LivaNova PLC 10-K for FY2025

LivaNova PLC (LIVN)

10-K 2026-02-25 For: 2025-12-31

Added on April 10, 2026

About this 10-K

LivaNova PLC filed this 10-K on February 25, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.39B; up 10.7% from $1.25B a year earlier
Net loss: $242.47M; compared with net income of $63.23M a year earlier
Diluted EPS: -$4.45; compared with $1.16 a year earlier

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Item	Description	Page
	Definitions	3
	Intellectual Property, Trademarks, and Trade Names	6
	Cautionary Note About Forward-Looking Statements	7
	PART I
1.	Business	8
1A.	Risk Factors	18
1B.	Unresolved Staff Comments	31
1C.	Cybersecurity	31
2.	Properties	32
3.	Legal Proceedings	33
4.	Mine Safety Disclosures	33
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	34
6.	[Reserved]	34
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
7A.	Quantitative and Qualitative Disclosures About Market Risk	44
8.	Financial Statements and Supplementary Data	44
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
9A.	Controls and Procedures	44
9B.	Other Information	45
9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	45
	PART III
10.	Directors, Executive Officers, and Corporate Governance	46
11.	Executive Compensation	46
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46
13.	Certain Relationships and Related Transactions, and Director Independence	46
14.	Principal Accounting Fees and Services	46
	PART IV
15.	Exhibits and Financial Statement Schedules	47
16.	Form 10-K Summary	49


Abbreviation						Definition
2015 Plan						LivaNova PLC 2015 Incentive Award Plan
2021 First Lien Credit Agreement						First Lien Credit Agreement between LivaNova PLC and its wholly-owned subsidiary, LivaNova USA, Inc., and Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien Collateral Agent, entered into on August 13, 2021
2022						The year ended December 31, 2022

2023						The year ended December 31, 2023
2024						The year ended December 31, 2024
2024 Restructuring Plan						A plan, initiated during the first quarter of 2024, to enhance LivaNova’s focus on its core Cardiopulmonary and Neuromodulation segments
2025						The year ended December 31, 2025
2025 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2025 Notes						$287.5 million aggregate principal amount 3.00% unsecured cash exchangeable senior notes due 2025 by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, issued by LivaNova USA on June 17, 2020
2025 Notes Repurchase Transaction						Repurchase of $230.0 million aggregate principal amount of the 2025 Notes in privately-negotiated transactions from proceeds from the issuance of the 2029 Notes
2029 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2029 Notes						$345.0 million aggregate principal amount 2.50% unsecured convertible senior notes due 2029 by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, issued by LivaNova PLC on March 8, 2024
A&R 2022 Plan						Amended and Restated LivaNova PLC 2022 Incentive Award Plan

ACS						Advanced Circulatory Support

AI						Artificial intelligence

AOCI						Accumulated other comprehensive income (loss)

ASC						Accounting Standards Codification
ASMs						Anti-seizure medications
ASU						Accounting Standards Update
Audit Committee						LivaNova’s Audit and Compliance Committee
Barclays						Barclays Bank Ireland PLC


Capped Call Transactions						The 2025 Capped Calls and the 2029 Capped Calls
CCPA						California Consumer Privacy Act
CE Mark						Conformité Européenne, French for “European Conformity”
CED						Coverage with Evidence Development
CEO						Chief Executive Officer
CFO						Chief Financial Officer
CISO						Chief Information Security Officer
CLO						Chief Legal Officer
CMS						The U.S. Centers for Medicare & Medicaid Services
Code of Conduct						LivaNova PLC’s Code of Ethics and Business Conduct
CODM						Chief Operating Decision Maker
Company						LivaNova PLC and its consolidated subsidiaries
Court of Appeal						Court of Appeal in Milan
CPB						Cardiopulmonary bypass
CSRD						EU Corporate Sustainability Reporting Directive (2022/2464)
Cyberonics						Cyberonics, Inc.
Delayed Draw Term Facility						$50.0 million delayed draw term facility under the 2021 First Lien Credit Agreement resulting from the Incremental Facility Amendment No. 2


Abbreviation						Definition
DRE						Drug-resistant epilepsy
DTC						Depository Trust Company
DTD						Difficult-to-treat depression: The Company’s broader business and strategic communications reference DTD as the preferred disease state when speaking more broadly about depression treatment, as it is a more inclusive and clinically evolving concept that encompasses patients whose depression continues to cause significant burden despite usual treatment efforts. Meanwhile, LivaNova’s RECOVER clinical study defines the patient population using the inclusion criteria for TRD, typically characterized by major depressive disorder that does not adequately respond to at least two different antidepressant treatments given at an appropriate dose and duration. As a result, the Company uses TRD in the context of the RECOVER study to maintain consistency with the study protocol approved by the U.S. Centers for Medicare & Medicaid Services. References to either term in this filing are context-dependent but describe overlapping populations.
ECJ						European Court of Justice

