Welcome to our dedicated page for Jazz Pharmaceuticals Plc SEC filings (Ticker: JAZZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
SEC disclosures from Jazz Pharmaceuticals Plc rarely read like light bedtime material. Hundreds of pages cover narcolepsy franchise sales, Irish tax rulings, oncology trial data and more—making it tough to pinpoint what really moves JAZZ shares or to get Jazz Pharmaceuticals SEC filings explained simply.
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- Phase milestones and licensing deals summarized in Jazz Pharmaceuticals 8-K material events explained.
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UBS AG has filed a Rule 424(b)(2) pricing supplement for a small, $1.504 million issuance of Trigger Autocallable Contingent Yield Notes with Memory Interest maturing 14 July 2028. The notes are unsecured, unsubordinated obligations of UBS AG London Branch and are linked to the weaker performer of the Russell 2000® Index (RTY) and the S&P 500® Index (SPX).
Coupon mechanics. Investors receive a 7.35% p.a. fixed contingent coupon (paid semi-annually, $36.75 per $1,000) only when both indices close at or above their 70% coupon barriers on an observation date. Missed coupons are not lost: the memory-interest feature pays all previously unpaid coupons the next time both indices meet the barrier.
Autocall. On any observation date before final valuation, the notes are automatically called if both indices are at or above 100% of their initial levels. Investors then receive the $1,000 principal plus the current and any accrued coupons; no further payments occur.
Principal risk. If the notes are not called and, at maturity, either index closes below its 70% downside threshold, repayment is $1,000 × (1 + return of the worst index). A 40% index loss therefore translates into a 40% capital loss. Full principal is protected only if both indices stay above their thresholds.
Key terms.
- Initial levels: RTY 2,234.827; SPX 6,259.75
- Coupon/Downside barriers: 70% of initial levels (RTY 1,564.379; SPX 4,381.83)
- Observation dates: semi-annual; settlement T+3
- Estimated initial value: $962.20 (96.22% of issue price) reflects embedded fees and UBS funding spread
- Fees: $15 underwriting discount plus $6 structuring fee per note; net proceeds $985 per $1,000
Risk highlights. Investors face (i) full market risk below the 70% thresholds, (ii) contingent and potentially zero income, (iii) UBS credit risk, (iv) liquidity constraints—no exchange listing and discretionary market-making by UBS Securities LLC—and (v) valuation friction because the issue price exceeds the model-based estimated value by 3.78%.
Investor profile. The product targets investors comfortable with equity downside risk, seeking enhanced coupon income, willing to forgo upside participation and able to hold to maturity or autocall.
Jazz Pharmaceuticals plc (JAZZ) has issued a DEFA14A supplement to its 2025 proxy materials outlining a planned CEO succession and related compensation adjustments.
- Leadership transition: President & COO Renee Gala will become President & Chief Executive Officer on 11 Aug 2025. Current CEO Bruce Cozadd will remain until that date, then serve in a transition role through 12 Sep 2025 before retiring while continuing as Board Chair.
- Board expansion: Board size increases from 12 to 13 seats; Ms. Gala will join as a Class I director with a term expiring in 2027.
- Compensation changes: Ms. Gala’s annual base salary rises to $1.2 million (from $0.9 million) and her target cash bonus to 110% of salary (from 80%), effective 11 Aug 2025.
- Equity awards: One-time promotion grant valued at ~$6.5 million (33% RSUs, 67% PSUs) in addition to her previously granted 2025 annual equity award of ~$6 million.
- Enhanced severance: Cash severance on involuntary termination without cause (outside a change-in-control period) increases to 150% of base salary plus up to 18 months of COBRA premiums (previously 100% salary and 12 months premiums).
- Voting impact: No changes to the proposals or proxy card for the 24 Jul 2025 AGM; shareholders are encouraged to review both the original proxy and this supplement.
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) disclosed in an 8-K that its Board appointed current President & COO Renee Gala as President & Chief Executive Officer effective 11 Aug 2025. The Board will expand from 12 to 13 members and seat Gala as a Class I director through the 2027 AGM. Outgoing CEO Bruce Cozadd will remain CEO until 11 Aug 2025, shift to a transition role until 12 Sep 2025, then retire while continuing as non-executive Chair.
Gala’s compensation package was revised: base salary rises 33 % to $1.2 million; target annual bonus increases to 110 % of salary (from 80 %). She will also receive a one-time $6.5 million promotion equity grant (33 % RSUs vesting annually over four years; 67 % PSUs tied to 2025 performance metrics) on top of her previously granted $6 million 2025 annual equity award.
Severance protections were enhanced: in an involuntary termination without cause outside a change-in-control window, Gala is now entitled to a lump-sum payment equal to 150 % of base salary (previously 100 %) and up to 18 months of company-paid COBRA premiums (previously 12 months).
No financial metrics, earnings guidance, or strategic updates were included. A confirming press release (Exhibit 99.1) was furnished under Item 7.01.
Terns Pharmaceuticals (NASDAQ: TERN) — Form 4 insider filing. Chief Medical Officer Emil Kuriakose reported one transaction dated 07/01/2025.
- Shares sold: 853 common shares
- Weighted-average price: $4.2671 (range $4.215–$4.32)
- Purpose: Sale executed solely to cover taxes on a previously vested restricted stock unit award; not a discretionary trade.
- Post-sale ownership: 52,464 common shares held directly
No derivative securities were exercised or disposed. The filing indicates routine tax-related share withholding rather than an active reduction in ownership, leaving the CMO with a substantial equity stake.
Form 4 filing summary for Taylor Morrison Home Corp. (TMHC): Director Christopher J. Yip reported the acquisition of 387 deferred stock units (DSUs) on 06/30/2025. Each DSU is economically equivalent to one share of TMHC common stock and was received under the company’s Non-Employee Director Deferred Compensation Plan as an election to defer cash retainer and committee fees. The transaction is coded “A,” signifying an award and not an open-market purchase.
After the transaction, Yip’s aggregate holding stands at 14,664 DSUs. The units will settle in common shares upon the earlier of (i) 01-Sep-2027, (ii) the director’s separation from the board, or (iii) a change of control. No common-stock sales or purchases were reported, and no cash price was involved.
The award is relatively small in size and routine in nature, providing limited insights into the company’s near-term fundamentals or insider sentiment beyond ongoing board-level equity alignment.
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