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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-26 · 653 added, 804 removed, 1282 unchanged (53% of the section changed)

6 unchanged sentences

Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected.

Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our principal executive officer and principal financial officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met.

disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met.

Changes in Internal Control over Financial Reporting.

14 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedules at item 15(a)2 (collectively, ‘the consolidated financial statements’), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules at item 15(a)2 (collectively, the consolidated financial statements), and our report dated February 24, 2026, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

19 unchanged sentences

Insider Trading Arrangements

The following is a summary of the material terms of the contracts, instructions or written plans for the purchase or sale of the Company’s securities adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) and directors during the quarter ended December 31, 2024:

The following is a summary of the material terms of the contracts, instructions or written plans for the purchase or sale of the company’s securities adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors during the quarter ended December 31, 2025:

Type of Trading Arrangement

2 unchanged sentences

Total Ordinary Shares to be Sold

Robert Iannone

December 6, 2024

Termination (1)

March 7, 2025

Robert Iannone

December 6, 2024

December 6, 2025

Executive Vice President, Global Head of Research and Development, Chief Medical Officer

(1) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan initially adopted on March 7, 2024 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Cozadd ( Chairman )

11/26/2025 Adoption

2/26/2027 Up to 72,000

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Certain information required by Part III is omitted from this Annual Report on Form 10‑K and incorporated by reference to our 2025 Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act.

Certain information required by Part III is omitted from this Annual Report on Form 10‑K and incorporated by reference to our 2026 Proxy Statement, to be filed with the SEC pursuant to Regulation 14A of the Exchange Act.

If our 2026 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10‑K, the omitted information will be included in an amendment to this Annual Report on Form 10‑K filed not later than the end of such 120-day period.

Directors, Executive Officers and Corporate Governance

The information required by this item is to be included in our 2025 Proxy Statement as follows and is incorporated by reference:

• The information relating to our directors and nominees for director is to be included in the section entitled “Proposal 1—Election of Directors;”

• The information relating to our executive officers is to be included in the section entitled “Executive Officers;”

• The information relating to our Audit Committee, audit committee financial expert, procedures by which shareholders may recommend nominees to our board of directors and our insider trading policies and procedures is to be included in the section entitled “Corporate Governance and Board Matters;” and

• If required, the information regarding compliance with Section 16(a) of the Exchange Act is to be included in the section entitled “Delinquent Section 16(a) Reports.”

Such information is incorporated herein by reference to our 2025 Proxy Statement, provided that if the 2025 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10‑K, the omitted information will be included in an amendment to this Annual Report on Form 10‑K filed not later than the end of such 120-day period.

Our Code of Conduct applies to all of our employees, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and those of our

subsidiaries.

The information required by this item is to be included in our 2026 Proxy Statement to be filed with the SEC and is incorporated herein by reference, provided that if the 2026 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, the omitted information will be included in an amendment to this Annual Report on Form 10-K filed not later than the end of such 120-day period.

The Code of Conduct is available on our website at www.jazzpharmaceuticals.com under the section entitled “Our Purpose” under “Ethical Standards.” We intend to satisfy the disclosure requirements under Item 5.05 of the SEC Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website at the website address and location specified above.

Executive Compensation

The information required by this item is to be included in our 2025 Proxy Statement under the sections entitled “Executive Compensation,” “Director Compensation,” “Corporate Governance and Board Matters—Compensation Committee Interlocks and Insider Participation” and “Corporate Governance and Board Matters—Compensation Committee Report” and is incorporated herein by reference, provided that if the 2024 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, the omitted information will be included in an amendment to this Annual Report on Form 10-K filed not later than the end of such 120-day period.

The information required by this item will be included in our 2026 Proxy Statement to be filed with the SEC and is incorporated herein by reference, provided that if the 2026 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, the omitted information will be included in an amendment to this Annual Report on Form 10-K filed not later than the end of such 120-day period.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item with respect to equity compensation plans is to be included in our 2025 Proxy Statement under the section entitled “Equity Compensation Plan Information” and the information required by this item with respect to security ownership of certain beneficial owners and management is to be included in our 2025 Proxy Statement under the section entitled “Security Ownership of Certain Beneficial Owners and Management” and in each case is incorporated herein by reference, provided that if the 2025 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, the omitted information will be included in an amendment to this Annual Report on Form 10-K filed not later than the end of such 120-day period.

The information required by this item will be included in our 2026 Proxy Statement to be filed with the SEC and, other than the information required by Item 402(v) of Regulation S-K is incorporated herein by reference, provided that if the 2026 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, the

omitted information will be included in an amendment to this Annual Report on Form 10-K filed not later than the end of such 120-day period.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is to be included in our 2025 Proxy Statement under the sections entitled “Certain Relationships and Related Party Transactions” and “Corporate Governance and Board Matters—Independence of the Board of Directors” and is incorporated herein by reference, provided that if the 2025 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, the omitted information will be included in an amendment to this Annual Report on Form 10-K filed not later than the end of such 120-day period.

Principal Accountant Fees and Services

The information required by this item is to be included in our 2025 Proxy Statement under the section entitled “Proposal 2—On a Non-Binding Advisory Basis, Ratify Appointment of Independent Registered Accounting Firm and, On a Binding Basis, Authorize the Board of Directors, Acting Through the Audit Committee, to Determine the Independent Auditors’ Remuneration” and is incorporated herein by reference, provided that if the 2025 Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, the omitted information will be included in an amendment to this Annual Report on Form 10-K filed not later than the end of such 120-day period.

Exhibits and Financial Statement Schedules

7 unchanged sentences

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

Description of Document

2.1 Agreement and Plan of Merger and Reorganization, dated as of September 19, 2011, by and among Azur Pharma Limited (now Jazz Pharmaceuticals plc), Jaguar Merger Sub Inc., Jazz Pharmaceuticals, Inc.

and Seamus Mulligan, solely in his capacity as the Indemnitors’ Representative (incorporated herein by reference to Exhibit 2.1 in Jazz Pharmaceuticals, Inc.’s Current Report on Form 8-K (File No.

001-33500) filed with the SEC on September 19, 2011).

2.2 Agreement and Plan of Merger, dated as of May 27, 2016, by and among Jazz Pharmaceuticals plc, Plex Merger Sub, Inc., and Celator Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 2.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-33500), as filed with the SEC on May 31, 2016).

2.3‡ 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 (incorporated herein by reference to Exhibit 2.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-33500), as filed with the SEC on February 4, 2021).

Description of Document Form

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.

(incorporated herein by reference to Exhibit 2.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on December 5, 2022).

3.1 Amended and Restated Memorandum and Articles of Association of Jazz Pharmaceuticals plc, as amended on August 4, 2016 (incorporated herein by reference to Exhibit 3.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2016, as filed with the SEC on August 9, 2016).

4.1 Reference is made to Exhibit 3.1.

4.2A Investor Rights Agreement, dated July 7, 2009 by and between Jazz Pharmaceuticals, Inc.

and the other parties named therein (incorporated herein by reference to Exhibit 10.88 in Jazz Pharmaceuticals, Inc.’s Current Report on Form 8-K (File No.

001-33500), as filed with the SEC on July 7, 2009).

4.2B Assignment, Assumption and Amendment Agreement, dated as of January 18, 2012, by and among Jazz Pharmaceuticals, Inc., Jazz Pharmaceuticals plc and the other parties named therein (incorporated herein by reference to Exhibit 4.7B in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2011, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals, Inc.

with the SEC on February 28, 2012).

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

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 (incorporated herein by reference to Exhibit 4.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-33500), as filed with the SEC on August 23, 2017).

4.3B Form of 1.50% Exchangeable Senior Note due 2024 (incorporated herein by reference to Exhibit 4.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-33500), as filed with the SEC on August 23, 2017).

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 (incorporated herein by reference to Exhibit 4.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on June 11, 2020).

4.4B Form of 2.000% Exchangeable Senior Note due 2026 (incorporated herein by reference to Exhibit 4.2 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on June 11, 2020).

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 (incorporated herein by reference to Exhibit 4.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on April 29, 2021).

4.5B Form of 4.375% Senior Notes due 2029 (incorporated herein by reference to Exhibit 4.2 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on April 29, 2021).

4.5C 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 (incorporated herein by reference to Exhibit 4.5C in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

4.5D 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 (incorporated herein by reference to Exhibit 4.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on September 6, 2024 ).

4.5E Form of 3.12 5 % Exchangeable S enior Note due 20 30 (incorporated herein by reference to Exhibit 4.

2 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on September 6, 2024).

4.6 Description of Share Capital.

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 (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on May 5, 2021).

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 (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2023, as filed with the SEC on August 9, 2023).

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, 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.

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

(incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on January 25, 2024).

8-K 001-33500 10.1 1/25/2024

10.1D Amendment No.

2 , dated as of January 19, 2024, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers party thereto, the guarantors party ther e to , the l enders party thereto, Bank of America, N.A., as administrative agent, and U.S.

Bank Trust Company, National Association, (as succ essor in interest to U.S.

Bank National Association), as collateral trustee (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on July 22 , 2024).

10.2 Amendment No.

3, dated as of November 26, 2024, 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.

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 (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-033500), as filed with the SEC on November 26 , 2024).

Bank National Association), as collateral truste e

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 (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2022, as filed with the SEC on November 9, 2022).

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.

(incorporated herein by reference to Exhibit 10.54 in Jazz Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2010, as filed with the SEC on May 6, 2010).

10-Q 001-33500 10.54 5/7/2010

Master Manufacturing Services Agreement, dated as of October 1, 2015, by and between Jazz Pharmaceuticals Ireland Limited and Patheon Pharmaceuticals Inc.

(incorporated herein by reference to Exhibit 10.8 in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2020, as filed with the SEC on February 23, 2021).

Contract Manufacturing Agreement, dated as of January 20, 2020, by and between Jazz Pharmaceuticals Ireland Limited and Siegfried AG (incorporated herein by reference to Exhibit 10.10 in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2019, as filed with the SEC on February 25, 2020).

10-K 001-33500 10.8 2/23/2021

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.

(incorporated herein by reference to Exhibit 10.8# in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2022, as filed with the SEC on March 1, 2023).

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 (incorporated herein by reference to Exhibit 10.12 in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2020, as filed with the SEC on February 23, 2021).

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 (incorporated herein by reference to Exhibit 10.2 in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.9 Lease, dated May 8, 2012, by and between John Ronan and Castle Cove Property Developments Limited and Jazz Pharmaceuticals plc (incorporated herein by reference to Exhibit 10.2 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2012, as filed with the SEC on August 7, 2012).

10.10+ Form of Indemnification Agreement between Jazz Pharmaceuticals plc and its officers and directors (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No.

001-33500), as filed with the SEC on January 18, 2012).

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 (incorporated herein by reference to Exhibit 10.4 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2019, as filed with the SEC on August 6, 2019).

10.12A+ Employment Agreement, dated as of May 16, 2012 by and between Patricia Carr and Jazz Pharmaceuticals plc (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2019, as filed with the SEC on November 5, 2019).

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 (incorporated herein by reference to Exhibit 10.2 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2019, as filed with the SEC on November 5, 2019).

10.12C+ Change in Control Stock Award Acceleration Agreement, dated as of May 15, 2016 by and between Jazz Pharmaceuticals plc and Patricia Carr (incorporated herein by reference to Exhibit 10.3 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2019, as filed with the SEC on November 5, 2019).

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.

Patil (incorporated herein by reference to Exhibit 10.4 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2019, as filed with the SEC on November 5, 2019).

10.14A+ Employment Contract, dated as of December 14, 2019, by and between Jazz Pharmaceuticals UK Limited and Samantha Pearce (incorporated herein by reference to Exhibit 10.28A in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2019, as filed with the SEC on February 25, 2020).

10.14B+ Equity Award Letter, dated as of December 9, 2019, by and between Jazz Pharmaceuticals UK Limited and Samantha Pearce (incorporated herein by reference to Exhibit 10.28B in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2019, as filed with the SEC on February 25, 2020).

10.14C+ Amendment to Employment Contract, dated as of April 21, 2020, by and between Jazz Pharmaceuticals UK Limited and Samantha Pearce (incorporated herein by reference to Exhibit 10.4 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2020, as filed with the SEC on May 5, 2020).

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 (incorporated herein by reference to Exhibit 10.4 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2024 , as filed with the SEC on A ugust 1 , 202 4 ).

10.15+ Offer Letter, dated as of February 23, 2020, by and between Jazz Pharmaceuticals, Inc.

and Renée Galá (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2020, as filed with the SEC on May 5, 2020).

10.16A+ Offer Letter, dated as of April 4, 2023, by and between Jazz Pharmaceuticals Ireland and Liz Henderson (incorporated herein by reference to Exhibit 10.

17A in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 20 23 , as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc.

with the SEC on February 28, 20 24 ) .

10.16B+ New Hire Equity Letter, dated as of April 4, 2023, from Jazz Pharmaceuticals to Liz Henderson (incorporated herein by reference to Exhibit 10.

17 B in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 20 23 , as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc.

with the SEC on February 28, 20 24 ) .

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 Ren e e Gal a

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 Ren e e Gal a

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 (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2024, as filed with the SEC on May 2, 2024).

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.

10.18A+ Jazz Pharmaceuticals plc 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 in Jazz Pharmaceuticals plc’s registration statement on Form S-8 (File No.

333-179075), as filed with the SEC on January 18, 2012).

10.18B+ Jazz Pharmaceuticals plc 2011 Equity Incentive Plan Sub-Plan Governing Awards to Participants in the Republic of Ireland (incorporated herein by reference to Exhibit 10.39B in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2011, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc.

with the SEC on February 28, 2012).

10.18C+ Jazz Pharmaceuticals plc 2011 Equity Incentive Plan - Form of U.S.

Option Grant Notice and Form of U.S.

Option Agreement (approved July 31, 2013) (incorporated herein by reference to Exhibit 10.3 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2013, as filed with the SEC on November 5, 2013).

10.18D+ Jazz Pharmaceuticals plc 2011 Equity Incentive Plan - Form of Non-U.S.

Option Grant Notice and Form of Non-U.S.

Option Agreement (approved July 31, 2013) (incorporated herein by reference to Exhibit 10.5 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2013, as filed with the SEC on November 5, 2013).

10.18E+ Jazz Pharmaceuticals plc 2011 Equity Incentive Plan - Form of Non-U.S.

Option Grant Notice and Form of Non-U.S.

Option Agreement (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2016, as filed with the SEC on May 10, 2016).

10.18F+ Amended and Restated 2011 Equity Incentive Plan (approved August 4, 2016) (incorporated herein by reference to Exhibit 10.8 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2016, as filed with the SEC on August 9, 2016).

10.18G+ Amended and Restated 2011 Equity Incentive Plan (approved November 3, 2016) (incorporated herein by reference to Exhibit 10.2 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2016, as filed with the SEC on November 8, 2016).

10.18H+ Amended and Restated 2011 Equity Incentive Plan (approved November 2, 2022)(incorporated herein by reference to Exhibit 10.26Q+ in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2022, as filed with the SEC on March 1, 2023).

10.18I+ Amended and Restated 2011 Equity Incentive Plan (approved November 1, 2023) (incorporated herein by reference to Exhibit 10.18I in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2023, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc.

with the SEC on February 28, 2024) .

10.18J+ Form of U.S.

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 (incorporated herein by reference to Exhibit 10.7 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2016, as filed with the SEC on November 8, 2016).

10.18K+ 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 (incorporated herein by reference to Exhibit 10.6 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2016, as filed with the SEC on November 8, 2016).

10.18L+ Form of Non-U.S.

Option Grant Notice and Non-U.S.

Option Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2018, as filed with the SEC on August 7, 2018).

10.18M+ Form of Non-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 (incorporated herein by reference to Exhibit 10.4 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2019, as filed with the SEC on May 7, 2019).

10.18N+ 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 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2019, as filed with the SEC on May 7, 2019).

10.18O+ Form of 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 (incorporated herein by reference to Exhibit 10.8 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.18P+ 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 (incorporated herein by reference to Exhibit 10.9 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.18Q+ 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 10.8 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 (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2021, as filed with the SEC on November 9, 2021).

10.18R+ 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 10.1 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 (incorporated herein by reference to Exhibit 10.6 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.18S+ 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 10.6 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 (incorporated herein by reference to Exhibit 10.7 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.19A+ Jazz Pharmaceuticals plc Amended and Restated 2007 Non-Employee Directors Stock Option Plan (incorporated herein by reference to Exhibit 99.4 in Jazz Pharmaceuticals plc’s registration statement on Form S-8 (File No.

333-179075), as filed with the SEC on January 18, 2012).

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 Form of Non-U.S.

Option Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2007 Non-Employee Directors Stock Option Plan (incorporated herein by reference to Exhibit 10.30B in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2012, as filed with the SEC on February 26, 2013).

10.19C+ Jazz Pharmaceuticals plc Amended and Restated 2007 Non-Employee Directors Stock Option Plan - Form of Non-U.S.

Option Grant Notice and Form of Non-U.S.

Option Agreement (approved August 1, 2013) (incorporated herein by reference to Exhibit 10.7 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2013, as filed with the SEC on November 5, 2013).

10.19D+ Amended and Restated 2007 Non-Employee Directors Stock Award Plan (approved August 4, 2016) (incorporated herein by reference to Exhibit 10.9 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2016, as filed with the SEC on August 9, 2016).

10.19E+ Amended and Restated 2007 Non-Employee Directors Stock Award Plan (approved November 3, 2016) (incorporated herein by reference to Exhibit 10.3 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2016, as filed with the SEC on November 8, 2016).

10.19F+ Amended and Restated 2007 Non-Employee Directors Stock Award Plan (approved July 30, 2020) (incorporated herein by reference to Exhibit 10.3 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2020, as filed with the SEC on August 4, 2020).

10.19G+ Amended and Restated 2007 Non-Employee Directors Stock Award Plan (approved July 30, 2020) (incorporated herein by reference to Exhibit 10.

2 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31 , 202 4 , as filed with the SEC on May 2 , 202 4 ).

10.19H+ Form of Non-U.S.

Option Grant Notice and Form of Non-U.S.

Option Agreement under the Jazz Pharmaceuticals plc Amended and Restated Non-Employee Directors 2007 Stock Award Plan (incorporated herein by reference to Exhibit 10.5 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2016, as filed with the SEC on November 8, 2016).

10.19I+ 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 (incorporated herein by reference to Exhibit 10.2 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2018, as filed with the SEC on November 6, 2018).

10.19J+ Form of Non-U.S.

Option Grant Notice and Non-U.S.

001-33500) for the period ended March 31, 2019, as filed with the SEC on May 7, 2019).

10.19K+ Form of Non-U.S.

Option Grant Notice and Non-U.S.

001-33500) for the period ended September 30, 2020, as filed with the SEC on November 2, 2020).

10.19L+ Form of 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 (incorporated herein by reference to Exhibit 10.3 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended September 30, 2020, as filed with the SEC on November 2, 2020).

10.20A+ Amended and Restated GW Pharmaceuticals plc 2020 Long-Term Incentive Plan ((incorporated herein by reference to Exhibit 10.

20A in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2023, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc.

with the SEC on February 28, 2024).