Embedded Derivatives						The bifurcated embedded derivatives associated with the 2025 Notes and 2029 Notes, collectively

ESPP						Global Employee Share Purchase Plan

EtO						Ethylene oxide
EU						European Union
Exchange Act						U.S. Securities Exchange Act of 1934, as amended
False Claims Act						U.S. False Claims Act
FASB						Financial Accounting Standards Board
FCPA						U.S. Foreign Corrupt Practices Act of 1977
FDA						U.S. Food and Drug Administration

FX						Foreign currency exchange rate
GDPR						General Data Protection Regulation
Hemolung						Hemolung Respiratory Assist System
HHS						The U.S. Department of Health & Human Services
HIPAA						Health Insurance Portability and Accountability Act of 1996
HITECH						Health Information Technology and Clinical Health Act
HLM						Heart-lung machine
IBR						Incremental borrowing rate
ImThera						ImThera Medical, Inc. was a company developing an implantable neurostimulation device system for the treatment of obstructive sleep apnea that LivaNova acquired in 2018
Incremental Facility Amendment No. 2						An incremental facility amendment to the 2021 First Lien Credit Agreement, dated July 6, 2022
Incremental Facility Amendment No. 3						An incremental facility amendment to the 2021 First Lien Credit Agreement, dated March 8, 2024
Initial Term Facility						$300.0 million term facility under the 2021 First Lien Credit Agreement, resulting from the Incremental Facility Amendment No. 2
IPR&D						In-Process Research and Development
IRC						U.S. Internal Revenue Code

ISDA						International Swaps and Derivatives Association, Inc.
ISIN						National Inspectorate for Nuclear Safety and Radiation Protection, a sub-body of the Italian Ministry of Economic Development

ISO						International Organization for Standardization
IT						Information technology
LivaNova						LivaNova PLC and its consolidated subsidiaries
LivaNova PLC						A public limited company organized under the laws of England and Wales
LivaNova USA						LivaNova USA, Inc.
LSM						LivaNova Site Management S.r.l.


MDR						EU Medical Device Regulation
MedTech						Medical technology


Nasdaq						Nasdaq Global Select Market
NCD						National Coverage Determination


Abbreviation						Definition
OBBBA						One Big Beautiful Bill Act


OECD						Organisation for Economic Co-operation and Development
Option Counterparties						Certain financial institutions with which LivaNova USA or LivaNova PLC, as applicable, has entered into the 2025 Capped Calls and 2029 Capped Calls
OSA						Obstructive sleep apnea
OSPREY clinical trial						LivaNova’s clinical trial, “Treating Obstructive Sleep Apnea using Targeted Hypoglossal Neurostimulation”

PSU						Performance stock unit
Pillar Two						Organisation for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (Pillar Two)
Plan Committee						Qualified Plan Committee
PMA						Pre-market approval

PP&E						Property, plant, and equipment
Public Administrations						The Italian Ministry of the Environment and other Italian government agencies
R&D						Research and development
RECOVER clinical study						LivaNova’s clinical study “A Prospective, Multi-center, Randomized Controlled Blinded Trial Demonstrating the Safety and Effectiveness of VNS Therapy System as Adjunctive Therapy Versus a No Stimulation Control in Subjects With Treatment-Resistant Depression”
Report						This Annual Report on Form 10-K
RSU						Restricted stock unit
S&P						Standard & Poor’s
SAR						Stock appreciation right
SDRT						UK Stamp Duty Reserve Tax
SEC						U.S. Securities and Exchange Commission
Second A&R 2022 Plan						Second Amended and Restated LivaNova PLC 2022 Incentive Award Plan
Securities Act						U.S. Securities Act of 1933, as amended
SG&A						Selling, general, and administrative expenses
SNIA						SNIA S.p.A.
SNIA Litigation Guarantee						A first demand bank guarantee of €270.0 million in connection with the SNIA environmental litigation
SOFR						Secured Overnight Financing Rate
Sorin						Sorin S.p.A.
Term Facilities						The Initial Term Facility, together with the Delayed Draw Term Facility
TRD						Treatment-resistant depression: LivaNova’s RECOVER clinical study defines the patient population using the inclusion criteria for TRD, typically characterized by major depressive disorder that does not adequately respond to at least two different antidepressant treatments given at an appropriate dose and duration. As a result, the Company uses TRD in the context of the RECOVER study to maintain consistency with the study protocol approved by the U.S. Centers for Medicare & Medicaid Services. Meanwhile, the Company’s broader business and strategic communications reference DTD as the preferred disease state when speaking more broadly about depression treatment, as it is a more inclusive and clinically evolving concept that encompasses patients whose depression continues to cause significant burden despite usual treatment efforts. References to either term in this filing are context-dependent but describe overlapping populations.
Trust						LivaNova PLC Employee Benefit Trust
U.S.						United States of America
U.S. GAAP						Generally Accepted Accounting Principles in the U.S.
UK						United Kingdom
UK Bribery Act						UK Bribery Act of 2010
United States						United States of America
USD						U.S. dollar

