LivaNova Reports Fourth-Quarter and Full-Year 2025 Results; Issues 2026 Guidance

LONDON--( BUSINESS WIRE)--LivaNova PLC (Nasdaq: LIVN), a market-leading medical technology company, today reported fourth-quarter and full-year 2025 results and issued full-year 2026 guidance.

Financial Summary and Highlights (1)

“In 2025, LivaNova delivered double‑digit revenue growth, meaningful operating margin expansion, and robust cash generation, reflecting strong execution in both our Cardiopulmonary and Epilepsy businesses,” said Vladimir Makatsaria, Chief Executive Officer of LivaNova. “We also advanced key innovation programs that strengthen the foundation for our future. Looking to 2026, our guidance is aligned with the medium-term outlook outlined at our November 2025 Investor Day, reflecting healthy performance in our core businesses while investing behind our differentiated OSA opportunity. We are leveraging the strength of the core to enter a high‑growth, high‑margin OSA market to drive sustainable, accelerated top‑line and bottom‑line growth for the enterprise. With disciplined capital allocation and a capable team, we are well positioned for 2026 and the years ahead.”

(1) Constant-currency percent change, organic revenue percent change, adjusted diluted earnings per share, and adjusted free cash flow are non-GAAP measures. Constant-currency percent change excludes the impact from fluctuations in the various currencies in which the Company operates as compared to reported percent change. Organic revenue percent change excludes the impact of acquisitions, divestitures, and currency translation effects. For an explanation of these and other non-GAAP measures used in this news release, see the section entitled "Use of Non-GAAP Financial Measures." For reconciliations of certain non-GAAP measures, see the tables that accompany this news release. As discussed in the section entitled "Use of Non-GAAP Financial Measures" below, the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Accordingly, the Company is unable to reconcile the forward-looking non-GAAP financial measures included in this paragraph to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts.

Fourth-Quarter 2025 Results

The following table summarizes revenue by segment (in millions):

Three Months Ended

December 31,

% Change

Constant-

Currency

% Change

2025

2024

Cardiopulmonary

$206.6

$181.7

13.7

9.9

Neuromodulation

152.7

137.6

11.0

9.9

Other Revenue (1)

1.6

2.5

(36.3

(41.7

Total Net Revenue

$360.9

$321.8

12.1

9.5

Less: ACS (2)

—

0.1

(100.0

100.0

Total Organic Net Revenue

$360.9

$321.7

N/A

9.5

(1) “Other Revenue” includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment.

(2) Includes the results from the wind-down portion of the Company’s former ACS reportable segment.

Fourth-quarter 2025 Cardiopulmonary revenue increased 13.7% on a reported basis and 9.9% on a constant-currency basis versus the fourth quarter of 2024 with growth across all regions, driven by strong consumables demand and Essenz™ Perfusion System sales.

Fourth-quarter 2025 Neuromodulation revenue increased 11.0% on a reported basis and 9.9% on a constant-currency basis versus the fourth quarter of 2024 with growth across all regions.

Earnings Analysis

On a U.S. GAAP basis, fourth-quarter 2025 operating income was $42.6 million, as compared to operating income of $37.0 million for the fourth quarter of 2024. Adjusted operating income for the fourth quarter of 2025 was $63.8 million, as compared to adjusted operating income of $55.6 million for the fourth quarter of 2024.

On a U.S. GAAP basis, fourth-quarter 2025 diluted earnings per share was $0.56, as compared to diluted earnings per share of $1.02 in the fourth quarter of 2024. Fourth-quarter 2025 adjusted diluted earnings per share was $0.86, as compared to adjusted diluted earnings per share of $0.81 in the fourth quarter of 2024.

Full-Year 2025 Results

The following table summarizes revenue by segment (in millions):

Year Ended

December 31,

% Change

Constant-

Currency

% Change

2025

2024

Cardiopulmonary

$785.4

$683.5

14.9

13.3

Neuromodulation

592.8

554.2

7.0

6.6

Other Revenue (1)

9.9

15.7

(37.2

(40.1

Total Net Revenue

$1,388.1

$1,253.4

10.7

9.7

Less: ACS (2)

—

11.6

(100.0

100.0

Total Organic Net Revenue

$1,388.1

$1,241.8

N/A

10.7

(1) "Other Revenue" includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment

(2) Includes the results from the wind-down portion of the Company’s former ACS reportable segment.

