Jazz Pharma director to exit after 2026 term

Jazz Pharmaceuticals plc reported that director Anne O’Riordan, a Class III director whose term expires at the Company’s 2026 annual meeting of shareholders, has informed the board that she will not stand for re-election.

Accepted by SEC EDGAR 05/29/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc reported that director Anne O’Riordan, a Class III director whose term expires at the Company’s 2026 annual meeting of shareholders, has informed the board that she will not stand for re-election. The company notes this decision is not due to any dispute or disagreement with the company or its board on operations, policies, or practices. The board emphasized its commitment to ongoing board refreshment, board effectiveness, and orderly succession processes.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Class III director, annual meeting of shareholders, board refreshment, orderly board succession processes

4 terms

Class III director financial

"Anne O’Riordan, a Class III director whose term expires at the Jazz Pharmaceuticals plc 2026 annual meeting"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

annual meeting of shareholders financial

"whose term expires at the Jazz Pharmaceuticals plc 2026 annual meeting of shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

board refreshment financial

"Consistent with the Company’s commitment to ongoing board refreshment and board effectiveness"

Board refreshment is the deliberate replacement or addition of corporate board members to bring new skills, perspectives or energy to a company’s oversight team. For investors, it matters because a refreshed board can change a company’s strategy, improve oversight of management and reduce risk—similar to updating the coaching staff of a sports team to fix weaknesses and boost future performance, which can influence investor confidence and the stock price.

orderly board succession processes financial

"the Board will continue to evaluate its composition and to facilitate orderly board succession processes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Jazz Pharmaceuticals (JAZZ) announce in this 8-K filing?

Jazz Pharmaceuticals disclosed that director Anne O’Riordan, a Class III director, informed the board she will not stand for re-election at the 2026 annual meeting of shareholders. The company highlighted its ongoing focus on board refreshment and effective, orderly board succession processes.

Who is the director leaving the Jazz Pharmaceuticals (JAZZ) board?

The filing states that Anne O’Riordan, a Class III director of Jazz Pharmaceuticals, will not stand for re-election when her term expires at the 2026 annual meeting of shareholders. She is stepping down from the board through the regular director succession and refreshment process.

Did Anne O’Riordan resign from Jazz Pharmaceuticals (JAZZ) due to a dispute?

No. The company explicitly states that Anne O’Riordan’s decision not to stand for re-election was not the result of any dispute or disagreement with Jazz Pharmaceuticals or its board regarding operations, policies, or practices, indicating an orderly and non-contentious transition.

How does this director change relate to Jazz Pharmaceuticals’ (JAZZ) board strategy?

Jazz Pharmaceuticals explains that this change aligns with its commitment to ongoing board refreshment and board effectiveness. The board intends to continue evaluating its composition and facilitating orderly succession processes to support long-term governance and leadership continuity.

When does Anne O’Riordan’s term on the Jazz Pharmaceuticals (JAZZ) board expire?

The filing notes that Anne O’Riordan is a Class III director whose term expires at the company’s 2026 annual meeting of shareholders. She has informed the board that she will not stand for re-election when this term concludes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001232524falseJazz Pharmaceuticals plc00012325242026-05-252026-05-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 25, 2026

Date of Report (Date of earliest event reported)

JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

001-33500

98-1032470

(State or Other Jurisdiction of Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

Fifth Floor, Waterloo Exchange,

Waterloo Road, Dublin 4, Ireland D04 E5W7

(Address of principal executive offices, including zip code)

011-353-1-634-7800

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary shares, nominal value $0.0001 per share			JAZZ			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2026, Anne O’Riordan, a Class III director whose term expires at the Jazz Pharmaceuticals plc (the “Company”) 2026 annual meeting of shareholders, has informed the board of directors (the “Board”) that she will not stand for re-election. Consistent with the Company’s commitment to ongoing board refreshment and board effectiveness, the Board will continue to evaluate its composition and to facilitate orderly board succession processes. Ms. O’Riordan’s decision was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
			By:			/s/ Neena Patil
			Name:			Neena Patil
			Title:			Executive Vice President and Chief Legal Officer

Date: May 29, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.2 KB