VNS						Vagus nerve stimulation
VNS Therapy						LivaNova Vagus Nerve Stimulation Therapy


							% Change
	2025		2024		2023		2025 vs 2024		2024 vs 2023
Cardiopulmonary
United States	$	275,859	$	242,463	$	202,358	13.8	%	19.8	%
Europe (1)	201,044		168,024		157,414		19.7	%	6.7	%
Rest of World (1)	308,482		273,025		244,340		13.0	%	11.7	%
	785,385		683,512		604,112		14.9	%	13.1	%
Neuromodulation
United States	463,602		441,022		407,493		5.1	%	8.2	%
Europe (1)	65,023		54,899		57,435		18.4	%	(4.4)	%
Rest of World (1)	64,187		58,302		54,782		10.1	%	6.4	%
	592,812		554,223		519,710		7.0	%	6.6	%
Other Revenue (2)	9,856		15,702		29,723		(37.2)	%	(47.2)	%
Totals
United States	739,573		695,083		635,044		6.4	%	9.5	%
Europe (1)	269,176		220,032		214,792		22.3	%	2.4	%
Rest of World (1)	379,304		338,322		303,709		12.1	%	11.4	%
	$	1,388,053	$	1,253,437	$	1,153,545	10.7	%	8.7	%


	December 31,
	2025		2024
Available Short-term Liquidity
Cash and cash equivalents	$	635,552	$	428,858
Availability under the 2021 First Lien Credit Agreement	225,000		225,000
	$	860,552	$	653,858

Working Capital
Current assets	$	1,101,613	$	1,127,186
Current liabilities	808,072		392,125
	$	293,541	$	735,061

Debt Obligations
Current portion of long-term debt	$	30,878	$	77,339
Short-term unsecured borrowing arrangements	594		665
Current debt obligations	31,472		78,004
Long-term debt obligations	345,185		549,624
	$	376,657	$	627,628


Description						Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)						F-1
Consolidated Statements of Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023						F-2
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023						F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024						F-4
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025, 2024, and 2023						F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023						F-6
Notes to Consolidated Financial Statements						F-7


Exhibit Number						Description
2.1						Share and Asset Purchase Agreement, dated as of December 2, 2020, by and between LivaNova PLC and Mitral Holdco S.à.r.l., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on December 3, 2020
2.2						Amended and Restated Share and Asset Purchase Agreement, dated as of April 9, 2021, by and between LivaNova PLC and Mitral Holdco S.à.r.l., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on April 15, 2021
3.1						Amended Articles of Association, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020
4.1*						Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended
4.2						Indenture, dated as of March 8, 2024 between LivaNova PLC and Citibank, N.A., as trustee, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2024
4.3						Form of Global Note, representing LivaNova’s 2.50% convertible senior notes due 2029 (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2024)
10.1†						Form of Deed of Indemnification (Directors), each effective October 19, 2015, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on October 19, 2015
10.2†						Form of Deed of Indemnification (Officers), each effective October 19, 2015, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on October 19, 2015
10.3†						2015 Plan and related Sub-Plan for UK Participants, adopted on October 16, 2015, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on October 19, 2015
10.4†						Form of SAR Award Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on March 16, 2018
10.5†						General Provisions of the Company’s ESPP dated 12 June 2018, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018
10.6†						Form of SAR Award Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on April 1, 2019
10.7						Form of Capped Call Confirmation incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 17, 2020


