Edwards Lifesciences Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Edwards Lifesciences Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Edwards Lifesciences Corporation One Edwards WayIrvine, California 92614Phone: 949.250.2500www.edwards.com

Joint Message from Our Independent Chair and Chief Executive Officer

March 26, 2026

Dear Fellow Stockholders:

On behalf of the Edwards Board of Directors, we are pleased to invite you to attend our 2026 Annual Meeting of Stockholders.

Throughout 2025, we elevated the standard of care for structural heart patients. We strengthened our leadership in key therapeutic areas, and delivered excellent performance driven by our focused strategy and agile execution and continued our disciplined long‑term investment strategy with strong financial results. Our growth in 2025 reflects our ability to solve large and urgent patient needs and generate durable momentum across our portfolio.

Across the company, we invested more than $1 billion in 2025 in research and development to advance our pipelines in TAVR, TMTT and Surgical. We are also building meaningful opportunities in emerging areas such as structural heart failure and aortic regurgitation. Our disciplined, forward‑looking investment philosophy remains central to our strategy and our ability to deliver long‑term value.

We have been intentional in maintaining a strong and highly qualified Board that remains deeply engaged with our innovation strategy. Our directors bring a broad and diverse mix of expertise that allows them to apply effective oversight in guiding the company. Their deep industry experience, combined with leadership backgrounds across global markets, regulatory environments and technology‑enabled growth companies, supports effective and independent governance.

With the expertise and commitment of our 16,000 employees across 100 countries, we expect 2026 to be another year of meaningful progress as catalysts across TAVR, TMTT and Surgical continue advancing patient care. We also see strong potential in our emerging opportunities in structural heart, which position us for sustained performance and long‑term value creation.

We enter 2026 with momentum and confidence in our ability to deliver sustainable growth, reinforced by the lasting catalysts created in 2025 that show why our strategy is working and why we are well positioned to grow.

On behalf of the Board, our executive team and all Edwards employees, thank you for your continued support of the company and the patients we serve around the world.

Sincerely,

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Matters to be voted on at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”)

1. Election of nine director nominees named in the attached Proxy Statement to serve until our next annual meeting of stockholders and until their respective successors are duly elected and qualified

2. Approval, on an advisory basis, of the named executive officer compensation disclosed in the attached Proxy Statement

3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

4. Approval of the amended and restated Long-Term Stock Incentive Compensation Program

5. Other business as may properly come before the Annual Meeting, and any postponement or adjournment of the Annual Meeting

The Proxy Statement accompanying this notice describes each of the items of business in more detail.

Record Date: If you were a holder of record of the common stock of Edwards Lifesciences Corporation at the close of business on March 10, 2026, you are entitled to notice of, and to vote at, the Annual Meeting.

Your vote is very important. Please submit your proxy or voting instructions as soon as possible to ensure that your shares will be represented at the Annual Meeting, whether or not you expect to attend the Annual Meeting.

By Order of the Board of Directors,

Linda J. Park

Senior Vice President, Associate General Counsel,

Corporate Secretary and Corporate Impact Lead

March 26, 2026

Important notice regarding the availability of proxy materials for our

2026 Annual Meeting of Stockholders to be held on May 7, 2026

Edwards Lifesciences Corporation ◾ One Edwards Way, Irvine, CA 92614 ◾ www.edwards.com

VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live video webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as attending an in-person meeting. We believe that the virtual meeting format also enhances stockholder access and encourages participation and communication with our Board of Directors and management while also increasing efficiencies in our process. A replay and a transcript of the entire Annual Meeting will be made available at http://ir.edwards.com.

ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

•Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on March 10, 2026, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting. You will not be able to attend the Annual Meeting physically in person.

•In order to attend the Annual Meeting, you must register in advance of the meeting at www.proxydocs.com/EW. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

•As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to enter your uniquely assigned control number at www.proxydocs.com/EW as part of the registration process.