10.20B+ Form of Restricted Stock Unit Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10B in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.20C+ Form of Replacement Stock Option Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10C in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.20D+ Form of Replacement Restricted Stock Unit Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10D in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

10.21A+ Jazz Pharmaceuticals plc 2007 Employee Stock Purchase Plan, as amended and restated (incorporated herein by reference to Exhibit 10.31A in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2012, as filed with the SEC on February 26, 2013).

10.21B+ Amended and Restated 2007 Employee Stock Purchase Plan (approved November 2, 2022).

(incorporated herein by reference to Exhibit 10.30B+ in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2022, as filed with the SEC on March 1, 2023).

10.21C+ Amended and Restated 2007 Employee Stock Purchase Plan (approved November 1, 2023) (incorporated herein by reference to Exhibit 10.21C in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2023, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc.

with the SEC on February 28, 2024).

10.21D+ Jazz Pharmaceuticals plc 2007 Employee Stock Purchase Plan Sub-Plan Governing Purchase Rights to Participants in the Republic of Ireland (incorporated herein by reference to Exhibit 10.14C in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended March 31, 2012, as filed with the SEC on May 8, 2012 ).

10.22A+ Jazz Pharmaceuticals plc Cash Bonus Plan for U.S.

Affiliates (approved October 30, 2019) (incorporated herein by reference to Exhibit 10.34C in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2019, as filed with the SEC on February 25, 2020).

10.22B+ Jazz Pharmaceuticals Cash Bonus Plan (Ireland and Other Specified Affiliates) (Calendar Year 2020) (incorporated herein by reference to Exhibit 10.34D in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2019, as filed with the SEC on February 25, 2020).

10.22C+ Jazz Pharmaceuticals plc Cash Bonus Plan for U.S.

Affiliates (approved October 30, 2020) (incorporated herein by reference to Exhibit 10.33C in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2020, as filed with the SEC on February 23, 2021).

10.22D+ Jazz Pharmaceuticals Cash Bonus Plan (Ireland and Other Specified Affiliates) (Calendar Year 2021) (incorporated herein by reference to Exhibit 10.33D in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2020, as filed with the SEC on February 23, 2021).

10.22E+ Jazz Pharmaceuticals plc Global Cash Bonus Plan (approved November, 2021) (incorporated herein by reference to Exhibit 10.34E+ in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2021, as filed with the SEC on March 1, 2022).

10.23+ Amended and Restated Executive Change in Control and Severance Benefit Plan, dated as of May 3, 2023 (incorporated herein by reference to Exhibit 10.2+ in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2023, as filed with the SEC on August 9, 2023).

10.24+ Amended and Restated Non-Employee Director Compensation Policy (approved May 4, 2023) (incorporated herein by reference to Exhibit 10.3+ in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No.

001-33500) for the period ended June 30, 2023, as filed with the SEC on August 9, 2023).

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.

23.1 Consent of KPMG, Independent Registered Public Accounting Firm.

24.1 Power of Attorney (included on the signature page hereto).

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.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Jazz Pharmaceuticals plc Policy for Recoupment of Incentive Compensation (incorporated herein by reference to Exhibit 97.1 in the Annual Report on Form 10-K (File No.

001-33500) for the period ended December 31, 2023, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc.

with the SEC on February 28, 2024).

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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

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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

___________________

9 unchanged sentences

February 24, 2026 Jazz Pharmaceuticals public limited company

/s/ B RUCE C.

Chairman, Chief Executive Officer and Director

President and Chief Executive Officer and Director

(Principal Executive Officer)

/s/ P HILIP L.

/s/ Philip L.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ P ATRICIA C ARR

/s/ Patricia Carr

Patricia Carr

2 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruce C.

Cozadd, Philip L.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Renee D.

Gala, Philip L.

Johnson, Neena M.

2 unchanged sentences

Signature Title Date

/s/ B RUCE C.

Chairman, Chief Executive Officer and Director

Gala President and Chief Executive Officer and Director

(Principal Executive Officer)

February 24, 2026

/s/ P HILIP L.

Executive Vice President and Chief Financial Officer

/s/ Philip L.

Johnson Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 24, 2026

/s/ P ATRICIA C ARR

Senior Vice President, Chief Accounting Officer

/s/ Patricia Carr Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer)

1 unchanged sentence

Patricia Carr

/s/ J ENNIFER E .

Director February 26, 2025

/s/ P ATRICK G .

Director February 26, 2025

/s/ L AURA H AMILL

Director February 26, 2025

/s/ P ATRICK K ENNEDY

Director February 26, 2025

Cozadd Chairman February 24, 2026

/s/ Jennifer E.

Cook Director February 24, 2026

/s/ Patrick G.

Enright Director February 24, 2026

/s/ Laura Hamill Director February 24, 2026

/s/ Patrick Kennedy Director February 24, 2026

Patrick Kennedy

/s/ H EATHER A NN M CSHARRY

Director February 24, 2026

/s/ Heather Ann McSharry Director February 24, 2026

Heather Ann McSharry

/s/ S EAMUS C.

Director February 26, 2025

/s/ K ENNETH W.

Director February 26, 2025

/s/ A NNE O’ RIORDAN

Director February 26, 2025

/s/ Seamus C.

Mulligan Director February 24, 2026

/s/ Anne O’Riordan Director February 24, 2026

Anne O’Riordan

/s/ N ORBERT G .

R IEDEL, P H.

Director February 26, 2025

/s/ Norbert G.

Riedel, Ph.D.

/s/ M ARK D .

Director February 24, 2026

/s/ R ICK E W INNINGHAM

Riedel, Ph.D.

Director February 24, 2026

/s/ Rick E Winningham Director February 24, 2026

Rick E Winningham

3 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Jazz Pharmaceuticals Plc and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2024 and the related notes and financial statement schedules at item 15(a)2 (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Jazz Pharmaceuticals Plc and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025 and the related notes and financial statement schedules at item 15(a)2 (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

12 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of Epidiolex Medicaid Rebate Accrual

As discussed in Note 2 to the consolidated financial statements, sales made under governmental and managed-care pricing programs and commercial payor contracts in the U.S.

are subject to rebates and requires significant judgment in determining the sales utilization percentage used in calculating the Epidiolex Medicaid rebate accrual.

As discussed in Note 10 to the consolidated financial statements, the Company reported rebates and other sales deductions of $342,717 thousands, which included rebates related to the Epidiolex Medicate rebate program in the U.S..

are subject to rebates and require significant judgment in determining the sales utilization percentage used in calculating the Epidiolex Medicaid rebate accrual.

As discussed in Note 10 to the consolidated financial statements, the Company reported rebates and other sales deductions of $459.8 million, which included rebates related to the Epidiolex Medicaid rebate program in the U.S.

We identified the assessment of the Epidiolex Medicaid rebate accrual as a critical audit matter.

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- We compared the Company’s historical Epidiolex Medicaid rebate accrual amount to the actual claims received to assess the Company’s ability to accurately forecast;

- We assessed the assumption for reasonableness by comparing it against a sales utilization percentage range that was independently developed based on historical utilization rates.

- We assessed the assumption for reasonableness by comparing it against a sales utilization percentage range that we independently developed based on historical utilization rates.

We have served as the Company’s auditor since 2012.

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Acquired in-process research and development 947,862 10,000 19,000

Intangible asset impairment charge — — 133,648

Total operating expenses 4,697,826 3,352,320 3,255,624

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JAZZ PHARMACEUTICALS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

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Foreign currency translation adjustments 380,172 ( 106,025 ) 283,127

Loss on fair value hedging activities reclassified from accumulated other comprehensive loss to foreign exchange gain (loss), net of income tax benefit of $ — , $ — , and $ 43 , respectively

Unrealized gain on cash flow hedging activities, net of income tax expense of $ 65 , $ 1,760 and $ 1,215 , respectively

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Other comprehensive income (loss) 379,069 ( 105,520 ) 283,362

Total comprehensive income (loss) $ 454,600 $ 698,194 $ ( 949,209 )

Total comprehensive income $ 22,921 $ 454,600 $ 698,194

The accompanying notes are an integral part of these consolidated financial statements.

JAZZ PHARMACEUTICALS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY—(Continued)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

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Issuance of ordinary shares in conjunction with vesting of restricted stock units 735 — — — — — — — —

Shares withheld for payment of employee's withholding tax liability — — — — — ( 50,952 ) — — ( 50,952 )

Share-based compensation — — — — — 227,323 — — 227,323

Shares repurchased ( 2,130 ) — — — 1 — — ( 269,762 ) ( 269,761 )

Other comprehensive income — — — — — — 283,362 — 283,362

Net income — — — — — — — 414,832 414,832

Balance at December 31, 2023 62,255 6 4,000 55 473 3,699,954 ( 842,147 ) 878,656 3,736,997

Issuance of ordinary shares in conjunction with exercise of share options 22 — — — — 1,629 — — 1,629

Issuance of ordinary shares under employee stock purchase plan 212 — — — — 19,018 — — 19,018

Issuance of ordinary shares in conjunction with vesting of restricted stock units 892 — — — — — — — —

Issuance of ordinary shares in conjunction with vesting of performance-based restricted stock units 80 — — — — — — — —

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Balance at December 31, 2024 60,631 $ 6 4,000 $ 55 $ 473 $ 3,913,542 $ ( 947,667 ) $ 1,127,347 $ 4,093,756

The accompanying notes are an integral part of these consolidated financial statements.

JAZZ PHARMACEUTICALS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY—(Continued)

(In thousands)

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Balance at December 31, 2024 60,631 $ 6 4,000 $ 55 $ 473 $ 3,913,542 $ ( 947,667 ) $ 1,127,347 $ 4,093,756

Cumulative effect adjustment from adoption of ASU 2020-06 — — — — — ( 333,524 ) — 127,474 ( 206,050 )

Issuance of ordinary shares in conjunction with exercise of share options 668 — — — — 88,470 — — 88,470

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Issuance of ordinary shares in conjunction with vesting of restricted stock units 964 — — — — — — — —

Shares withheld for payment of employee's withholding tax liability — — — — — ( 45,443 ) — — ( 45,443 )

Share-based compensation — — — — — 223,279 — — 223,279

Shares repurchased — — — — — — — ( 54 ) ( 54 )

Other comprehensive loss — — — — — — ( 725,149 ) — ( 725,149 )

Net loss — — — — — — — ( 224,060 ) ( 224,060 )

Balance at December 31, 2022 63,214 6 4,000 55 472 3,477,124 ( 1,125,509 ) 733,586 3,085,734

Issuance of ordinary shares in conjunction with exercise of share options 280 — — — — 30,189 — — 30,189

Issuance of ordinary shares under employee stock purchase plan 156 — — — — 16,270 — — 16,270

Issuance of ordinary shares in conjunction with vesting of restricted stock units 735 — — — — — — — —

Issuance of ordinary shares in conjunction with vesting of performance-based restricted stock units 99 — — — — — — — —

Shares withheld for payment of employee's withholding tax liability — — — — — ( 75,220 ) — — ( 75,220 )

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Other comprehensive income — — — — — — 379,069 — 379,069

Net income — — — — — — — 414,832 414,832

Net loss — — — — — — — ( 356,148 ) ( 356,148 )

Balance at December 31, 2025 61,435 $ 6 4,000 $ 55 $ 473 $ 4,240,472 $ ( 568,598 ) $ 646,176 $ 4,318,584

The accompanying notes are an integral part of these consolidated financial statements.

JAZZ PHARMACEUTICALS PLC

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Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Acquired in-process research and development 947,862 10,000 19,000

Intangible asset amortization 654,661 627,313 608,284

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Depreciation 41,636 32,754 30,412

Provision for losses on accounts receivable and inventory 27,758 11,113 14,537

Non-cash interest expense 32,542 21,973 22,378

Acquired in-process research and development 10,000 19,000 444,148

Provision for losses on accounts receivable and inventory 19,108 27,758 11,113

Deferred tax benefit ( 444,971 ) ( 208,327 ) ( 260,217 )

Impairment of property, plant and equipment — — 61,014

Intangible asset impairment charge — — 133,648

Loss on disposal of a business — — 37,704

Other non-cash transactions 3,103 17,978 11,343

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Inventories ( 86,041 ) ( 45,542 ) ( 13,420 )

Prepaid expenses and other current assets 10,574 ( 126,179 ) 35,788

Operating lease assets 17,111 14,948 14,769

Other non-current assets ( 49,820 ) ( 15,884 ) ( 24,038 )

Prepaid expenses and other assets 29,030 ( 22,135 ) ( 127,115 )

Accounts payable 39,851 ( 20,073 ) 9,603

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Income taxes payable 37,224 ( 14,742 ) 25,220

Deferred revenue — ( 463 ) ( 2,093 )

Operating lease liabilities, less current portion ( 24,741 ) ( 16,965 ) ( 16,422 )

Other non-current liabilities ( 14,531 ) ( 6,171 ) ( 11,396 )

Other liabilities 28,018 ( 39,272 ) ( 23,599 )

Net cash provided by operating activities 1,355,773 1,395,908 1,092,007

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Acquisition of investments ( 1,830,275 ) ( 1,305,125 ) ( 390,100 )

Asset acquisition, net of cash acquired ( 858,053 ) — —

Acquisition of intangible assets ( 108,500 ) — —

Purchases of property, plant and equipment ( 58,752 ) ( 38,070 ) ( 23,962 )

Acquired in-process research and development ( 42,500 ) ( 10,000 ) ( 19,000 )

Proceeds from sale of an asset 28,167 — —

Proceeds from maturity of investments 1,360,000 845,000 270,000

Acquisition of intangible assets — — ( 25,000 )

Proceeds from sale of a business — — 53,000

Net cash used in investing activities ( 1,509,913 ) ( 508,195 ) ( 163,062 )

Financing activities

Net proceeds from issuance of 2030 Notes 980,767 — —

Proceeds from employee equity incentive and purchase plans 20,647 46,459 98,020

Payment of debt modification costs ( 5,716 ) — —

Repayments of long-term debt ( 781,000 ) ( 31,000 ) ( 31,000 )

Payment of employee withholding taxes related to share-based awards ( 57,753 ) ( 50,952 ) ( 45,443 )

Share repurchases ( 125,023 ) ( 311,429 ) ( 269,761 )

Payment of employee withholding taxes related to share-based awards ( 75,220 ) ( 57,753 ) ( 50,952 )

Proceeds from employee equity incentive and purchase plans 107,863 20,647 46,459

Repayment of 2024 Notes — ( 575,000 ) —

Payment of debt modification costs — ( 5,716 ) —

Net proceeds from issuance of 2030 Notes — 980,767 —

Net cash provided by (used in) financing activities ( 873,380 ) 20,516 ( 305,254 )

Effect of exchange rates on cash and cash equivalents 6,555 ( 1,675 ) 1,137

Net increase in cash and cash equivalents 906,554 624,828 290,034

Net increase (decrease) in cash and cash equivalents ( 1,020,965 ) 906,554 624,828

Cash and cash equivalents, at beginning of period 2,412,864 1,506,310 881,482

Cash and cash equivalents, at end of period $ 1,391,899 $ 2,412,864 $ 1,506,310

JAZZ PHARMACEUTICALS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(In thousands)

Year Ended December 31,

2024 2023 2022

Supplemental disclosure of cash flow information:

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Jazz Pharmaceuticals plc is a global biopharmaceutical company whose purpose is to innovate to transform the lives of patients and their families.

We are dedicated to developing life-changing medicines for people with serious diseases - often with limited or no therapeutic options.

We have a diverse portfolio of marketed medicines, including leading therapies for sleep disorders and epilepsy, and a growing portfolio of cancer treatments.

Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics in oncology and neuroscience.

We are dedicated to developing life-changing medicines for people with rare disease - often with limited or no therapeutic options.

We have a diverse portfolio of medicines, including leading therapies addressing epilepsies, cancers and sleep disorders.

Our patient-focused and science-driven approach powers pioneering R&D advancements across our robust pipeline of innovative therapeutics.

Our lead marketed products, listed below, are approved in countries around the world to improve patient care.

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in the EU and Great Britain (where it is marketed as Epidyolex®) and other markets, it is approved for adjunctive treatment of seizures associated with LGS or DS, in conjunction with clobazam (EU and Great Britain only), in patients 2 years of age and older and for adjunctive treatment of seizures associated with TSC in patients 2 years of age and older.

• Ziihera® (zanidatamab-hrii) , a product approved by FDA in November 2024 under FDA’s accelerated approval pathway and launched in the U.S.

in December 2024 for the treatment of adults with previously treated, unresectable or metastatic HER2-positive (IHC3+) BTC, as detected by an FDA-approved test.

In June 2025, the EC granted conditional marketing authorization for Ziihera for the treatment of adults with unresectable locally advanced or metastatic HER2-positive (IHC3+) BTC previously treated with at least one prior line of systemic therapy.

In January 2026, Ziihera obtained conditional approval in Canada for the treatment of adults with previously treated, unresectable locally advanced or metastatic HER2-positive (IHC3+) BTC, as monotherapy.

• Modeyso™ (dordaviprone) , a product approved by FDA in August 2025 under FDA's accelerated approval pathway for the treatment of adult and pediatric patients 1 year of age and older with diffuse midline glioma harboring an H3 K27M mutation with progressive disease following prior therapy.

• Zepzelca® (lurbinectedin) , a product approved by FDA in June 2020 under FDA's accelerated approval pathway and launched in the U.S.

in July 2020 for the treatment of adult patients with metastatic SCLC with disease progression on or after platinum-based chemotherapy;

approved by FDA in October 2025 in combination with atezolizumab or atezolizumab and hyaluronidase-tqjs as a first-line maintenance treatment for adults with extensive-stage SCLC whose disease has not progressed after first-line induction therapy with atezolizumab, carboplatin and etoposide;

and obtained conditional approval in Canada in September 2021 for the treatment of adults with Stage III or metastatic SCLC, who have progressed on or after platinum-containing therapy.

• Rylaze® (asparaginase erwinia chrysanthemi (recombinant)-rywn) , a product approved by FDA in June 2021 and launched in the U.S.

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coli -derived asparaginase.

In September 2023, the European Commission granted marketing authorization under the trade name Enrylaze.

This therapy is also approved in markets including Great Britain, Canada and Switzerland.

• Zepzelca® (lurbinectedin) , a product approved by FDA in June 2020 under FDA's accelerated approval pathway and launched in the U.S.

in July 2020 for the treatment of adult patients with metastatic SCLC with disease progression on or after platinum-based chemotherapy;

in Canada, Zepzelca received conditional approval in September 2021 for the treatment of adults with Stage III or metastatic SCLC, who have progressed on or after platinum-containing therapy.

• Ziihera® (zanidatamab-hrii) , a product approved by FDA in November 2024 under FDA’s accelerated approval pathway and launched in the U.S.

in December 2024 for the treatment of adults with previously treated, unresectable or metastatic HER2-positive (IHC 3+) BTC, as detected by an FDA-approved test.

In September 2023, the EC granted marketing authorization under the trade name Enrylaze ® .

This therapy is also approved in markets including Great Britain, Canada, Switzerland and Australia.

Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” “the Company,” “we,” “us,” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries.

Throughout this report, all references to “ordinary shares” refer to Jazz Pharmaceuticals plc’s ordinary shares.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Summary of Significant Accounting Policies

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Our consolidated financial statements include the results of operations of businesses we have acquired from the date of each acquisition for the applicable reporting periods.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of Estimates

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Adoption of New Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, which requires enhanced disclosures about significant segment expenses.

The amendments are effective retrospectively to all prior periods presented in the financial statements, for fiscal years beginning after December 15, 2023.

The new guidance has not had a material impact on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”, which requires enhanced tax disclosures providing greater disaggregation of information in the Company's effective tax rate reconciliation and disaggregates income taxes paid by jurisdiction.

We adopted ASU 2023-09 for the year ended December 31, 2025 with prospective application and have provided the required tax disclosures in this Annual Report on Form 10-K.

There was no impact on reported income tax (benefit) expense or related tax assets or liabilities.

Significant Risks and Uncertainties

We expect that our business will continue to meaningfully depend on oxybate revenues;

Our financial condition, results of operations and growth prospects are dependent on our ability to maintain or increase sales of our commercialized products, which is subject to many risks and there is no guarantee that we will be able to continue to successfully commercialize those products for their approved indications.

In that regard, we expect that our business will continue to meaningfully depend on oxybate revenues;

however, there is no guarantee that oxybate revenues will remain at current levels.

In this regard, our ability to maintain oxybate revenues and realize the anticipated benefits from our investment in Xywav are subject to a number of risks and uncertainties including, without limitation, those related to the commercialization of Xywav for the treatment of IH in adults and adoption in that indication;

competition from the introduction of two AG versions of high-sodium oxybate and a branded fixed-dose, high-sodium oxybate, Avadel’s Lumryz, for treatment of cataplexy and/or EDS in narcolepsy in the U.S.

market, as well as potential future competition from additional AG versions of high-sodium oxybate and from generic versions of high-sodium oxybate and from other competitors;

Our ability to maintain oxybate revenues and realize the anticipated benefits from our investment in Xywav are subject to a number of risks and uncertainties including, without limitation, those related to the commercialization of Xywav for the treatment of IH in adults and adoption in that indication;

competition from the Hikma AG version of high-sodium oxybate and a branded fixed-dose, high-sodium oxybate, Alkermes’ Lumryz (acquired through its acquisition of Avadel), for treatment of cataplexy and/or EDS in narcolepsy in the U.S.

market, as well as potential future competition from generic versions of high-sodium oxybate, including a generic version of high-sodium oxybate from each of Amneal and Ascent approved in September 2025 and November 2025, respectively, and from other competitors;

increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to maintain adequate coverage and reimbursement for Xywav;

increased rebates required to maintain access to our products;

challenges to our intellectual property around Xywav and/or Xyrem, including from pending antitrust and intellectual property litigation;

and continued acceptance of Xywav and Xyrem by physicians and patients.

challenges to our intellectual property around Xywav and/or Xyrem, including from pending intellectual property litigation;

and continued acceptance of Xywav by physicians and patients.

A significant decline in oxybate revenues could cause us to reduce our operating expenses or seek to raise additional funds and would have a material adverse effect on our business, financial condition, results of operations and growth prospects, including on our ability to acquire, in-license or develop new products to grow our business.

In addition to risks related specifically to Xywav and Xyrem, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, and other risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with:

ongoing clinical research activity and related outcomes;

Our financial condition, results of operations and growth prospects are also dependent on our ability to maintain or increase sales of Epidiolex/Epidyolex in the U.S.

and Europe, which is subject to many risks and there is no guarantee that we will be able to continue to successfully commercialize Epidiolex/Epidyolex for its approved indications.

The commercial success of Epidiolex/Epidyolex depends on the extent to which patients and physicians accept and adopt Epidiolex/Epidyolex as a treatment for seizures associated with LGS, DS and TSC.

Physicians may not prescribe Epidiolex and patients may be unwilling to use Epidiolex/Epidyolex if coverage is not provided or reimbursement is inadequate to cover a significant portion of the cost.

Additionally, any negative development for Epidiolex/Epidyolex in the market, in clinical development for additional indications, or in regulatory processes in other jurisdictions, may adversely impact the commercial results and potential of Epidiolex/Epidyolex.

In addition to risks related specifically to Xywav and Epidiolex/Epidyolex, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, and other risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with:

pharmaceutical product development, ongoing clinical research activity and related outcomes;

obtaining regulatory approval of our late-stage product candidates;

effectively commercializing our approved products such as Epidiolex, Rylaze, Zepzelca and Ziihera;

effectively commercializing our approved products such as Rylaze, Zepzelca, Ziihera and Modeyso;

obtaining and maintaining adequate coverage and reimbursement for our products;

contracting and rebates to pharmacy benefit managers and similar organizations that reduce our net revenue;

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and rebates to PBMs and similar organizations that reduce our net revenue;

increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy;

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identifying, acquiring or in-licensing additional products or product candidates;

our ability to realize the anticipated benefits of acquired or in-licensed products or product candidates, such as Epidiolex and Ziihera, at the expected levels, with the expected costs and within the expected timeframe;

pharmaceutical product development and the inherent uncertainty of clinical success;

our ability to realize the anticipated benefits of acquired or in-licensed products or product candidates, such as Ziihera and Modeyso, at the expected levels, with the expected costs and within the expected timeframe;

the challenges of protecting and enhancing our intellectual property rights;

complying with applicable regulatory requirements;

the impact of new or increased tariffs and escalating trade tensions;

and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations.

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We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives.

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As of December 31, 2025 and 2024, we had foreign exchange forward contracts with notional amounts totaling $ 575.9 million and $ 461.2 million, respectively.

As of December 31, 2024 and 2023, the outstanding foreign exchange forward contracts had a net liability fair value of $ 7.9 million and a net asset fair value of $ 17.4 million, respectively.

As of December 31, 2025 and 2024, the outstanding foreign exchange forward contracts had a net asset fair value of $ 2.5 million and a net liability fair value of $ 7.9 million, respectively.

As of December 31, 2025 and 2024, we had interest rate swap contracts with notional amounts totaling $ 500.0 million.

As of December 31, 2024 and 2023, these outstanding interest rate swap contracts had a net asset fair value of $ 1.0 million and $ 0.4 million, respectively.

As of December 31, 2025 and 2024, these outstanding interest rate swap contracts had a net liability fair value of $ 0.5 million and a net asset fair value of $ 1.0 million, respectively.

The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant.

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A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cash Equivalents and Investments

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For derivatives formally designated as hedges, we assess both at inception and quarterly thereafter, whether the hedging derivatives are highly effective in offsetting changes in either the fair value or cash flows of the hedged item.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Gains or losses on cash flow hedges are reclassified from other comprehensive income (loss) to earnings when the hedged transaction occurs.

If we determine that a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings.

We designate cross-currency interest rate swaps as fair value hedges to hedge foreign currency risks related to our borrowings denominated in currencies other than the U.S.

Fair value hedge amounts included in the assessment of hedge effectiveness are recognized in foreign exchange gain (loss) within the consolidated statements of income (loss), along with the offsetting gains and losses of the related hedged item.

We have elected to exclude the total forward points or currency basis from the assessment of hedge effectiveness and account for them as excluded components.

The initial fair value of the excluded component is amortized to foreign exchange gain (loss) and the difference between changes in fair value of the excluded component and the amount recorded in earnings is recorded in other comprehensive income (loss).

Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current e arnings.

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We capitalize inventory costs associated with our products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized;

otherwise, such costs are expensed as research and development.

otherwise, such costs are expensed as R&D.

The determination to capitalize inventory costs is based on various factors, including status and expectations of the regulatory approval process, any known safety or efficacy concerns, potential labeling restrictions, and any other impediments to obtaining regulatory approval.

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Maintenance and repairs are expensed as incurred.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We determine if an arrangement is a lease at inception.

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Finance lease expense is recognized as depreciation expense of property, plant and equipment and interest expense on finance lease liabilities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We have lease agreements with lease and non-lease components, which are generally accounted for separately.

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Intangible Assets

Intangible assets with finite useful lives consist primarily of purchased developed technology and are amortized on a straight-line basis over their estimated useful lives, which range from seven to sixteen years .

The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant.

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Product sales revenue is recognized when control has transferred to the customer, which occurs at a point in time, which is typically on delivery to the customer or, in the case of products that are subject to consignment agreements, when the customer removes product from our consigned inventory location for shipment directly to a patient.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Reserves for Variable Consideration

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A large portion of the reserve relates to rebates where there is significant judgment, in particular in the determination of the sales utilization percentage used to calculate the Epidiolex Medicaid rebate accrual.

The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the cumulative revenue recognized will not occur in a future period.

We reassess our reserves for variable consideration at each reporting date.

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Research and Development

Research and development expenses consist primarily of costs related to clinical studies and outside services, personnel expenses, and other research and development costs, including milestone payments incurred prior to regulatory approval of products.

R&D expenses consist primarily of costs related to clinical studies and outside services, personnel expenses, and other R&D costs, including milestone payments incurred prior to regulatory approval of products.

Clinical study and outside services costs relate primarily to services performed by clinical research organizations, clinical studies performed at clinical sites, materials and supplies, and other third party fees.

Personnel expenses relate primarily to salaries, benefits and share-based compensation.

Other research and development expenses primarily include overhead allocations consisting of various support and facilities-related costs.

Research and development costs are expensed as incurred.

For product candidates that have not been approved by FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense.

Other R&D expenses primarily include overhead allocations consisting of various support and facilities-related

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

R&D costs are expensed as incurred.

For product candidates that have not been approved by FDA, inventory used in clinical trials is expensed at the time of production and recorded as R&D expense.

For products that have been approved by FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the trial.

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We use the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amount and the tax basis of assets and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

A valuation allowance is provided to reduce deferred tax assets to the amount that is more-likely-than-not to be realized.

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For PRSUs granted prior to 2024, the amount of shares awarded will be subject to adjustment based on the application of a TSR modifier.

For PRSUs granted in 2024, the relative TSR modifier represents one of the performance metrics.

For PRSUs granted in 2025 and 2024, relative TSR represents one of the performance metrics.

The estimated fair value of these PRSUs is based on a Monte Carlo simulation model.

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Cumulative adjustments are recorded on a quarterly basis to reflect subsequent changes to the estimated outcome of the performance criteria until the date results are determined.

Variable Interest Entity

In 2021, we invested in a protected cell as part of our directors’ and officers’ liability risk financing strategy.

Based on our control and the structure of the protected cell, we concluded that Jazz is the primary beneficiary of the protected cell and is required to consolidate the protected cell.

There was no insurance premium payable to the protected cell for the years ended December 31, 2024 and 2023 and it was immaterial for the year ended December 31, 2022.

The protected cell’s assets and liabilities as of December 31, 2024 and 2023 were immaterial .

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”, which requires enhanced income tax disclosures providing greater disaggregation of information in the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Company's effective tax rate reconciliation and disaggregates income taxes paid by jurisdiction.

The amendments are effective on a prospective basis, with the option to apply it retrospectively, for fiscal years beginning after December 15, 2024.

We are currently evaluating the impact of adopting this new accounting guidance.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) - Disaggregation of Income Statement Expenses”, which requires additional disclosure in the notes to the financial statements of the nature of certain expenses included in the income statement.

The amendments are effective on a prospective basis, with the option to apply it retrospectively, for fiscal years beginning after December 15, 2026.

The amendments are effective on a prospective basis, with the option to apply them retrospectively, for fiscal years beginning after December 15, 2026.

We are currently evaluating the impact of adopting this new accounting guidance.

Collaborations and Disposition

In November 2024, the FASB issued ASU 2024-04, “Induced Conversions of Convertible Debt Instruments”, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt.

The amendments are effective on a prospective basis, with the option to apply them retrospectively, for fiscal years beginning after December 15, 2025.

We are currently evaluating the impact of adopting this new accounting guidance.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software”, which modernizes the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach.

ASU 2025-06 is effective for the Company for annual reporting periods beginning with the fiscal year ending December 15, 2027 and for interim reporting periods beginning in that fiscal year.

We are currently evaluating the impact of adopting this new accounting guidance.

Asset Acquisition and License Agreements

Asset Acquisition

In April 2025, we acquired the entire issued share capital of Chimerix at a price of $ 8.55 per share, payable in cash at closing, representing a total cash consideration of $ 944.2 million, funded with our cash and cash equivalents.

As a result of this, Chimerix became an indirect wholly owned subsidiary of the Company.

The Chimerix Acquisition was accounted for as an asset acquisition as it did not meet the definition of a business.

The total consideration paid and the allocation to assets acquired and liabilities assumed was (in thousands):

Consideration

Cash consideration to acquire Chimerix’s outstanding common stock $ 802,023

Cash consideration for Chimerix’s outstanding equity awards 142,131

Total cash consideration paid to Chimerix 944,154

Transaction costs 13,237

Total consideration $ 957,391

Assets Acquired and Liabilities Assumed

Cash $ 99,338

In-process research and development 905,362

Accrued liabilities ( 53,066 )

Other assets and liabilities 5,757

Total net assets acquired $ 957,391

The value attributed to IPR&D related to Modeyso and was expensed as it was determined to have no alternative future use at the time of the acquisition.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

License Agreements

In August 2025, we entered into a global license agreement with Saniona to obtain exclusive worldwide rights to develop SAN2355, now referred to as JZP053, a highly differentiated, subtype-selective Kv7.2/Kv7.3 activator in preclinical development for epilepsy and other potential indications, designed to overcome the limitations of non-selective Kv7-targeting compounds.

Under the terms of the agreement, we made an upfront payment of $ 42.5 million to Saniona, which was recorded as acquired IPR&D expense in our consolidated statements of income (loss) for the year ended December 31, 2025.

Saniona is eligible to receive development, regulatory and commercial milestone payments of up to $ 992.5 million and, if SAN2355 is approved, a tiered, mid-single digit to low-double digit royalty on our net sales of SAN2355.

In February 2024, we entered into a definitive asset purchase agreement with Redx to acquire global rights to a KRAS inhibitor program.

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Autifony is eligible to receive development and commercial milestone payments of up to $ 752.5 million and, if a product is approved, a tiered, mid-single-digit percentage royalty on net sales of that product.

In October 2022, we entered into an exclusive licensing and collaboration agreement with Zymeworks providing us the right to acquire development and commercialization rights to Zymeworks' zanidatamab across all indications in the United States, Europe, Japan and all other territories except for those Asia/Pacific territories previously licensed by Zymeworks.

In December 2022, we exercised the option to continue with the exclusive development and commercialization rights to zanidatamab.

Zanidatamab is a bispecific antibody that can simultaneously bind two non-overlapping epitopes of HER2, known as biparatopic binding.

Under the terms of the agreement, Zymeworks received an upfront payment of $ 50.0 million and, following our decision to continue the collaboration after the readout of the top-line clinical data from HERIZON-BTC-01, a second, one-time payment of $ 325.0 million.

We recorded the $ 375.0 million as acquired IPR&D expense in our consolidated statements of income (loss) for the year ended December 31, 2022.

In November 2024, we announced FDA accelerated approval of Ziihera for the treatment of adults with previously treated, unresectable or metastatic HER2-positive biliary tract cancer, triggering a regulatory milestone payment of $ 25.0 million, which was capitalized as an intangible asset on our consolidated balance sheet.

Zymeworks is also eligible to receive regulatory and commercial milestone payments of up to $ 1.4 billion, for total potential payments of $ 1.8 billion, as well as incremental tiered royalties on future net sales of Ziihera ranging from 10 % to 20 %.

In May 2022, we entered into a licensing agreement with Sumitomo to acquire exclusive development and commercialization rights in the U.S., Europe and other territories for DSP-0187, now referred to as JZP441.

JZP441 is a potent, highly selective oral orexin-2 receptor agonist with potential application for the treatment of narcolepsy, IH and other sleep disorders.

Under the terms of the agreement, we made an upfront payment of $ 50.0 million to Sumitomo, which was recorded as acquired IPR&D expense in our consolidated statements of income (loss) for the year ended December 31, 2022.

Sumitomo is eligible to receive development, regulatory and commercial milestone payments of up to $ 1.09 billion and, if JZP441 is approved, a tiered, low double-digit royalty on Jazz's net sales of JZP441.

In April 2022, we entered into a licensing and collaboration agreement with Werewolf to acquire exclusive global development and commercialization rights to Werewolf's investigational WTX-613, now referred to as JZP898.

JZP898 is a differentiated, conditionally-activated interferon alpha (IFNα) INDUKINE™ molecule.

We made an upfront payment of $ 15.0 million to Werewolf in 2022, which was recorded as acquired IPR&D expense in our consolidated statements of income (loss) for the year ended December 31, 2022, and a milestone payment of $ 5.0 million in September 2023 which was recorded within research and development expense in our consolidated statements of income (loss) for the year ended December 31, 2023.

Werewolf is eligible to receive further development, regulatory and commercial milestone payments of up to $ 1.26 billion and, if JZP898 is approved, a tiered, mid-single-digit percentage royalty on net sales of JZP898.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Sunosi Disposition

In March 2022, we entered into a definitive agreement to divest Sunosi to Axsome.

In May 2022, we completed the U.S.

divestiture and in November 2022, the ex-U.S.

divestiture was completed.

Under the terms of the sale agreement, Axsome received the rights to Sunosi in all of the existing territories available to us.

We received an upfront payment of $ 53.0 million, and have the right to receive a high single-digit royalty on Axsome’s U.S.

net sales of Sunosi in current indications and a mid-single-digit royalty on Axsome’s U.S.

net sales of Sunosi in future indications.

Upon closing, we recognized a loss on disposal of $ 40.8 million within selling, general and administrative expenses in our consolidated statements of income (loss) in the year ended December 31, 2022.

We are accounting for the contingent consideration in the form of the future royalty as it is earned.

We determined that the disposal of Sunosi did not qualify for reporting as a discontinued operation since it did not represent a strategic shift that has or will have a major effect on our operations and financial results.

Cash and Available-for-Sale Securities

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There were no transfers between the different levels of the fair value hierarchy in 2025 or in 2024.

As of December 31, 2024 and 2023, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $ 4.3 million and $ 4.7 million, respectively.

As of December 31, 2025 and 2024, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $ 4.3 million.

The carrying amount, which is recorded within other non-current assets, is based on the latest observable transaction price.

As of December 31, 2025, the estimated fair values of the 2026 Notes, the 2030 Notes, the Secured Notes and the Tranche B-2 Dollar Term Loans were $ 1.2 billion, $ 1.3 billion, $ 1.5 billion and $ 1.9 billion, respectively.

The fair values of each of these debt facilities was estimated using quoted market prices obtained from brokers (Level 2).

As of December 31, 2024, the estimated fair values of the 2026 Notes, the 2030 Notes, the Secured Notes and the Tranche B-2 Dollar Term Loans were $ 1.0 billion, $ 1.1 billion, $ 1.4 billion and $ 2.7 billion, respectively.

The fair values of each of these debt facilities were estimated using quoted market prices obtained from brokers (Level 2).

Derivative Instruments and Hedging Activities

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dollar denominated liabilities, including intercompany balances.

Hedge accounting is not applied to these derivative instruments as gains and losses on these hedge transactions are designed to offset gains and losses on underlying balance sheet exposures.

As of December 31, 2024 and 2023 ,

Hedge accounting is not applied to these derivative instruments as gains and losses on these hedge

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the notional amount of foreign exchange contracts where hedge accounting was not applied was $ 461.2 million and $ 511.7 million, respectively.

transactions are designed to offset gains and losses on underlying balance sheet exposures.

As of December 31, 2025 and 2024 , the notional amount of foreign exchange contracts where hedge accounting was not applied was $ 575.9 million and $ 461.2 million, respectively.

The foreign exchange gain (loss) in our consolidated statements of income (loss) included the following gains (losses) associated with foreign exchange contracts not designated as hedging instruments (in thousands):

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Interest Rate Contracts:

2025 2024 2023

Gain recognized in accumulated other comprehensive loss, net of tax $ 208 $ 5,298 $ 3,658

Gain reclassified from accumulated other comprehensive loss to interest expense, net of tax ( 1,311 ) ( 4,793 ) ( 3,423 )

Assuming no change in the Term SOFR based interest rates from market rates as of December 31, 2024, $ 0.7 million of gains, net of tax, recognized in accumulated other comprehensive loss will be reclassified to earnings over the next 12 months.

In order to hedge our exposure to foreign currency exchange risk associated with our Euro Term Loan, we entered into a cross-currency interest rate swap contract in May 2021, which matured in March 2022, and was de-designated as a fair value hedge.

The terms of this contract converted the principal repayments and interest payments on the Euro Term Loan into U.S.

The carrying amount of the Euro Term Loan and the fair value of the cross-currency interest rate swap contract were remeasured on a monthly basis, with changes in the euro to U.S.

dollar foreign exchange rates recognized within foreign exchange gain (loss) in the consolidated statements of income (loss).

The impact on accumulated other comprehensive loss and earnings from the cross-currency interest rate swap contract was as follows (in thousands):

Year Ended December 31,

Cross-Currency Interest Rate Contract:

Loss reclassified from accumulated other comprehensive loss to foreign exchange loss, net of tax $ 128

Loss recognized in foreign exchange loss 2,646

The cash flow effects of our derivative contracts are included within net cash provided by operating activities in the consolidated statements of cash flows, except for the settlement of notional amounts of the cross-currency swap, which were included in net cash used in financing activities.

Assuming no change in the Term SOFR based interest rates from market rates as of December 31, 2025, $ 0.4 million of losses, net of tax, recognized in accumulated other comprehensive loss will be reclassified to earnings over the next 12 months.

The cash flow effects of our derivative contracts are included within net cash provided by operating activities in the consolidated statements of cash flows.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables summarize the fair value of outstanding derivatives (in thousands):

Classification December 31,

2025 December 31,

Asset Derivatives Liability Derivatives

Balance Sheet Location Fair Value Balance Sheet Location Fair Value

Derivatives designated as hedging instruments:

Interest rate contracts Other current assets $ 959 Accrued liabilities $ —

Other non-current assets 32 Other non-current liabilities —

Interest rate contracts Other current assets $ — $ 959

Other non-current assets — 32

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts Other current assets 2,250 Accrued liabilities 10,198

Total fair value of derivative instruments $ 3,241 $ 10,198

December 31, 2023

Asset Derivatives Liability Derivatives

Balance Sheet Location Fair Value Balance Sheet Location Fair Value

Foreign exchange forward contracts Other current assets 6,259 2,250

Total fair value of derivative asset instruments $ 6,259 $ 3,241

Derivatives designated as hedging instruments:

Interest rate contracts Other current assets $ 3,784 Accrued liabilities $ —

Other non-current assets — Other non-current liabilities 3,410

Interest rate contracts Accrued liabilities $ 465 $ —

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts Other current assets 18,035 Accrued liabilities 681

Total fair value of derivative instruments $ 21,819 $ 4,091

Foreign exchange forward contracts Accrued liabilities 3,760 10,198

Total fair value of derivative liability instruments $ 4,225 $ 10,198

Although we do not offset derivative assets and liabilities within our consolidated balance sheets, our International Swap and Derivatives Association agreements provide for net settlement of transactions that are due to or from the same counterparty upon early termination of the agreement due to an event of default or other termination event.

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Derivative liabilities ( 10,198 ) — ( 10,198 ) 2,910 — ( 7,288 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Inventories consisted of the following (in thousands):

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Total inventories $ 416,962 $ 480,445

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2025 and 2024, inventories included $ 54.1 million and $ 191.2 million, respectively, related to the purchase accounting inventory fair value step-up on inventory acquired as part of our GW Acquisition.

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Land and buildings 72,230 71,902

Leasehold improvements 70,201 67,722

Computer software 63,648 42,635

Leasehold improvements 63,569 70,201

Construction-in-progress 49,635 34,493

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Balance at December 31, 2025 $ 1,829,340

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The gross carrying amounts and net book values of our intangible assets were as follows (in thousands):

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Total finite-lived intangible assets $ 8,210,138 $ ( 3,780,628 ) $ 4,429,510 $ 7,713,412 $ ( 2,957,717 ) $ 4,755,695

The decrease in the gross carrying amount of intangible assets as of December 31, 2024 compared to December 31, 2023 primarily relates to the negative impact of foreign currency translation adjustments due to the weakening of sterling and euro against the U.S.

The increase in the gross carrying amount of intangible assets as of December 31, 2025 compared to December 31, 2024 primarily relates to the positive impact of foreign currency translation adjustments due to the strengthening of sterling against the U.S.

The assumptions and estimates used to determine future cash flows and remaining useful lives of our intangible and other long-lived assets are complex and subjective.

They can be affected by various factors, including external factors, such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Based on finite-lived intangible assets recorded as of December 31, 2025, and assuming the underlying assets will not be impaired and that we will not change the expected lives of any other assets, future amortization expenses were estimated as follows (in thousands):

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Total $ 4,429,510

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accrued Liabilities

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Employee compensation and benefits 215,351 153,133

Accrued royalties 47,075 36,802

Clinical trial accruals 41,967 49,962

Accrued interest 40,667 41,626

Accrued royalties 36,802 30,706

Accrued milestones 27,500 —

Selling and marketing accruals 26,981 14,743

Sales return reserve 26,428 20,435

Consulting and professional services 26,221 19,538

Inventory-related accruals 34,046 25,509

Sales return reserve 26,412 26,428

Accrued development expenses 24,371 23,099

Accrued collaboration expenses 18,005 10,158

Consulting and professional services 22,977 26,221

Selling and marketing accruals 15,405 26,981

Current portion of lease liabilities 14,717 14,779

Derivative instrument liabilities 10,198 681

Accrued construction-in-progress 14,308 10,061

Accrued facilities expenses 6,107 55,455

Derivative instrument liabilities 4,225 10,198

Accrued collaboration expenses 1,117 18,005

Accrued milestones — 27,500

Other 71,695 77,926

Total accrued liabilities $ 1,034,170 $ 910,947

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the carrying amount of our indebtedness (in thousands):

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2030 Notes, net 983,964 980,865

2030 Notes 1,000,000 —

Unamortized - debt issuance costs ( 19,135 ) —

2030 Notes, net 980,865 —

Secured Notes 1,487,445 1,483,841

Term Loan (1)

1,887,945 2,647,681

Total debt 5,358,257 6,108,640

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Total long-term debt $ 4,328,354 $ 6,077,640

(1) Balance as of December 31, 2023 includes the 2024 Notes as they matured in August 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

________________________

(1) In January 2025, we made a voluntary repayment on the Tranche B-2 Dollar Term Loan totaling $ 750.0 million .

(2) Balance as of December 31, 2025 includes the 2026 Notes since they mature in June 2026.

Credit Agreement

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2, with the same material terms (including with respect to maturity, prepayment, security, covenants and events of default) as the previously outstanding Tranche B-1 Dollar Term Loans and the initial Dollar Term Loan incurred on May 5, 2021, with the interest rate amended as described below and the credit spread adjustment removed.

The principal amount of Tranche B-1 Dollar Term Loans outstanding immediately prior to the Repricing Amendment No.

The principal amount of Tranche B-1 Dollar Term Loans outstanding immediately prior to the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Repricing Amendment No.

2 and the outstanding principal amount of Tranche B-2 Dollar Term Loans immediately following the Repricing Amendment No.2, each totaled $ 2.7 billion.

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• if, as of any date from March 16, 2026 to the maturity date of the 2026 Notes (any such date, the “2026 Notes Springing Maturity Date”), (x) any 2026 Notes (or any permitted refinancing indebtedness in respect thereof with a maturity date that is not later than the date that is 91 days after the Amended Revolving Facility Maturity Date) (any such indebtedness, the “2026 Maturity Indebtedness”) remain outstanding and (y) the aggregate amount of unrestricted cash of Jazz Pharmaceuticals plc and its subsidiaries is less than an amount equal to 125 % of the aggregate principal amount of 2026 Maturity Indebtedness outstanding, then the maturity date for the Amended Revolving Credit Facility will be shortened to the 2026 Notes Springing Maturity Date;

• if, as of February 4, 2028, (x) more than $ 500,000,000 of the Tranche B-2 Dollar Term Loans under the Amended Credit Agreement (and any extended term loans, refinancing term loans, refinancing notes and permitted refinancing indebtedness, in each case, in respect thereof) (any such indebtedness, the “Term Loan Indebtedness”) remains outstanding and (y) the maturity date of such Term Loan Indebtedness is not later than the date that is 91 days after

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the Amended Revolving Facility Maturity Date, then the maturity date for the Amended Revolving Credit Facility will be shortened to February 4, 2028;

• if, as of October 16, 2028 (such date, the “Senior Notes Springing Maturity Date”), (x) more than $ 500,000,000 of the Secured Notes (and permitted refinancing indebtedness in respect thereof) (any such indebtedness, the “Senior Note Indebtedness”) remains outstanding and (y) the maturity date with respect to such Senior Note Indebtedness is not later than the date that is 91 days after the Amended Revolving Facility Maturity Date, then the maturity date for the Amended Revolving Credit Facility will be shortened to October 16, 2028.

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We refer to the Borrowers and the Guarantors collectively as the “Loan Parties.”

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Loan Parties’ obligations under the Amended Credit Agreement are secured, subject to customary permitted liens and other exceptions, by a security interest in (a) all tangible and intangible assets of the Loan Parties, except for certain excluded assets, and (b) all of the equity interests of the subsidiaries of the Loan Parties held by the Loan Parties.

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The Amended Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

2029 Senior Secured Notes

2029 Secured Notes

On April 29, 2021, Jazz Securities, a wholly owned subsidiary of Jazz Pharmaceuticals plc, closed the offering of the Secured Notes in a private placement.

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Some or all of the Secured Notes, may be redeemed at any time and from time to time at a specified redemption prices, plus accrued and unpaid interest, if any, to, but excluding, to the redemption date.

In addition, Jazz Securities may redeem all

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

but not part of the Secured Notes at its option at any time in connection with certain tax-related events at a price equal to 100 % of the principal amount of the Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If Jazz undergoes a change of control, Jazz Securities will be required to make an offer to purchase all of the Secured Notes at a purchase price in cash equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to certain exceptions.

In addition, Jazz Securities may redeem all but not part of the Secured Notes at its option at any time in connection with certain tax-related events at a price equal to 100 % of the principal amount of the Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If Jazz Pharmaceuticals plc undergoes a change of control, Jazz Securities will be required to make an offer to purchase all of the Secured Notes at a purchase price in cash equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to certain exceptions.

The indenture governing the Secured Notes contains customary affirmative covenants and negative covenants applicable to Jazz Pharmaceuticals plc and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of junior indebtedness and dividends and other distributions.

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The 2030 Notes mature on September 15, 2030, unless earlier exchanged, redeemed or repurchased.

The holders of the 2030 Notes have the ability to require us to repurchase all or a portion of their 2030 Notes for cash at a fundamental change repurchase price equal to 100 % of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date in the event we undergo a fundamental change (as defined in the indenture related to the 2030 Notes), such as specified change of control transactions, our liquidation or dissolution or the delisting of our ordinary shares from any of The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market (or any of their respective successors).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

dissolution or the delisting of our ordinary shares from any of The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market (or any of their respective successors).

Additionally, the terms and covenants in the indenture related to the 2030 Notes include certain events of default after which the 2030 Notes may be due and payable immediately.

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Prior to June 15, 2030, the 2030 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

As of December 31, 2025, the “if converted value” of the 2030 Notes exceeded the principal amount by $ 110.7 million.

As of December 31, 2024, the “if converted value” did not exceed the principal amount of the 2030 Notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The total liability is reflected net of issuance costs of $ 19.2 million which will be amortized over the term of the 2030 Notes.

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On July 22, 2024, we irrevocably elected to fix the settlement method for exchanges of the 2026 Notes to a combination of cash and ordinary shares of Jazz Pharmaceuticals plc with a specified cash amount per $1,000 principal amount of 2026 Notes exchanged equal to or in excess of $ 1,000 .

As a result, for any 2026 Notes exchanged subsequent to such notice, an exchanging holder will receive (i) up to $ 1,000 in cash per $1,000 principal amount of 2026 Notes exchanged and (ii) cash, ordinary shares, or any combination thereof, at our election, in respect of the remainder, if any, of its exchange obligation in excess of $ 1,000 per $1,000 principal amount of 2026 Notes exchanged.

As a result, for any 2026 Notes exchanged subsequent to such notice, an exchanging holder will receive

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(i) up to $ 1,000 in cash per $1,000 principal amount of 2026 Notes exchanged and (ii) cash, ordinary shares, or any combination thereof, at our election, in respect of the remainder, if any, of its exchange obligation in excess of $ 1,000 per $1,000 principal amount of 2026 Notes exchanged.

The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.

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Prior to March 15, 2026, the 2026 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

As of December 31, 2024 and 2023, the “if converted value” did not exceed the principal amount of the 2026 Notes.

As of December 31, 2025, the “if converted value” of the 2026 Notes exceeded the principal amount by $ 91.1 million.

As of December 31, 2024, the “if converted value” did not exceed the principal amount of the 2026 Notes.

The total liability is reflected net of issuance costs of $ 15.3 million which will be amortized over the term of the 2026 Notes.

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On August 15, 2024, the maturity date for the 2024 Notes, we repaid the $ 575.0 million aggregate principal amount, plus accrued and unpaid interest thereon.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Exchangeable Senior Notes were issued by Jazz Investments I Limited, or the Issuer, a 100 %-owned finance subsidiary of Jazz Pharmaceuticals plc.

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There is no assurance that in the future such restrictions will not be adopted.

For the year ended December 31, 2024, we recognized $ 40.0 million, in interest expense, net, of which $ 35.3 million related to the contractual coupon rate and $ 4.7 million related the amortization of the debt issuance costs on the 2024 Notes and the Exchangeable Senior Notes.

For the years ended December 31, 2023 and 2022, we recognized $ 32.8 million in interest expense, net, of which $ 28.6 million related to the contractual coupon rate and $ 4.2 million related to the amortization of the debt issuance costs.

Scheduled maturities with respect to our long-term debt are as follows (in thousands):

For the year ended December 31, 2025, we recognized $ 57.0 million, in interest expense, net, of which $ 51.3 million related to the contractual coupon rate and $ 5.7 million related to the amortization of the debt issuance costs on the Exchangeable Senior Notes.

For the year ended December 31, 2024, we recognized $ 40.0 million in interest expense, net, of which $ 35.3 million related to the contractual coupon rate and $ 4.7 million related to the amortization of the debt issuance costs on the 2024 Notes and the Exchangeable Senior Notes.

For the year ended December 31, 2023, we recognized $ 32.8 million in interest expense, net, of which $ 28.6 million related to the contractual coupon rate and $ 4.2 million related to the amortization of the debt issuance costs on the 2024 Notes and the 2026 Notes.

Scheduled maturities with respect to our long-term debt principal balances outstanding were as follows (in thousands):

Year Ending December 31, Scheduled Long-Term Debt Maturities

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2030 1,000,000

Thereafter 1,000,000

Total $ 5,410,500

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We have noncancelable leases for our buildings and growing facilities and we are obligated to make payments under noncancelable operating leases for automobiles used by our sales force.

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Finance Lease Cost

Interest on lease liabilities 442 377 429

Amortization of leased asset 490 413 481

Interest on lease liabilities 370 442 377

Net lease cost $ 31,462 $ 30,822 $ 26,601

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Supplemental balance sheet information related to operating and finance leases was as follows (in thousands):

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Finance leases 8.1 % 7.6 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Supplemental cash flow information related to operating and finance leases was as follows (in thousands):

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De-recognition of operating lease liability on lease assignment / termination 2,300 21,297 4,457

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

De-recognition of finance lease asset on lease assignment / termination 903 — —

De-recognition of finance lease liability on lease assignment / termination 1,023 — —

Maturities of operating and finance lease liabilities were as follows (in thousands):

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Present value of lease liabilities $ 65,170 $ 3,879

On October 11, 2024, we entered into a new lease agreement for premises located at 3000 El Camino Real, Palo Alto, California, with occupancy expected by July 1, 2025.

The lease will be recognized on the lease commencement date with the lease ending in 2035.

Commitments and Contingencies

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As of December 31, 2025, we had $ 69.5 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Legal Proceedings

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Xyrem Antitrust Litigation

From June 2020 to May 2022, a number of lawsuits were filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the patent litigation settlement agreements we entered with generic drug manufacturers who had filed ANDAs violate state and federal antitrust and consumer protection laws, as follows:

On June 17, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by BCBS against the Company Defendants.

The BCBS Lawsuit also the BCBS Defendants.

On June 18 and June 23, 2020, respectively, two additional class action lawsuits were filed against the Company Defendants and the BCBS Defendants:

one by the New York State Teamsters Council Health and Hospital Fund in the United States District Court for the Northern District of California, and another by the Government Employees Health Association Inc.

in the United States District Court for the Northern District of Illinois.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On June 18, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of California by the City of Providence, Rhode Island, on behalf of itself and all others similarly situated, against the City of Providence Defendants.

On June 30, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by UFCW Local 1500 Welfare Fund on behalf of itself and all others similarly situated, against UFCW Defendants.

On July 13, 2020, the plaintiffs in the BCBS Lawsuit and the GEHA Lawsuit dismissed their complaints in the United States District Court for the Northern District of Illinois and refiled their respective lawsuits in the United States District Court for the Northern District of California.

On July 14, 2020, the plaintiffs in the UFCW Lawsuit dismissed their complaint in the United States District Court for the Northern District of Illinois and on July 15, 2020, refiled their lawsuit in the United States District Court for the Northern District of California.

On July 31, 2020, a class action lawsuit was filed in the United States District Court for the Southern District of New York by the A.F.

Building Trades Welfare Plan on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc.

The AFL Plan Lawsuit also names Roxane Laboratories Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc.

On August 14, 2020, an additional class action lawsuit was filed in the United States District Court for the Southern District of New York by the Self-Insured Schools of California on behalf of itself and all others similarly situated, against the Company Defendants, as well as Hikma Pharmaceuticals plc, Eurohealth (USA) Inc., Hikma Pharmaceuticals USA, Inc., West-Ward Pharmaceuticals Corp., Roxane Laboratories, Inc., Amneal Pharmaceuticals LLC, Endo International, plc, Endo Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., Lupin Inc., Sun Pharmaceutical Industries Ltd., Sun Pharmaceutical Holdings USA, Inc., Sun Pharmaceutical Industries, Inc., Ranbaxy Laboratories Ltd., Teva Pharmaceutical Industries Ltd., Watson Laboratories, Inc., Wockhardt Ltd., Morton Grove Pharmaceuticals, Inc., Wockhardt USA LLC, Mallinckrodt plc, and Mallinckrodt LLC.