Exhibit Number						Description
10.8						Form of Confirmation for Capped Call Transactions, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2024
10.9†						Form of SAR Award Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020
10.10†						Service Agreement, effective August 1, 2021, between the Company and Alex Shvartsburg, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021
10.11†						Letter, dated December 14, 2022, to Alex Shvartsburg regarding an increase in gross annual base salary, effective January 1, 2023, incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
10.12						First Lien Credit Agreement dated as of August 13, 2021 among LivaNova PLC, LivaNova USA, the lenders and issuing banks party thereto and Goldman Sachs Bank USA as First Lien Administrative Agent and First Lien Collateral Agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on August 16, 2021
10.13						Incremental Facility Amendment No. 1 to Credit Agreement, dated as of February 24, 2022, by and among LivaNova PLC, LivaNova USA, the lenders and issuing banks party thereto and Goldman Sachs Bank USA as First Lien Administrative Agent, incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021
10.14						Letter of Indemnity in respect of the Issuance of Trade Finance Guarantee by Barclays Bank Ireland PLC, Italy Branch dated March 18, 2022, by and among LivaNova PLC Italian Branch and Barclays Bank Ireland PLC, Italy Branch, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 21, 2022
10.15						Pledge Agreement dated as of March 18, 2022, among LivaNova PLC Italian Branch and Barclays Bank Ireland PLC, Italy Branch, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on March 21, 2022
10.16						Amendment 2 to the Credit Agreement, dated as of March 16, 2022, by and among LivaNova PLC, LivaNova USA, the Lenders and Goldman Sachs Bank USA as First Lien Administrative Agent, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed on May 4, 2022
10.17						Incremental Facility Amendment No. 2 to Credit Agreement, dated as of July 6, 2022, by and among LivaNova PLC, LivaNova USA, the Second Incremental Term Lenders, Delayed Draw Incremental Lenders, Goldman Sachs Bank USA, the Revolving Lenders and Issuing Banks, and for purposes of Sections 8 and 10 only, the other Loan Parties as of the date hereof, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 6, 2022
10.18						Incremental Facility Amendment No. 3 to Credit Agreement, dated as of March 8, 2024, by and among LivaNova PLC, LivaNova USA, the Third Incremental Amendment Revolving Lenders, Goldman Sachs Bank USA, the Term Lenders parties hereto, the Issuing Banks, the Swingline Lenders and, for purposes of Sections 7 and 9 only, the other Loan Parties as of the date hereof, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on March 8, 2024
10.19†						Amendment to 2015 Plan, dated June 13, 2022, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.20†						Amendment No. 2 to 2015 Plan, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on June 12, 2024
10.21†						Form of 2022 Plan SAR Grant Notice and Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.22†						Form of 2022 Plan RSU Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.23†						Amendment to relevant 2020, 2021, and 2022 RSU Awards under the 2015 Plan, incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q, filed on August 3, 2022
10.24†						Form of 2022 Plan SAR Grant Notice and Agreement, effective February 2023, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
10.25†						Form of 2022 Plan RSU Award Grant Notice and Agreement, effective February 2023, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
10.26†						Form of 2022 Plan PSU Award Grant Notice and Agreement, effective February 2023, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
10.27†						Amendment to Form of SAR Grant Notice and Agreement, incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022
10.28†						Amendment to Form of 2022 Plan RSU Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.52 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022


Exhibit Number						Description
10.29†						2022 Plan, incorporated by reference to Exhibit 99.1 of the Company’s Form S-8, filed on June 13, 2022
10.30†						A&R 2022 Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 16, 2023
10.31†						Amendment No. 1 to the A&R 2022 Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 12, 2024
10.32†						Second A&R 2022 Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 11, 2025
10.33†						Form of Second A&R 2022 Plan SAR Grant Notice and Agreement, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on June 11, 2025
10.34†						Form of Second A&R 2022 Plan RSU Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on June 11, 2025
10.35†						Form of Second A&R 2022 Plan PSU Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on June 11, 2025
10.36†						2025 Director Plan, incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed on June 11, 2025
10.37†						Form of 2025 Director Plan RSU Award Grant Notice and Agreement, incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed on June 11, 2025
10.38†						Michael Hutchinson Employment Agreement, dated November 2, 2022, incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
10.39†						Vladimir Makatsaria Employment Agreement, dated February 1, 2024, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2024
10.40†						Ahmet Tezel Employment Agreement, dated April 27, 2024, incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024
10.41†*						Natalia Kozmina Employment Agreement, dated January 2, 2026
19.1*						LivaNova Insider Trading Policy
21.1*						List of Subsidiaries of LivaNova PLC
23.1*						Consent of PricewaterhouseCoopers LLP
31.1*						Certification of the Chief Executive Officer of LivaNova PLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of the Chief Financial Officer of LivaNova PLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of the Chief Executive Officer and of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1						LivaNova Incentive Compensation Clawback Policy, adopted July 19, 2023, incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
101*						Interactive Data Files Pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL: (i) the Consolidated Statements of Income (Loss) for the years ended December 31, 2025, 2024, and 2023, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023, (iii) the Consolidated Balance Sheets as of December 31, 2025 and 2024, (iv) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, and (vi) the Notes to the Consolidated Financial Statements.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	LIVANOVA PLC


Date: February 25, 2026	By:	/s/ VLADIMIR MAKATSARIA
		Vladimir Makatsaria
		Chief Executive Officer
		(Principal Executive Officer)


	LIVANOVA PLC


Date: February 25, 2026	By:	/s/ ALEX SHVARTSBURG
		Alex Shvartsburg
		Chief Financial Officer
		(Principal Accounting and Financial Officer)


	Year Ended December 31,
	2025		2024		2023
Net revenue	$	1,388,053	$	1,253,437	$	1,153,545
Cost of sales	448,183		399,953		397,725
Gross profit	939,870		853,484		755,820
Operating expenses:
Selling, general, and administrative	548,813		508,876		502,699
Research and development	185,764		182,514		193,817

