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LIVN 8-K filings, explained
Every material Form 8-K LivaNova has filed with the SEC since June 12, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
LivaNova reported third-quarter 2026 revenue of $393.1 million, up 9.9% from a year earlier, and raised its full-year 2026 constant-currency revenue growth range to 9% to 10% and its adjusted diluted EPS range to $4.40 to $4.50. GAAP diluted EPS fell to $0.11 from $0.49, reflecting $34.0 million of other operating expense, so shareholders face a mix of stronger underlying results and a lower reported profit.
Q3 2026 revenue was $393.1 million, up 9.9% reported and 10.0% constant-currency; Cardiopulmonary rose 10.9% and Neuromodulation rose 11.1%.
Q3 2026 GAAP diluted EPS was $0.11 versus $0.49 a year earlier; adjusted diluted EPS was $1.23 versus $1.11.
Full-year 2026 constant-currency revenue growth guidance rose to 9% to 10% from 8% to 9%.
Full-year 2026 adjusted diluted EPS guidance rose to $4.40 to $4.50 from $4.30 to $4.40; adjusted free cash flow guidance of $140 million to $160 million was maintained.
LivaNova reported second-quarter 2026 revenue of $390.6 million, up 10.8% from a year earlier, and adjusted diluted EPS of $1.26 versus $1.05. It raised its full-year 2026 revenue growth and adjusted EPS guidance but lowered its adjusted free cash flow guidance to $140 million to $160 million. For shareholders, the results show top-line and adjusted profit growth alongside a lower cash flow outlook, and GAAP operating income declined.
Q2 2026 revenue was $390.6 million, up 10.8% reported and 9.8% constant-currency, from $352.5 million in Q2 2025.
GAAP diluted EPS was $1.93 versus $0.50, including a discrete tax benefit of $95.4 million from an Italian tax authority ruling; adjusted diluted EPS was $1.26 versus $1.05.
GAAP operating income was $49.5 million versus $54.2 million a year earlier; adjusted operating income was $90.8 million versus $77.4 million.
2026 guidance: constant-currency revenue growth raised to 8% to 9% (from 7% to 8%) and adjusted EPS raised to $4.30 to $4.40 (from $4.20 to $4.30); adjusted free cash flow lowered to $140 million to $160 million (from $160 million to $180 m
LivaNova reported first-quarter 2026 revenue of $362.3 million, up 14.3% from a year earlier, and raised its full-year 2026 revenue and adjusted diluted earnings per share guidance. GAAP diluted EPS was $0.40, compared with a loss of $6.01 a year earlier that included a $360.4 million SNIA environmental liability expense, and adjusted diluted EPS rose to $0.98 from $0.88.
Q1 revenue of $362.3 million rose 14.3% reported and 11.1% in constant currency; Cardiopulmonary revenue rose 18.3%.
GAAP diluted EPS was $0.40 versus a loss of $6.01 in Q1 2025; adjusted diluted EPS was $0.98 versus $0.88.
2026 adjusted diluted EPS guidance raised to $4.20 to $4.30 from $4.15 to $4.25; revenue growth guidance raised to 7.0% to 8.0% from 6.0% to 7.0% in constant currency.
FDA granted premarket approval for the aura6000 System for moderate to severe obstructive sleep apnea.
LivaNova reported fourth-quarter and full-year 2025 results and issued 2026 guidance. Full-year revenue rose 10.7% to $1.39 billion and adjusted diluted EPS reached $3.90, but a $365.6 million SNIA environmental liability expense produced a GAAP diluted loss of $4.45 per share. The company expects 2026 adjusted diluted EPS of $4.15 to $4.25, which sets the earnings outlook shareholders will track in the coming year.
Fourth-quarter 2025 revenue was $360.9 million, up 12.1% on a reported basis; GAAP diluted EPS was $0.56 versus $1.02, and adjusted diluted EPS was $0.86 versus $0.81.
Full-year 2025 revenue was $1.39 billion, up 10.7%; GAAP diluted loss was $4.45 per share, including the $365.6 million SNIA charge, and adjusted diluted EPS was $3.90 versus $3.38.
2026 guidance calls for constant-currency revenue growth of 6.0% to 7.0%, adjusted diluted EPS of $4.15 to $4.25, and adjusted free cash flow of $160 million to $180 million.
Increased CMS reimbursement for VNS Therapy for drug-resistant epilepsy takes effect January 1, 2026, with hospital outpatient payments rising about 48% for new patient implants.
LivaNova PLC said its Senior Vice President, Chief Legal Officer and Company Secretary, Michael Hutchinson, resigned on January 12, 2026 to pursue another opportunity. The company plans to hire an external search firm to find a successor, and the filing does not name an interim replacement.