On September 16, 2020, an additional class action lawsuit was filed in the United States District Court for the Northern District of California, by Ruth Hollman on behalf of herself and all others similarly situated, against the same defendants named in the Self-Insured Schools Lawsuit.

In December 2020, the above cases were centralized and transferred to the United States District Court for the Northern District of California, where the multidistrict litigation will proceed for the purpose of discovery and pre-trial proceedings.

On March 18, 2021, United Healthcare Services, Inc.

filed a lawsuit in the United States District Court for the District of Minnesota against the Company Defendants, Hikma Pharmaceuticals plc, Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA) Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., and Lupin Pharmaceuticals, Inc., raising similar allegations.

On March 24, 2021, the U.S.

Judicial Panel on Multidistrict Litigation conditionally transferred the UHS Lawsuit to the United States District Court for the Northern District of California, where it was consolidated for discovery and pre-trial proceedings with the other cases.

On August 13, 2021, the United States District Court for the Northern District of California granted in part and denied in part the Company Defendants' motion to dismiss the complaints in the cases referenced above.

On October 8, 2021, Humana Inc.

filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations.

On October 8, 2021, Molina Healthcare Inc.

On February 17, 2022, Health Care Service Corporation filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations.

On April 19, 2023, the Court held a hearing on class certification in the consolidated multi-district litigation referenced above.

On May 12, 2023, the Court granted the plaintiffs’ motion and preliminarily certified classes of Xyrem purchasers seeking monetary and injunctive relief.

The Court excluded Xywav purchasers from the classes.

On April 26, 2024, we,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Hikma, and the plaintiffs filed motions for summary judgment.

The Court held oral argument on these motions on July 19, 2024.

On August 26, 2024, the Court issued a decision granting in part and denying in part the parties’ motions for summary judgment.

Certain administrative service organization plaintiffs filed a motion for reconsideration of a portion of the Court’s summary judgment ruling.

On December 16, 2024, the Court denied the motion for reconsideration.

On January 15, 2025, Aetna, Inc., which is not a party to the consolidated multi-district litigation, filed a notice of appeal of the order denying reconsideration.

On June 13, 2024, we filed a motion to decertify the class.

On June 28, 2024, the plaintiffs filed a motion to amend the definition of the certified class.

The Court held oral argument on these motions on August 22, 2024.

On October 18, 2024, the Court issued a decision denying our motion to decertify the class and granting the plaintiffs’ motion to amend the class definition.

On November 1, 2024, we filed a petition with the United States Court of Appeals for the Ninth Circuit seeking leave to appeal the Court’s decision amending the class definition.

On January 29, 2025, the Ninth Circuit denied our petition for permission to appeal.

Trial in this matter has been rescheduled for May 19, 2025.

On January 13, 2023, Amneal Pharmaceuticals LLC, Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, notified the Court that they had reached a settlement-in-principle with the class action plaintiffs.

On April 19, 2023, the Court held a hearing on a motion for preliminary approval of this proposed settlement.

On May 12, 2023, the Court granted the motion for preliminary approval of the proposed settlement.

On January 11, 2024, the Court held a hearing on the motion for final approval of the proposed settlement.

The Court deferred ruling and scheduled a further hearing for final approval of the proposed settlement on April 17, 2024.

During February and March 2024, the parties notified the Court of settlements between certain non-class action plaintiffs and each of Amneal and Lupin, and the Court dismissed those plaintiffs’ claims against the applicable parties.

On April 17, 2024, the Court issued an order granting the motion for final approval of the settlement between the class action plaintiffs, Amneal, and Lupin.

On December 11, 2023, Blue Cross and Blue Shield of Florida, Inc.

and Health Options, Inc.

filed a lawsuit in the United States District Court for the Middle District of Florida against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., and Eurohealth (USA), Inc., raising similar allegations.

On January 23 , 2024, the Blue Cross Florida case was transferred to the United States District Court for the Northern District of California and consolidated with the above referenced multidistrict litigation for pretrial purposes.

On May 9, 2022, Aetna, filed a lawsuit in the Superior Court of California for the County of Alameda against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations.

On December 27, 2022, the Court granted in part and denied in part our motion to dismiss Aetna’s complaint.

As a result of that ruling, the generic defendants have been dismissed from the case, and certain of Aetna’s claims against Jazz have been dismissed.

On January 27, 2023, Aetna filed an amended complaint against Jazz.

On March 22, 2023, we filed motions to dismiss and to strike portions of the amended complaint.

On June 26, 2023, the Court granted our motions, and granted Aetna leave to further amend its complaint.

On November 17, 2023, Aetna filed its second amended complaint.

On February 2 , 2024, we filed our answer to the second amended complaint and Hikma filed a motion to quash service.

The Court scheduled a hearing on Hikma’s motion for December 4, 2024.

The Court has not set a further schedule in this case.

The plaintiffs in certain of these lawsuits are seeking to represent a class of direct purchasers of Xyrem, and the plaintiffs in the remaining lawsuits are seeking to represent a class of indirect purchasers of Xyrem.

Each of the lawsuits generally alleges violations of U.S.

federal and state antitrust, consumer protection, and unfair competition laws in connection with the Company Defendants’ conduct related to Xyrem, including actions leading up to, and entering into, patent litigation settlement agreements with each of the other named defendants.

Each of the lawsuits seeks monetary damages, exemplary damages, equitable relief against the alleged unlawful conduct, including disgorgement of profits and restitution, and injunctive relief.

It is possible that additional lawsuits will be filed against the Company Defendants making similar or related allegations.

If the plaintiffs were to be successful in their claims, they may be entitled to injunctive relief or we may be required to pay significant monetary damages, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

From June 2020 to May 2022, the Xyrem Antitrust Litigation was filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the patent litigation settlement agreements we entered with generic drug manufacturers who had filed ANDAs violate state and federal antitrust and consumer protection laws.

The Xyrem Antitrust Litigation was consolidated for multi-district litigation in the U.S.

District Court for the Northern District of California, as previously disclosed in the notes to our consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024, and the notes to our unaudited condensed consolidated financial statements for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively.

As of October 2025, we resolved the entirety of the Xyrem Antitrust Litigation, as described further below.

On April 7, 2025, Jazz Ireland, our wholly-owned subsidiary, entered into a class settlement agreement with the class of indirect Xyrem purchasers to settle all claims of participating class members against the Company with respect to our actions leading up to, and entering into, patent litigation settlement agreements with the ANDA filers.

Pursuant to the class settlement agreement, which was entered into with counsel representing the class representatives, we agreed to pay a total of $ 145.0 million in a lump sum.

The class settlement agreement, in which we deny all alleged wrongdoing, also includes specified releases by our class members and our past, present and future affiliates, directors, officers, employees and other related parties, for all conduct concerning any of the matters alleged, or that could have been alleged, in the lawsuit.

District Court for the Northern District of California held a preliminary approval hearing regarding the class settlement agreement on May 15, 2025, and granted the motion for preliminary approval on May 16, 2025.

District Court for the Northern District of California held a final approval hearing regarding the class settlement on October 23, 2025 and approved the class settlement agreement on October 27, 2025.

On May 20, 2025, Jazz Ireland entered into a settlement agreement with United Healthcare to settle all of United Healthcare’s claims against us with respect to our actions leading up to, and entering into, patent litigation settlement agreements with the ANDA filers.

Pursuant to that settlement agreement, on June 23, 2025, United Healthcare filed a motion for voluntary dismissal with prejudice of its claims against us.

District Court for the Northern District of California granted United Healthcare’s motion on July 16, 2025.

The terms of the settlement between Jazz Ireland and United Healthcare are confidential.

On August 29, 2025, Jazz Ireland entered into a settlement agreement with the Federal Opt-Out Plaintiffs and Aetna to settle all of the Federal Opt-Out Plaintiffs’ and Aetna's claims against us with respect to our actions leading up to, and entering into, patent litigation settlement agreements with the ANDA filers.

Pursuant to the settlement agreement, on September 29, 2025, Aetna filed a Request for Dismissal with prejudice of its claims against us.

On September 30, 2025, the U.S.

District Court for the Northern District of California dismissed Aetna’s claims.

On September 30, 2025, the Federal Opt-Out Plaintiffs filed a motion for voluntary dismissal with prejudice of their claims against us.

District Court for the Northern District of California granted the Federal Opt-Out Plaintiffs’ motion on September 30, 2025.

On October 7, 2025, we, Hikma, and Aetna filed a stipulation for voluntary dismissal of Aetna’s pending appeal to the United States Court of Appeals for the Ninth Circuit.

On October 10, 2025, the United States Court of Appeals for the Ninth Circuit dismissed Aetna’s appeal.

The terms of the settlement agreement between Jazz Ireland and the Federal Opt-Out Plaintiffs and Aetna are confidential.

During the year ended December 31, 2025, we recognized expenses of $ 233.5 million, within selling, general and administrative expenses in our consolidated statements of income (loss) for charges related to the resolution of the Xyrem Antitrust Litigation, including the class settlement.

Patent Infringement Litigation

Avadel Litigation

On May 13, 2021, we filed a patent infringement suit against Avadel, and several of its corporate affiliates in the United States District Court for the District of Delaware.

The suit alleges that Avadel’s Lumryz will infringe five of our patents related to controlled release formulations of oxybate and the safe and effective distribution of oxybate.

The suit seeks an injunction to prevent Avadel from launching a product that would infringe these patents, and an award of monetary damages if Avadel does launch an infringing product.

Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

or not enforceable, and that its product will not infringe our patents.

Avadel filed a motion for partial judgment on the pleadings on its counterclaim that one of our patents should be delisted from the Orange Book.

On November 18, 2022, the Court issued an order that we delist the patent from the Orange Book.

On November 22, 2022, we filed a notice of appeal to the United States Court of Appeals for the Federal Circuit.

The Federal Circuit temporarily stayed the District Court’s delisting order.

On February 24, 2023, the Federal Circuit affirmed the District Court’s delisting order, lifted the temporary stay, and gave Jazz 14 days to request that FDA delist the patent from the Orange Book.

Jazz complied with the Federal Circuit’s order and requested delisting on February 28, 2023.

On March 3, 2023, we and Avadel stipulated to the dismissal without prejudice of the claims and counterclaims related to infringement and validity of the delisted patent in both this suit and a later-filed suit described below related to the same patent.

On August 4, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware.

The second suit alleges that Avadel’s Lumryz will infringe a newly-issued patent related to sustained-release formulations of oxybate.

The suit seeks an injunction to prevent Avadel from launching a product that would infringe this patent, and an award of monetary damages if Avadel does launch an infringing product.

Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product will not infringe our patents.

On November 10, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware.

The third suit alleges that Avadel’s Lumryz will infringe a newly-issued patent related to sustained-release formulations of oxybate.

The suit seeks an injunction to prevent Avadel from launching a product that would infringe this patent, and an award of monetary damages if Avadel does launch an infringing product.

Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product will not infringe our patents.

On April 14, 2022, Avadel sued us in the United States District Court for the District of Delaware.

Avadel’s suit alleges that we misappropriated trade secrets related to Avadel’s once-nightly sodium oxybate development program and breached certain contracts between the parties.

Avadel seeks monetary damages, an injunction preventing us from using Avadel’s confidential information, and an order directing the United States Patent and Trademark Office to modify the inventorship of one of our oxybate patents.

On July 8, 2022, we filed a motion for judgment on the pleadings, which the Court denied on July 18, 2023.

The denial is not a ruling that Jazz misappropriated Avadel‘s trade secrets or breached any contract.

The case will go forward in discovery and the Court instructed the parties to submit a proposed scheduling order.

On June 7, 2022, we received notice from Avadel that it had filed a "paragraph IV certification" regarding one patent listed in the Orange Book for Xyrem.

A paragraph IV certification is a certification by a generic applicant that alleges that patents covering the branded product are invalid, unenforceable, and/or will not be infringed by the manufacture, use or sale of the generic product.

On July 15, 2022, we filed an additional lawsuit against Avadel asserting infringement of that patent.

The suit alleges that the filing of Avadel’s application for approval of FT218 is an act of infringement, and that Avadel’s product would infringe the patent if launched.

The suit seeks an injunction to prevent Avadel from launching a product that would infringe the patent, and an award of damages if Avadel does launch an infringing product.

Avadel filed an answer to the complaint and counterclaims asserting that the patent is invalid, that its product would not infringe, and that by listing the patent in the Orange Book, we engaged in unlawful monopolization in violation of the Sherman Act.

On December 9, 2022, we filed a motion to dismiss Avadel’s counterclaims.

On June 29, 2023, we filed a motion seeking leave to supplement our motion to dismiss, as well as a motion to stay discovery pending resolution of the motion to dismiss.

As noted above, on March 3, 2023, we and Avadel stipulated to the dismissal without prejudice of the claims and counterclaims related to infringement and validity of the delisted patent.

On November 1, 2023, the Court held a claim construction hearing relating to disputed terms in the asserted patents.

On December 15, 2023, the Court issued a written opinion and order resolving the parties’ remaining claim construction disputes.

On November 20, 2023, we and Avadel each filed motions for summary judgment.

On February 14, 2024, the Court issued a written opinion and order denying both parties’ motions for summary judgment.

Trial regarding our patent infringement claims against Avadel began on February 26, 2024, and concluded on March 4, 2024, with the jury finding both of our asserted patents valid, and awarding us damages for infringement for Avadel’s past sales of Lumryz.

On April 12, 2024, we filed a motion for a permanent injunction and ongoing royalties.

On August 27, 2024, the Court granted our motion for an injunction in part, and requested additional briefing about ongoing royalties.

The issued injunction prevents Avadel from seeking FDA approval or marketing Lumryz for the treatment of idiopathic hypersomnia or other indications not already a part of Lumryz’s product labeling as of March 4, 2024, and enjoins Avadel from infringing in any way Claim 24 of our ’782 patent by making, using or selling Lumryz through and including the February 2036 expiration date of the ’782 patent, subject to certain exclusions including, among other things (i) for the treatment of narcolepsy, (ii) for the treatment of patients who have been prescribed Lumryz as of the effective date of the

As previously disclosed in the notes to our consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, and the notes to our unaudited condensed consolidated financial statements for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively, we were a party to certain legal proceedings against Avadel, which as of February 2026, is a subsidiary of Alkermes.

From May 2021 to July 2022, we filed a number of patent infringement suits against Avadel, and several of its

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

injunction conditioned on the payment of an amount to be determined and (iii) in clinical trials and studies ongoing as of the effective date of the injunction.

The Court also granted our motion for an ongoing royalty for any future sale of Lumryz to patients with narcolepsy at a rate to be determined based upon further briefing by the parties on the appropriate ongoing rate above 3.5 %.

Avadel is appealing this injunction to the United States Court of Appeals for the Federal Circuit.

The Federal Circuit held oral argument on this appeal on February 7, 2025, but has not yet issued a decision.

Avadel filed a motion with the district court for a stay of the injunction pending appeal, which the district court denied.

Avadel also filed a motion to stay the injunction pending appeal with the Federal Circuit, which the Federal Circuit granted to the limited extent that the injunction enjoins initiating new clinical trials or studies and denied in all other respects.

The Court scheduled a trial regarding Avadel’s counterclaims for unlawful monopolization for November 3, 2025 and a trial regarding Avadel’s trade secret misappropriation claims for December 15, 2025.

On March 13, 2024 and March 19, 2024, we filed motions to stay Avadel’s unlawful monopolization counterclaim and trade secret claims, respectively, pending resolution of post-trial motions and potential appeals in the patent infringement suit.

On May 24, 2024, the Court denied the motion to stay the unlawful monopolization counterclaim and the previously-filed motion to dismiss the same.

On June 7, 2024, we filed a motion for reargument or, in the alternative, to certify the decision for interlocutory appeal.

That motion remains pending and no hearing date has been set.

The Court stayed Avadel’s trade secret misappropriation claims pending appeal of the injunction in the related patent matter.

We filed a further motion to stay the unlawful monopolization counterclaims, which remains pending.

On July 21, 2022, Avadel filed a lawsuit against FDA in the United States District Court for the District of Columbia, challenging FDA’s determination that Avadel was required to file a paragraph IV certification regarding one of our Orange Book listed patents.

Avadel filed a motion for preliminary injunction or, in the alternative, summary judgment, seeking relief including a declaration that FDA’s decision requiring patent certification was unlawful, an order setting aside that decision, an injunction prohibiting FDA from requiring such certification as a precondition to approval of its application for FT218, and an order requiring FDA to take final action on Avadel’s application for approval of FT218 within 14 days of the Court’s ruling.

On July 27, 2022, we filed a motion to intervene in that case, which the Court granted.

The Court held a hearing on the parties’ respective motions for summary judgment on October 7, 2022.

On November 3, 2022, the Court granted our and FDA’s motions for summary judgment and denied Avadel’s motion.

From December 2024 through February 2025, Avadel filed a series of patent infringement suits against us in the United States District Court for the District of Delaware.

The suits allege that Jazz’s sales of Xywav infringe on certain newly-issued Avadel patents, and Avadel seeks an award of monetary damages.

We have not yet responded to these lawsuits.

corporate affiliates in the United States District Court for the District of Delaware, alleging that Avadel’s Lumryz infringes a number of our patents.

In response, Avadel filed a series of counterclaims, including counterclaims asserting that we engaged in unlawful monopolization in violation of the Sherman Antitrust Act, and in April 2022, Avadel sued us in the U.S.

District Court for the District of Delaware alleging that we misappropriated trade secrets and breached certain contracts between the parties.

Additionally, from December 2024 through April 2025, Avadel filed a series of patent infringement suits against us in the U.S.

District Court for the District of Delaware, alleging that our sales of Xywav infringe on certain newly-issued Avadel patents.

On October 21, 2025, we entered into a global 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 patent infringement litigation against Avadel in the U.S.

District Court for the District of Delaware and Avadel’s counterclaims alleging anticompetitive conduct by us and other alleged conduct related to Avadel trade secrets and contracts between the parties, as well as Avadel’s ongoing patent infringement litigation in the U.S.

District Court for the District of Delaware against us.

Pursuant to the settlement agreement, we agreed to (a) grant a license to Avadel, effective immediately to any past, present, or future patents that could be asserted by us against Avadel’s Lumryz product for use in Narcolepsy Indications, and (b) grant a license to Avadel effective March 1, 2028 to any past, present, or future patents that could be asserted by us against Avadel’s Lumryz products for use in Non-Narcolepsy Indications, including all present and future indications, strengths, conditions of use, dosages, doses, dosage forms, and presentations.

Pursuant to the settlement agreement, Avadel has agreed to pay royalties to us of 3.85 % (subject to a potential reduction to 3.75 %) on net sales of its Lumryz product for Narcolepsy Indications commencing October 1, 2025, and beginning March 1, 2028, to pay royalties to us of 10 % (subject to a potential reduction to 9.5 %) on net sales of its Lumryz product for Non-Narcolepsy Indications.

