livn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 001-37599

LivaNova PLC

(Exact name of registrant as specified in its charter)

England and Wales ................... 98-1268150

(State or other jurisdiction of .......... (I.R.S. Employer

incorporation or organization) ........ Identification No.)

20 Eastbourne Terrace, London, United Kingdom, W2 6LG

(Address of principal executive offices) ....................... (Zip Code)

Registrant’s telephone number, including area code: (44) (0) 203 325-0660

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares - £1.00 par value per share

LIVN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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 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.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑


Class			Outstanding on April 29, 2026
Ordinary Shares - £1.00 par value per share			54,933,538

LIVANOVA PLC

TABLE OF CONTENTS


Item	Description	Page
	Definitions	1
	Intellectual Property, Trademarks, and Trade Names	3
	Cautionary Note About Forward-Looking Statements	4
	PART I. FINANCIAL INFORMATION
1.	Financial Statements (unaudited)	5
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
3.	Quantitative and Qualitative Disclosures About Market Risk	29
4.	Controls and Procedures	29
	PART II. OTHER INFORMATION
1.	Legal Proceedings	31
1A.	Risk Factors	31
2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
3.	Defaults Upon Senior Securities	31
4.	Mine Safety Disclosures	31
5.	Other Information	31
6.	Exhibits	32
	Signatures	33

DEFINITIONS

In this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the following terms and abbreviations have the meanings listed below. “LivaNova” and the “Company” refer to LivaNova PLC and its consolidated subsidiaries.


Abbreviation						Definition
2016 Decision						Decision by the Court of Milan in 2016 to dismiss all legal actions of SNIA and of the Public Administrations and to further require the Public Administrations to pay Sorin €292,000 for legal fees
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
2025 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2025 Embedded Derivative						The bifurcated embedded derivative associated with the 2025 Notes
2025 Form 10-K						LivaNova PLC’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026
2025 Notes						$287.5 million aggregate principal amount 3.00% unsecured cash exchangeable senior notes due December 15, 2025, by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, issued by LivaNova USA on June 17, 2020
2029 Capped Calls						Privately-negotiated capped call transactions entered into with certain financial institutions
2029 Embedded Derivative						The bifurcated embedded derivative associated with the 2029 Notes
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

AOCI						Accumulated other comprehensive income (loss)
ASU						Accounting Standards Update
CEO						Chief Executive Officer
CFO						Chief Financial Officer
CODM						Chief Operating Decision Maker
Court of Appeal						Court of Appeal in Milan
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
DRE						Drug-resistant epilepsy
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


Exchange Act						U.S. Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FDA						U.S. Food and Drug Administration
FX						Foreign currency exchange rate


HLM						Heart-lung machine
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


Abbreviation						Definition
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
ISIN						National Inspectorate for Nuclear Safety and Radiation Protection, a sub-body of the Italian Ministry of Economic Development
LivaNova PLC						A public limited company organized under the laws of England and Wales on February 20, 2015
LivaNova USA						LivaNova USA, Inc.
LSM						LivaNova Site Management S.r.l.

MedTech						Medical technology
Nasdaq						Nasdaq Global Select Market

OBBBA						One Big Beautiful Bill Act



OSA						Obstructive sleep apnea
PMA						Premarket approval
Public Administrations						The Italian Ministry of the Environment and other Italian government agencies
R&D						Research and development
Report						This Quarterly Report on Form 10-Q
RSU						Restricted stock unit
SAR						Stock appreciation right
SEC						U.S. Securities and Exchange Commission

Securities Act						U.S. Securities Act of 1933, as amended
SG&A						Selling, general, and administrative

SNIA						SNIA S.p.A.
SNIA Litigation Guarantee						A first demand bank guarantee of €270.0 million in connection with the SNIA environmental litigation
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 and 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.
U.S.						United States of America
U.S. GAAP						Generally Accepted Accounting Principles in the U.S.
UK						United Kingdom
USD						U.S. dollar

VNS Therapy						LivaNova Vagus Nerve Stimulation Therapy

INTELLECTUAL PROPERTY, TRADEMARKS, AND TRADE NAMES

This Report may contain references to LivaNova’s proprietary intellectual property, including among others:

•Trademarks for LivaNova’s Neuromodulation systems, the VNS Therapy™ System, and LivaNova’s proprietary pulse generator products: Model 102 (Pulse™), Model 102R (Pulse Duo™), Model 103 (Demipulse™), Model 104 (Demipulse Duo™), Model 106 (AspireSR™), Model 1000 (SenTiva™), Model 1000-D (SenTiva™ Duo), and Model 8103 (Symmetry™).