Michael Hutchinson resigned as SVP, Chief Legal Officer and Company Secretary, notified January 12, 2026
His last day with LivaNova is January 26, 2026
The company expects to retain an external search firm to find a new Chief Legal Officer
LivaNova reported third-quarter 2025 revenue of $357.8 million, up 12.5% from a year earlier, and raised its full-year 2025 adjusted diluted EPS guidance to $3.80 to $3.90. GAAP diluted EPS fell to $0.49 from $0.60, and the nine-month GAAP net loss of $273.4 million reflects a $363.8 million SNIA environmental liability expense.
Q3 2025 revenue $357.8 million vs $318.1 million a year earlier
Q3 GAAP diluted EPS $0.49 vs $0.60; adjusted diluted EPS $1.11 vs $0.90
2025 adjusted diluted EPS guidance raised to $3.80 to $3.90 from $3.70 to $3.80
Nine-month GAAP net loss $273.4 million, including $363.8 million SNIA environmental liability expense
LivaNova's board appointed Donald Zurbay, former CEO and CFO of Patterson Companies, as a director effective September 4, 2025, and as a member of the Audit and Compliance Committee. The filing describes his prior roles at Patterson Companies and St. Jude Medical and lists his director compensation, which is prorated until the 2026 Annual General Meeting.
Donald Zurbay joins the board and Audit and Compliance Committee; his term begins September 4, 2025.
He was President and CEO of Patterson Companies from October 2022 until May 2025, and its CFO from June 2018 to October 2022.
Annual compensation includes a $70,000 board retainer, a $15,000 committee member fee, and restricted stock with a fair market value of $185,000, prorated to the 2026 Annual General Meeting.
LivaNova reported second-quarter 2025 revenue of $352.5 million, up 10.7% from a year earlier, and raised its full-year 2025 guidance for revenue growth, adjusted diluted earnings per share and adjusted free cash flow. Adjusted diluted earnings per share were $1.05 for the quarter, compared with $0.93 a year earlier, and GAAP diluted earnings per share were $0.50, compared with $0.30. The results were furnished as Exhibit 99.1 and the company will discuss them on a conference call on August 6, 2025.
Q2 2025 revenue was $352.5 million, up 10.7% on a reported basis and 10.3% on an organic basis.
Q2 2025 GAAP diluted EPS was $0.50 versus $0.30; adjusted diluted EPS was $1.05 versus $0.93.
Full-year 2025 adjusted diluted EPS guidance rose to $3.70 to $3.80 from $3.60 to $3.70.
Full-year 2025 adjusted free cash flow guidance is $140 million to $160 million, up from $135 million to $155 million.
At its 2025 Annual General Meeting on June 11, 2025, LivaNova shareholders adopted all 12 resolutions, including approval of the Second Amended and Restated 2022 Incentive Award Plan and the 2025 Director Incentive Award Plan. The filing says the 2022 plan provides 2,200,000 shares for awards and the director plan makes 300,000 shares available, with no further awards to be made under the 2015 Plan. Shareholders should note that these approvals set the share reserves for future equity compensation.
Second A&R 2022 Plan provides for 2,200,000 shares; approved with 43,306,724 votes for and 1,200,919 against.
2025 Director Incentive Plan makes 300,000 shares available to non-executive directors; approved with 44,032,808 votes for and 488,643 against.
All ten directors were elected for terms expiring at the 2026 AGM; advisory say-on-pay vote passed with 43,157,281 votes for and 1,352,691 against.
A total of 46,359,157 shares, about 83.59% of shares outstanding and eligible to vote, were represented at the meeting.
LivaNova reported first-quarter 2025 revenue of $316.9 million, up 7.4% from a year earlier, and raised its full-year revenue growth guidance. The company also recorded a $360.4 million SNIA environmental liability after an Italian Supreme Court ruling, producing a U.S. GAAP diluted loss of $6.01 per share, and lowered its full-year adjusted diluted EPS guidance to $3.60 to $3.70 from $3.65 to $3.75.
Q1 2025 revenue $316.9 million, up 7.4% reported and 10.4% organic; Cardiopulmonary revenue rose 13.1%
GAAP diluted loss of $6.01 per share versus $0.78 loss a year earlier, driven by the SNIA environmental liability; adjusted diluted EPS $0.88 versus $0.73
Full-year 2025 revenue growth guidance raised to 6.0% to 7.0% constant-currency; adjusted diluted EPS guidance lowered to $3.60 to $3.70, incorporating an estimated $0.20 SNIA impact
Adjusted free cash flow guidance unchanged at $135 million to $155 million
LivaNova reported fourth-quarter revenue of $321.8 million, up 3.8%, and full-year 2024 revenue of $1.25 billion, up 8.7%. Full-year 2024 adjusted diluted EPS was $3.38, up from $2.80, and the company guided to 2025 adjusted diluted EPS of $3.65 to $3.75, which is above the 2024 figure.
