百特国际 2025年度报告

(Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR Baxter International Inc. (Exact Name of Registrant as Specified in its Charter)_____________________________________________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☑No☐ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.Yes☑No☐ Indicate by check mark whether registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles)Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Non-accelerated filer☐Emerging growth company☐ 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☑ The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June30, 2025 (the last business day of theregistrant’s most recently completed second fiscal quarter), based on the assumption for the purpose of this computation only that all of the registrant’sdirectors and executive officers are affiliates, was approximately $16billion. The number of shares of the registrant’s common stock, $1.00 par value,outstanding as of February5, 2026 was 514,490,045. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive 2025 proxy statement for use in connection with its Annual Meeting of Stockholders expected to be held on May5,2026 are incorporated by reference into Part III of this report. TABLE OF CONTENTS NumberItem 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments27Item 1C.Cybersecurity28Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities32Item 6.Reserved32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures About Market Risk55Item 8.Financial Statements and Supplementary Data56Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure119Item 9A.Controls and Procedures119Item 9B.Other Information119Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections119Item 10.Directors, Executive Officers and Corporate Governance120Item 11.Executive Compensation120Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters120Item 13.Certain Relationships and Related Transactions, and Director Independence121Item 14.Principal Accountant Fees and Services121Item 15.Exhibits and Financial Statement Schedules121Item 16.Form 10-K Summary121 PART I Item1.Business. Company Overview Baxter International Inc., through our subsidiaries, provides a broad portfolio of essential healthcare products, includingsterile intravenous (IV) solutions; infusion systems and devices; parenteral nutrition therapies; inhaled anesthetics; genericinjectable pharma