Jazz Pharmaceuticals plc

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

JAZZ$245.43+0.8%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10‑K:

Financial Statements:

See Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10‑K.

Financial Statement Schedules:

The following financial statement schedule of Jazz Pharmaceuticals plc is filed as part of this Annual Report on Form 10‑K on page F-49 and should be read in conjunction with the consolidated financial statements of Jazz Pharmaceuticals plc.

Schedule II: Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable, not required under the instructions, or the requested information is shown in the consolidated financial statements or related notes thereto.

(b) Exhibits—The following exhibits are included herein or incorporated herein by reference:

ExhibitNumber	Description of Document	Form	File No.	Exhibit	Filing Date	Filed Herewith
2.1‡	Agreement and Plan of Merger, dated as of March 4, 2025, by and among Chimerix, Inc, Jazz Pharmaceuticals Public Limited Company, and Pinetree Acquisition Sub, Inc.	8-K	001-33500	2.1	3/5/2025
2.2‡	Transaction Agreement, dated as of February 3, 2021, by and among Jazz Pharmaceuticals UK Holdings Limited, Jazz Pharmaceuticals Public Limited Company and GW Pharmaceuticals PLC	8-K	001-33500	2.1	2/4/2021
2.3#	License and Collaboration Agreement, dated October 18, 2022, between Jazz Pharmaceuticals Ireland Limited and Zymeworks BC Inc.	8-K	001-33500	2.1	12/5/2022
3.1	Amended and Restated Memorandum and Articles of Association of Jazz Pharmaceuticals Public Limited Company, as amended on August 4, 2016	10-Q	001-33500	3.1	8/9/2016
4.1	Description of Share Capital					X
4.2A	Indenture, dated as of August 23, 2017, among Jazz Pharmaceuticals Public Limited Company, Jazz Investments I Limited and U.S. Bank National Association	8-K	001-33500	4.1	8/23/2017

4.2B	Form of 1.50% Exchangeable Senior Note due 2024	8-K	001-33500	4.2	8/23/2017
4.3A	Indenture, dated as of June 11, 2020 among Jazz Pharmaceuticals Public Limited Company, Jazz Investments I Limited and U.S. Bank National Association	8-K	001-33500	4.1	6/11/2020
4.3B	Form of 2.000% Exchangeable Senior Note due 2026	8-K	001-33500	4.2	6/11/2020
4.4A	Indenture, dated as of April 29, 2021, among Jazz Securities Designated Activity Company, the guarantors party thereto, U.S. Bank National Association, as trustee and acknowledged by U.S. Bank National Association, as collateral trustee	8-K	001-33500	4.1	4/29/2021
4.4B	Form of 4.375% Senior Notes due 2029	8-K	001-33500	4.2	4/29/2021
4.5	First Supplemental Indenture, dated as of July 21, 2021, among GW Pharmaceuticals Limited, GW Global Services (International) Limited, GW Pharma Limited, GW Research Limited, GW UK Services Limited and Greenwich Biosciences, Inc., Jazz Securities Designated Activity Company, and U.S. Bank National Association, as trustee under the Indenture, dated as of April 29, 2021	10-Q	001-33500	4.5C	8/3/2021
4.6A	Indenture, dated as of September 6, 2024 among Jazz Pharmaceuticals Public Limited Company, Jazz Investments I Limited and U.S. Bank Trust Company, National Association	8-K	001-33500	4.1	9/6/2024
4.6B	Form of 3.125% Exchangeable Senior Note due 2030	8-K	001-33500	4.2	9/6/2024
10.1A	Credit Agreement, dated as of May 5, 2021, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank National Association, as collateral trustee	8-K	001-33500	10.1	5/5/2021
10.1B	Conforming Changes Amendment, dated as of June 7, 2023, entered into by Bank of America, N.A. as administrative agent to Credit Agreement, dated as of May 5, 2021, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank National Association, as collateral trustee	10-Q	001-33500	10.1	8/9/2023
10.1C	Amendment No. 1, dated as of January 19, 2024, to Credit Agreement dated as of May 5, 2021, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association, as collateral trustee	8-K	001-33500	10.1	1/25/2024
10.1D	Amendment No. 2, dated as of January 19, 2024, to Credit Agreement dated as of May 5, 2021, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association, (as successor in interest to U.S. Bank National Association), as collateral trustee	8-K	001-33500	10.1	7/22/2024
10.1E	Amendment No. 3, dated as of November 26, 2024, to Credit Agreement dated as of May 5, 2021, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers party thereto, the guarantors party thereto, the lenders and issuing banks party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as collateral trustee	8-K	001-33500	10.1	11/26/2024