Impairment of long-lived assets	—		—		89,974
Other operating expense	5,903		33,043		37,828
Operating income (loss)	199,390		129,051		(68,498)
SNIA environmental liability expense	(365,553)		—		—
Interest expense	(49,286)		(63,070)		(58,853)
Loss on debt extinguishment	(2,651)		(25,482)		—
Foreign exchange and other income/(expense)	(2,681)		47,811		46,125
(Loss) income before income tax	(220,781)		88,310		(81,226)
Income tax expense (benefit)	21,639		25,058		(98,876)
Loss from equity method investments	(51)		(18)		(104)
Net (loss) income	$	(242,471)	$	63,234	$	17,546

Basic (loss) income per share	$	(4.45)	$	1.17	$	0.33
Diluted (loss) income per share	$	(4.45)	$	1.16	$	0.32

Shares used in computing basic (loss) income per share	54,548		54,240		53,939
Shares used in computing diluted (loss) income per share	54,548		54,574		54,212


ASSETS	2025		2024
Current Assets:
Cash and cash equivalents	$	635,552	$	428,858
Restricted cash	—		294,698
Accounts receivable, net of allowance of $12,527 as of December 31, 2025 and $11,275 as of December 31, 2024	215,985		193,158
Inventories	164,701		147,566
Prepaid and refundable taxes	48,606		30,544


Prepaid expenses and other current assets	36,769		32,362
Total Current Assets	1,101,613		1,127,186
Property, plant, and equipment, net	242,603		170,260
Goodwill	792,840		750,006
Intangible assets, net	229,964		237,294
Operating lease assets	55,519		46,837
Investments	20,291		25,084
Deferred tax assets	110,983		111,855
Long-term derivative assets	36,551		23,735
Other assets	15,689		14,132
Total Assets	$	2,606,053	$	2,506,389
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current debt obligations	$	31,472	$	78,004
Accounts payable	97,157		69,726
Accrued liabilities and other	94,573		118,485

SNIA environmental liability	396,242		—
Current contingent consideration	50,030		—
Current litigation provision liability	12,552		12,918
Taxes payable	33,133		32,456
Accrued employee compensation and related benefits	92,913		80,536

Total Current Liabilities	808,072		392,125
Long-term debt obligations	345,185		549,624
Long-term contingent consideration	42,045		84,218
Deferred tax liabilities	9,590		10,915
Long-term operating lease liabilities	48,327		40,105
Long-term employee compensation and related benefits	13,574		12,847
Long-term derivative liabilities	83,904		51,819
Other long-term liabilities	55,369		44,478
Total Liabilities	1,406,066		1,186,131
Commitments and contingencies (Note 11)
Shareholders’ Equity:
Ordinary Shares, £1.00 par value: Unlimited shares authorized; 55,535,181 shares issued and 54,649,085 shares outstanding as of December 31, 2025; 54,437,670 shares issued and 54,348,542 shares outstanding as of December 31, 2024	84,564		83,156
Additional paid-in capital	2,254,980		2,220,658
Accumulated other comprehensive income (loss)	7,330		(80,170)
Accumulated deficit	(1,145,721)		(903,250)
Treasury shares at cost, 886,096 ordinary shares as of December 31, 2025; 89,128 ordinary shares as of December 31, 2024	(1,166)		(136)
Total Shareholders’ Equity	1,199,987		1,320,258
Total Liabilities and Shareholders’ Equity	$	2,606,053	$	2,506,389


							% Change
	2025		2024		2023		2025 vs 2024		2024 vs 2023
Cardiopulmonary	$	108,301	$	76,848	$	26,407	40.9	%	191.0	%
Neuromodulation	215,474		195,309		153,384		10.3	%	27.3	%
	$	323,775	$	272,157	$	179,791	19.0	%	51.4	%


	2025		2024		2023
Operating activities	$	254,340	$	183,038	$	74,914
Investing activities	(72,912)		(48,160)		(40,331)
Financing activities	(285,660)		18,551		21,484
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	16,228		(7,745)		6,187
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(88,004)	$	145,684	$	62,254


