LivaNova PLC 2025年度报告

Form10-K (Mark One)☑ ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025or☐ TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______ LivaNova PLC England and Wales...................98-1268150(State or other jurisdiction of..........(I.R.S. Employerincorporation 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 Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☑Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (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 past90days.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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☑Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☑Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $2.5 billion (based on the closingprice of these shares on the Nasdaq Global Select Market on June30, 2025, the last business day of the most recently completed second fiscal quarter). For purposes ofthis calculation, ordinary shares held by persons who hold more than 5% of the outstanding ordinary shares and shares held by executive officers and directors of theregistrant have been excluded as such persons may be deemed to be affiliates. As of February18, 2026, 54,689,876ordinary shares were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive 2026 Proxy Statement of LivaNova PLC for the 2026 Annual General Meeting of Shareholders, which will be filed within 120days ofDecember31, 2025, are incorporated by reference into PartIII of this Annual Report on Form10-K. LIVANOVA PLCTABLE OF CONTENTS ItemDescriptionPageDefinitions3Intellectual Property, Trademarks, and Trade Names6Cautionary Note About Forward-Looking Statements7PART I1.Business81A.Risk Factors181B.Unresolved Staff Comments311C.Cybersecurity312.Properties323.Legal Proceedings334.Mine Safety Disclosures33PARTII5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities346.[Reserved]347.Management’s Discussion and Analysis of Financial Condition and Results of Operations357A.Quantitative and Qualitative Disclosures About Market Risk448.Financial Statements and Supplementary Data449.Changes in and Disagreements with Accountants on Accountin