10.2A#	License and Option Agreement, dated July 27, 2016, by and between Pfenex Inc. and Jazz Pharmaceuticals Ireland Limited	10-Q	001-33500	10.1A	8/6/2025
10.2B#	Amended and Restated License and Option Agreement, dated December 18, 2017, by and between Pfenex Inc. and Jazz Pharmaceuticals Ireland Limited	10-Q	001-33500	10.1B	8/6/2025
10.3#	Settlement Agreement, dated as of April 5, 2017, by and between Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals Ireland Limited, and Roxane Laboratories, Inc., West-Ward Pharmaceuticals Corp., Eurohealth (USA), Inc., and Hikma Pharmaceuticals PLC	10-Q	001-33500	10.1	11/9/2022
10.4†	Supply Agreement, dated as of April 1, 2010, by and between Jazz Pharmaceuticals, Inc. and Siegfried (USA) Inc.	10-Q	001-33500	10.54	5/7/2010
10.5‡	Master Manufacturing Services Agreement, dated as of October 1, 2015, by and between Jazz Pharmaceuticals Ireland Limited and Patheon Pharmaceuticals Inc.	10-K	001-33500	10.8	2/23/2021
10.6‡	Contract Manufacturing Agreement, dated as of January 20, 2020, by and between Jazz Pharmaceuticals Ireland Limited and Siegfried AG	10-K	001-33500	10.10	2/25/2020
10.7#	Pharmacy Master Services Agreement, dated as of December 1, 2022, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc.	10-K	001-33500	10.8	3/1/2023
10.8A‡	Amended and Restated License Agreement, dated as of October 14, 2020, between Pharma Mar, S.A. and Jazz Pharmaceuticals Ireland Limited	10-K	001-33500	10.12	2/23/2021
10.8B‡	Amendment No. 1, dated as of May 6, 2021, to Amended and Restated License Agreement, dated as of October 14, 2020, between Pharma Mar, S.A. and Jazz Pharmaceuticals Ireland Limited	10-Q	001-33500	10.2	8/3/2021
10.9	Lease, dated May 8, 2012, by and between John Ronan and Castle Cove Property Developments Limited and Jazz Pharmaceuticals plc	10-Q	001-33500	10.2	8/7/2012
10.10#	Preliminary Settlement Agreement, dated April 7, 2025, by and between Jazz Pharmaceuticals Ireland Limited and the Class Plaintiffs named therein, individually and on behalf of the Proposed Settlement Class	8-K	001-33500	10.1	4/8/2025
10.11+	Form of Indemnification Agreement between Jazz Pharmaceuticals plc and its officers and directors	8-K	001-33500	10.1	1/18/2012
10.12+	Offer Letter from Jazz Pharmaceuticals, Inc. to Robert Iannone dated as of April 11, 2019	10-Q	001-33500	10.4	8/6/2019
10.13A+	Employment Agreement, dated as of May 16, 2012 by and between Patricia Carr and Jazz Pharmaceuticals plc	10-Q	001-33500	10.1	11/5/2019
10.13B+	Change in Control Severance Terms, dated as of May 15, 2016, by and between Jazz Pharmaceuticals Ireland Ltd. and Patricia Carr	10-Q	001-33500	10.2	11/5/2019
10.13C+	Change in Control Stock Award Acceleration Agreement, dated as of May 15, 2016 by and between Jazz Pharmaceuticals plc and Patricia Carr	10-Q	001-33500	10.3	11/5/2019
10.14+	Offer Letter, dated as of July 5, 2019 by and between Jazz Pharmaceuticals, Inc. and Neena M. Patil	10-Q	001-33500	10.4	11/5/2019
10.15A+	Employment Contract, dated as of December 14, 2019, by and between Jazz Pharmaceuticals UK Limited and Samantha Pearce	10-K	001-33500	10.28A	2/25/2020
10.15B+	Equity Award Letter, dated as of December 9, 2019, by and between Jazz Pharmaceuticals UK Limited and Samantha Pearce	10-K	001-33500	10.28B	2/25/2020

10.15C+	Amendment to Employment Contract, dated as of April 21, 2020, by and between Jazz Pharmaceuticals UK Limited and Samantha Pearce	10-Q	001-33500	10.4	5/5/2020
10.15D+	Offer Letter from Jazz Pharmaceuticals, Inc. to Samantha Pearce	10-Q	001-33500	10.4	8/1/2024
10.16A+	Offer Letter, dated as of February 23, 2020, by and between Jazz Pharmaceuticals, Inc. and Renee Gala	10-Q	001-33500	10.1	5/5/2020
10.16B+	Letter Agreement, dated as of July 30, 2025, by and between Jazz Pharmaceuticals, Inc. and Renee Gala	10-Q	001-33500	10.2	8/6/2025
10.17A+	Offer Letter, dated as of April 4, 2023, by and between Jazz Pharmaceuticals Ireland and Liz Henderson	10-K	001-33500	10.17A	2/28/2024
10.17B+	New Hire Equity Letter, dated as of April 4, 2023, from Jazz Pharmaceuticals to Liz Henderson	10-K	001-33500	10.17B	2/28/2024
10.18A+	Offer Letter, dated as of January 30, 2024, by and between Jazz Pharmaceuticals, Inc. and Philip Johnson	10-Q	001-33500	10.1	5/2/2024
10.18B+	Sign-On Bonus Repayment Agreement, dated as of February 25, 2024, by and between Jazz Pharmaceuticals, Inc. and Philip Johnson.	10-K	001-33500	10.17B	2/26/2025
10.19A+	Amended and Restated 2011 Equity Incentive Plan (approved November 1, 2023)	10-K	001-33500	10.18I	2/28/2024
10.19B+	Form of U.S. Option Grant Notice and Form of U.S. Option Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan	10-Q	001-33500	10.7	11/8/2016
10.19C+	Form of Non-U.S. Option Grant Notice and Non-U.S. Option Agreement under the Jazz Pharmaceuticals plc 2011 Equity Incentive Plan	10-Q	001-33500	10.4	5/7/2019
10.19D+	Form of U.S. Restricted Stock Unit Award Grant Notice and Form of U.S. Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan	10-Q	001-33500	10.8	8/3/2021
10.19E+	Form of Non-U.S. Restricted Stock Unit Award Grant Notice and Form of Non-U.S. Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan	10-Q	001-33500	10.1	11/9/2021
10.19F+	Form of U.S. Performance Restricted Stock Unit Award Grant Notice and Form of U.S. Performance Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan	10-Q	001-33500	10.6	8/3/2021
10.19G+	Form of Non-U.S. Performance Restricted Stock Unit Award Grant Notice and Form of Non-U.S. Performance Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan	10-Q	001-33500	10.7	8/3/2021
10.20A+	Amended and Restated 2007 Non-Employee Directors Stock Award Plan (approved July 30, 2020)	10-Q	001-33500	10.2	5/2/2024
10.20B+	Form of Non-U.S. Option Grant Notice and Non-U.S. Option Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2007 Non-Employee Directors Stock Award Plan	10-Q	001-33500	10.2	11/2/2020
10.20C+	Form of Non-U.S. Restricted Stock Unit Award Grant Notice and Non-U.S. Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2007 Non-Employee Directors Stock Award Plan	10-Q	001-33500	10.3	11/2/2020
10.21A+	Amended and Restated GW Pharmaceuticals plc 2020 Long-Term Incentive Plan.	10-K	001-33500	10.20A	2/28/2024
10.21B+	Form of Restricted Stock Unit Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan	10-Q	001-33500	10.10B	8/3/2021

10.21C+	Form of Replacement Stock Option Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan	10-Q	001-33500	10.10C	8/3/2021
10.21D+	Form of Replacement Restricted Stock Unit Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan	10-Q	001-33500	10.10D	8/3/2021
10.22A+	Amended and Restated 2007 Employee Stock Purchase Plan (approved November 1, 2023)	10-K	001-33500	10.21C	2/28/2024
10.22B+	Jazz Pharmaceuticals plc 2007 Employee Stock Purchase Plan Sub-Plan Governing Purchase Rights to Participants in the Republic of Ireland	10-Q	001-33500	10.14C	5/8/2012
10.23+	Jazz Pharmaceuticals plc Global Cash Bonus Plan (approved November, 2021)	10-K	001-33500	10.34E	3/1/2022
10.24+	Amended and Restated Executive Change in Control and Severance Benefit Plan, dated as of May 3, 2023	10-Q	001-33500	10.2	8/9/2023
10.25+	Jazz Pharmaceuticals plc Executive Committee Severance Benefit Plan	10-Q	001-33500	10.4	5/7/2025
10.24+	Amended and Restated Non-Employee Director Compensation Policy (approved October 23, 2025)	10-Q	001-33500	10.1	11/5/2025
19.1	Jazz Pharmaceuticals plc Insider Trading Policy	10-K	001-33500	19.1	2/26/2025
21.1	Subsidiaries of Jazz Pharmaceuticals plc.					X
23.1	Consent of KPMG, Independent Registered Public Accounting Firm.					X
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.					X
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.					X
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
97.1	Jazz Pharmaceuticals plc Policy for Recoupment of Incentive Compensation	10-K	001-33500	97.1	2/28/2024
101.INS	XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document					X
101.SCH	Inline XBRL Taxonomy Extension Schema Document					X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					X
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document					X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)					X

Indicates management contract or compensatory plan.

† Confidential treatment has been granted for portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

‡ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Portions of this document have been omitted pursuant to Item 601(b)(10) of Regulations S-K because they are both not material and are the type that the company treats as private and confidential.

The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10‑K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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