Every material Form 8-K Jazz Pharmaceuticals filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Jazz Pharmaceuticals announced its third quarter 2026 financial results, highlighting record quarterly revenues of $1.2 billion and raising its full-year 2026 total revenue guidance to a range of $4.775 billion to $4.85 billion. The company reported a GAAP net loss of $483.4 million for the quarter, primarily driven by a $754 million acquired in-process research and development expense related to the Actio Biosciences acquisition. Shareholders saw solid commercial execution, including growth in key product sales like Xywav and the recent launch of Ziihera.
Total revenues reached $1.24 billion in 3Q26, representing a 10% increase year-over-year.
GAAP net loss was $483.4 million in 3Q26, impacted by a $754 million acquired IPR&D charge for the Actio acquisition.
Full-year 2026 total revenue guidance was raised to $4.775 billion to $4.85 billion.
Xywav net product sales grew 12% year-over-year to $483 million in 3Q26.
Jazz Pharmaceuticals estimates a pre-tax charge of approximately $755 million for acquired in-process research and development from its Actio Biosciences acquisition, which closed September 15, 2026, in its third quarter of 2026. The company says the non-deductible charge would reduce both GAAP and non-GAAP adjusted earnings per share by approximately $11.00, and the figures are preliminary and subject to closing procedures.
Pre-tax acquired IPR&D expense of approximately $755 million expected in the quarter ended September 30, 2026
The charge is not tax deductible and is estimated to reduce GAAP and non-GAAP adjusted EPS by approximately $11.00 each
Actio Biosciences, Inc. acquisition was completed on September 15, 2026; quarterly results have not been finalized and may differ
Jazz Pharmaceuticals said its Executive Vice President and Chief Commercial Officer, Samantha Pearce, notified the company on October 6, 2026 that she intends to retire. She will leave when a successor is appointed or by June 30, 2027, whichever comes first. The company plans a formal search that will consider internal and external candidates, so the change in a key commercial leadership role will take effect over time.
Samantha Pearce notified Jazz of her intent to retire on October 6, 2026.
Retirement takes effect on the earlier of her successor's appointment or June 30, 2027.
Jazz plans a formal search that will consider both internal and external candidates.
Jazz Pharmaceuticals' subsidiary Jazz Financing Lux entered into Amendment No. 4 to its credit agreement on September 23, 2026, extending the maturity of the $1.9 billion Tranche B-2 dollar term loan from May 5, 2028 to May 5, 2033 and lowering its interest margin. The filing does not include new earnings, guidance, or changes to operations, so the effect on shareholders depends on the lower borrowing cost and longer repayment schedule.
Maturity extended from May 5, 2028 to May 5, 2033 for the Tranche B-3 dollar term loans
Applicable margin cut 50 basis points to 1.75% for Term SOFR borrowings and 0.75% for prime rate borrowings, with a 0.50% Term SOFR floor
Principal outstanding of $1,895,000,000 before and after the amendment; Jazz Lux also borrowed $273,310,355.18 in additional term loans to repay non-converted loans
Quarterly amortization of 0.25% of initial principal, with the remaining balance due May 5, 2033
On August 31, 2026, Jazz Investments I Limited, a wholly owned subsidiary of Jazz Pharmaceuticals plc, closed a $1.25 billion private offering of 1.875% exchangeable senior notes due September 15, 2032, including the full $150.0 million option. The company also repurchased about $225.0 million of its ordinary shares from note purchasers at $249.29 per share, paid from cash on hand under its July 2024 repurchase program, which reduces the remaining authorization. For shareholders, the filing adds a senior unsecured debt obligation guaranteed by the company and sets an exchange price of about $355.24 per share.
Notes total $1.25 billion in principal, carry a 1.875% interest rate, and mature September 15, 2032; the closing includes the full $150.0 million option.
Estimated net proceeds are approximately $1,226.4 million, which the company expects to use for general corporate purposes.
Initial exchange price is about $355.24 per ordinary share, a premium of about 42.5% over the August 26, 2026 closing price.
About $225.0 million of ordinary shares were repurchased at $249.29 each, the August 26, 2026 closing price, using existing cash on hand.
Jazz subsidiary Jazz Pharmaceuticals, Inc. agreed on August 10, 2026 to acquire Actio Biosciences, Inc. through a merger, with Actio becoming a wholly owned subsidiary. The upfront value starts at an initial $820 million, adjusted for items such as cash, debt and unpaid expenses, and holders may also receive up to $500 million in milestone payments tied to ABS-1230. Completion depends on conditions including HSR antitrust clearance, approval by holders of at least 85% of Actio's shares, and a spin-out of non-ABS-1230 programs.
Initial aggregate upfront value of $820 million, subject to cash, debt, unpaid expense and tax adjustments
Up to $500 million in milestones: $250 million on regulatory approval for KCNT1-Related Epilepsy, $100 million at $500 million annual net sales, and $150 million at $1 billion annual net sales
Closing requires completion of a spin-out of non-ABS-1230 programs into a new company in which Parent takes a minority stake
If the merger has not closed by an End Date five months after signing, either party may terminate; the agreement contains no termination fees
Jazz Pharmaceuticals reported second quarter 2026 total revenues of $1.2 billion, up 16% from a year earlier, and raised its full-year 2026 revenue guidance to $4.60 billion-$4.75 billion from $4.25 billion-$4.50 billion. GAAP diluted earnings were $2.78 per share, compared with a loss of $11.74 per share in the year-earlier quarter, which included a $905.4 million acquired in-process R&D charge. For shareholders, the filing shows higher revenue, a higher revenue outlook and a return to profit on a GAAP basis.
2Q26 total revenues were $1,208.3 million, up from $1,045.7 million in 2Q25; Xywav net product sales rose 13% to $471.2 million.
2026 total revenue guidance was raised to $4,600 million-$4,750 million, from $4,250 million-$4,500 million given May 5, 2026.
2Q26 GAAP diluted EPS was $2.78 and non-GAAP adjusted EPS was $5.71; 2Q26 included $77.0 million of acquired IPR&D expense tied to AbCellera and Werewolf.
Cash, cash equivalents and investments were $2.2 billion at June 30, 2026, after repaying $1.0 billion of 2.00% exchangeable senior notes in June 2026.
Jazz Pharmaceuticals said Class III director Anne O'Riordan told the board on May 25, 2026 that she will not stand for re-election at the 2026 annual meeting of shareholders. The company said her decision was not the result of any dispute or disagreement with the company or the board on its operations, policies or practices, and that the board will continue to evaluate its composition and manage orderly succession.
Anne O'Riordan, a Class III director, informed the board on May 25, 2026 that she will not stand for re-election.
Her term expires at the 2026 annual meeting of shareholders.
The company said the departure was not due to any dispute or disagreement with the company or board.
The filing was signed by Neena Patil, Executive Vice President and Chief Legal Officer, on May 29, 2026.
Jazz reported first-quarter 2026 total revenues of $1,068.9 million, up 19% from $897.8 million a year earlier. GAAP net income was $293.1 million, or $4.43 per diluted share, compared with a net loss of $92.5 million, or $1.52 per share, in the first quarter of 2025, and the result includes a $122.8 million gain on sale of a priority review voucher. The company reaffirmed its full-year 2026 total revenue guidance of $4.25 billion to $4.5 billion.
Total revenues of $1,068.9 million, up 19% from $897.8 million; Xywav net product sales of $408.2 million, up 18%.
GAAP diluted EPS of $4.43 versus a loss of $1.52; non-GAAP adjusted EPS of $6.34 versus $1.68.
Zepzelca net product sales rose 60% to $101.0 million; Epidiolex/Epidyolex sales rose 15% to $249.8 million.
2026 total revenue guidance of $4,250 million to $4,500 million was reaffirmed; weighted-average shares outstanding guidance is now 66 million to 67 million, up from 65 million to 66 million.
Jazz Pharmaceuticals reported full-year 2025 total revenues of $4.3 billion, up 5%, and fourth-quarter revenues of $1.2 billion, up 10%, but its GAAP net result swung to a loss of $356 million for the year after a profit of $560 million in 2024. The company also guided to 2026 total revenues of $4.25 billion to $4.50 billion, which gives shareholders a revenue outlook while the 2025 loss was driven largely by acquired in-process R&D charges.
Full-year 2025 total revenues were $4.27 billion, up from $4.07 billion in 2024; fourth-quarter revenues were $1.20 billion, up 10%.
Full-year 2025 GAAP net loss was $356 million, or $5.84 per diluted share, compared with GAAP net income of $560 million, or $8.65 per diluted share, in 2024.
Acquired in-process R&D expense was $948 million in 2025, including $905 million for Modeyso from the Chimerix acquisition.
2026 guidance calls for total revenues of $4.25 billion to $4.50 billion.
Jazz Pharmaceuticals said in a January 12, 2026 filing that it expects to meet its previously announced total revenue guidance range for the year ended December 31, 2025. The company will present the update at the J.P. Morgan Healthcare Conference on January 13, 2026, and says the 2025 results have not been finalized and actual results may differ.
Expects to meet the 2025 total revenue guidance range provided on November 5, 2025
Presentation slides show Xywav and Epidiolex each with $1B+ in 2025 sales, and Modeyso with nearly $50 million in 2025 revenue
Figures are unaudited; the company states 2025 financial results have not been finalized and actual results may differ
Update to be presented January 13, 2026 at the J.P. Morgan Healthcare Conference in San Francisco
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