	Year Ended December 31,
	2025		2024		2023
Operating Activities:
Net (loss) income	$	(242,471)	$	63,234	$	17,546
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Share-based compensation	36,292		33,933		36,352
Depreciation	28,563		25,104		24,737
Amortization of debt issuance costs	23,059		21,599		19,053
Amortization	17,701		17,212		25,472
Amortization of operating lease assets	13,368		8,828		10,647
Remeasurement of contingent consideration to fair value	7,857		3,316		9,360
Remeasurement of derivative instruments, net	(6,899)		(25,345)		(22,911)
Gain on sale of asset	(4,128)		—		—
Loss (gain) on investment revaluation - Ceribell, Inc.	3,622		(7,144)		—
Loss on debt extinguishment	2,651		25,482		—
Deferred income tax expense (benefit)	455		6,795		(114,428)
Impairment of investments	1,112		5,768		—
Impairment of long-lived assets	—		—		89,974
ACS inventory obsolescence adjustment	—		—		12,621
Other	3,188		2,950		1,111
Changes in operating assets and liabilities:
Accounts receivable, net	(10,705)		11,060		(28,864)
Inventories	(5,291)		(6,757)		(28,478)
Other current and non-current assets	38,538		(1,645)		15,302
Accounts payable and accrued current and non-current liabilities	(13,446)		(14,478)		19,190
Taxes payable	(3,591)		10,851		7,361
SNIA environmental liability	365,553		—		—
Litigation provision liability	(1,088)		2,275		(19,131)
Net cash provided by operating activities	254,340		183,038		74,914
Investing Activities:
Purchases of property, plant, and equipment	(81,050)		(47,107)		(34,981)
Proceeds from sale of investment	6,522		—		—
Proceeds from asset sales	7,281		89		1,154
Purchases of investments	(5,665)		(1,142)		(6,504)

Net cash used in investing activities	(72,912)		(48,160)		(40,331)
Financing Activities:
Repayment of long-term debt obligations	(280,927)		(247,546)		(21,624)
Shares repurchased from employees for minimum tax withholding	(4,430)		(8,439)		(7,503)


	Employee Severance and Other Termination Costs		Other		Total
As of December 31, 2022	$	2,045	$	—	$	2,045
Charges	956		—		956
Cash payments	(2,090)		—		(2,090)
As of December 31, 2023	911		—		911
Charges	10,569		2,787		13,356
Cash payments	(9,441)		(2,222)		(11,663)
As of December 31, 2024	2,039		565		2,604
Charges	(401)		224		(177)
Cash payments	(1,638)		(789)		(2,427)
As of December 31, 2025	$	—	$	—	$	—


	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders’ Equity
December 31, 2022	53,852	$	82,424	$	2,157,724	$	(375)	$	(48,119)	$	(984,030)	$	1,207,624
Share-based compensation plans	90	109		31,793		320		—		—		32,222
Net income	—	—		—		—		—		17,546		17,546
Other comprehensive income	—	—		—		—		20,236		—		20,236
December 31, 2023	53,942	82,533		2,189,517		(55)		(27,883)		(966,484)		1,277,628
Share-based compensation plans	496	623		31,141		(81)		—		—		31,683
Net income	—	—		—		—		—		63,234		63,234
Other comprehensive loss	—	—		—		—		(52,287)		—		(52,287)
December 31, 2024	54,438	83,156		2,220,658		(136)		(80,170)		(903,250)		1,320,258
Share-based compensation plans	1,097	1,408		34,322		(1,030)		—		—		34,700
Net loss	—	—		—		—		—		(242,471)		(242,471)
Other comprehensive income	—	—		—		—		87,500		—		87,500
December 31, 2025	55,535	$	84,564	$	2,254,980	$	(1,166)	$	7,330	$	(1,145,721)	$	1,199,987


	2023
Intangible assets:
Developed technology	$	78,067
Trade names	7,117
Property, plant, and equipment	3,894
Operating lease assets	896
Total impairment of long-lived assets	$	89,974


	Amortization Period in Years	December 31,
		2025		2024
Finite-lived intangible assets:
Customer relationships	7 - 18	$	190,850	$	178,616
Developed technology	14 - 17	108,907		97,858
Trade names		14,076		12,453
Other intangible assets		1,038		721
Total gross finite-lived intangible assets		314,871		289,648
Accumulated amortization - Customer relationships		(107,785)		(90,895)
Accumulated amortization - Developed technology		(74,263)		(60,315)
Accumulated amortization - Trade names		(14,076)		(12,453)
Accumulated amortization - Other intangible assets		(783)		(691)
Total accumulated amortization		(196,907)		(164,354)
Net finite-lived intangible assets		$	117,964	$	125,294
Indefinite-lived intangible assets:
IPR&D		$	112,000	$	112,000
Goodwill		792,840		750,006
Total indefinite-lived intangible assets		$	904,840	$	862,006


December 31, 2025	Balance Sheet Location	Total		Fair Value Measurements Using Inputs Considered as:
				Level 1		Level 2		Level 3
Assets
Derivative assets - freestanding instruments (FX)	Prepaid expenses and other current assets	$	165	$	—	$	165	$	—

Derivative assets - capped call derivatives (2029 Notes)	Long-term derivative assets	36,551		—		—		36,551
Convertible notes receivable	Investments	3,000		—		—		3,000
		$	39,716	$	—	$	165	$	39,551

Liabilities
Derivative liabilities - freestanding instruments (FX)	Accrued liabilities and other	$	99	$	—	$	99	$	—
Derivative liabilities - embedded derivative (2029 Notes)	Long-term derivative liabilities	83,904		—		—		83,904
ImThera contingent consideration arrangement	Current contingent consideration	50,030		—		—		50,030
ImThera contingent consideration arrangement	Long-term contingent consideration	42,045		—		—		42,045
		$	176,078	$	—	$	99	$	175,979