Avadel has also agreed not to market, offer for sale, take orders for, distribute, promote, or provide patient support services with respect to Avadel Licensed Products for Non-Narcolepsy Indications before March 1, 2028, and to pay royalties to us of 80 % of such unpermitted net sales of its Lumryz product for Non-Narcolepsy Indications from October 1, 2025 through February 29, 2028.

Pursuant to the settlement agreement, Avadel grants us a covenant not to sue for infringement of any past, present or future patents that could be asserted against the Xywav or Xyrem products, including all present and future indications, strengths, conditions of use, dosages, doses, dosage forms, and presentations.

We have not agreed to waive or otherwise consent to the “breaking” of the Orphan Drug Exclusivity for Xywav in IH as part of this settlement.

Pursuant to the settlement agreement, we agreed to (a) pay a total of $ 90.0 million in a lump sum in settlement of Avadel’s pending claims against us and (b) waive our right to receive certain royalties the U.S.

District Court for the District of Delaware previously ordered Avadel to pay us on sales of Avadel’s Lumryz product through September 30, 2025.

The settlement agreement obligated the parties to promptly file stipulations of dismissal with the U.S.

District Court for the District of Delaware or otherwise abandon the pending legal proceedings, and as of October 27, 2025, the U.S.

District Court for the District of Delaware dismissed all relevant matters with prejudice.

The settlement agreement, in which we deny all alleged wrongdoing, also includes releases by us, on the one hand, and Avadel, on the other hand, and each of their past, present and future affiliates, directors, officers, employees and other related parties, for all conduct concerning any of the matters alleged, or that could have been alleged, in the lawsuit.

During the year ended December 31, 2025, we recorded an expense of $ 90.0 million, within selling, general and administrative expenses in our consolidated statements of income (loss), for charges related to the resolution of the Avadel Litigation.

Xywav Patent Litigation

2 unchanged sentences

The asserted patents relate generally to the composition and method of use of Xywav, and methods of treatment when Xywav is administered concomitantly with certain other medications.

In July 2021, we filed a patent infringement suit against Lupin in the United States District Court for the District of New Jersey.

In July 2021, we filed a patent infringement suit against Lupin in the U.S.

District Court for the District of New Jersey.

The complaint alleges that by filing its ANDA, Lupin has infringed ten of our Orange Book listed patents.

3 unchanged sentences

On October 4, 2021, Lupin filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In April 2022, we received notice from Lupin that it had filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Xywav.

On May 11, 2022, we filed an additional lawsuit against Lupin in the United States District Court for the District of New Jersey alleging that by filing its ANDA, Lupin infringed the newly-issued patent related to a method of treatment when Xywav is administered concomitantly with certain other medications.

On May 11, 2022, we filed an additional lawsuit against Lupin in the U.S.

District Court for the District of New Jersey alleging that by filing its ANDA, Lupin infringed the newly-issued patent related to a method of treatment when Xywav is administered concomitantly with certain other medications.

The suit seeks a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe our patent.

On June 22, 2022, the Court consolidated the two lawsuits we filed against Lupin.

On June 22, 2022, the U.S.

District Court for the District of New Jersey consolidated the two lawsuits we filed against Lupin.

In November 2022, we received notice from Lupin that it had filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Xywav.

On January 19, 2023, we filed an additional lawsuit against Lupin in the United States District Court for the District of New Jersey alleging that by filing its ANDA, Lupin infringed the newly-issued patent referenced in its November 2022 paragraph IV certification, as well as another patent that issued in January 2023.

The suit seeks a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe the two patents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On February 15, 2023, the Court consolidated the new lawsuit with the two suits we previously filed against Lupin.

On January 19, 2023, we filed an additional lawsuit against Lupin in the U.S.

District Court for the District of New Jersey alleging that by filing its ANDA, Lupin infringed the newly-issued patent referenced in its November 2022 paragraph IV certification, as well as another patent that issued in January 2023.

The suit seeks a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe the two patents in suit.

On February 15, 2023, the U.S.

District Court for the District of New Jersey consolidated the new lawsuit with the two suits we previously filed against Lupin.

No trial date has been set in the consolidated case against Lupin.

2 unchanged sentences

The asserted patents relate generally to the composition and method of use of Xywav, and methods of treatment when Xywav is administered concomitantly with certain other medications.

In March 2023, we filed a patent infringement suit against Teva in the United States District Court for the District of New Jersey.

In March 2023, we filed a patent infringement suit against Teva in the U.S.

District Court for the District of New Jersey.

The complaint alleges that by filing its ANDA, Teva has infringed thirteen of our Orange Book listed patents.

2 unchanged sentences

On May 23, 2023, Teva filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents.

On December 15, 2023, based on a stipulation between all parties, the Court consolidated the Lupin lawsuits and the Teva lawsuit for all purposes.

On December 15, 2023, based on a stipulation between all parties, the U.S.

District Court for the District of New Jersey consolidated the Lupin lawsuits and the Teva lawsuit for all purposes.

No trial date has been set in the consolidated case.

In July 2024, we received notices from Lupin and Teva that they had each filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Xywav.

On August 27, 2024, we filed an additional lawsuit in the United States District Court for the District of New Jersey against each of Lupin and Teva, alleging that, by filing its ANDA, each party infringed the newly-issued patent related to a method of treatment using Xywav.

On August 27, 2024, we filed an additional lawsuit in the U.S.

District Court for the District of New Jersey against each of Lupin and Teva, alleging that, by filing its ANDA, each party infringed the newly-issued patent related to a method of treatment using Xywav.

The suits seek orders that the effective date of FDA approval of each defendant’s application shall be a date no earlier than the expiration of the newly-issued patent.

Epidiolex Patent Litigation

In November and December 2022, we received notices from the Epidiolex ANDA Filers, that they have each filed with FDA an ANDA for a generic version of Epidiolex (cannabidiol) oral solution.

As of the date of this filing, we are not aware of other ANDA filers.

The notices from the Epidiolex ANDA Filers each included a “paragraph IV certification” with respect to certain of our patents listed in FDA’s Orange Book for Epidiolex on the date of the receipt of the notice.

The listed patents relate generally to the composition and method of use of Epidiolex, and methods of treatment using Epidiolex.

On January 3, 2023, we filed a patent infringement suit against the Epidiolex ANDA Filers in the United States District Court for the District of New Jersey.

The complaint alleges that by filing their ANDAs, the Epidiolex ANDA Filers have infringed certain of our Orange Book listed patents, and seeks an order that the effective date of FDA approval of the ANDAs shall be a date no earlier than the expiration of the last to expire of the asserted patents.

As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on the Epidiolex ANDA Filers’ ANDAs.

From March 2023 through May 2023, we received the Epidiolex ANDA Filers’ answers to the complaint.

The answers include defenses and counterclaims asserting that the Epidiolex ANDA Filers’ products, if launched, would not infringe our patents, that our patents are invalid and, in one instance, counterclaims related to allegations of inequitable conduct and improper listing of patents in the Orange Book.

On May 25, 2023, we filed a motion to dismiss certain of the counterclaims.

On January 11, 2024, the Court issued an order granting in part and denying in part our motion to dismiss.

On September 20, 2024, the Court held a claim construction hearing relating to disputed terms in the asserted patents.

The Court has not yet issued a decision on the claim construction disputes .

The Court in the Epidiolex Patent Litigation scheduled trial for September 2025.

In June and July 2023, we received notice from certain of the Epidiolex ANDA Filers that they had each filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Epidiolex.

On July 21, 2023, we filed an additional lawsuit against all of the Epidiolex ANDA Filers in the United States District Court for the District of New Jersey alleging that, by filing its ANDA, each Epidiolex ANDA Filer infringed the newly-issued patent related to a method of treatment using Epidiolex.

The suit seeks an order that the effective date of FDA approval of each Epidiolex ANDA Filer’s application shall be a date no earlier than the expiration of the newly-issued patent.

In September and October 2023, we received notice from certain of the Epidiolex ANDA Filers that they had each filed a paragraph IV certification regarding one or more newly-issued patents listed in the Orange Book for Epidiolex.

On December 15, 2023, we filed an additional lawsuit against seven of the original Epidiolex ANDA Filers with whom we have not previously settled.

We filed this lawsuit in the United States District Court for the District of New Jersey alleging that, by filing its ANDA, each Epidiolex ANDA Filer infringed the newly-issued patents related to methods of treatment using

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The suit seeks an order that the effective date of FDA approval of each Epidiolex ANDA Filer’s application shall be a date no earlier than the expiration of the newly-issued patents.

In March and April 2024, we received notice from certain of the Epidiolex ANDA Filers that they had each filed a paragraph IV certification regarding one or more newly-issued patents listed in the Orange Book for Epidiolex.

On July 3, 2024, we filed an additional lawsuit against six of the original Epidiolex ANDA Filers with whom we had not previously settled.

The suit seeks an order that the effective date of FDA approval of each Epidiolex ANDA Filer’s application shall be a date no earlier than the expiration of the newly-issued patents.

From October 2023 through January 2025, we entered into settlement agreements with each of the Epidiolex ANDA Filers that resolved our patent litigation with them related to Epidiolex.

Under the settlement agreements, we granted each of the Epidiolex ANDA Filers a license to manufacture, market, and sell its own generic version of Epidiolex beginning in the very late 2030s, or earlier under certain circumstances, including but not limited to the launch of another generic Epidiolex product or a final decision that all unexpired claims of the Epidiolex patents are not infringed, or are invalid and/or unenforceable.

In July 2025, we received notice from Granules that it has filed with FDA an ANDA for a generic version of Xywav.

The notice from Granules included a paragraph IV certification with respect to fourteen of our patents listed in FDA’s Orange Book for Xywav on the date of the receipt of the notice.

The asserted patents relate generally to the composition and method of use of Xywav, and methods of treatment when Xywav is administered concomitantly with certain other medications.

In August 2025, we filed a patent infringement suit against Granules in the U.S.

District Court for the District of New Jersey.

The complaint alleges that by filing its ANDA, Granules has infringed fourteen of our Orange Book-listed patents.

We are seeking a permanent injunction to prevent Granules from introducing a generic version of Xywav that would infringe our patents.

As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on Granules’ ANDA.

Zepzelca Patent Litigation

In July and August 2024, we received notices from the Zepzelca ANDA Filers that they have each filed with FDA an ANDA for a generic version of Zepzelca (lurbinectedin).

In July and August 2024, we received notices from the Zepzelca ANDA Filers that they have each filed with FDA an ANDA for a generic version of Zepzelca.

As of the date of this filing, we are not aware of other ANDA filers.

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The listed patent relates to the drug substance, drug product and approved use of Zepzelca.

Jazz is the exclusive licensee to this Zepzelca patent pursuant to an agreement with PharmaMar.

We are the exclusive licensee to this Zepzelca patent pursuant to an agreement with PharmaMar.

A paragraph IV certification is a certification by a generic applicant that alleges that the patent covering the branded product is invalid, unenforceable, and/or will not be infringed by the manufacture, use or sale of the generic product.

On September 11, 2024, we and PharmaMar filed a patent infringement suit against the Zepzelca ANDA Filers in the United States District Court for the District of New Jersey.

On September 11, 2024, we and PharmaMar filed a patent infringement suit against the Zepzelca ANDA Filers in the U.S.

District Court for the District of New Jersey.

The complaint alleges that by filing their ANDAs, the Zepzelca ANDA Filers have infringed the Orange Book listed patent for Zepzelca, and seeks an order that the effective date of FDA approval of the ANDAs shall be a date no earlier than the expiration of the asserted patent.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In December 2024, we received the Zepzelca ANDA Filers’ answers to the complaint.

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No trial date has been set in this matter.

On September 12, 2024, we and PharmaMar filed a patent infringement suit against RK Pharma, in the United States District Court for the District of Delaware.

On March 26, 2025, we and Sandoz stipulated to the dismissal of our lawsuit against Sandoz without prejudice.

On September 12, 2024, we and PharmaMar filed a patent infringement suit against RK Pharma, in the U.S.

District Court for the District of Delaware.

The complaint alleges that by filing its ANDA, RK Pharma has infringed the Orange Book listed patent for Zepzelca, and seeks an order that the effective date of FDA approval of RK Pharma’s ANDA shall be no earlier than the expiration of the asserted patent.

On November 13, 2024, we voluntarily dismissed this action against RK Pharma in the United States District Court for the District of Delaware.

RK Pharma remains a defendant in the litigation referenced above in the United States District Court for the District of New Jersey.

MSP Litigation

On April 3, 2023, MSP filed a class action lawsuit on behalf itself and others similarly situated against the Defendants in the United States District Court for the Northern District of California.

The MSP complaint alleges that the Defendants conspired to increase the price and quantity dispensed of Xyrem and Prialt, in violation of the Racketeer Influenced and Corrupt Organizations Act and several state laws.

The allegations relate generally to the conduct at issue in the investigation conducted by the United States Department of Justice from 2016-2019, involving the Company’s contributions to certain charitable foundations.

MSP seeks monetary damages, restitution, disgorgement, and a declaration that the conduct alleged is unlawful.

On July 25, 2023, we and certain other defendants filed motions to dismiss MSP's complaint, which the Court granted on December 12, 2023.

On January 5, 2024, the MSP filed an amended complaint.

On February 20, 2024, we filed a motion to dismiss MSP’s amended complaint.

The Court scheduled a hearing on the motion for June 13, 2024.

On June 21, 2024, the Court cancelled the hearing.

On July 22, 2024, the Court granted the motion.

The Court set a deadline of August 12, 2024, to file a second amended complaint.

On August 12, 2024, MSP voluntarily dismissed its complaint.

On November 13, 2024, we voluntarily dismissed this action against RK Pharma in the U.S.

District Court for the District of Delaware.

RK Pharma remains a defendant in the litigation referenced above in the U.S.

District Court for the District of New Jersey.

In July 2025, we received notice from InvaGen that it had filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Zepzelca.

On September 4, 2025, we filed an additional lawsuit in the U.S.

District Court for the District of New Jersey against each of the Zepzelca ANDA Filers, alleging that, by filing its ANDA, each party infringed the newly-issued patent related to a method of treatment using Zepzelca.

The suit seeks orders that the effective date of FDA approval for each defendant’s application shall be no earlier than the expiration of the newly-issued patent.

Defitelio Patent Litigation

In March 2025, we received a notice from Almaject that it had filed with FDA an ANDA for a generic version of Defitelio.

The notice from Almaject included a paragraph IV certification respect to certain of our patents listed in FDA’s Orange Book for Defitelio on the date of the notice.

The listed patents relate generally to the Defitelio drug product and its approved use.

On April 16, 2025, we filed a patent infringement lawsuit against Almaject in the U.S.

District Court for the District of New Jersey.

The complaint alleges that by filing its ANDA, Almaject has infringed certain of our Orange Book listed patents, and seeks an order that the effective date of FDA approval for the Almaject ANDA shall be on a date no earlier than the expiration of the last to expire of the asserted patents.

As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on Almaject’s ANDA.

Tris Pharma Patent Litigation

In January 2026, we received notices from Tris Pharma that it had filed with FDA a Section 505(b)(2) NDA with Xyrem and Xywav as reference listed drugs.

The first notice included a paragraph IV certification with respect to seven patents listed in FDA’s Orange Book for Xyrem, and the second notice included a paragraph IV certification with respect to fifteen patents listed in FDA’s Orange Book for Xywav on the date of our receipt of the notice.

Seven of the listed patents relate generally to methods of treatment when Xywav or Xyrem is administered concomitantly with certain other medications, and the remaining eight relate generally to the composition and method of use of Xywav.

On February 20, 2026, we filed two patent infringement suits against Tris Pharma in the U.S.

District Court for the District of New Jersey.

The complaints allege that by filing its Section 505(b)(2) NDA, Tris Pharma infringed certain of our patents listed in FDA’s Orange Book for Xyrem and certain of our patents listed in FDA’s Orange Book for Xywav,

respectively.

Each lawsuit seeks an order that the effective date of FDA approval of Tris Pharma’s Section 505(b)(2) NDA shall be a date no earlier than the expiration of the last to expire of the asserted patents.

As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA of Tris Pharma’s Section 505(b)(2) NDA.

FDA Litigation

On June 22, 2023, we filed a complaint in the United States District Court for the District of Columbia seeking a declaration that FDA’s approval on May 1, 2023, of the NDA for Avadel's Lumryz was unlawful.

In the complaint, we alleged that FDA acted outside its authority under the Orphan Drug Act, when, despite ODE protecting Jazz’s low-sodium oxybate

On June 22, 2023, we filed a complaint in the U.S.

District Court for the District of Columbia seeking a declaration that FDA’s approval on May 1, 2023, of the NDA for Alkermes’ Lumryz (acquired through its acquisition of Avadel) was unlawful.

In the complaint, we alleged that FDA acted outside its authority under the Orphan Drug Act, when, despite ODE protecting our low-sodium oxybate product Xywav, FDA approved the Lumryz NDA and granted Lumryz ODE based on FDA’s finding that Lumryz makes a major contribution to patient care and is therefore clinically superior to Xywav and Xyrem.

We further alleged that, in doing so, FDA failed to follow its own regulations, failed to follow established agency policy without providing a reasoned explanation for the departure, reversed prior decisions by its own staff and experts without a reasoned explanation, and disregarded the relevant scientific literature and data.

The complaint, filed pursuant to the Administrative Procedure Act, asked the U.S.

District Court for the District of Columbia to vacate and set aside FDA’s approval of the Lumryz NDA and sought a declaration that FDA’s approval of the Lumryz NDA was arbitrary, capricious, an abuse of discretion and otherwise not in accordance with law and that approval of the Lumryz NDA was in excess of FDA’s statutory authority and was made without observance of procedure required by law.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

product Xywav, FDA approved the Lumryz NDA and granted Lumryz ODE based on FDA’s finding that Lumryz makes a major contribution to patient care and is therefore clinically superior to Xywav and Xyrem.

Jazz further alleged that, in doing so, FDA failed to follow its own regulations, failed to follow established agency policy without providing a reasoned explanation for the departure, reversed prior decisions by its own staff and experts without a reasoned explanation, and disregarded the relevant scientific literature and data.

The complaint, filed pursuant to the Administrative Procedure Act, asked the Court to vacate and set aside FDA’s approval of the Lumryz NDA and sought a declaration that FDA’s approval of the Lumryz NDA was arbitrary, capricious, an abuse of discretion and otherwise not in accordance with law and that approval of the Lumryz NDA was in excess of FDA’s statutory authority and was made without observance of procedure required by law.

On September 15, 2023, we filed a motion for summary judgment.

On October 20, 2023, Avadel and FDA filed cross motions for summary judgment.

Oral argument on these motions was held on May 10, 2024 and on October 30, 2024, the District Court issued an order denying Jazz’s motion for summary judgment and granting Avadel’s and FDA’s cross-motions for summary judgment.

Jazz respectfully disagrees with the Court’s decision and is appealing the matter to the United States Court of Appeals for the District of Columbia Circuit.

We filed our opening appeal brief on January 31, 2025.

No argument date has been set.