Full-year 2025 Cardiopulmonary revenue increased 14.9% on a reported basis and 13.3% on a constant-currency basis versus full-year 2024 with growth across all regions, driven by Essenz Perfusion System sales and strong consumables demand as well as market share gains.

Full-year 2025 Neuromodulation revenue increased 7.0% on a reported basis and 6.6% on a constant-currency basis versus full-year 2024 with growth across all regions.

Earnings Analysis

On a U.S. GAAP basis, full-year 2025 operating income was $199.4 million, as compared to operating income of $129.1 million for full-year 2024. Adjusted operating income for full-year 2025 was $286.1 million, as compared to adjusted operating income of $239.2 million for full-year 2024.

On a U.S. GAAP basis, full-year 2025 diluted loss per share was $4.45, impacted by recording the SNIA environmental liability expense of $365.6 million, as compared to diluted earnings per share of $1.16 for full-year 2024. Full-year 2025 adjusted diluted earnings per share was $3.90, as compared to adjusted diluted earnings per share of $3.38 for full-year 2024.

Full-Year 2026 Guidance

LivaNova expects full-year 2026 revenue to grow between 6.0% and 7.0% on a constant-currency basis. Foreign currency is expected to be a tailwind of approximately 1.0% based on current exchange rates.

Adjusted diluted earnings per share for 2026 is expected to be in the range of $4.15 to $4.25, assuming a share count of approximately 56 million for full-year 2026. In 2026, the Company estimates that adjusted free cash flow will be in the range of $160 million to $180 million.

As discussed in the section entitled "Use of Non-GAAP Financial Measures" below, the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Accordingly, the Company is unable to reconcile the forward-looking non-GAAP financial measures included in this section to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts.

Webcast and Conference Call Instructions

The Company will host a live audiocast at 1 p.m. London time (8 a.m. Eastern Standard Time) on Wed., Feb. 25, 2026 that will be accessible at www.livanova.com/events. Listeners should register in advance and log on approximately 10 minutes early to ensure proper setup. To listen to the conference call by telephone, dial +1 833 470 1428 (if dialing from within the U.S.) or +1 929 526 1599 (if dialing from outside the U.S.). The conference call access code is 901145. Within 24 hours of the audiocast, a replay will be available at www.livanova.com/events, where it will be archived and accessible for approximately 90 days.

About LivaNova

LivaNova PLC is a global medical technology company built on nearly five decades of experience with a vision to change the trajectory of lives for a new day. Through ingenious medical solutions in select neurological and cardiac conditions, LivaNova strives to ignite patient turnarounds. Headquartered in London, with approximately 3,300 employees and a presence in more than 100 countries, LivaNova serves patients, healthcare professionals, and healthcare systems worldwide. For more information, please visit www.livanova.com.

Use of Non-GAAP Financial Measures

To supplement financial measures presented in accordance with generally accepted accounting principles in the United States (U.S. GAAP or GAAP), management has disclosed certain additional measures not presented in accordance with GAAP known as “non-GAAP financial measures” or “adjusted financial measures.” Company management uses these non-GAAP measures to monitor the Company’s operational performance and for benchmarking against other medical technology companies. Non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. These non-GAAP financial measures should be considered along with, but not as alternatives to, operational performance measures as prescribed by GAAP.

In this news release, the Company refers to revenue and percentage change in revenue on a comparable, constant-currency, and organic basis. Company management believes that these non-GAAP measures provide a useful way to evaluate the revenue performance of LivaNova and to compare the revenue performance of current periods to prior periods on a consistent basis. Constant-currency percent change measures the change in revenue between current and prior-year periods using average exchange rates in effect during the applicable prior-year period. Organic revenue percent change excludes the impact of acquisitions, divestitures, and currency translation effects.