•Trademarks for LivaNova’s Cardiopulmonary products and systems: Essenz™, S5™, S5 Pro™, B-Capta™, Inspire™, Heartlink™, XTRA™, 3T Heater-Cooler™, Connect™, Revolution™, ProtekDuo™, and TandemHeart™.

•Trademarks for LivaNova’s obstructive sleep apnea system: ImThera™, aura6000™, and PolySync™.

These trademarks and trade names are the property of LivaNova or the property of LivaNova’s consolidated subsidiaries and are protected under applicable intellectual property laws. Solely for convenience, LivaNova’s trademarks and trade names referred to in this Report may appear without the ™ symbol, but such references are not intended to indicate in any way that the Company will not assert, to the fullest extent under applicable law, LivaNova’s rights to these trademarks and trade names.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this Report, other than statements of historical or current fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. These statements include, but are not limited to, LivaNova’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects, or future events, and involve known and unknown risks that are difficult to predict. As a result, the Company’s actual financial results, performance, achievements, or prospects may differ materially from those expressed or implied by these forward-looking statements. Generally, forward-looking statements can be identified by the use of words such as “may,” “could,” “seek,” “guidance,” “predict,” “potential,” “likely,” “believe,” “will,” “should,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “foresee,” or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by LivaNova and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and shareholders should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties, and other important factors, many of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from the forward-looking statements contained in this Report, and include, but are not limited to, the following risks and uncertainties: volatility in the global market and worldwide economic conditions; adverse changes in export and import costs and other trade restrictions as well as uncertainty over global tariffs; risks relating to supply chain pressures; failure to protect, maintain, or upgrade LivaNova’s IT systems or products, or safeguard against cybersecurity incidents, service disruptions, or data corruption; costs of complying with privacy and security of personal information requirements and laws; changes in technology, including the development of superior or alternative technology or devices by competitors and/or competition from providers of alternative medical therapies; risks related to AI integration and regulation; failure of investments, alliances, acquisitions, or divestitures to achieve expected returns; failure to maintain appropriate working relationships with healthcare professionals to aid in the continuing development of products; the risk of quality issues and the impacts thereof; risks relating to recalls, replacement of inventory, enforcement actions, or product liability claims; failure to comply with, or changes in, laws, regulations, or administrative practices affecting government regulation of the Company’s products; failure to retain talent, maintain an effective succession plan, and negotiate successfully with local works councils; failure to obtain or maintain approvals, clearance, or reimbursement in relation to the Company’s products; unfavorable results from clinical studies or failure to meet milestones; global healthcare policy changes that may lead to restricted access and pricing as well as payback requirements and limited reimbursement; failure to comply with rules relating to healthcare goods and services as well as anti-bribery laws; the unfavorable impact of pending or existing climate change; product liability, intellectual property, shareholder-related, environmental-related, income tax, and other litigation, disputes, losses, and costs, including in the case of the Company’s 3T Heater-Cooler litigation; risks associated with environmental laws and regulations as well as environmental liabilities, violations, and litigation, including in the case of Saluggia and SNIA; failure to protect the Company’s proprietary intellectual property; changes in tax laws and regulations, including exposure to additional income tax liabilities; risks relating to the Company’s indebtedness; risks associated with potential government shutdowns; the potential for impairments of intangible assets, goodwill, and other long-lived assets; risks associated with public health crises; risks associated with shareholder activism; effectiveness of the Company’s internal controls over financial reporting; changes in the Company’s profitability and/or failure to manage costs and expenses; fluctuations in future quarterly operating results and/or variations in revenue and operating expenses relative to estimates; and other unknown or unpredictable factors that could harm the Company’s financial performance.

Other factors that could cause LivaNova’s actual results to differ from projected results are described in: (1) “Part II, Item 1A. Risk Factors” and elsewhere in this Report and the Company’s other Quarterly Reports on Form 10-Q, (2) the Company’s 2025 Form 10-K, (3) the Company’s reports and registration statements filed with and furnished from time to time to the SEC, and (4) other announcements LivaNova makes from time to time.

Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise. The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes included elsewhere in this Report. Operating results for the three months ended March 31, 2026 are not necessarily indicative of future results, including the full fiscal year. Also refer to the Company’s “Annual Consolidated Financial Statements,” “Notes” thereto, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Risk Factors” contained in LivaNova’s 2025 Form 10-K and in the Company’s Quarterly Reports on Form 10-Q.