Qui tam matter

Oral argument on these motions was held on May 10, 2024 and on October 30, 2024, the U.S.

District Court for the District of Columbia issued an order denying our motion for summary judgment and granting Avadel’s and FDA’s cross-motions for summary judgment.

We appealed the matter to the U.S.

Court of Appeals for the District of Columbia Circuit.

We filed our opening appeal brief on January 31, 2025 and the D.C.

Circuit held oral argument on the appeal on May 5, 2025.

On June 27, 2025, the D.C.

Circuit affirmed the U.S.

District Court for the District of Columbia’s ruling.

Qui Tam Matters

In July 2022, we received a subpoena from the USAO for the District of Massachusetts requesting documents related to Xyrem and U.S.

8,772,306 (“Method of Administration of Gamma Hydroxybutyrate with Monocarboxylate Transporters”), product labeling changes for Xyrem, communications with FDA and the USPTO, pricing of Xyrem, and other related documents.

On July 18, 2024, the United States District Court for the District of Massachusetts unsealed a qui tam whistleblower lawsuit underlying the USAO’s subpoena, captioned 1:21-cv-10891-PBS and originally filed under seal on May 27, 2021.

The public docket in this matter indicates that on May 24 and June 7, 2024, respectively, the United States and a number of states named in the whistleblower complaint declined to intervene in this matter.

As such, private whistleblower litigation will proceed in the United States District Court for the District of Massachusetts.

The Court set a deadline of September 1, 2024, for the plaintiff to file an amended complaint, and December 2, 2024, for us to file a motion to dismiss the amended complaint.

On July 18, 2024, the U.S.

District Court for the District of Massachusetts unsealed a qui tam whistleblower lawsuit underlying the USAO’s subpoena, captioned 1:21-cv-10891-PBS and originally filed under seal on May 27, 2021.

The public docket in this matter indicates that on May 24 and June 7, 2024, respectively, the U.S.

and a number of states named in the whistleblower complaint declined to intervene in this matter.

As such, private whistleblower litigation will proceed in the U.S.

District Court for the District of Massachusetts.

District Court for the District of Massachusetts set a deadline of September 1, 2024, for the plaintiff to file an amended complaint, and December 2, 2024, for us to file a motion to dismiss the amended complaint.

The p laintiff filed the amended complaint on September 1, 2024.

We filed our motion to dismiss on December 2, 2024.

The Court scheduled a hearing on the motion to dismiss for April 2, 2025.

District Court for the District of Massachusetts held oral argument on the motion to dismiss on April 2, 2025.

On September 23, 2025, the U.S.

District Court for the District of Massachusetts granted our motion and dismissed the plaintiff’s federal claims with prejudice and state-law claims without prejudice.

On January 23, 2026, the U.S.

District Court for the Southern District of New York unsealed a lawsuit filed by a qui tam whistleblower against us under the New York state False Claims Act, captioned 1:25-cv-08797-PKC.

The docket reflects that the New York Attorney General declined to participate in the litigation.

This lawsuit repeats almost verbatim allegations asserted by this same whistleblower against us in a case that was dismissed on September 23, 2025, by the U.S.

District Court for the District of Massachusetts, 1:21-cv-10891-PBS.

We will continue to vigorously defend against these claims.

Chimerix Acquisition Litigation

On March 21, 2025, Chimerix filed a Recommendation Statement with the SEC in relation to the proposed acquisition of Chimerix by us.

Also on March 21, 2025, we disseminated a Tender Offer Statement to Chimerix shareholders in relation to the proposed transaction.

Following the filing and dissemination of the Tender Offer Documents, we, our wholly-owned subsidiary Pinetree Acquisition Sub, Inc., Chimerix, the Chimerix Board of Directors, Centerview Partners LLC, were named as defendants in the Rosenthal Lawsuit in the Supreme Court of the State of New York, County of Chemung.

In addition to the Rosenthal Lawsuit, the Chimerix Shareholder Litigation was filed in the Supreme Court of the State of New York, County of New York.

Collectively, in the Chimerix Transaction Litigation, the plaintiffs alleged that the Tender Offer Documents omitted material information and contained misrepresentations, in violation of various New York and North Carolina laws.

The plaintiffs in the Chimerix Transaction Litigation sought various remedies, including injunctive relief to prevent the consummation of the Chimerix Acquisition unless certain allegedly material information was disclosed, or in the alternative, rescission or damages.

On April 7, 2025, Chimerix filed an amended Recommendation Statement and we filed an amended Tender Offer Document, each containing supplemental disclosures related to the Chimerix Acquisition.

Pursuant to a memorandum of understanding between the parties, the Rosenthal Lawsuit was dismissed on April 7, 2025.

The remaining lawsuits in the Chimerix Transaction Litigation were dismissed on June 26, 2025.

From time to time, we are involved in legal proceedings arising in the ordinary course of business.

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Under the New Repurchase Program, which has no expiration date, we may repurchase ordinary shares from time to time by any methods and/or structures permitted by applicable law.

The timing and amount of repurchases will depend on a variety of factors, including the price of our ordinary shares, alternative investment opportunities, restrictions under the Amended Credit Agreement and the indenture for our Secured Notes, corporate and regulatory requirements and market conditions.

The timing and amount of repurchases will depend on a variety of factors, including the price of our

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ordinary shares, alternative investment opportunities, restrictions under the Amended Credit Agreement and the indenture for our Secured Notes, corporate and regulatory requirements and market conditions.

The New Repurchase Program may be modified, suspended or discontinued at any time without our prior notice.

The New Repurchase Program replaces and supersedes the Old Repurchase Program, a share repurchase program to repurchase ordinary shares having an aggregate purchase price of $ 1.5 billion, exclusive of any brokerage commissions.

During the year ended December 31, 2025, we spent a total of $ 125.0 million to repurchase 1.1 million of our ordinary shares, all under the New Repurchase Program, at a purchase price, including commissions, of $ 109.52 per share.

In 2024, we spent a total of $ 150.0 million to repurchase 1.4 million of our ordinary shares, all under the New Repurchase Program, at a purchase price, including commissions, of $ 109.32 per share and $ 161.4 million to repurchase 1.5 million of our ordinary shares, all under the Old Repurchase Program, at a purchase price, including commissions, of $ 110.75 per share.

The repurchases made under the New Share Repurchase Program in 2024 were effected in privately negotiated transactions with or through one of the initial purchasers of the 2030 Notes concurrently with the pricing of the offering of the 2030 Notes.

In 2023, we spent a total of $ 269.8 million to purchase 2.1 million of our ordinary shares under the Old Repurchase Program at an average total purchase price, including commissions, of $ 126.65 per share.

All ordinary shares repurchased were cancelled.

All ordinary shares repurchased were canceled.

As of December 31, 2025, the remaining amount authorized for repurchases under the New Repurchase Program was $ 225.0 million, exclusive of any brokerage commissions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Authorized But Unissued Ordinary Shares

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In 2025 and 2024, we did not declare or pay cash dividends on our common equity.

Under Irish law, dividends may only be paid, and share repurchases and redemptions must generally be funded only out of, “distributable reserves.” In addition, the terms of the Amended Credit Agreement restrict our ability to make certain restricted payments, including dividends and other distributions by us in respect of our ordinary shares, subject to, among other exceptions, (1) a general exception for dividends and other restricted payments not to exceed in the aggregate the greater of $ 350 million and 3.5 % of consolidated total assets (as defined in the Amended Credit Agreement) when made, and (2) an exception that allows for dividends and other restricted payments equal to an amount tied to our financial performance, so long as no default or event of default shall have occurred and is continuing under the Amended Credit Agreement and the total net leverage ratio (as defined in in the Amended Credit Agreement) on a pro forma basis does not exceed 5 :1, and (3) an exception that allows for additional dividends and other restricted payments, so long as no default or event of default shall have occurred and is continuing under the Amended Credit Agreement and the total net total leverage ratio (as defined in the Amended Credit Agreement) on a pro forma basis is not greater than 4 :1.

Under Irish law, dividends may only be paid, and share repurchases and redemptions must generally be funded only out of, “distributable reserves.” In addition, the terms of the Amended Credit Agreement restrict our ability to make certain restricted payments, including dividends and other distributions by us in respect of our ordinary shares, subject to, among other exceptions, (1) a general exception for dividends and other restricted payments not to exceed in the aggregate the greater of $ 350 million and 3.5 % of consolidated total assets (as defined in the Amended Credit Agreement) when made, and (2) an exception that allows for dividends and other restricted payments equal to an amount tied to our financial performance, so long as no default or event of default shall have occurred and is continuing under the Amended Credit Agreement and the total net leverage ratio (as defined in the Amended Credit Agreement) on a pro forma basis does not exceed 5 :1, and (3) an exception that allows for additional dividends and other restricted payments, so long as no default or event of default shall have occurred and is continuing under the Amended Credit Agreement and the total net total leverage ratio (as defined in the Amended Credit Agreement) on a pro forma basis is not greater than 4 :1.

Any future determination as to the payment of dividends will, subject to Irish legal requirements, be at the sole discretion of our board of directors and will depend on our consolidated financial condition, results of operations, capital requirements, compliance with the terms of the Amended Credit Agreement or other future borrowing arrangements, and other factors our board of directors deems relevant.

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Comprehensive income (loss) includes net income (loss) and all changes in shareholders’ equity during a period, except for those changes resulting from investments by shareholders or distributions to shareholders.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accumulated Other Comprehensive Loss

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Net Unrealized

Gain (Loss) From

Hedging Activities Foreign

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Balance at December 31, 2024 $ 740 $ ( 948,407 ) $ ( 947,667 )

Other comprehensive income (loss) before reclassifications 5,298 ( 106,025 ) ( 100,727 )

Other comprehensive income before reclassifications 208 380,172 380,380

Amounts reclassified from accumulated other comprehensive loss ( 1,311 ) — ( 1,311 )

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Balance at December 31, 2025 $ ( 363 ) $ ( 568,235 ) $ ( 568,598 )

In 2024, other comprehensive income (loss) primarily reflects foreign currency translation adjustments due to the weakening of sterling and the euro against the U.S.

In 2025, other comprehensive income (loss) primarily reflects foreign currency translation adjustments due to the strengthening of the sterling against the U.S.

Net Income (Loss) per Ordinary Share

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Diluted net income (loss) per ordinary share is based on the weighted-average number of ordinary shares outstanding and potentially dilutive ordinary shares outstanding.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Basic and diluted net income (loss) per ordinary share were computed as follows (in thousands, except per share amounts):

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Potentially dilutive ordinary shares from our employee equity incentive and purchase plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs and PRSUs, the assumed exercise of share options and the assumed issuance of ordinary shares under our ESPP.

On January 1, 2022, we adopted ASU No.

2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” on a modified retrospective basis, which requires the use of the if-converted method to calculate potentially dilutive ordinary shares for convertible instruments.

In August 2023, we made an irrevocable election to fix the settlement method for exchanges of the 2024 Notes to a combination of cash and ordinary shares of the Company with a specified cash amount per $1,000 principal amount of the 2024 Notes of $ 1,000 .

As a result of the election, an exchanging holder will receive (i) up to $ 1,000 in cash per $1,000 principal amount of 2024 Notes exchanged and (ii) cash, ordinary shares, or any combination thereof, at our election, in respect of the remainder, if any, of its exchange obligation in excess of $ 1,000 per $1,000 principal amount of 2024 Notes exchanged.

In August 2023, we irrevocably elected to fix the settlement method for exchanges of the 2024 Notes to a combination of cash and ordinary shares of the Company with a specified cash amount per $1,000 principal amount of the 2024 Notes of $ 1,000 .

As a result, the assumed issuance of ordinary shares upon exchange of the 2024 Notes has only been included in the calculation of diluted net income per ordinary share in 2023 up to the date the irrevocable election was made.

In July 2024, we irrevocably elected to fix the settlement method for exchanges of the 2026 Notes to a combination of cash and ordinary shares of Jazz Pharmaceuticals plc with a specified cash amount per $1,000 principal amount of 2026 Notes exchanged equal to or in excess of $ 1,000 .

As a result of the election, an exchanging holder will receive (i) up to $ 1,000 in cash per $1,000 principal amount of 2026 Notes exchanged and (ii) cash, ordinary shares, or any combination thereof, at our election, in respect of the remainder, if any, of its exchange obligation in excess of $ 1,000 per $1,000 principal amount of 2026 Notes exchanged.

In August 2024 we repaid the aggregate principal amount in cash.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In July 2024, we irrevocably elected to fix the settlement method for exchanges of the 2026 Notes to a combination of cash and ordinary shares of the Company with a specified cash amount per $1,000 principal amount of 2026 Notes exchanged equal to or in excess of $ 1,000 .

As a result, the assumed issuance of ordinary shares upon exchange of the 2026 Notes has only been included in the calculation of diluted net income per ordinary share in 2024, up to the date the irrevocable election was made.

The potential issue of ordinary shares upon exchange of the 2026 Notes and the 2024 Notes was anti-dilutive and had no impact on diluted net loss per ordinary share for 2022.

The average price of our ordinary shares in 2025 and 2024 did not exceed the conversion price of the 2026 Notes.

For the 2030 Notes, we are required to settle the principal amount in cash and have the option to settle the conversion feature for the amount above the conversion price, or the conversion spread, in cash, ordinary shares or a combination of cash and ordinary shares.

The conversion spread will have a dilutive impact on diluted net income per ordinary share when the average market price of our ordinary shares for a given period exceeds the conversion price of the 2030 Notes.

For the year ended December 31, 2024, the 2030 Notes have been excluded from the computation of diluted net income per ordinary share, as the effect would be anti-dilutive since the conversion price of the 2030 Notes exceeded the average market price of our ordinary shares for the year ended December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the year ended December 31, 2025, the 2030 Notes have been excluded from the computation of diluted net loss per ordinary share, as the effect was anti-dilutive.

The average price of our ordinary shares in 2024 did not exceed the conversion price of the 2030 Notes.

The following table represents the weighted-average ordinary shares that were excluded from the computation of diluted net income (loss) per ordinary share for the years presented because including them would have an anti-dilutive effect (in thousands):

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Employee equity incentive and purchase plans 4,369 4,074 2,973

2026 Notes and 2024 Notes

Segment and Other Information

Our operating segment is reported in a manner consistent with the internal reporting provided to the CODM.

Our CODM has been identified as our chief executive officer.

Our CODM has been identified as our President and Chief Executive Officer.

We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs.

The CODM assesses performance and decides how to allocate resources for the segment based on net income (loss) and measure of segment assets which is reported on the Consolidated Statements of Income (Loss) and Consolidated Balance Sheet.

The CODM assesses segment performance and decides how to allocate resources for the segment based on net income (loss) and a measure of segment assets which are on the consolidated statements of income (loss) and consolidated balance sheet.

The following table presents total long-lived assets by location (in thousands):

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Epidiolex/Epidyolex 1,059,197 972,423 845,468

Sativex 18,877 19,668 16,825

16,277 18,877 19,668

Total Neuroscience 2,878,494 2,698,318 2,707,843

3 unchanged sentences

Vyxeos 146,709 162,595 147,495

Modeyso 48,043 — —

Ziihera 24,810 1,051 —

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____________________________

(1) Divestiture of Sunosi U.S.

was completed in May 2022.

(1) Divestiture of Sativex was completed in October 2025.

The following table presents a summary of total revenues attributed to geographic sources (in thousands):

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ESSDS 42 % 42 % 48 %

ASD 11 % 9 % 7 %

McKesson 10 % 12 % 11 %

3 unchanged sentences

GW Incentive Plans

On May 5, 2021, Jazz Pharmaceuticals plc acquired the entire issued share capital of GW.

On May 5, 2021, we acquired the entire issued share capital of GW.

In connection with the GW Acquisition, we assumed the GW Incentive Plans.

The terms of the GW Incentive Plans provide for the grant of stock options, stock appreciation rights, RSUs, other stock awards, and performance awards that may be settled in cash, shares, or other

The terms of the GW Incentive Plans provide for the grant of stock options, stock appreciation rights,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Ordinary shares granted to employees in exchange for GW ADS, in connection with the GW Acquisition, vest ratably over service periods of two years , while all post-acquisition grants vest ratably over service periods of four years and expire no more than 10 years after the date of grant.

RSUs, other stock awards, and performance awards that may be settled in cash, shares, or other property.

Ordinary shares granted to employees in exchange for American Depositary Shares of GW, in connection with the GW Acquisition, vested ratably over a service period of two years , while all post-acquisition grants vest ratably over service periods of four years and expire no more than 10 years after the date of grant.

As of December 31, 2025, a total of 1,864,475 of our ordinary shares had been authorized for issuance under the GW Incentive Plans.

2011 Equity Incentive Plan

In connection with the Azur Merger, Jazz Pharmaceuticals, Inc.’s board of directors adopted the 2011 Plan in October 2011, and its stockholders approved the 2011 Plan at the special meeting of the stockholders held in December 2011.

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As of December 31, 2025, a total of 34,836,988 of our ordinary shares had been authorized for issuance under the 2011 Plan.

2007 Employee Stock Purchase Plan

In 2007, Jazz Pharmaceuticals, Inc.’s employees became eligible to participate in the ESPP.

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As of December 31, 2025, a total of 7,029,250 of our ordinary shares had been authorized for issuance under the ESPP.

Amended and Restated 2007 Non-Employee Directors Stock Award Plan

The Amended and Restated 2007 Directors Award Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc.

2007 Directors Award Plan

The 2007 Directors Award Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc.

board of directors and approved by the Jazz Pharmaceuticals, Inc.

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Share-Based Compensation

Share-based compensation expense related to RSUs, PRSUs, grants under our ESPP and share options was as follows (in thousands):

Share-based compensation expense related to RSUs, PRSUs, share options and grants under our ESPP was as follows (in thousands):

Year Ended December 31,

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We recognized income tax benefits related to share option exercises of $ 5.0 million, $ 0.3 million and $ 1.9 million in 2025, 2024 and 2023, respectively.

Restricted Stock Units

In 2025, 2024 and 2023, we granted RSUs covering an equal number of our ordinary shares to employees with a weighted-average grant date fair value of $ 139.80 , $ 118.41 and $ 144.65 , respectively.

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Outstanding at December 31, 2025 4,406 $ 134.68 1.3 $ 749,044

Performance-Based Restricted Stock Units

The Compensation & Management Development Committee of our board of directors and, in the case of our Chief Executive Officer, the independent members of our board of directors, approved awards of PRSUs to certain employees of the Company, subject to vesting on the achievement of certain commercial and pipeline performance criteria to be assessed over a performance period from the date of the grant to December 31, 2024, December 31, 2025 and December 31, 2026, respectively.

The Compensation & Management Development Committee of our board of directors and, in the case of our President and Chief Executive Officer, the independent members of our board of directors, approved awards of PRSUs to certain of our employees, subject to vesting on the achievement of certain commercial and pipeline performance criteria to be assessed over a performance period from the date of the grant to December 31, 2025, December 31, 2026 and December 31, 2027, respectively.

The number of shares that vest is determined based on the Company’s achievement with respect to the performance criteria.

For PRSUs granted prior to 2024, the amount of shares that vest will be subject to adjustment based on the application of a relative TSR modifier.

For PRSUs granted in 2024, the relative TSR represents one of the performance metrics.