LivaNova calculates forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. For example, forward-looking net revenue growth projections are estimated on a constant-currency basis and exclude the impact of foreign currency fluctuations. Forward-looking non-GAAP adjusted diluted earnings per share guidance excludes items such as, but not limited to, changes in fair value of derivatives and contingent consideration arrangements and asset impairment charges that would be included in comparable GAAP financial measures. The most directly comparable GAAP measure for adjusted free cash flow is net cash provided by operating activities. Adjusted free cash flow is defined as net cash provided by operating activities less cash used for the purchase of property, plant, and equipment excluding the impact of 3T litigation settlement payments, cybersecurity incident insurance proceeds, SNIA environmental liability and related financing costs, and gains related to dividends received from investments and further adjusted as needed for other charges, expenses, or gains that may not be indicative of the Company’s operational performance. However, non-GAAP financial adjustments on a forward-looking basis are subject to uncertainty and variability as they are dependent on many factors, including but not limited to, the effect of foreign currency exchange fluctuations, impacts from potential acquisitions or divestitures, the ultimate outcome of legal proceedings, gains or losses on the potential sale of businesses or other assets, restructuring costs, merger and integration activities, changes in fair value of derivatives, and contingent consideration arrangements, asset impairment charges and the tax impact of the aforementioned items, tax law changes, or other tax matters. Accordingly, the Company does not reconcile non-GAAP financial measures on a forward-looking basis as it is impractical to do so without unreasonable effort.

Adjusted financial measures such as organic revenue, adjusted cost of sales, adjusted gross profit, adjusted selling, general, and administrative expense, adjusted research and development expense, adjusted other operating expense, adjusted operating income, adjusted income before income tax, adjusted income tax expense, adjusted net income, and adjusted diluted earnings per share are measures that LivaNova generally uses to facilitate management review of the operational performance of the company, to serve as a basis for strategic planning, and in the design of incentive compensation plans. Additionally, the Company uses the non-GAAP liquidity measure adjusted free cash flow. The Company believes that the presentation of these adjusted financial measures allows investors to evaluate the Company’s operational performance for different periods on a more comparable and consistent basis, and with other medical technology companies by adjusting for items that are not related to the operational performance of the Company or incurred in the ordinary course of business.

Safe Harbor Statement

Certain statements in this news release, 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 news release, 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.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in the “Risk Factors” section of the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the U.S. Securities and Exchange Commission by LivaNova.

Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, which speak only as of the date of this news release. The Company undertakes no obligation to update publicly any of the forward-looking statements in this news release to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If LivaNova updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

VNS Therapy and Essenz are trademarks of LivaNova USA, Inc.

LIVANOVA PLC

NET REVENUE - UNAUDITED

(U.S. dollars in millions)

Three Months Ended December 31,

2025

2024

% Change

Constant-Currency % Change

Cardiopulmonary

U.S.

$71.8

$64.5

11.4

Europe (1)

57.4

47.6

20.6

10.4

Rest of World (1)

77.3

69.5

11.2

8.1

206.6

181.7

13.7

9.9

Neuromodulation

U.S.

119.7

110.5

8.3

Europe (1)

17.6

14.0

25.7

18.7

Rest of World (1)

15.5

13.1

18.0

14.0

152.7

137.6

11.0

9.9

Other Revenue (2)

1.6

2.5

(36.3

(41.7

Totals

U.S.

191.5

175.1

9.4

Europe (1)

75.0

61.6

21.7

12.3

Rest of World (1)

94.4

85.1

10.9

7.6

$360.9

$321.8

12.1

9.5

(1) "Europe" includes the UK, Germany, France, Italy, the Netherlands, Spain, Belgium, Poland, Sweden, Switzerland, Austria, Norway, Portugal, Finland, and Denmark. Excluding Europe and the U.S., "Rest of World" includes all other countries where LivaNova operates.

(2) "Other Revenue" includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment.

LIVANOVA PLC

NET REVENUE - UNAUDITED

(U.S. dollars in millions)

Year Ended December 31,

2025

2024

% Change

Constant-Currency % Change

Cardiopulmonary

U.S.

$275.9

$242.5

13.8

Europe (1)

201.0

168.0

19.7

14.1

Rest of World (1)

308.5

273.0

13.0

12.4

785.4

683.5

14.9

13.3

Neuromodulation

U.S.

463.6

441.0

5.1

Europe (1)

65.0

54.9

18.4

13.8

Rest of World (1)

64.2

58.3

10.1

11.2

592.8

554.2

7.0

6.6

Other Revenue (2)

9.9

15.7

(37.2

(40.1

Totals

U.S.

739.6

695.1

6.4

Europe (1)

269.2

220.0

22.3

16.8

Rest of World (1)

379.3

338.3

12.1

11.7

$1,388.1

$1,253.4

10.7

9.7

(2) "Other Revenue" includes rental and site services income not allocated to segments. In addition, for 2024, “Other Revenue” includes revenue from the Company’s former ACS reportable segment.

