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• John Rogers, 58, will become Executive Vice President and CFO on October 1, 2026, succeeding interim CFO Anita Zielinski, who departs September 15, 2026.
• His compensation includes a $925,000 base salary, 100% target bonus, $4,000,000 annual equity target, sign-on bonus of $2,827,629, and two off-cycle equity grants.
• CEO Andrew Hider will serve as interim CFO from September 15 to October 1, 2026, without additional compensation.
• Bernie Heine was appointed interim Chief Accounting Officer and Controller effective September 15, 2026, with $15,000 monthly pay and a $250,000 RSU award.
• Baxter reiterated its full-year 2026 financial outlook from July 30, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Baxter increased the aggregate purchase price (Offer Cap) of its cash tender offers for certain senior notes from $500 million to $600 million.
• As of the Early Tender Time on August 17, 2026, holders had tendered $421,990,000 of 3.132% Senior Notes due 2051, $132,199,000 of 3.500% Senior Notes due 2046, $72,744,000 of 4.500% Senior Notes due 2043, and $756,712,000 of 2.539% Senior Notes due 2032.
• The tender offers are being made pursuant to an Offer to Purchase dated August 4, 2026, with early settlement expected on August 20, 2026, and no notes tendered after August 17, 2026 will be accepted.
• BofA Securities, J.P. Morgan Securities, and Goldman Sachs are lead dealer managers for the offers.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The offers cover four series: 3.132% Senior Notes due 2051, 3.500% Senior Notes due 2046, 4.500% Senior Notes due 2043, and 2.539% Senior Notes due 2032.
• Holders tendering by the Early Tender Time (August 17, 2026, 5:00 p.m. NYC time) are eligible for a $30 per $1,000 principal amount early tender premium.
• The offers expire on September 1, 2026, with expected settlement dates of August 20, 2026 (early) and September 3, 2026 (final).
• BofA Securities, J.P. Morgan Securities, and Goldman Sachs are lead dealer managers; D.F. King is the tender and information agent.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Her resignation is effective as of September 15, 2026, and she is leaving to join another company.
• The resignation was not due to any disagreement with management or the board regarding operations, policies, practices, financial disclosures, or accounting matters.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• U.S. GAAP net income was $135 million, or $0.26 per diluted share; adjusted diluted EPS was $0.56.
• Company raised full-year 2026 outlook: reported sales growth 3%-4%, organic sales growth 2%-3%, adjusted EPS $1.95-$2.15.
• Board declared quarterly cash dividend of $0.01 per share, payable October 1, 2026.
• Free cash flow was $181 million in Q2 and $257 million in first half of 2026.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The former Pharmaceuticals segment is now reported within the Infusion Therapies & Platforms (ITP) division of MPT; certain manufacturing-related sales previously in Other are also now in ITP.
• The company updated its corporate cost allocation approach, leaving certain shared corporate expenses unallocated rather than fully allocated to segments.
• Exhibit 99.1 provides unaudited recast segment and product category financial information for periods from 2024 through Q1 2026, with no restatement of previously issued financial statements.
• The recast information does not affect reported net income, EPS, total assets, or stockholders' equity for prior periods.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The plan expands qualifying terminations to include 'Good Reason' resignations and clarifies reductions in force as qualifying.
• Severance benefits for named executive officers (excluding CEO Hider) include 1.5x salary and target bonus for non-CIC terminations, and 2.0x for CIC terminations.
• CEO Andrew Hider's offer letter was amended to extend the lump-sum payment for medical, dental, and vision coverage from 18 to 24 months in non-CIC qualifying terminations.
• Stockholders approved an amendment to the certificate of incorporation reducing the minimum number of directors to seven, and the board amended bylaws to set the range at seven to twelve.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• U.S. GAAP net loss from continuing operations was $17 million, or ($0.03) per diluted share; adjusted diluted EPS was $0.36.
• U.S. sales declined 4% reported and organic; international sales rose 12% reported and 3% organic.
• Segment sales: Medical Products & Therapies ~$1.3B (up 2% reported, down 2% organic); Healthcare Systems & Technologies ~$705M (flat reported, down 2% organic); Pharmaceuticals ~$621M (up 7% reported, up 1% organic).
• Company reiterated full-year 2026 outlook: reported sales growth flat to 1%, organic sales growth approximately flat, adjusted diluted EPS $1.85 to $2.05.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits