Every 8-K that Jazz Pharmaceuticals, Inc. (JAZZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow JAZZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full JAZZ filings page.
Jazz Pharmaceuticals plc, through its wholly owned subsidiary Jazz Lux, amended its credit agreement to reprice and extend the maturity of its U.S. dollar term loans. Certain existing lenders converted Tranche B-2 loans into Tranche B-3 loans, and Jazz Lux borrowed an additional $273,310,355.18 to repay B-2 loans that were not converted. Outstanding principal totaled $1.895 billion immediately before the amendment and after it.
The new tranche matures May 5, 2033, extended from May 5, 2028. Its applicable margins are 1.75% for Term SOFR borrowings and 0.75% for borrowings at the prime lending rate, a decrease of 50 basis points from B-2. The loans amortize in quarterly installments equal to 0.25% of initial principal, with the remaining balance payable at maturity. They have a 0.50% Term SOFR floor and no credit spread adjustment.
Jazz Pharmaceuticals plc (JAZZ) completed the acquisition of Actio Biosciences, Inc. for $820 million upfront, making Actio a wholly owned subsidiary through a merger with an indirect Jazz subsidiary. The transaction adds ABS-1230, a clinical-stage, orally available KCNT1 inhibitor for KCNT1-related epilepsy.
ABS-1230 has shown meaningful seizure reductions in an early clinical proof-of-concept trial in children and is described as a potential first-in-class precision therapy. It has received Fast Track, Rare Pediatric Disease and Orphan Drug Product designations from the U.S. FDA and entered the agency’s Rare Disease Evidence Principles process.
As part of the deal, certain non-ABS-1230 programs were transferred into a new privately held company funded by existing Actio investors, with Jazz receiving a minority equity stake and related rights, while focusing its ownership of Actio on ABS-1230.
Jazz Pharmaceuticals plc (JAZZ) completed a private offering of $1.25 billion aggregate principal amount of 1.875% exchangeable senior notes due 2032 through its wholly owned subsidiary Jazz Investments I Limited, including the full exercise of the $150.0 million option granted to initial purchasers. The notes are senior unsecured obligations, fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals, and were sold under Section 4(a)(2) and Rule 144A exemptions.
The notes mature on September 15, 2032 and bear interest payable semi-annually at 1.875%. The initial exchange rate is 2.8150 ordinary shares per $1,000 principal amount (exchange price about $355.24 per share), with standard adjustment features and certain exchange rate increases upon specified corporate events or redemptions. The issuer may redeem the notes in defined tax, price, and low-outstanding-amount scenarios, and holders have a fundamental change put right at 100% of principal plus accrued interest.
Jazz estimates net proceeds of approximately $1,226.4 million and expects to use them for general corporate purposes. Concurrent with pricing, the company repurchased about $225.0 million of ordinary shares at $249.29 per share using existing cash under its July 2024 repurchase program. The filing notes that, based on an initial maximum exchange rate of 4.0113 shares per $1,000 principal amount, up to 5,014,125 ordinary shares may initially be issuable upon exchange of the notes.
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) announced that the U.S. FDA approved two Ziihera® (zanidatamab-hrii)-containing regimens for first-line treatment of adults with unresectable locally advanced or metastatic HER2-positive gastroesophageal adenocarcinoma. The regimens are Ziihera plus Tevimbra® (tislelizumab-jsgr) and fluoropyrimidine- and platinum-containing chemotherapy, and Ziihera plus fluoropyrimidine- and platinum-containing chemotherapy.
The HERIZON-GEA-01 Phase 3 trial showed that Ziihera-based combinations reduced the risk of disease progression or death by 35%, extending median progression-free survival to 12.4 months vs. 8.1 months with trastuzumab plus chemotherapy. Ziihera plus tislelizumab and chemotherapy reduced risk of death by 28% and achieved median overall survival of 26.4 months vs. 19.2 months, the longest reported in a Phase 3 trial in this setting.
Ziihera regimens showed a manageable but significant safety burden, with high rates of diarrhea, infusion-related reactions and left ventricular dysfunction, and Boxed Warnings for diarrhea and embryo-fetal toxicity. Jazz plans an investor webcast on August 25, 2026 to discuss the approval and the broader zanidatamab development program.
Jazz Pharmaceuticals Public Limited Company entered into an Agreement and Plan of Merger under which its wholly owned subsidiary will acquire Actio Biosciences, Inc. via a merger, with Actio surviving as a wholly owned subsidiary. The consideration includes an initial Aggregate Upfront Transaction Value based on $820,000,000, adjusted for cash, transaction expenses, indebtedness, taxes, and other specified liabilities, allocated per share through an Upfront Per Share Amount.
Holders of Actio capital stock, non-underwater options and non-underwater warrants will also be entitled to contingent milestone payments of up to $500,000,000 in the aggregate. These milestones comprise a $250,000,000 payment upon regulatory approval of ABS-1230 for KCNT1-Related Epilepsy, a $100,000,000 payment upon first achievement of $500,000,000 in annual net sales of ABS-1230 products, and a $150,000,000 payment upon first achievement of $1,000,000,000 in annual net sales. Closing is subject to customary conditions, including Hart-Scott-Rodino clearance, required company stockholder approvals, completion of a spin-out of non-ABS-1230 programs to a new SpinCo in which Jazz will hold a minority stake, absence of a Material Adverse Effect, and specified employment and closing deliverables.
Jazz Pharmaceuticals plc entered into a definitive agreement to acquire privately held Actio Biosciences, Inc. for $820 million upfront plus up to $500 million in contingent approval and sales milestones. The deal adds Actio’s lead asset ABS-1230, a first-in-class KCNT1 ion channel inhibitor for KCNT1-related epilepsy, to Jazz’s rare epilepsy portfolio.
KCNT1+ epilepsy is a rare developmental and epileptic encephalopathy affecting approximately 2,500 patients in the U.S., with no FDA-approved therapies. ABS-1230 has shown meaningful seizure reductions in an early proof-of-concept trial and is being studied in the ongoing Phase 1b/2a KYRON trial, which is designed as the registrational study to support a U.S. new drug application.
ABS-1230 holds FDA Fast Track, Rare Pediatric Disease and Orphan Drug Product designations and is part of the FDA’s Rare Disease Evidence Principles program. At closing, Actio will spin out a new rare neurology company retaining other assets such as ABS-0871, with Jazz receiving a minority stake. The transaction, unanimously approved by both boards, is expected to close by the fourth quarter of 2026, funded by Jazz through cash and existing financing facilities, subject to customary closing conditions.
Jazz Pharmaceuticals reported record second quarter 2026 revenues of $1,208.3 million, up 16% year-over-year, driven by growth in Xywav, Epidiolex/Epidyolex, Zepzelca and contributions from Modeyso and Ziihera. GAAP net income was $192.8 million, or $2.78 per diluted share, and non-GAAP adjusted EPS was $5.71.
The company generated $823.9 million of cash from operations in the first half of 2026 and held $2.2 billion in cash, cash equivalents and investments against $4.4 billion of long-term debt, after repaying $1.0 billion of 2.00% exchangeable senior notes due 2026. Full-year 2026 total revenue guidance was raised to $4,600–$4,750 million. Jazz highlighted regulatory milestones, including FDA Priority Review for zanidatamab in first-line HER2+ gastroesophageal adenocarcinoma with an August 25, 2026 PDUFA date and Breakthrough Therapy designation in HER2-positive colorectal cancer.
Jazz Pharmaceuticals plc held its 2026 annual general meeting in Dublin, where shareholders voted on six proposals. Holders of 57,836,785 of 62,817,628 ordinary shares entitled to vote were present in person or by proxy.
Shareholders elected three directors to serve until the 2029 annual meeting, approved KPMG, Dublin as independent auditors and authorized the audit committee to set their remuneration, and gave non-binding approval of named executive officer compensation. They also approved board authority under Irish law to allot ordinary shares, including to issue shares for cash without first offering them to existing shareholders under statutory pre-emption rights. The contingent adjournment proposal was not put to a vote.
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.
Jazz Pharmaceuticals reported strong first-quarter 2026 results, with total revenues of $1.07 billion, up 19% year over year, and GAAP diluted EPS of $4.43 versus a loss a year ago. Non-GAAP adjusted EPS was $6.34, and cash from operations reached $408 million.
Growth was driven by key products, including Xywav (up 18% to $408 million), Epidiolex/Epidyolex (up 15% to $249.8 million) and Zepzelca (up 60% to $101 million), plus initial Modeyso sales. The company ended March 31, 2026 with $2.9 billion in cash, cash equivalents and investments and $5.4 billion in long-term debt principal.
Jazz completed the sale of a Rare Pediatric Disease Priority Review Voucher for gross proceeds of $200 million (50% to Jazz), and reaffirmed its full-year 2026 total revenue guidance of $4.25–$4.5 billion along with both GAAP and non-GAAP margin and expense outlook.
Jazz Pharmaceuticals reported record 2025 total revenues of $4.27 billion, up 5%, with fourth-quarter revenue of $1.20 billion, up 10% year over year. Growth was driven by neuroscience and oncology franchises.
Flagship sleep drug Xywav generated $1.66 billion in 2025 sales, up 12%, while Epidiolex/Epidyolex reached $1.06 billion, up 9%. Oncology net product sales were $1.13 billion, up 2%, including launches of Modeyso and Ziihera.
Despite strong revenue, Jazz posted a 2025 GAAP net loss of $356 million, compared with $560 million net income in 2024, primarily due to $948 million of acquired in‑process R&D and litigation settlements. Non‑GAAP adjusted net income was $522 million. The company generated $1.36 billion of operating cash flow and guided 2026 revenue to $4.25–$4.50 billion.
Jazz Pharmaceuticals plc reported that it plans to present a corporate overview and financial update at the J.P. Morgan Healthcare Conference in San Francisco on January 13, 2026. In this presentation, the company states that it expects to meet its previously announced total revenue guidance range for the year ended December 31, 2025. Jazz also outlines expectations for revenue contributions in 2025 from key products Xywav, Epidiolex and Modeyso. The related presentation slides are provided as Exhibit 99.1.
Jazz Pharmaceuticals plc reported positive top-line results from its Phase 3 HERIZON-GEA-01 trial. The study evaluated Ziihera® (zanidatamab-hrii) with chemotherapy, and with or without the checkpoint inhibitor tislelizumab, as a first-line treatment for patients with HER2-positive locally advanced or metastatic gastroesophageal adenocarcinoma. These initial results suggest that Ziihera-based combinations may offer a new treatment option in this hard-to-treat cancer setting, pending full data and any future regulatory decisions. Details of the results are provided in a press release attached as an exhibit.
Jazz Pharmaceuticals plc furnished a Current Report on Form 8‑K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1.
The company states the information in Item 2.02 and Exhibit 99.1 is furnished, not filed, and will not be incorporated by reference into other SEC filings. The report was signed by Executive Vice President and CFO Philip L. Johnson on November 5, 2025.
Jazz Pharmaceuticals appointed Dr. Ted Love to its Board of Directors, effective December 1, 2025, as a Class I director with a term expiring at the 2027 annual general meeting. He will serve on the Audit Committee and the Science and Medicine Committee. Compensation will follow the company’s standard non-employee director program, and he will enter into the company’s standard indemnification agreement.
Kenneth W. O’Keefe will retire from the Board effective December 1, 2025. The company stated his decision was not due to any dispute or disagreement regarding its operations, policies, or practices.
Jazz Pharmaceuticals (JAZZ) entered a comprehensive settlement with Avadel resolving all ongoing U.S. litigation between the companies. Jazz will grant Avadel an immediate license to any Jazz patents covering Lumryz for FDA-approved narcolepsy uses, and a second license effective March 1, 2028 for any other future indications.
Financial terms are twofold. Avadel will pay Jazz royalties of 3.85% (subject to a potential reduction to 3.75%) on net sales of Lumryz for narcolepsy uses beginning October 1, 2025. For non‑narcolepsy uses starting March 1, 2028, royalties are 10% (subject to a potential reduction to 9.5%). If Avadel makes unpermitted non‑narcolepsy sales before March 1, 2028, it will owe 80% of such net sales to Jazz from October 1, 2025 through February 29, 2028.
Cash impact and accounting. Jazz will pay a lump‑sum $90 million to settle Avadel’s pending claims and will waive court‑ordered royalties on Lumryz sales through September 30, 2025. Jazz expects to record an approximately $90 million pre‑tax charge in Q3 2025 and plans to use cash on hand. Avadel grants a covenant not to sue Jazz’s Xywav or Xyrem, and Jazz did not agree to waive Orphan Drug Exclusivity for Xywav in idiopathic hypersomnia. The parties will file to dismiss the proceedings.
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.