	Capped Call Derivative Assets (2025 Notes)		Capped Call Derivative Assets (2029 Notes)		Convertible Notes Receivable		Embedded Derivative Liability (2025 Notes)		Embedded Derivative Liability (2029 Notes)		Contingent Consideration Liability Arrangements
As of December 31, 2023	$	38,496	$	—	$	275	$	45,569	$	—	$	94,652
Additions	—		31,637		—		—		87,457		—
Cash receipt	(22,524)		—		—		—		—		—
Payment	—		—		—		(36,915)		—		(13,750)
Changes in fair value (1) (2)	(13,348)		(7,902)		(275)		(5,739)		(35,638)		3,316
As of December 31, 2024	2,624		23,735		—		2,915		51,819		84,218
Additions	—		—		3,000		—		—		—
Changes in fair value (1) (2)	(2,624)		12,816		—		(2,915)		32,085		7,857
As of December 31, 2025	$	—	$	36,551	$	3,000	$	—	$	83,904	$	92,075


Share Price Volatility (1)	Capped Call Derivative Assets (2025 Notes)		Capped Call Derivative Assets (2029 Notes)		Embedded Derivative Liability (2025 Notes)		Embedded Derivative Liability (2029 Notes)
December 31, 2025	N/A		37	%	N/A		37	%
December 31, 2024	37	%	35	%	37	%	35	%


	Operating Leases
2026	$	11,853
2027	10,496
2028	9,416
2029	7,960
2030	7,170
Thereafter	26,563
Total lease payments	73,458
Less: Amount representing interest	16,343
Present value of lease liabilities	$	57,115


	Change in Unrealized (Loss) Gain on Cash Flow Hedges		Foreign Currency Translation Adjustments (1)		Total
As of December 31, 2022	$	966	$	(49,085)	$	(48,119)


Other comprehensive (loss) income before reclassifications, net of tax	(433)		21,202		20,769


Reclassification of amounts from AOCI, net of tax	(533)		—		(533)
Net current-period other comprehensive (loss) income, net of tax	(966)		21,202		20,236
As of December 31, 2023	—		(27,883)		(27,883)


Other comprehensive loss before reclassifications, net of tax	—		(52,287)		(52,287)
Reclassification of amounts from AOCI, net of tax	—		—		—
Net current-period other comprehensive loss, net of tax	—		(52,287)		(52,287)
As of December 31, 2024	—		(80,170)		(80,170)


Other comprehensive income before reclassifications, net of tax	—		87,500		87,500
Reclassification of amounts from AOCI, net of tax	—		—		—



Net current-period other comprehensive income, net of tax	—		87,500		87,500
As of December 31, 2025	$	—	$	7,330	$	7,330


	Unrecognized Share-based Compensation Cost		Weighted-Average Remaining Vesting Period (in years)
Service-based SARs	$	27,260	2.61
Service-based RSUs	30,631		2.06
Performance-based RSUs	12,153		1.83
	$	70,044	2.23


SARs and Stock Options	Number of Optioned Shares	Wtd.-Avg. Exercise Price per Share		Wtd.-Avg. Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands) (1)
Outstanding — as of December 31, 2024	3,045,532	$	61.70
Granted	957,734	36.88
Exercised	(145,479)	45.05
Forfeited	(109,429)	45.76
Expired	(78,096)	79.49
Outstanding — as of December 31, 2025	3,670,262	55.98		6.67	$	43,269
Fully vested and exercisable — end of year	(1,846,208)	66.10		4.83	12,820
Fully vested and expected to vest — end of year (2)	(3,445,871)	56.94		6.52	38,706


Service-based RSUs	Number of Shares	Wtd.-Avg. Grant Date Fair Value
Non-vested shares as of December 31, 2024	762,312	$	54.32
Granted	555,277	39.37
Vested	(286,587)	56.05
Forfeited	(58,986)	46.35
Non-vested shares as of December 31, 2025	972,016	45.75


	U.S. Pension Benefits				Non-U.S. Pension Benefits
	2025		2024		2025		2024
Accumulated benefit obligations at year-end	$	8,003	$	7,944	$	7,252	$	7,215
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	7,944	$	9,222	$	7,594	$	8,260
Service cost	—		—		236		225
Interest cost	349		347		224		205
Plan settlement	(189)		(326)		—		—
Actuarial loss/(gain)	234		(976)		(164)		(208)
Benefits paid	(335)		(323)		(1,045)		(316)
FX and other	—		—		769		(572)
Projected benefit obligation at end of year	$	8,003	$	7,944	$	7,614	$	7,594
Change in plan assets:
Fair value of plan assets at beginning of year	$	7,923	$	6,671	$	3,016	$	3,290
Actual return on plan assets	808		352		(38)		(20)
Employer contributions	850		1,549		—		—
Plan settlement	(189)		(326)		—		—
Benefits paid	(335)		(323)		(104)		(78)
FX and other	—		—		34		(176)
Fair value of plan assets at end of year	$	9,057	$	7,923	$	2,908	$	3,016
Funded status at end of year:
Fair value of plan assets	$	9,057	$	7,923	$	2,908	$	3,016
Projected benefit obligations	8,003		7,944		7,614		7,594
(Over) under funded status of the plans (1)	$	(1,054)	$	21	$	4,706	$	4,578