Financial Information and Currency of Financial Statements

All of the financial information included in this Report has been prepared in accordance with U.S. GAAP. The reporting currency of the Company’s condensed consolidated financial statements is USD.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LIVANOVA PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(In thousands, except per share amounts)


	Three Months Ended March 31,
		2026		2025
Net revenue		$	362,258	$	316,855
Cost of sales		118,509		100,601
Gross profit		243,749		216,254
Operating expenses:
Selling, general, and administrative		143,568		129,146
Research and development		58,695		37,879
Other operating expense		15		612
Operating income		41,471		48,617
SNIA environmental liability expense		—		(360,393)
Interest expense		(8,291)		(15,286)

Foreign exchange and other income/(expense)		(5,695)		11,416
Income (loss) before income tax		27,485		(315,646)
Income tax expense		4,340		11,656
Loss from equity method investments		(851)		(20)
Net income (loss)		$	22,294	$	(327,322)


Basic earnings (loss) per share		$	0.41	$	(6.01)
Diluted earnings (loss) per share		$	0.40	$	(6.01)

Basic weighted average shares outstanding		54,688		54,421
Diluted weighted average shares outstanding		55,944		54,421

See accompanying notes to the condensed consolidated financial statements.

LIVANOVA PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(In thousands)


	Three Months Ended March 31,
		2026		2025
Net income (loss)		$	22,294	$	(327,322)
Other comprehensive (loss) income
Foreign currency translation adjustments		(10,731)		37,442
Total other comprehensive (loss) income		(10,731)		37,442
Total comprehensive income (loss)		$	11,563	$	(289,880)

See accompanying notes to the condensed consolidated financial statements.

LIVANOVA PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share amounts)


	March 31, 2026		December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	539,706	$	635,552

Accounts receivable, net of allowance of $10,309 as of March 31, 2026 and $12,527 as of December 31, 2025	229,273		215,985
Inventories	165,504		164,701
Prepaid and refundable taxes	41,272		48,606


Prepaid expenses and other current assets	38,482		36,769
Total Current Assets	1,014,237		1,101,613
Property, plant, and equipment, net	255,483		242,603
Goodwill	785,590		792,840
Intangible assets, net	224,556		229,964
Operating lease assets	54,532		55,519
Investments	18,492		20,291
Deferred tax assets	109,816		110,983
Long-term derivative assets	38,277		36,551
Other assets	15,368		15,689
Total Assets	$	2,516,351	$	2,606,053
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current debt obligations	$	2,628	$	31,472
Accounts payable	99,148		97,157
Accrued liabilities and other	102,649		94,573
SNIA environmental liability	389,485		396,242
Current contingent consideration	59,589		50,030
Current litigation provision liability	9,643		12,552
Taxes payable	41,704		33,133
Accrued employee compensation and related benefits	57,632		92,913

Total Current Liabilities	762,478		808,072
Long-term debt obligations	285,160		345,185
Long-term contingent consideration	43,141		42,045

Deferred tax liabilities	6,812		9,590
Long-term operating lease liabilities	46,696		48,327
Long-term employee compensation and related benefits	13,105		13,574
Long-term derivative liabilities	93,254		83,904
Other long-term liabilities	54,379		55,369
Total Liabilities	1,305,025		1,406,066
Commitments and contingencies (Note 5)
Shareholders’ Equity:
Ordinary Shares, £1.00 par value: Unlimited shares authorized; 55,537,746 shares issued and 54,901,316 shares outstanding as of March 31, 2026; 55,535,181 shares issued and 54,649,085 shares outstanding as of December 31, 2025	84,564		84,564
Additional paid-in capital	2,254,756		2,254,980
Accumulated other comprehensive (loss) income	(3,401)		7,330
Accumulated deficit	(1,123,427)		(1,145,721)
Treasury shares at cost, 636,430 ordinary shares as of March 31, 2026; 886,096 ordinary shares as of December 31, 2025	(1,166)		(1,166)
Total Shareholders’ Equity	1,211,326		1,199,987
Total Liabilities and Shareholders’ Equity	$	2,516,351	$	2,606,053

See accompanying notes to the condensed consolidated financial statements.

LIVANOVA PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Three Months Ended March 31,
	2026		2025
Operating Activities:
Net income (loss)	$	22,294	$	(327,322)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Remeasurement of contingent consideration to fair value	10,655		922
Remeasurement of derivative instruments	9,795		(18,717)
Depreciation	8,300		6,419
Share-based compensation	8,270		7,783
Amortization of debt issuance costs	4,769		5,676
Amortization of intangible assets	4,563		4,215
Amortization of operating lease assets	2,732		4,037
Deferred income tax expense	1,824		2,244
Impairments of investments	1,132		—
Loss on investment revaluation - Ceribell, Inc.