S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-8 1 d17715ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on May 8, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Baxter International Inc.

(Exact name of registrant as specified in its charter)

Delaware

36-0781620

(State of Incorporation)

(I.R.S. Employer

Identification No.)

One Baxter Parkway

Deerfield, Illinois 60015

(Address of Registrant’s Principal Executive Offices, including Zip Code)

Baxter International Inc.

Second Amended and Restated 2021 Incentive Plan

(Full Title of the Plan)

Ellen K. Bradford

Senior Vice President and Corporate Secretary

Baxter International Inc.

One Baxter Parkway

Deerfield, Illinois 60015

(224) 948-2000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) is being filed in order to register an additional 20,000,000 shares of common stock, par value $1.00 per share (the “Common Stock”), of Baxter International Inc., a Delaware corporation (the “Registrant”), that may be issued under the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan, as amended and restated effective May 5, 2026 (the “Plan”), which are securities of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on May 4, 2021 (Registration No. 333-255767) and May 7, 2024 (Registration No. 333-279180) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

These shares of Common Stock consist of 20,000,000 shares of Common Stock that have become newly reserved for issuance under the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission (File No. 1-4448) are hereby incorporated by reference:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 12, 2026;

(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Commission on April 30, 2026;

(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on February 12, 2026, March 16, 2026, April 30, 2026 and May 8, 2026; and

(d) The description of the Common Stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 21, 2025), and as amended by any subsequent amendment or any report filed for the purpose of updating such description.

In addition, all reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules) which indicates that all shares of Common Stock covered by this Registration Statement have been sold or which deregisters all such shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such reports and documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.


EXHIBIT NO.		DESCRIPTION

3.1*		Composite Amended and Restated Certificate of Incorporation of Baxter International Inc., dated May 5, 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 with the Commission on May 8, 2026).

4.1		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 with the Commission on May 8, 2026).

5.1*		Opinion of Sidley Austin LLP.

23.1*		Consent of PricewaterhouseCoopers LLP.

23.2*		Consent of Sidley Austin LLP (included in Exhibit 5.1).

24.1*		Power of Attorney (included on the signature page to this Registration Statement).

107*		Filing Fee Table.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on May 8, 2026.

BAXTER INTERNATIONAL INC.

/s/ Andrew P. Hider

Andrew P. Hider

President and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned directors and/or officers of the Registrant whose individual signature appears below hereby appoints David S. Rosenbloom, the Registrant’s Executive Vice President and General Counsel and Ellen K. Bradford, the Registrant’s Senior Vice President and Corporate Secretary, and each of them, any of whom may act without the joinder of the others, as the true and lawful attorney-in-fact and agent of the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and, in connection with any registration of additional securities, to sign any abbreviated registration statement and any and all amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


SIGNATURE	TITLE	DATE

/s/ Andrew P. Hider Andrew P. Hider	President and Chief Executive Officer (Principal Executive Officer and Director)	May 8, 2026

/s/ Anita Zielinski Anita Zielinski	Interim Chief Financial Officer and Senior Vice President, Chief Accounting Officer and Controller (Principal Financial Officer and Principal Accounting Officer)	May 8, 2026

/s/ William A. Ampofo II William A. Ampofo II	Director	May 8, 2026

/s/ Jeffery A. Craig	Director	May 8, 2026
Jeffery A. Craig

/s/ Michael R. McDonnell Michael R. McDonnell	Director	May 8, 2026

/s/ Patricia B. Morrison Patricia B. Morrison	Director	May 8, 2026

/s/ Nancy M. Schlichting	Director	May 8, 2026
Nancy M. Schlichting

/s/ Brent Shafer	Director	May 8, 2026
Brent Shafer

/s/ Amy A. Wendell	Director	May 8, 2026
Amy A. Wendell

/s/ David S. Wilkes, M.D.	Director	May 8, 2026
David S. Wilkes, M.D.

SEC Form S-8 filed by Baxter International Inc.