the NAI Group, a Pritzker Private Capital company.

Grade, age 54, is Executive Vice President, Chief Financial Officer and Interim Chief Accounting Officer.

Grade joined Baxter in 2023 as Executive Vice President, Chief Financial Officer.

Additionally, he was elected as our interim Chief Accounting Officer and Principal Accounting Officer (CAO) in September 2024 and will cease serving in that interim capacity as of February 21, 2025.

Grade joined Baxter following a 25-year career with Sysco Corporation (Sysco), the world’s global foodservice leader.

Andrew Hider , age 49, is President and Chief Executive Officer and a member of the Board of Directors of Baxter.

He was appointed on August 19, 2025.

Additionally, he was appointed as our Interim Group President, Medical Products & Therapies, in October 2025 and served in that interim capacity until December 2025.

Before joining Baxter, he served as Chief Executive Officer and a member of the board of directors of ATS Corporation, roles which he has held since March 2017 and May 2017, respectively.

Previously, Mr.

Hider served as President and Chief Executive Officer of the Taylor Made Group, LLC, from May 2016 to February 2017.

Prior to that, Mr.

Hider served for ten years at Danaher Corporation, working in roles of increasing responsibility, most recently serving as President of Veeder Root.

Hider began his career with General Electric, serving in a number of areas including manufacturing, project management, procurement and finance.

He currently serves on the board of directors of Tennant Company (NYSE:

Grade, age 55, is Executive Vice President, Chief Financial Officer, a role in which he has served in since joining Baxter in 2023.

Grade also served as our Interim Chief Accounting Officer and Principal Accounting Officer from September 2024 through February 2025.

Grade joined Baxter following a 25-year career with Sysco Corporation (Sysco).

He most recently served as Sysco’s Executive Vice President, Corporate Development from 2020 to 2023.

1 unchanged sentence

He currently serves as a member of Northwestern University-Kellogg School of Business Financial Network Advisory Board and the Dean’s External Advisory Board of the University of Wisconsin School of Business.

Heather Knight, age 53, is Executive Vice President, Chief Operating Officer and Interim Group President, Medical Products & Therapies.

She was appointed to her role on February 3, 2025.

Knight has led our Medical Products & Therapies segment since 2023.

From 2021 through 2023, she served as president of our former Americas region and our Acute Therapies, Clinical Nutrition, and Medication Delivery business units.

She joined Baxter in 2019 as general manager, U.S.

Hospital Products.

Throughout her 30-year career in the healthcare industry, Ms.

Knight has held numerous roles of increasing leadership in general management, global upstream and commercial capacities at companies including Medtronic plc (Medtronic), Covidien plc, Tyco International plc and Kendall Healthcare

Products Company.

Prior to joining Baxter, she most recently served as vice president and general manager in Medtronic's Surgical Innovations business.

Knight earned her bachelor's degree in Biological Sciences from the University of Buffalo and completed the Executive Sales and Management program from the University of Chicago Booth School of Management.

Knight currently serves as a director of Waters Corporation.

Mason , Ph.D., age 69, is Executive Vice President and Chief Human Resources Officer having served in that capacity since 2006.

Mason joined Baxter in 2006 from GE Insurance Solutions, a primary insurance and reinsurance business, where she was responsible for global human resource functions.

Mason began her career with General Electric (GE) in 1988 after serving with the U.S.

General Accounting Office in Washington, D.C.

Her GE experience included leadership roles in Europe for GE Information Services and GE Capital Real Estate.

She is a member of the Board of Directors of Family Service of Lake County and is a member of the Executive Advisory Council for the Chicago Chapter of National Association of African Americans in Human Resources.

Reazur Rasul , age 49, is Executive Vice President and Group President, Healthcare Systems & Technologies.

6 unchanged sentences

Rosenbloom , age 66, is Executive Vice President and General Counsel.

Rosenbloom joined Baxter from McDermott Will & Emery (McDermott), where he served as a partner for 24 years and Global Head of the Litigation Practice Group from 2017 to 2022.

Rosenbloom joined Baxter from McDermott Will & Schultz, formerly known as McDermott Will & Emery (McDermott), where he served as a partner for 24 years and Global Head of the Litigation Practice Group from 2017 to 2022.

Prior to McDermott, he served for eight years in the U.S.

Attorney’s Office for the Northern District of Illinois.

Rosenbloom is a member of the Board of the Digestive Health Foundation, which supports research at Northwestern Digestive Health Center, which is part of Northwestern Medicine at Northwestern Memorial Hospital.

Alok Sonig , age 52, is Executive Vice President and Group President, Pharmaceuticals.

He was appointed to his role in 2023 after serving as President since 2022.

Sonig joined Baxter in 2022 from Lupin, Inc.

(Lupin), where he served as U.S.

CEO and Global Head of R&D and Biosimilars from 2018 to 2022.

He brings more than 25 years of experience in the life sciences industry.

Prior to Lupin, Mr.

Sonig served as CEO of Developed Markets (U.S., Canada, Europe, and Japan) at Dr.

Reddy’s Laboratories.

He also spent more than 15 years at Bristol Myers Squibb, where he held several positions of increasing responsibility in general management, global strategy and marketing.

Sonig is currently a member of the Advisory Boards for the American University, Kogod School of Business, and Sentry Sciences, Inc., and is a member of the Board of the Southern Asian Pharmaceutical Council.

All executive officers hold office until the next annual election of officers or until their respective successors are elected and qualified.

Rosenbloom is a member of the advisory counsel of the Digestive Health Institute.

Maria Cecilia Soriano , age 54, is Group President, Infusion Therapies & Technologies & Pharmaceuticals.

Soriano was appointed to her current role in 2025 after serving as President, Infusion Therapies & Technologies since 2023.

Prior to joining Baxter, Ms.

Soriano served in increasing roles of responsibility at Becton Dickinson and Company, including as Global Vice President, General Manager, Microbiology from 2020 to 2023;

Vice President, General Manager, Diabetes Care;

Senior Vice President, Global Marketing and Strategy;

President, Strategic Marketing.

Previously, she worked at Johnson & Johnson, the Coca Cola Company and Citibank, N.A.

Soriano currently serves as a member of the board of directors of ScionHealth.

All executive officers hold office until their respective successors are elected and qualified or until their earlier death, resignation or removal.

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.

What changed 10-K

Item 3. Legal Proceedings