LIVANOVA PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(U.S. dollars in millions, except per share amounts)

Three Months Ended

December 31,

2025

2024

Net revenue

$360.9

$321.8

Cost of sales

121.1

107.5

Gross profit

239.8

214.4

Operating expenses:

Selling, general, and administrative

143.4

130.6

Research and development

52.1

43.3

Other operating expense

1.7

3.4

Operating income

42.6

37.0

SNIA environmental liability expense

(1.7

)

—

Interest expense

(10.9

)

(15.8

)

Foreign exchange and other income/(expense)

(2.3

)

35.2

Income before income tax

27.6

56.5

Income tax (benefit) expense

(3.3

)

0.6

Net income

$30.9

$55.9

Basic income per share

$0.57

$1.03

Diluted income per share

$0.56

$1.02

Weighted average common shares outstanding:

Basic

54.6

54.4

Diluted

55.5

54.7

Adjusted Financial Measures (U.S. dollars in millions, except per share amounts) - Unaudited

Three Months Ended December 31,

2025

2024

Adjusted SG&A

$130.6

$122.0

Adjusted R&D

49.1

40.3

Adjusted operating income

63.8

55.6

Adjusted net income

47.7

44.2

Adjusted diluted earnings per share

$0.86

$0.81

Statistics (as a % of net revenue, except for income tax rate) - Unaudited

GAAP Three Months Ended

December 31,

Adjusted Three Months Ended

December 31,

2025

2024

2025

2024

Gross profit

66.4

66.6

67.5

67.7

SG&A

39.7

40.6

36.2

37.9

R&D

14.4

13.5

13.6

12.5

Operating income

11.8

11.5

17.7

17.3

Net income

8.6

17.4

13.2

13.7

Income tax rate

(11.9

1.0

24.3

19.8

LIVANOVA PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - UNAUDITED

(U.S. dollars in millions, except per share amounts)

Year Ended December 31,

2025

2024

Net revenue

$1,388.1

$1,253.4

Cost of sales

448.2

400.0

Gross profit

939.9

853.5

Operating expenses:

Selling, general, and administrative

548.8

508.9

Research and development

185.8

182.5

Other operating expense

5.9

33.0

Operating income

199.4

129.1

SNIA environmental liability expense

(365.6

)

—

Interest expense

(49.3

)

(63.1

)

Loss on debt extinguishment

(2.7

)

(25.5

)

Foreign exchange and other income/(expense)

(2.7

)

47.8

(Loss) income before income tax

(220.8

)

88.3

Income tax expense

21.6

25.1

Loss from equity method investments

(0.1

)

—

Net (loss) income

($242.5

)

$63.2

Basic (loss) income per share

($4.45

)

$1.17

Diluted (loss) income per share

($4.45

)

$1.16

Weighted average common shares outstanding:

Basic

54.5

54.2

Diluted

54.5

54.6

Adjusted Financial Measures (U.S. dollars in millions, except per share amounts) - Unaudited

Year Ended December 31,

2025

2024

Adjusted SG&A

$490.5

$451.7

Adjusted R&D

176.2

171.2

Adjusted operating income

286.1

239.2

Adjusted net income

214.6

184.3

Adjusted diluted earnings per share

$3.90

$3.38

Statistics (as a % of net revenue, except for income tax rate) - Unaudited

GAAP Year Ended

December 31,

Adjusted Year Ended

December 31,

2025

2024

2025

2024

Gross profit

67.7

68.1

68.6

68.8

SG&A

39.5

40.6

35.3

36.0

R&D

13.4

14.6

12.7

13.7

Operating income

14.4

10.3

20.6

19.1

Net (loss) income

(17.5

5.0

15.5

14.7

Income tax rate

(9.8

28.4

23.1

21.0

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(U.S. dollars in millions, except per share amounts)

Non-GAAP Adjustments

Three Months Ended

December 31, 2025

GAAP Financial Measures

Depreciation and Amortization Expenses (1)

Divestiture Related Items (2)

Financing Related Items (3)

Contingent Consideration (4)

Certain Legal & Regulatory Costs (5)

Share-based Compensation Costs (6)

Certain Tax Adjustments (7)

Adjusted Financial Measures

Cost of sales

$121.1

($1.8

)

$—

($1.4

)

$—

($0.5

)

$—

$117.5

Gross profit percent

66.4

0.5

—

0.4

—

0.1

—

67.5

Selling, general, and administrative

143.4

(2.6

)

—

(2.8

)

(7.4

)

