INVESTMENTS IN VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2025

Variable Interest Entities [Abstract]

INVESTMENTS IN VARIABLE INTEREST ENTITIES

6. 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.

Purchase of noncontrolling interest

In February 2023, the Company acquired a majority equity interest in Vectorious Medical Technologies (“Vectorious”) 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 was the primary beneficiary and consolidated Vectorious. During the three months ended September 30, 2025, the Company acquired the remaining noncontrolling interest of Vectorious for $233.7 million, increasing the Company's total ownership from 61% to 100%. The acquisition was accounted for as an equity transaction as there was no change in control. The carrying value of the noncontrolling interest at the acquisition date was $60.4 million. The difference between the fair value of consideration paid and the carrying value was recognized as an adjustment to additional paid-in capital of $173.3 million. No gain or loss was recognized in the consolidated condensed statements of operations.

The effects of changes in the Company's ownership interest on the Company's stockholders' equity are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income attributable to Edwards Lifesciences Corporation	$	291.1	$	3,070.8	$	982.3	$	3,789.0
Transfer to the noncontrolling interest:
Decrease in additional paid-in capital for purchase of noncontrolling interest	(173.3)		—		(173.3)		—
Transfer to the noncontrolling interest	(173.3)		—		(173.3)		—
Change from net income attributable to Edwards Lifesciences Corporation and transfer to noncontrolling interest	$	117.8	$	3,070.8	$	809.0	$	3,789.0

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 (“the Agreement”) to acquire JenaValve Technology, Inc. (“JenaValve”). Concurrently, the Company entered into a Promissory Note agreement (the “Promissory Note”) to loan JenaValve up to $75.0 million. The Promissory Note includes an automatic funding extension clause whereby the Company will continue to fund up to an additional $30.0 million through January 23, 2026, provided that the Agreement remains in effect and has not been terminated or expired. As of September 30, 2025 and December 31, 2024, the Company had advanced $75.0 million and $15.0 million, respectively, under the Promissory Note (included in Other Assets on the consolidated condensed balance sheets). The Agreement includes certain termination clauses under which, if the Agreement is terminated under specified circumstances, the Company will be required to forgive the outstanding Promissory Note as of the termination date and invest in a $45.0 million convertible promissory note as a termination loan. On August 6, 2025, the United States Federal Trade Commission moved to block the proposed acquisition of JenaValve, alleging anticompetitive concerns. The Company intends to continue to pursue regulatory approval of the acquisition and estimates a final determination by the court regarding such acquisition by the end of the first quarter of 2026. In October 2025, the Company advanced an additional $7.5 million under the Promissory Note.

In August 2022, the Company entered into an option agreement with a medical device company. Under the option agreement, the Company paid $47.1 million for an option to acquire the medical device company, which was included in Other Assets on the consolidated balance sheets as of December 31, 2024. In June 2025, the Company decided not to exercise its option to acquire the medical device company due to slower than anticipated progress by the medical device company toward achieving commercialization of the product. As a result, the Company recognized a $47.1 million loss on impairment, included in Loss on Impairment within non-operating income on the consolidated condensed statement of operations. During the three months ended September 30, 2025, the

Company entered into a simple agreement for future equity where it invested $10.0 million in the medical device company’s stock (included in Other Assets).

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. In April 2025, the Company invested $1.8 million in the Investee's preferred equity securities and $4.0 million for the option to acquire the Investee. In August 2025, the Company invested an additional $1.2 million in the Investee’s preferred equity securities and $2.6 million for the option to acquire the Investee. At both September 30, 2025 and December 31, 2024, the Company had advanced a total of $45.0 million under the promissory note (included in Other Assets). As of September 30, 2025 and December 31, 2024, the Company had invested $45.8 million and $42.8 million, respectively, in the Investee's preferred equity securities (included in Long-term Investments) and had paid $27.5 million and $20.9 million, respectively, for an option to acquire the Investee (included in Other Assets). In October 2025, the Company advanced an additional $15.0 million under the promissory note.

In December 2024, the Company entered into an option agreement and an amended preferred stock purchase agreement with a medical technology company. The Company had previously made an investment in preferred equity securities of the medical technology company under a prior preferred stock purchase agreement in 2021. Under the agreements, the Company paid $30.0 million in December 2024 for an option to acquire the medical technology company. The Company had invested $20.0 million in the preferred equity securities as of December 31, 2024. In addition, in May 2025, under the terms of the agreements, the Company paid an additional $10.0 million for the option and invested $15.0 million in the medical technology company’s preferred equity securities upon the medical technology company’s achievement of a pre-defined milestone. The Company also agreed to loan the medical technology company up to $40.0 million upon the medical technology company's achievement of certain milestones. As of September 30, 2025 and December 31, 2024, the Company had invested $35.0 million and $20.0 million, respectively, in the medical technology company's preferred equity securities (included in Long-term Investments), and $40.0 million and $30.0 million, respectively, in the option to acquire the medical technology company (included in Other Assets).

In February 2019, the Company entered into a warrant agreement with a medical device company and paid $35.0 million for an option to acquire the medical device company. In June 2022, the Company entered into a convertible promissory note with the medical device company. Under the convertible promissory note agreement, the Company agreed to loan the medical device company up to $47.5 million. In June 2025, the Company entered into a new convertible promissory note agreement to loan the medical device company up to $30.0 million and amended its warrant agreement to provide the Company with the option to extend the warrant right period for consideration of $16.5 million. As of September 30, 2025 and December 31, 2024, the Company had advanced $77.5 million and $47.5 million, respectively, under the promissory notes (included in Other Assets). The $35.0 million for the option was included in Other Assets as of both September 30, 2025 and December 31, 2024.

In June 2025, the Company entered into a preferred share purchase agreement with a medical solutions company, under which the Company invested $30.0 million in the medical solutions company's preferred equity securities (included in Long-term Investments).

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.