For PRSUs granted in 2025 and 2024, relative TSR represents one of the performance metrics.

In both cases, the number of shares that may be earned ranges between 0 % and 200 % of the target number of PRSUs granted.

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The Company evaluated the performance targets in the context of its current long-range financial plan and its product candidate development pipeline and recognized compensation expense based on the probable number of awards that will ultimately vest.

In 2024, 124,000 PRSUs were released, with 80,000 ordinary shares issued and 44,000 ordinary shares withheld for tax purposes.

The total fair value of shares vested was $ 14.8 million during 2024.

In 2025 and 2024, 154,000 and 124,000 PRSUs were released, respectively, with 99,000 and 80,000 ordinary shares issued, respectively, and 55,000 and 44,000 ordinary shares withheld for tax purposes, respectively.

The total fair value of shares vested was $ 18.8 million and $ 14.8 million during 2025 and 2024, respectively.

Share Options

7 unchanged sentences

Options exercised ( 658 ) 134.51

Options forfeited ( 8 ) 163.35

Options expired ( 340 ) 167.80

Outstanding at December 31, 2025 1,160 $ 134.57 3.0 $ 41,403

Vested and expected to vest at December 31, 2024 2,158 $ 139.79 3.2 $ 3,562

Exercisable at December 31, 2024 2,158 $ 139.79 3.2 $ 3,562

Vested and exercisable at December 31, 2025 1,160 $ 134.57 3.0 $ 41,403

Aggregate intrinsic value shown in the table above is equal to the difference between the exercise price of the underlying share options and the fair value of our ordinary shares for share options that were in the money.

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We issued new ordinary shares upon exercise of share options.

As of December 31, 2024, total compensation cost not yet recognized related to unvested share options was $ 0.1 million, which is expected to be recognized over a weighted-average period of 0.1 years.

As of December 31, 2025, total compensation cost not yet recognized related to grants under the ESPP was $ 3.8 million, which is expected to be recognized over a weighted-average period of 0.9 years.

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Outstanding at December 31, 2025 9 $ 0.02 4.8 $ 1,496

Vested and expected to vest at December 31, 2024 19 $ 0.02 6.0 $ 2,374

Exercisable at December 31, 2024 19 $ 0.02 6.0 $ 2,374

Vested and exercisable at December 31, 2025 9 $ 0.02 4.8 $ 1,496

The aggregate intrinsic value of nominal strike price options exercised was $ 1.5 million, $ 0.9 million and $ 3.9 million during 2025, 2024 and 2023, respectively.

11 unchanged sentences

Ireland $ 164,697 $ 497,860 $ 449,214

United Kingdom ( 411,356 ) ( 643,096 ) ( 963,598 )

United States ( 872,206 ) 29,594 ( 6,056 )

United Kingdom ( 251,890 ) ( 411,356 ) ( 643,096 )

Other 331,540 354,253 497,867

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table sets forth the details of income tax benefit (in thousands):

The following table sets forth the details of income tax expense (benefit) (in thousands):

Year Ended December 31,

1 unchanged sentence

Ireland $ 71,627 $ 97,680 $ 77,343

United Kingdom 207 7,726 1,454

United States 44,093 22,065 20,803

United Kingdom 9,108 207 7,726

Other 47,700 ( 3,054 ) 34,433

2 unchanged sentences

Ireland ( 9,820 ) ( 20,022 ) ( 10,919 )

United Kingdom ( 114,600 ) ( 150,506 ) ( 193,219 )

United States ( 296,555 ) ( 63,162 ) ( 89,246 )

United Kingdom ( 122,939 ) ( 114,600 ) ( 150,506 )

Other ( 13,582 ) ( 11,481 ) ( 8,990 )

1 unchanged sentence

Deferred, change in tax rates

United Kingdom — 268 ( 16,990 )

United States ( 2,075 ) 955 ( 824 )

United Kingdom — — 268

Other — ( 17 ) —

1 unchanged sentence

Total deferred tax benefit ( 444,971 ) ( 208,327 ) ( 260,217 )

Total income tax benefit $ ( 91,429 ) $ ( 119,912 ) $ ( 158,645 )

Our income tax benefit was $ 91.4 million, $ 119.9 million and $ 158.6 million in 2024, 2023 and 2022, respectively, relating to tax arising on income or losses in Ireland, the U.K., the U.S.

Total income tax expense (benefit)

Ireland 61,807 77,658 66,424

United States ( 254,537 ) ( 40,142 ) ( 69,267 )

United Kingdom ( 113,831 ) ( 114,393 ) ( 142,512 )

Other 34,118 ( 14,552 ) 25,443

Total income tax expense (benefit) $ ( 272,443 ) $ ( 91,429 ) $ ( 119,912 )

Our income tax benefit was $ 272.4 million, $ 91.4 million and $ 119.9 million in 2025, 2024 and 2023, respectively.

Our income tax benefit in 2025 arose primarily due to the reversal of a valuation allowance against certain U.S.

federal and state deferred tax assets acquired through the Chimerix Acquisition.

Apart from the reversal of the valuation allowance, the income tax benefits relate to tax arising on income or losses in Ireland, the U.K., the U.S.

and certain other foreign jurisdictions, offset by deductions on subsidiary equity, patent box benefits, foreign derived intangible income benefits and originating tax credits.

Our income tax benefit in 2024 decreased compared to 2023 primarily due to the change in income mix across jurisdictions, partially offset by patent box benefits.

Our income tax benefit in 2023 decreased compared to 2022 primarily due to pretax losses from payments for acquired IPR&D made in 2022 and the 2022 impairment of our acquired IPR&D asset as a result of the decision to discontinue our nabiximols program, partially offset by the change in income mix across jurisdictions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The reconciliation between income tax expense (benefit) at the Irish statutory trading income tax rate of 12.5 percent, the jurisdiction of tax domicile of Jazz Pharmaceuticals, applied to income before the income tax expense (benefit) and equity in loss of investees and our reported income tax benefit was as follows (in thousands):

Beginning with the 2025 annual reporting, we adopted ASU 2023-09 prospectively.

See Note 2 - Summary of Significant Accounting Policies - Adoption of New Accounting Standards for additional details on the adoption of ASU 2023-09.

The reconciliation between the income tax benefit at the Irish statutory trading income tax rate of 12.5 percent, the jurisdiction of tax domicile of Jazz Pharmaceuticals, applied to the loss before income tax benefit and equity in loss of investees and our reported income tax benefit pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 was as follows (in thousands, except percentages):

Year Ended December 31,

Income tax at the statutory tax rate $ ( 78,482 ) 12.5 %

Domestic tax effects

Effects of cross-border tax laws (1)

29,812 ( 4.7 )

Income tax expense (benefit) at the statutory income tax rate $ 58,794 $ 37,241 $ ( 46,598 )

Non-taxable/non-deductible items

Non-deductible financing costs 7,070 ( 1.1 )

Other 963 ( 0.2 )

Foreign tax effects

United States

Statutory income tax rate differential ( 74,137 ) 11.8

Non-deductible acquired in-process research and development expense 187,346 ( 29.8 )

Change in valuation allowance ( 199,907 ) 31.8

Research and orphan drug tax credits ( 35,329 ) 5.6

Foreign Derived Intangible Income benefit ( 28,623 ) 4.6

Non-deductible compensation 8,856 ( 1.4 )

Non-deductible contingent consideration payments 7,641 ( 1.2 )

State and local income tax, net of federal benefit ( 5,477 ) 0.9

Tax deficiencies/(excess tax benefits) from share-based compensation 5,050 ( 0.8 )

Other 525 ( 0.1 )

United Kingdom

Statutory income tax rate differential ( 30,766 ) 4.9

Patent box incentive benefit ( 60,993 ) 9.7

Non-deductible financing costs 7,222 ( 1.2 )

Other 2,107 ( 0.3 )

Statutory income tax rate differential 7,603 ( 1.2 )

Other 2,006 ( 0.3 )

Statutory income tax rate differential 64,010 ( 10.2 )

Deduction on subsidiary equity ( 90,788 ) 14.5

Other 827 ( 0.1 )

Other foreign jurisdictions 7,460 ( 1.2 )

Worldwide changes in unrecognized tax benefits ( 6,439 ) 0.9

Total income tax benefit $ ( 272,443 ) 43.4 %

________________________

(1) Related to Pillar two top-up taxes imposed by Ireland in respect of income in Malta

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The reconciliation between income tax benefit at the Irish statutory trading income tax rate of 12.5 percent, the jurisdiction of tax domicile of Jazz Pharmaceuticals, applied to the income before income tax benefit and equity in loss of investees and our reported income tax benefit for the years ended December 31, 2024 and 2023 was as follows (in thousands):

Year Ended December 31,

Income tax expense at the statutory income tax rate $ 58,794 $ 37,241

Change in valuation allowance 201,996 75,081

Deduction on subsidiary equity ( 180,460 ) ( 153,655 )

Change in estimates (1)

( 106,007 ) ( 5,472 )

Patent box incentive benefit (2)

( 65,413 ) ( 13,862 )

Research and other tax credits ( 65,255 ) ( 49,900 )

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Non-deductible facility expense 22 16,618

Non-deductible royalty expense — — 6,274

Other 3,913 3,661

Reported income tax benefit $ ( 91,429 ) $ ( 119,912 )

The 2024 patent box incentive benefit above includes a non-recurring benefit of $ 40.9 million related to a claim for benefits in Italy in respect of tax years 2020 to 2023.

The 2024 change in estimates above includes a benefit of $ 103.3 million that is fully offset by a related change in valuation allowance, resulting in a net nil impact to our income tax benefit.

________________________

(1) The 2024 change in estimates includes a benefit of $ 103.3 million that is fully offset by a related change in valuation allowance, resulting in a net nil impact to our income tax benefit.

(2) The 2024 patent box incentive benefit includes a non-recurring benefit of $ 40.9 million related to a claim for benefits in Italy in respect of tax years 2020 to 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table sets forth the details of income taxes paid, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 (in thousands):

Year Ended December 31,

Ireland $ 82,363

United States - federal 11,763

Total foreign 39,445

Total cash paid for income taxes, net of refunds $ 121,808

Significant components of our net deferred tax assets (liabilities) were as follows (in thousands):

Deferred tax assets:

Capitalized research and development $ 398,547 $ 295,779

Deduction on subsidiary equity carryforwards 395,115 393,960

Operating loss carryforwards 394,614 307,413

Capitalized research and development 295,779 201,186

Intangible assets 264,002 243,391

12 unchanged sentences

Total deferred tax liabilities ( 1,065,389 ) ( 1,188,817 )

Net deferred tax liabilities $ ( 116,491 ) $ ( 369,872 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net deferred tax assets (liabilities) $ 274,660 $ ( 116,491 )

The net change in valuation allowance was an increase of $ 20.5 million, $ 196.9 million, and $ 77.6 million in 2025, 2024 and 2023, respectively.

2 unchanged sentences

Deferred tax liabilities ( 594,470 ) ( 676,736 )

Net deferred tax liabilities $ ( 116,491 ) $ ( 369,872 )

As of December 31, 2024, we had NOL and tax credit carryforwards for U.S.

Net deferred tax assets (liabilities) $ 274,660 $ ( 116,491 )

As of December 31, 2025, we had net operating loss (“NOL”) and tax credit carryforwards for U.S.

federal income tax purposes of $ 432.3 million and $ 75.6 million, respectively, available to reduce future income subject to income taxes.

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state NOL carryforwards will expire, if not utilized, in the tax years 2026 to 2044.

As of December 31, 2024, there were NOL and other carryforwards for income tax purposes of $ 1,125.6 million, $ 790.3 million and $ 374.8 million available to reduce future income subject to income taxes in Malta, the United Kingdom and Ireland respectively.

The NOLs and other carryforwards generated in Malta, the United Kingdom and Ireland have no expiration date.

As of December 31, 2025, there

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

were NOL and other carryforwards for income tax purposes of $ 1,128.9 million, $ 980.2 million and $ 448.4 million available to reduce future income subject to income taxes in Malta, the U.K.

and Ireland respectively.

The NOLs and other carryforwards generated in Malta, the U.K.

and Ireland have no expiration date.

We also had foreign tax credit carryforwards in Ireland, as of December 31, 2025, of $ 113.4 million, which may only be utilized against certain sources of income.

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Such an annual limitation may result in the expiration of certain NOLs and tax credits before future utilization.

In addition, as a result of the Azur Merger, until 2022 we were subject to certain limitations under the Internal Revenue Code in relation to the utilization of U.S.

NOLs to offset U.S.

taxable income resulting from certain transactions.

Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable.

2 unchanged sentences

(federal and state) and foreign deferred tax assets which we maintain until sufficient positive evidence exists to support reversal.

As part of the overall change in valuation allowance, we recognized a net income tax expense of $ 202.0 million, $ 76.2 million and $ 95.1 million in 2024, 2023 and 2022, respectively, relating primarily to the creation of a valuation allowance against certain deferred tax assets primarily associated with carryforwards in foreign subsidiaries and foreign tax credit carryforwards in Ireland.

As part of the overall change in valuation allowance, we recognized a net income tax benefit of $ 204.9 million in 2025 and a net income tax expense of $ 202.0 million and $ 76.2 million in 2024 and 2023, respectively.

The FDA approval of Modeyso and its commercial launch in August 2025 provided sufficient positive evidence to support a change in judgment regarding the realizability of the deferred tax assets acquired through the Chimerix Acquisition.

We concluded it is more-likely-than-not that the assets will be realized through related future income.

Accordingly, the valuation allowance recorded at the acquisition date was released during the third quarter and we recognized a deferred tax asset of $ 212.5 million on the balance sheet, with a corresponding U.S federal and state income tax benefit in the income statement.

The changes in valuation allowance in 2024 and 2023 related primarily to the creation of a valuation allowance against certain deferred tax assets primarily associated with carryforwards in foreign subsidiaries and foreign tax credit carryforwards in Ireland.

We periodically evaluate the likelihood of the realization of deferred tax assets and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant taxing authorities, the progress of tax examinations and the regulatory approval of products currently under development.

2 unchanged sentences

No provision has been made for income tax on undistributed earnings of the Company’s foreign subsidiaries where such earnings are considered indefinitely reinvested in the foreign operations.

Temporary differences related to such earnings totaled $ 1.6 billion as of December 31, 2024.

In the event of the distribution of those earnings in the form of dividends, a sale of the subsidiaries, or certain other transactions, we may be liable for income taxes, subject to an adjustment, if any, for foreign tax credits.

2 unchanged sentences

As a result, we have recorded an unrecognized tax benefit for certain tax positions which we judge may not be sustained upon examination.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A reconciliation of our unrecognized tax benefits follows (in thousands):

4 unchanged sentences

Decreases related to prior year tax positions ( 648 ) ( 150 ) ( 12,702 )

Acquisition-related increases 18,663 — —

Decreases related to settlements with taxing authorities — ( 2,605 ) —

6 unchanged sentences

Included in the balance of unrecognized tax benefits were potential benefits of $ 101.2 million and $ 86.8 million at December 31, 2025 and 2024, respectively, that, if recognized, would affect the effective tax rate on income.

The Company believes that it is reasonably possible that $ 26.7 million of its currently remaining unrecognized tax benefits may be recognized by the end of 2025 as a result of a lapse of the statute of limitations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We file income tax returns in multiple tax jurisdictions, the most significant of which are Ireland, the U.K.

5 unchanged sentences

(at the federal level and in most states), carryforwards that were generated in 2020 and earlier may still be adjusted upon examination by the taxing authorities.

Certain of our Luxembourg subsidiaries are currently under examination by the Luxembourg taxing authorities for the years ended December 31, 2017, 2018 and 2019.

In October 2022 and January 2023, we received tax assessment notices from the Luxembourg taxing authorities for all open tax years relating to certain transfer pricing and other adjustments.

The notices propose additional Luxembourg income tax of approximately $ 23.3 million, translated at the foreign exchange rate as at December 31, 2024.

We disagree with the proposed assessments and are contesting them vigorously.

The Government of Ireland, the jurisdiction in which Jazz Pharmaceuticals Plc is incorporated, transposed the Global Minimum Tax Pillar Two rules into domestic legislation as part of the Finance (No.

2) Act 2023 (the "Finance Act").

The Finance Act closely follows the EU Minimum Tax Directive and certain OECD Guidance released to date.

The Company is within the scope of these rules, which took effect from January 1, 2024.

Under the new legislation, we are liable to pay a top-up tax for the difference between the Pillar Two effective tax rate per jurisdiction and the 15% minimum rate.

Certain of our Italian subsidiaries are currently under examination by the Italian taxing authorities for the years ended December 31, 2019, 2023, 2024 and 2025.

The Government of Ireland, the jurisdiction in which Jazz Pharmaceuticals plc is incorporated, transposed the Global Minimum Tax Pillar Two rules into domestic legislation with effect from January 1, 2024.

The legislation closely follows the EU Minimum Tax Directive and certain OECD Guidance released to date.

The Company is within the scope of these rules.

Under the legislation, we are liable to pay a top-up tax for the difference between the Pillar Two effective tax rate per jurisdiction and the 15% minimum rate.

The rules on how to calculate the Pillar Two effective tax rate are detailed and highly complex and specific adjustments envisaged in the Pillar Two legislation can give rise to different effective tax rates compared to those calculated for accounting purposes.

We account for Pillar Two top-up taxes as a current tax when they are incurred.

We do not believe we were subject to the top-up tax in 2024.

Our income tax benefit for 2025 includes a provision for Pillar Two top-up taxes of $ 32.2 million.

We were not subject to the top-up tax in 2024.

The proportion of our profit before tax which is subject to the top-up tax and our exposure to Pillar Two top-up taxes in future years will depend on factors such as future revenues, costs and foreign currency exchange rates.

We will continue to monitor changes in law and guidance in relation to Pillar Two.

Subsequent Events

On January 26, 2026, we completed the sale of our rare pediatric disease PRV for total cash consideration of $ 200.0 million.

We are entitled to 50 % of the post-tax proceeds with the remainder due to the former stockholders of Oncoceutics, Inc., which was acquired by Chimerix in 2021.

We received the PRV in connection with the approval of Modeyso by FDA for the treatment of adult and pediatric patients 1 year of age and older with diffuse midline glioma harboring an H3 K27M mutation in August 2025.

Valuation and Qualifying Accounts

21 unchanged sentences

(federal and state) and other foreign deferred tax assets where we continue to maintain a valuation allowance until sufficient positive evidence exists to support reversal.

(3) Deductions from the deferred tax asset valuation allowance include movements relating to utilization of NOLs and tax credit carryforwards, release in valuation allowance and other movements including adjustments following finalization of tax returns and currency translation adjustments.

Other additions in 2025 include recognition of a valuation allowance against deferred tax assets acquired through the Chimerix Acquisition, and currency translation adjustments.

(3) Deductions from the deferred tax asset valuation allowance in 2025 include the release of the valuation allowance recorded against the deferred tax assets acquired through the Chimerix Acquisition.

Deductions from the deferred tax asset valuation allowance also include movements relating to utilization of NOLs and tax credit and other carryforwards, other releases of valuation allowances and other movements including adjustments following finalization of tax returns and currency translation adjustments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures