Entry into a Material Definitive Agreement. Closing of Exchangeable Senior Notes Offering On August 31, 2026, Jazz Investments I Limited, a Bermuda exempted company limited by shares (the “Issuer”) and a wholly-owned subsidiary of Jazz Pharmaceuticals plc (the “Company”), completed its previously announced private offering of $1.25 billion aggregate principal amount of its 1.875% exchangeable senior notes due 2032 (the “Notes”), which amount includes the exercise in full by the initial purcha…

To the extent that any ordinary shares are issued upon exchange of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with exchange of the Notes and any resulting issuance of ordinary shares. Initially, a maximum of 5,014,125 ordinary shares may be issued upon exchange of the Notes based on the initial maximum exc…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On August 10, 2026, Jazz Pharmaceuticals, Inc. (“ Parent ”), a wholly owned subsidiary of Jazz Pharmaceuticals Public Limited Company (“ Jazz ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Knight Acquisition Corp., a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“ Merger Sub ”), Actio Biosciences, Inc., a Delaware corporation (the “ Company ”), Shareholder Representative Services L…

and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Class III director — Anne O’Riordan: Ms. O'Riordan will not stand for re-election.

and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Results of Operations and Financial Condition. On February 24, 2026, Jazz Pharmaceuticals plc (the “Company”) issued a press release (the “Press Release”) announcing financial results for the Company for the full year and fourth quarter ended December 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this current report. The information in this

Results of Operations and Financial Condition. On January 13, 2026, Jazz Pharmaceuticals plc (the “Company”) will present a corporate overview and financial update at the J.P. Morgan Healthcare Conference in San Francisco, California, which presentation includes (i) the Company’s expectations that it will meet its previously announced total revenue guidance range for the year ended December 31, 2025 and (ii) the Company’s expectations with respect to the revenue for each of Xywav, Epidiolex a…

and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Director — Kenneth W. O’Keefe: The filing reports the routine retirement of a director with a simultaneous appointment of a successor, indicating an orderly board succession rather than a loss of senior executive management.

Other Events. On October 21, 2025, Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals Ireland Ltd., subsidiaries of Jazz Pharmaceuticals plc (collectively, the “Company”) entered into a global settlement agreement (the “Settlement Agreement”) with Avadel CNS Pharmaceuticals LLC and Flamel Ireland Limited, subsidiaries of Avadel Pharmaceuticals plc (collectively, “Avadel”) to settle all claims relating to all disputes between the parties, including the Company’s previously disclosed ongoing p…

and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

CEO — Renee Gala: The filing discloses the planned retirement of the sitting CEO, Bruce Cozadd, and his orderly succession by the internal candidate Renee Gala, who is promoted from President & COO.

and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this

Other Events. On April 21, 2025, the Company completed its previously announced acquisition of Chimerix. The tender offer by Pinetree Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), an indirect wholly owned subsidiary of Jazz, for all of the outstanding shares of common stock, par value $0.001 per share, of Chimerix (the “Shares”) expired at one minute after 11:59 p.m., Eastern Time, on April 17, 2025. Jazz has accepted for payment of $8.55 per Share, in cash, without interest an…

Entry into a Material Definitive Agreement. As Jazz Pharmaceuticals plc (the “Company”) has previously disclosed, a number of complaints, including, from June 2020 to September 2020, several complaints styled as class actions and, from March 2021 to May 2022, several additional complaints, were filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the Company’s actions leading up to, and entering into, patent litigation settlement agreements with generic drug manufa…

Entry into a Material Definitive Agreement. On March 4, 2025, Jazz Pharmaceuticals Public Limited Company (“Jazz”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pinetree Acquisition Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Jazz (“Purchaser”), and Chimerix, Inc., a Delaware corporation (“Chimerix”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Purchaser will commence a tender offer (…

of the Original Filing are incorporated into this Amended Filing by reference without changes, except that all references to Exhibit 2.1 in the Original Filing refer to Exhibit 2.1 filed herewith.

Results of Operations and Financial Condition. On February 25, 2025, Jazz Pharmaceuticals plc (the “Company”) issued a press release (the “Press Release”) announcing financial results for the Company for the full year and fourth quarter ended December 31, 2024. A copy of the Press Release is furnished as Exhibit 99.1 to this current report. The information in this

Results of Operations and Financial Condition. On January 14, 2025, Jazz Pharmaceuticals plc (the “Company”) will present a corporate overview and financial update at the J.P. Morgan Healthcare Conference in San Francisco California, which presentation includes the Company’s expectations that it will meet its previously announced total, neuroscience and oncology revenue guidance ranges for the year ended December 31, 2024. A copy of the presentation is attached hereto as Exhibit 99.1. The inf…

CEO — Bruce Cozadd: The CEO announced a planned retirement contingent on the appointment of a successor, representing an orderly succession rather than a sudden loss of leadership.

Entry into a Material Definitive Agreement. For the purpose of increasing the commitments and extending the maturity date of its initial revolving credit facility, on November 26, 2024, Jazz Financing Lux S.à r.l. (“ Jazz Lux ”), Jazz Pharmaceuticals plc (the “ Company ”) and certain other subsidiaries of the Company, as borrowers or guarantors, entered into an amendment (the “ Amendment ”) to the Credit Agreement, dated May 5, 2021, by and among Jazz Lux, the Company, and certain other subsi…

of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2021, which description is incorporated herein by reference, with the maturity date, interest rate and financial covenants amended as described below. As of November 26, 2024, the Revolving Credit Facility was undrawn. The maturity date of the Revolving Credit Facility was extended from May 5, 2026 to November 26, 2029 (as extended, the “ Original Revolving Facility Maturity Date ”) provid…

and in the Press Release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this