•If you were a stockholder as of the close of business on March 10, 2026, the record date, you may vote shares (held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record) electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log onto the online virtual annual meeting platform.

•On the day of the Annual Meeting, Thursday, May 7, 2026, stockholders may begin to log onto the virtual-only Annual Meeting beginning at 9:45 a.m. local (Pacific) time, and the Annual Meeting will begin promptly at 10:00 a.m. local (Pacific) time. Please allow ample time for online login.

•We will have technicians ready to assist you with any technical difficulties you may have while accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instruction email.

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

•Stockholders of record and beneficial owners as of the close of business on March 10, 2026, the record date, will have the ability to submit questions before and during the Annual Meeting through the webcast's designated Q&A electronic messaging feature. During a designated question and answer period at the Annual Meeting, we will respond to questions relevant to the purpose of the Annual Meeting submitted by stockholders.

•We will respond to as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be published and addressed on our website following the meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting, that contain inappropriate or derogatory references which are not in good taste, or that otherwise do not comply with the rules of procedure for the meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

TABLE OF CONTENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act," and together with the Securities Act, the "Acts"). We intend the forward-looking statements contained in this Proxy Statement to be covered by the safe harbor provisions of such Acts. Statements other than statements of historical or current fact in this Proxy Statement or referred to or incorporated by reference into this Proxy Statement are “forward-looking statements” for purposes of these safe harbor provisions. These statements can sometimes be identified by the use of the forward-looking words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “should,” “anticipate,” “plan,” “goal,” “continue,” “seek,” “pro forma,” “forecast,” “intend,” “guidance,” “optimistic,” “aspire,” “confident,” or other forms of these words, or similar words or expressions or the negatives thereof. Statements regarding past performance, efforts or results about which inferences or assumptions may be made can also be forward-looking statements and are not indicative of future performance or results; these statements can be identified by the use of words such as “preliminary,” “initial,” "potential," "possible," “early feedback” or other forms of these words or similar words or expressions or the negatives thereof. These forward-looking statements are subject to substantial risks and uncertainties that could cause our results or future business, financial condition, results of operations or performance to differ materially from our historical results or experiences or those expressed or implied in any forward-looking statements contained in this Proxy Statement. These risks and uncertainties include, but are not limited to: risks related to the failure to successfully innovate and market our products; unsuccessful clinical trials or procedures; manufacturing, logistics or quality issues; competition; dependence on key physicians, research institutions and hospital systems; public health crises; reliance on vendors, suppliers, and other third parties; use of, or failure to effectively and timely utilize, emerging technologies, including artificial intelligence; damage, failure, or interruption of our information technology systems, including due to cybersecurity attacks and breaches; failure to recruit and retain qualified talent or execute management succession plans; failure to integrate acquired businesses; risks associated with the sale of our Critical Care product group; risks associated with global, economic, political and social conditions; risks related to our international operations; inability to obtain governmental reimbursement or reductions in reimbursement levels; industry consolidation; inability to protect our intellectual property; inability to defend against intellectual property claims from third parties; reduced access and demand for our products as a result of, and compliance with, health care legislation and other government regulations; risks related to domestic and foreign income and non-income taxes; risks related to data privacy and security laws; losses from product liability claims; use of products in unapproved circumstances; substantial costs from environmental, health and safety regulations; climate change; and risks relating to animal-borne illnesses; and other risks detailed in Edwards’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and our subsequent reports filed with the United States Securities and Exchange Commission, to which your attention is directed. These forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement, except as required by law. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections, except as required by law.

Edwards, Edwards Lifesciences, the stylized E logo, CLASP, CLASP II, ENCIRCLE, KONECT, KONECT RESILIA, PARTNER, PARTNER 3, PASCAL, RESILIA, SAPIEN, SAPIEN 3, and SAPIEN M3 are trademarks of Edwards Lifesciences Corporation or its affiliates. All other trademarks are the property of their respective owners.

Website References

You may also access additional information about Edwards at https://ir.edwards.com/. References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.