Jazz Pharmaceuticals plc

Jazz Pharmaceuticals (JAZZ) entered into Amendment No. 4 to its Credit Agreement on September 23, 2026, converting outstanding Tranche B-2 Dollar Term Loans into a new Tranche B-3 class with a new maturity and lower rate; Jazz Lux also borrowed an additional $273.3 million in Tranche B-3 loans to repay unconverted Tranche B-2 amounts. The new tranche retains substantially the same security, covenants, and events of default. This is a routine term loan repricing and maturity extension — a liability management exercise that reduces near-term interest expense with no net new leverage.

Jazz Pharmaceuticals plc (JAZZ) announced on September 15, 2026 the completion of its acquisition of Actio Biosciences, Inc. (Delaware), which became a wholly-owned subsidiary. No acquisition price or Actio business details are disclosed in the filing body. This acquisition adds to Jazz's neuroscience and oncology pipeline; the 8-K Reg FD item confirms deal close but omits financial terms, which would have been disclosed in prior definitive agreement filings.

Jazz Pharmaceuticals plc closed a $1.25 billion private offering of 1.875% exchangeable senior notes due 2032, issued through its subsidiary Jazz Investments I Limited on August 31, 2026. The offering included the full exercise of the $150 million greenshoe option and was placed under an exemption from Securities Act registration (Section 4(a)(2)). The notes represent a material new debt obligation (Item 2.03) issued pursuant to a material definitive agreement (Item 1.01). The multi-item 8-K also covers related changes in the registrant's securities (Item 3.02) and other events (Item 8.01) associated with the note issuance.

Jazz Pharmaceuticals signed an Agreement and Plan of Merger to acquire Actio Biosciences, Inc. (private) for an upfront aggregate consideration of approximately $820 million (subject to customary adjustments for cash, debt, transaction expenses, and tax liabilities). The deal is structured as a merger of a Jazz subsidiary with Actio surviving as a wholly owned subsidiary of Jazz. This is a material, transformative acquisition expanding Jazz's pharmaceutical pipeline; the approximately $820M upfront value signals significant pipeline or commercial value attributed to Actio's assets.

Jazz Pharmaceuticals and Actio Biosciences jointly furnished a Reg FD press release on August 10, 2026, announcing the merger agreement (see companion 8-K Item 1.01 filed concurrently). The press release is Exhibit 99.1 to this filing; no additional substantive terms beyond the merger announcement are disclosed here. This is a routine companion Reg FD disclosure for the simultaneously reported approximately $820M merger transaction.

At Jazz Pharmaceuticals' 2026 Annual General Meeting (July 23, 2026, with 57.8M of 62.8M entitled shares voting), shareholders elected three directors (Bruce Cozadd, Heather Ann McSharry, Rick Winningham to 2029 terms), ratified KPMG as auditor for fiscal 2026, and approved executive compensation on a non-binding advisory basis (50.6M for vs. 3.3M against). This is a standard annual governance meeting with no contested proposals.