Q4 2024 revenue $321.8 million, up 3.8% reported; GAAP diluted EPS $1.02 versus $0.30; adjusted diluted EPS $0.81 versus $0.87
Full-year 2024 revenue $1.25 billion, up 8.7%; GAAP diluted EPS $1.16; adjusted diluted EPS $3.38 versus $2.80
2025 guidance: revenue growth of 5.0% to 6.0% on a constant-currency basis; adjusted free cash flow of $135 million to $155 million
LivaNova reported third-quarter 2024 results for the period ended September 30, 2024, with revenue of $318.1 million, up 11.2% from a year earlier, and GAAP diluted earnings of $0.60 per share compared with a loss of $0.14 per share in the prior-year quarter. The company also raised its full-year 2024 guidance, now expecting adjusted diluted earnings per share of $3.30 to $3.40. For shareholders, the filing shows higher sales, higher profit and a higher outlook, with the full press release furnished as Exhibit 99.1.
Third-quarter revenue was $318.1 million, up 11.2% from $286.1 million in the third quarter of 2023.
GAAP diluted EPS was $0.60 versus a loss of $0.14; adjusted diluted EPS was $0.90 versus $0.73.
Full-year 2024 adjusted diluted EPS guidance is now $3.30 to $3.40; constant-currency revenue growth guidance is 8.5% to 9.5%.
Full-year 2024 adjusted free cash flow is now expected to be $110 million to $130 million.
LivaNova's board appointed Susan Podlogar, a former MetLife executive, as a director and a member of the Compensation and Human Capital Management Committee, effective October 8, 2024. Her pay is set under the company's standard non-employee director policy, which the filing says is prorated for fiscal 2024, and she has no undisclosed related-party transactions. The change adds a director with human resources and executive compensation experience, but the filing reports no effect on financial results.
Susan Podlogar, 61, appointed to the board on October 8, 2024.
Also named to the Compensation and Human Capital Management Committee.
Retired in June 2024 as EVP and Chief Human Resources Officer at MetLife, where she served from July 2017.
Annual compensation: $60,000 board retainer, $8,000 committee fee, and $180,000 restricted stock award, prorated for fiscal 2024.
LivaNova said its Chief Human Resources Officer, Trui Hebbelinck, will leave her position on September 30, 2024 and begin garden leave, and it has retained an external search firm to find a successor. Under a settlement agreement dated September 7, 2024, she receives a prorated on-target fiscal 2024 bonus, a severance payment of £232,000, and certain other benefits, which the filing describes as a cost of the departure.
Departure effective September 30, 2024; garden leave runs under a 12-month contractual notice period, ending September 30, 2025 unless she elects to end it early
Settlement agreement dated September 7, 2024 includes a £232,000 severance payment and a prorated on-target fiscal 2024 bonus paid in October 2024
Outplacement counseling capped at £20,000 plus tax; legal fees reimbursed up to £25,000 plus tax
Ms. Hebbelinck will not qualify for a fiscal 2025 bonus and will receive no new equity awards; existing awards continue to vest
LivaNova reported second-quarter 2024 revenue of $318.6 million, up 8.4% from a year earlier, and adjusted diluted earnings per share of $0.93 versus $0.78. The company raised its full-year 2024 revenue and adjusted earnings per share guidance, which signals improved expected results for shareholders.
Q2 2024 revenue of $318.6 million rose 8.4% on a reported basis and 9.6% on a constant-currency basis
Q2 2024 U.S. GAAP diluted EPS was $0.30, compared with $0.02 in Q2 2023; adjusted diluted EPS was $0.93, compared with $0.78
Full-year 2024 adjusted diluted EPS is now expected to be $3.10 to $3.20, and constant-currency revenue growth 7% to 8%
A $6.6 million increase in the Italian payback law reserve reduced net revenue
At its June 11, 2024 annual general meeting, LivaNova shareholders approved amendments that increase share reserves under its 2022 and 2015 incentive plans and extend the 2015 plan to April 17, 2034. All nine director nominees were elected to terms ending at the 2025 meeting, and shareholders approved the advisory say-on-pay vote, with the board deciding to hold these votes every year.
The 2022 plan's option and SAR share cap rises from 2,250,000 to 2,950,000, and its other-award cap rises from 1,500,000 to 2,000,000.
The 2015 plan's non-employee director share limit rises from 50,000 to 150,000, and its expiration moves to April 17, 2034.
Say-on-pay passed with 43,234,362 votes for and 2,174,138 against.
Shareholders voted for the frequency of say-on-pay votes, with 22,170,368 votes for one year, the level the board adopted.
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