INVESTMENTS IN VARIABLE INTEREST ENTITIES

3 Months Ended

Mar. 31, 2025

Variable Interest Entities [Abstract]

INVESTMENTS IN VARIABLE INTEREST ENTITIES

INVESTMENTS IN VARIABLE INTEREST ENTITIES

The Company reviews its investments in other entities to determine whether the Company is the primary beneficiary of a VIE. The Company would be the primary beneficiary of the VIE, and would be required to consolidate the VIE, if it has the

power to direct the significant activities of the entity and the obligation to absorb losses or receive benefits from the entity that may be significant to the VIE. The Company's maximum loss exposure to VIEs, prior to the exercise of options to acquire the entities, is limited to its investment in the VIEs, which include equity investments, options to acquire, and promissory notes.

Consolidated VIEs

In February 2023, the Company acquired a majority equity interest in a medical technology company pursuant to a preferred stock purchase agreement, and amended and restated a previous option agreement to acquire the remaining equity interest. Edwards concluded that it is the primary beneficiary and consolidated the VIE. The total assets and liabilities of the Company's consolidated VIE were $247.1 million and $23.1 million, respectively, as of March 31, 2025, and were $252.3 million and $24.3 million, respectively, as of December 31, 2024. The assets of the VIE can only be used to settle obligations of the VIE and general creditors have no recourse to the Company.

Unconsolidated VIEs

Edwards has relationships with various VIEs that it does not consolidate as Edwards lacks the power to direct the activities that significantly impact the economic success of these entities.

In July 2024, the Company entered into an agreement and plan of merger to acquire JenaValve Technology, Inc.

("JenaValve"). Concurrently, the Company entered into a promissory note agreement to loan JenaValve up to

$75.0 million should the merger not close within 90 days, amongst certain other conditions. As of March 31, 2025 and December 31, 2024, the Company had advanced $30.0 million and $15.0 million, respectively, under the note agreement (included in Other Assets on the consolidated condensed balance sheets). In April 2025, the Company advanced an additional $7.5 million under the note agreement.

In April 2021, the Company entered into a promissory note agreement, a preferred stock purchase agreement, and an option agreement with a privately-held medical device company (the "Investee"). The secured promissory note provides for borrowings up to $45.0 million. As of both March 31, 2025 and December 31, 2024, the Company had (a) advanced a total of $45.0 million under the promissory note (included in Other Assets), (b) invested $42.8 million in the Investee's preferred equity securities (included in Long-term Investments) and (c) had paid $20.9 million for an option to acquire the Investee (included in Other Assets). In April 2025, the Company invested an additional $1.8 million in the Investee's preferred equity securities and $4.0 million for the option to acquire the Investee. Pursuant to the agreements, the Company may be required to invest up to an additional $1.2 million in the Investee's preferred equity securities and up to an additional $2.6 million for the option to acquire the Investee.

In addition, Edwards has made equity investments through the NMTC program in limited liability companies that are considered VIEs. For more information, see Note 5.