Item 5. Other Information
Item 5. Other Information
Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase plan, and certain of our officers and directors 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). Further, our officers are eligible to participate in Baxter’s U.S. tax-qualified Section 401(k) plan (401(k) Plan). 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).
48
Item 6. Exhibits
Exhibit Index:
Exhibit
Number Description
3.1 Amendment to Amended and Restated Certificate of Incorporation of Baxter International Inc. (incorporated by reference to Exhibit 3.1 to Baxter International Inc.’s Current report on Form 8-K, filed on May 8, 2026)
3.2 Amended and Restated Bylaws of Baxter International Inc. (incorporated by reference to Exhibit 3.2 to Baxter International Inc.’s Current report on Form 8-K, filed on May 8, 2026) .
10.1 Baxter International Inc. Executive Severance and Change in Control Plan (incorporated by reference to Exhibit 10.1 to Baxter International Inc.’s Current report on Form 8-K, filed on May 8, 2026).
10.2 Amendment to Andrew Hider Offer Letter, dated May 7, 2026, (incorporated by reference to Exhibit 10.2 to Baxter International Inc.’s Current report on Form 8-K, filed on May 8, 2026).
10.3 Baxter International Inc. Second Amended and Restated 2021 Incentive Plan (incorporated by reference to Exhibit 10.3 to Baxter International Inc.’s Current report on Form 8-K, filed on May 8, 2026).
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.
31.2* Certification of Interim Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Interim Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101)
_____________________________________
* Filed herewith.
** Furnished herewith. This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
49
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BAXTER INTERNATIONAL INC.
(Registrant)
Date: July 30, 2026
By: /s/ Anita A. Zielinski
Anita A. Zielinski
Interim Chief Financial Officer and Senior Vice President, Chief Accounting Officer and Controller
(duly authorized officer and principal financial and accounting officer)
50
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.