Amounts recognized on the consolidated balance sheets consist of:
Non-current assets	$	1,054	$	—	$	—	$	—
Non-current liabilities	—		(21)		(5,644)		(5,682)
Recognized asset (liability)	$	1,054	$	(21)	$	(5,644)	$	(5,682)


December 31, 2025	Total		Fair Value Measurement Using Inputs Considered as:
			Level 1		Level 2		Level 3
Equity mutual funds	$	2,592	$	2,592	$	—	$	—
Fixed income mutual funds	6,327		6,327		—		—
Money market funds	91		91		—		—
	$	9,010	$	9,010	$	—	$	—


	U.S. Plans		Non-U.S. Plans
2026	$	3,513	$	378
2027	610		413
2028	494		510
2029	509		469
2030	442		652
2031 - 2035	1,757		3,934


	2025
(Loss) income before income tax:
UK domestic	$	40,823
Foreign	(261,604)
	$	(220,781)
Income tax expense (benefit):
Current:
UK domestic (national)	$	2,142
Foreign	19,042
	21,184
Deferred:
UK domestic (national)	$	5,089
Foreign	(4,634)
	455
	$	21,639


	2024		2023
Income (loss) before income tax:
UK and non-U.S.	$	86,886	$	60,799
U.S.	1,424		(142,025)
	$	88,310	$	(81,226)
Income tax expense (benefit):
Current:
UK and non-U.S.	$	13,851	$	10,954
U.S.	4,412		4,598
	18,263		15,552
Deferred:
UK and non-U.S.	5,987		(114,428)
U.S.	808		—
	6,795		(114,428)
	$	25,058	$	(98,876)


	2025

UK domestic statutory tax rate	$	(55,195)	25.00	%
Foreign tax effect
Italy
SNIA Environmental Liability	89,825		(40.69)	%
Interest limitations	3,125		(1.42)	%
Other	1,718		(0.78)	%
U.S.
Changes in valuation allowance	(26,036)		11.79	%
Foreign tax credit	14,310		(6.48)	%

Foreign tax rate differential	(2,922)		1.32	%



Other	922		(0.42)	%
Brazil

Changes in valuation allowance	(3,709)		1.68	%
Other	870		(0.39)	%



Other foreign	(1,251)		0.57	%
Nontaxable or nondeductible items	(1,966)		0.89	%



Changes in valuation allowance	(1,584)		0.72	%
Changes in unrecognized tax benefits	(537)		0.24	%
Other items
Compensation related	3,539		(1.60)	%
Other	530		(0.24)	%
Effective tax rate	$	21,639	(9.80)	%


	2024		2023
Statutory tax rate at UK Rate	25.0	%	23.5	%
Interest	9.5		—
Deferred tax valuation allowance	(7.7)		100.5
Research and development tax credits	(4.1)		0.3
Subsidiary investments and impairments	1.9		(3.1)
Foreign tax withholding and credits	1.2		—
Foreign tax rate differential	1.1		5.2
U.S. state and local tax expense, net of federal benefit	0.9		(3.5)
Reserve for uncertain tax positions	0.7		—
Disallowable professional fees	0.6		(2.6)
Compensation related items	(0.4)		1.4
Effect of changes in tax rate	—		1.2
Other, net	(0.3)		(1.2)
Effective tax rate	28.4	%	121.7	%


	2025
UK domestic (national)	$	4,387
Foreign	24,981
U.S. (federal $3,941, state $2,223)	6,164
Germany	4,657
Italy	3,262
Belgium	1,584
China	1,508
Other	7,806
	$	29,368


Region	Gross Amount		Tax Benefit		Amount with No Expiration		Amount with Expiration		Carryforward Period
UK NOL	$	369,432	$	92,358	$	92,358	$	—	Unlimited
U.S. State NOL	307,195		14,495		648		13,847		2026	-	2045
U.S. Federal NOL	15,363		3,226		—		3,226		2028	-	2034
Other regions NOL	18,716		5,432		5,353		79		2030	-	2040


U.S. State research & development tax credits	—		7,473		1,565		5,908		2030	-	2044
U.S. tax credits	—		2,322		—		2,322		2026	-	2044
Other non-U.S. tax credits	—		1,164		208		956		2026	-	2034
	$	710,706	$	126,470	$	100,132	$	26,338