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LivaNova PLC

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

LIVN$91.14-1.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Definitions

In this Annual Report on Form 10-K for the year ended December 31, 2025, the following terms and abbreviations have the meanings listed below.

AbbreviationDefinition
2015 PlanLivaNova PLC 2015 Incentive Award Plan
2021 First Lien Credit AgreementFirst 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
2022The year ended December 31, 2022
2023The year ended December 31, 2023
2024The year ended December 31, 2024
2024 Restructuring PlanA plan, initiated during the first quarter of 2024, to enhance LivaNova’s focus on its core Cardiopulmonary and Neuromodulation segments
2025The year ended December 31, 2025
2025 Capped CallsPrivately-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 TransactionRepurchase 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 CallsPrivately-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 PlanAmended and Restated LivaNova PLC 2022 Incentive Award Plan
ACSAdvanced Circulatory Support
AIArtificial intelligence
AOCIAccumulated other comprehensive income (loss)
ASCAccounting Standards Codification
ASMsAnti-seizure medications
ASUAccounting Standards Update
Audit CommitteeLivaNova’s Audit and Compliance Committee
BarclaysBarclays Bank Ireland PLC
Capped Call TransactionsThe 2025 Capped Calls and the 2029 Capped Calls
CCPACalifornia Consumer Privacy Act
CE MarkConformité Européenne, French for “European Conformity”
CEDCoverage with Evidence Development
CEOChief Executive Officer
CFOChief Financial Officer
CISOChief Information Security Officer
CLOChief Legal Officer
CMSThe U.S. Centers for Medicare & Medicaid Services
Code of ConductLivaNova PLC’s Code of Ethics and Business Conduct
CODMChief Operating Decision Maker
CompanyLivaNova PLC and its consolidated subsidiaries
Court of AppealCourt of Appeal in Milan
CPBCardiopulmonary bypass
CSRDEU Corporate Sustainability Reporting Directive (2022/2464)
CyberonicsCyberonics, 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
AbbreviationDefinition
DREDrug-resistant epilepsy
DTCDepository Trust Company
DTDDifficult-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.
ECJEuropean Court of Justice
Embedded DerivativesThe bifurcated embedded derivatives associated with the 2025 Notes and 2029 Notes, collectively
ESPPGlobal Employee Share Purchase Plan
EtOEthylene oxide
EUEuropean Union
Exchange ActU.S. Securities Exchange Act of 1934, as amended
False Claims ActU.S. False Claims Act
FASBFinancial Accounting Standards Board
FCPAU.S. Foreign Corrupt Practices Act of 1977
FDAU.S. Food and Drug Administration
FXForeign currency exchange rate
GDPRGeneral Data Protection Regulation
HemolungHemolung Respiratory Assist System
HHSThe U.S. Department of Health & Human Services
HIPAAHealth Insurance Portability and Accountability Act of 1996
HITECHHealth Information Technology and Clinical Health Act
HLMHeart-lung machine
IBRIncremental borrowing rate
ImTheraImThera 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. 2An incremental facility amendment to the 2021 First Lien Credit Agreement, dated July 6, 2022
Incremental Facility Amendment No. 3An 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&DIn-Process Research and Development
IRCU.S. Internal Revenue Code
ISDAInternational Swaps and Derivatives Association, Inc.
ISINNational Inspectorate for Nuclear Safety and Radiation Protection, a sub-body of the Italian Ministry of Economic Development
ISOInternational Organization for Standardization
ITInformation technology
LivaNovaLivaNova PLC and its consolidated subsidiaries
LivaNova PLCA public limited company organized under the laws of England and Wales
LivaNova USALivaNova USA, Inc.
LSMLivaNova Site Management S.r.l.
MDREU Medical Device Regulation
MedTechMedical technology
NasdaqNasdaq Global Select Market
NCDNational Coverage Determination
AbbreviationDefinition
OBBBAOne Big Beautiful Bill Act
OECDOrganisation for Economic Co-operation and Development
Option CounterpartiesCertain financial institutions with which LivaNova USA or LivaNova PLC, as applicable, has entered into the 2025 Capped Calls and 2029 Capped Calls
OSAObstructive sleep apnea
OSPREY clinical trialLivaNova’s clinical trial, “Treating Obstructive Sleep Apnea using Targeted Hypoglossal Neurostimulation”
PSUPerformance stock unit
Pillar TwoOrganisation for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (Pillar Two)
Plan CommitteeQualified Plan Committee
PMAPre-market approval
PP&EProperty, plant, and equipment
Public AdministrationsThe Italian Ministry of the Environment and other Italian government agencies
R&DResearch and development
RECOVER clinical studyLivaNova’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”
RSURestricted stock unit
S&PStandard & Poor’s
SARStock appreciation right
SDRTUK Stamp Duty Reserve Tax
SECU.S. Securities and Exchange Commission
Second A&R 2022 PlanSecond Amended and Restated LivaNova PLC 2022 Incentive Award Plan
Securities ActU.S. Securities Act of 1933, as amended
SG&ASelling, general, and administrative expenses
SNIASNIA S.p.A.
SNIA Litigation GuaranteeA first demand bank guarantee of €270.0 million in connection with the SNIA environmental litigation
SOFRSecured Overnight Financing Rate
SorinSorin S.p.A.
Term FacilitiesThe Initial Term Facility, together with the Delayed Draw Term Facility
TRDTreatment-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.
TrustLivaNova PLC Employee Benefit Trust
U.S.United States of America
U.S. GAAPGenerally Accepted Accounting Principles in the U.S.
UKUnited Kingdom
UK Bribery ActUK Bribery Act of 2010
United StatesUnited States of America
USDU.S. dollar
VNSVagus nerve stimulation
VNS TherapyLivaNova Vagus Nerve Stimulation Therapy
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.