—

130.6

Selling, general, and administrative as a percent of net revenue

39.7

(0.7

—

(0.8

(2.0

—

36.2

Research and development

52.1

—

(1.0

)

(0.6

)

(1.5

)

—

49.1

Research and development as a percent of net revenue

14.4

—

(0.3

(0.2

(0.4

—

13.6

Other operating expense

1.7

—

(1.7

)

—

Operating income

42.6

4.4

—

2.4

5.1

9.4

—

63.8

Operating margin percent

11.8

1.2

—

0.7

1.4

2.6

—

17.7

Net income

30.9

4.4

(4.1

)

16.6

2.4

6.8

9.4

(18.6

)

47.7

Net income as a percent of net revenue

8.6

1.2

(1.1

4.6

0.7

1.9

2.6

(5.2

13.2

Diluted EPS

$0.56

$0.08

($0.07

)

$0.30

$0.04

$0.12

$0.17

($0.34

)

$0.86

GAAP results for the three months ended December 31, 2025 include:

(1) Depreciation and amortization associated with purchase price accounting

(2) Gain on sale of asset

(3) Mark-to-market adjustments for the 2025 and 2029 Notes embedded and capped call derivatives and non-cash interest expense

(4) Remeasurement of contingent consideration related to the ImThera acquisition

(5) 3T Heater-Cooler defense legal expenses, SNIA environmental liability, and Saluggia site remediation provision

(6) Non-cash expenses associated with share-based compensation costs

(7) The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(U.S. dollars in millions, except per share amounts)

Non-GAAP Adjustments

Three Months Ended

December 31, 2024

GAAP Financial Measures

Restructuring Expenses (1)

Depreciation and Amortization Expenses (2)

Investment Related Items (3)

Financing Related Items (4)

Contingent Consideration (5)

Certain Legal & Regulatory Costs (6)

Share-based Compensation Costs (7)

Certain Tax Adjustments (8)

Adjusted Financial Measures

Cost of sales

$107.5

$—

($1.7

)

$—

($1.6

)

$—

($0.3

)

$—

$103.9

Gross profit percent

66.6

—

0.5

—

0.5

—

0.1

—

67.7

Selling, general, and administrative

130.6

—

(2.6

)

—

(0.3

)

(5.8

)

—

122.0

Selling, general, and administrative as a percent of net revenue

40.6

—

(0.8

—

(0.1

(1.8

—

37.9

Research and development

43.3

—

(1.4

)

(0.8

)

(0.9

)

—

40.3

Research and development as a percent of net revenue

13.5

—

(0.4

(0.2

(0.3

—

12.5

Other operating expense

3.4

(0.5

)

—

(2.9

)

—

Operating income

37.0

0.5

4.2

—

3.0

4.0

6.9

—

55.6

Operating margin percent

11.5

0.2

1.3

—

0.9

1.2

2.2

—

17.3

Net income

55.9

0.5

4.2

(7.1

)

(12.8

)

3.0

4.0

6.9

(10.3

)

44.2

Net income as a percent of net revenue

17.4

0.2

1.3

(2.2

(4.0

0.9

1.2

2.2

(3.2

13.7

Diluted EPS

$1.02

$0.01

$0.08

($0.13

)

($0.23

)

$0.05

$0.07

$0.13

($0.19

)

$0.81

GAAP results for the three months ended December 31, 2024 include:

(1) Restructuring expenses related to organizational changes

(2) Depreciation and amortization associated with purchase price accounting

(3) Gain on investment revaluation of Ceribell, Inc.

(4) Mark-to-market adjustments for the 2025 and 2029 Notes embedded and capped call derivatives, interest expense on the Term Facilities, non-cash interest expense on the 2025 and 2029 Notes and Revolving Credit Facility, and interest income on the collateral for the SNIA litigation guarantee and delayed draw on Term Facilities

(5) Remeasurement of contingent consideration related to ImThera acquisition

(6) Legal expenses primarily related to 3T Heater-Cooler defense, 3T Heater-Cooler litigation provision, cybersecurity incident costs net of insurance reimbursement, and Medical Device Regulation ("MDR") costs

(7) Non-cash expenses associated with share-based compensation costs

(8) The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(U.S. dollars in millions, except per share amounts)

Non-GAAP Adjustments

Year Ended

December 31, 2025

GAAP Financial Measures

Restructuring Expenses (1)

Depreciation and Amortization Expenses (2)

Divestiture Related Items (3)

Investment Related Items (4)

Financing Related Items (5)

Contingent Consideration (6)

Certain Legal & Regulatory Costs (7)

Share-based Compensation Costs (8)

Certain Tax Adjustments (9)

Adjusted Financial Measures

Cost of sales

$448.2

$—

($7.1

)

$—

($4.2

)

$—

($1.7

)

$—

$435.2

Gross profit percent

67.7

—

0.5

—

0.3

—

0.1

—

68.6

Selling, general, and administrative

548.8

—

(10.2

)

—

(20.3

)

(27.7

)

—

490.5

Selling, general, and administrative as a percent of net revenue

39.5

—

(0.7

—

(1.5

(2.0

—

35.3

Research and development

185.8

—

0.2

—

(3.6

)

0.8

(6.9

)

—

176.2

Research and development as a percent of net revenue

13.4

—

(0.3

0.1

(0.5

—

12.7

Other operating expense

5.9

0.2

—

(6.1

)

—

Operating income

199.4

(0.2

)

17.1

—

7.9

25.6

36.3

—

286.1

Operating margin percent

14.4

—

1.2

—

0.6

1.8

2.6

—

20.6

Net (loss) income

(242.5

)

(0.2

)

17.1

(4.1

)

4.2

47.5

7.9

391.1

36.3

(42.7

)

214.6

Net (loss) income as a percent of net revenue

(17.5

—

1.2

(0.3

0.3

3.4

0.6

28.2

2.6

(3.1

15.5

Diluted EPS (10)

($4.45

)

$—

$0.31

($0.08

)

$0.08

$0.86

$0.14

$7.11

$0.66

($0.78

)

$3.90

GAAP results for the year ended December 31, 2025 include:

(1) Restructuring expenses related to organizational changes

(2) Depreciation and amortization associated with purchase price accounting

(3) Gain on sale of asset

(4) Loss on investment revaluation of Ceribell, Inc. and impairment of investment without readily determinable fair value

(5) Non-cash interest expense on the 2025 and 2029 Notes and Revolving Credit Facility, mark-to-market adjustments for the 2025 and 2029 Notes embedded and capped call derivatives, interest expense on the Term Facilities, loss on debt extinguishment, and interest income on the collateral for the SNIA litigation guarantee and delayed draw on Term Facilities

(6) Remeasurement of contingent consideration related to the ImThera acquisition

(7) SNIA environmental liability, legal expenses primarily related to 3T Heater-Cooler defense, 3T Heater-Cooler litigation provision, MDR costs, Saluggia site remediation provision, cybersecurity incident costs net of insurance reimbursement, and R&D tax incentive

(8) Non-cash expenses associated with share-based compensation costs

(9) The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments

(10) The denominator used to calculate the impact of non-GAAP adjustments on a per share basis and adjusted diluted earnings per common share includes dilution from LivaNova's share-based compensation awards that was excluded from the calculation of GAAP diluted net loss per common share because the effect would have been anti-dilutive. See the reconciliation of GAAP diluted weighted average shares outstanding, used in the computation of GAAP diluted net loss per common share, to adjusted diluted weighted average shares outstanding, used in the computation of adjusted diluted earnings per common share, at the end of this news release.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(U.S. dollars in millions, except per share amounts)

Non-GAAP Adjustments

Year Ended

December 31, 2024

GAAP Financial Measures

Restructuring Expenses (1)

Depreciation and Amortization Expenses (2)

Investment Related Items (3)

Financing Related Items (4)

Contingent Consideration (5)

Certain Legal & Regulatory Costs (6)

Share-based Compensation Costs (7)

Certain Tax Adjustments (8)

Adjusted Financial Measures

Cost of sales

$400.0

$—

($6.8

)

$—

($1.3

)

$0.7

($1.2

)

$—

$391.4

Gross profit percent

68.1

—

0.5

—

0.1

(0.1

0.1

—

68.8

Selling, general, and administrative

508.9

—

(10.5

)

—

(20.4

)

(26.3

)

—

451.7

Selling, general, and administrative as a percent of net revenue

40.6

—

(0.8

—

(1.6

(2.1

—

36.0

Research and development

182.5

—

0.2

—

(2.0

)

(3.1

)

(6.4

)

—

171.2

Research and development as a percent of net revenue

14.6

—

(0.2

(0.5

—

13.7

Other operating expense

33.0

(13.4

)

—

(19.7

)

—

Operating income

129.1

13.4

17.1

—

3.3

42.4

33.9

—

239.2

Operating margin percent

10.3

1.1

1.4

—

0.3

3.4

2.7

—

19.1

Net income

63.2

13.4

17.1

(1.5

)

36.4

3.3

42.4

33.9

(24.0

)

184.3

Net income as a percent of net revenue

5.0

1.1

1.4

(0.1

2.9

0.3

3.4

2.7

(1.9

14.7

Diluted EPS

$1.16

$0.24

$0.31

($0.03

)

$0.67

$0.06

$0.78

$0.62

($0.44

)

$3.38

GAAP results for the year ended December 31, 2024 include:

(1) Restructuring expenses related to organizational changes

(2) Depreciation and amortization associated with purchase price accounting

(3) Gain on investment revaluation of Ceribell, Inc. and impairment of investment in ShiraTronics, Inc.

(4) Loss on debt extinguishment, mark-to-market adjustments for the 2025 and 2029 Notes embedded and capped call derivatives, interest expense on the Term Facilities, non-cash interest expense on the 2025 and 2029 Notes and Revolving Credit Facility, and interest income on the collateral for the SNIA litigation guarantee and delayed draw on Term Facilities

(5) Remeasurement of contingent consideration related to ImThera acquisition

(6) 3T Heater-Cooler litigation provision, legal expenses primarily related to 3T Heater-Cooler defense, cybersecurity incident costs net of insurance reimbursement, MDR costs, and costs related to the SNIA matter

(7) Non-cash expenses associated with share-based compensation costs

(8) The impact of valuation allowances, discrete tax items, the tax impact of intercompany transactions, and the tax impact on non-GAAP adjustments

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(U.S. dollars in millions)

December 31, 2025

December 31, 2024

ASSETS

Current Assets:

Cash and cash equivalents

$635.6

$428.9

Restricted cash

—

294.7

Accounts receivable, net of allowance

216.0

193.2

Inventories

164.7

147.6

Prepaid and refundable taxes

48.6

30.5

Prepaid expenses and other current assets

36.8

32.4

Total Current Assets

1,101.6

1,127.2

Property, plant and equipment, net

242.6

170.3

Goodwill

792.8

750.0

Intangible assets, net

230.0

237.3

Operating lease assets

55.5

46.8

Investments

20.3

25.1

Deferred tax assets

111.0

111.9

Long-term derivative assets

36.6

23.7

Other assets

15.7

14.1

Total Assets

$2,606.1

$2,506.4

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Current debt obligations

$31.5

$78.0

Accounts payable

97.2

69.7

Accrued liabilities and other

94.6

118.5

SNIA environmental liability

396.2

—

Current contingent consideration

50.0

—

Current litigation provision liability

12.6

12.9

Taxes payable

33.1

32.5

Accrued employee compensation and related benefits

92.9

80.5

Total Current Liabilities

808.1

392.1

Long-term debt obligations

345.2

549.6

Long-term contingent consideration

42.0

84.2

Deferred tax liabilities

9.6

10.9

Long-term operating lease liabilities

48.3

40.1

Long-term employee compensation and related benefits

13.6

12.8

Long-term derivative liabilities

83.9

51.8

Other long-term liabilities

55.4

44.5

Total Liabilities

1,406.1

1,186.1

Total Shareholders’ Equity

1,200.0

1,320.3

Total Liabilities and Shareholders’ Equity

$2,606.1

$2,506.4

LIVANOVA PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(U.S. dollars in millions)

Year Ended December 31,

2025

2024

Operating Activities:

Net (loss) income

($242.5

)

$63.2

Adjustments to reconcile net (loss) income to net cash provided by operating activities

Share-based compensation

36.3

33.9

Depreciation

28.6

25.1

Amortization of debt issuance costs

23.1

21.6

Amortization

17.7

17.2

Amortization of operating lease assets

13.4

8.8

Remeasurement of contingent consideration to fair value

7.9

3.3

Remeasurement of derivative instruments, net

(6.9

)

(25.3

)

Gain on sale of asset

(4.1

)

—

Loss (gain) on investment revaluation - Ceribell, Inc.

3.6

(7.1

)

Loss on debt extinguishment

2.7

25.5

Deferred income tax expense (benefit)

0.5

6.8

Impairment of investments

1.1

5.8

Other

3.2

3.0

Changes in operating assets and liabilities:

Accounts receivable, net

(10.7

)

11.1

Inventories

(5.3

)

(6.8

)

Other current and non-current assets

38.5

(1.6

)

Accounts payable and accrued current and non-current liabilities

(13.4

)

(14.5

)

Taxes payable

(3.6

)

10.9

SNIA environmental liability

365.6

—

Litigation provision liability

(1.1

)

2.3

Net cash provided by operating activities

254.3

183.0

Investing Activities:

Purchases of property, plant, and equipment

(81.1

)

(47.1

)

Proceeds from sale of investment

6.5

—

Proceeds from asset sales

7.3

0.1

Purchases of investments

(5.7

)

(1.1

)

Net cash used in investing activities

(72.9

)

(48.2

)

Financing Activities:

Repayment of long-term debt obligations

(280.9

)

(247.5

)

Shares repurchased from employees for minimum tax withholding

(4.4

)

(8.4

)

Proceeds from exercise of stock options

—

6.3

Proceeds from long-term debt obligations

—

335.5

Payment of debt extinguishment costs

—

(39.0

)

Purchase of capped calls

—

(31.6

)

Proceeds from unwind of capped calls

—

22.5

Payment of contingent consideration

—

(13.8

)

Payment of debt issuance costs

—

(5.9

)

Other

(0.3

)

0.4

Net cash (used in) provided by financing activities

(285.7

)

18.6

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

16.2

(7.7

)

Net (decrease) increase in cash, cash equivalents, and restricted cash

(88.0

)

145.7

Cash, cash equivalents, and restricted cash at beginning of period

723.6

577.9

Cash, cash equivalents, and restricted cash at end of period

$635.6

$723.6

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(U.S. dollars in millions)

Three Months Ended December 31,

2025

2024

GAAP Financial Measures

Certain Tax Adjustments

Adjusted Financial Measures

GAAP Financial Measures

Certain Tax Adjustments

Adjusted Financial Measures

Income before income tax

$27.6

$—

$63.0

$56.5

$—

$55.1

Income tax (benefit) expense

(3.3

)

18.6

15.3

0.6

10.3

10.9

Net income

$30.9

($18.6

)

$47.7

$55.9

($10.3

)

$44.2

Income tax rate

(11.9

24.3

1.0

19.8

Year Ended December 31,

2025

2024

GAAP Financial Measures

Certain Tax Adjustments

Adjusted Financial Measures

GAAP Financial Measures

Certain Tax Adjustments

Adjusted Financial Measures

(Loss) income before income tax

($220.8

)

$—

$279.0

$88.3

$—

$233.4

Income tax expense

21.6

42.7

64.3

25.1

24.0

49.0

Net (loss) income

($242.5

)

($42.7

)

$214.6

$63.2

($24.0

)

$184.3

Income tax rate

(9.8

23.1

28.4

21.0

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(U.S. dollars in millions)

Three Months Ended December 31,

% Change

Constant-Currency

% Change

2025

2024

GAAP net revenue

$360.9

$321.8

12.1

9.5

Less: ACS (1)

—

0.1

(100.0

100.0

Organic net revenue

$360.9

$321.7

N/A

9.5

Year Ended December 31,

% Change

Constant-Currency

% Change

2025

2024

GAAP net revenue

$1,388.1

$1,253.4

10.7

9.7

Less: ACS (1)

—

11.6

(100.0

100.0

Organic net revenue

$1,388.1

$1,241.8

N/A

10.7

(1) Includes net revenue from the Company's former ACS reportable segment.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(U.S. dollars in millions)

Three Months Ended

December 31, 2025

Year Ended

December 31, 2025

Net cash provided by operating activities

$82.4

$254.3

Less: Purchases of plant, property, and equipment

(32.2

)

(81.1

)

Less: Cybersecurity incident insurance proceeds

(0.6

)

(1.7

)

Less: Dividends received from investments

—

(0.6

)

Add: 3T Heater-Cooler litigation payments

3.9

5.8

Add: SNIA financing and other costs

—

6.5

Adjusted free cash flow

$53.5

$183.3

The following table presents the reconciliation of GAAP diluted weighted average shares outstanding, used in the computation of GAAP diluted net loss per common share, to adjusted diluted weighted average shares outstanding, used in the computation of adjusted diluted earnings per common share:

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES - UNAUDITED

(shares in millions)

Year Ended December 31, 2025

GAAP diluted weighted average shares outstanding

54.5

Add: Effects of share-based compensation instruments

0.5

Adjusted diluted weighted average shares outstanding

55.0