{"filing":{"accession_number":"0001193125-26-377073","cik":"0001232524","ticker":"JAZZ","company_name":"Jazz Pharmaceuticals plc","form":"8-K","filing_date":"2026-08-31","report_date":"2026-08-26","primary_document":"d127542d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1232524/000119312526377073/d127542d8k.htm"},"events":[{"id":30694,"run_id":28140,"accession_number":"0001193125-26-377073","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Jazz Pharmaceuticals completed a $1.25 billion private offering of 1.875% exchangeable senior notes due 2032 through its subsidiary Jazz Investments I Limited on August 31, 2026. The senior unsecured notes are fully guaranteed by the parent company and represent a material creation of direct financial obligations.","company_name":"Jazz Pharmaceuticals plc","ticker":"JAZZ","filing_date":"2026-08-31","form":"8-K","submitted_at":null,"items":[{"id":33368,"accession_number":"0001193125-26-377073","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Jazz Pharmaceuticals completed a $1.25 billion private offering of 1.875% exchangeable senior notes due 2032 through its subsidiary Jazz Investments I Limited on August 31, 2026. This represents the creation of a new direct financial obligation—a material debt issuance—governed by an indenture with U.S. Bank Trust Company as trustee. The notes are fully guaranteed by the parent company and constitute senior unsecured obligations. The filing discloses detailed terms including interest rates, maturity date, exchange provisions, redemption rights, and events of default, all hallmarks of a debt issuance under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33369,"accession_number":"0001193125-26-377073","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Jazz Pharmaceuticals announced and priced a $1.1 billion offering of exchangeable senior notes due 2032, creating a direct financial obligation. The notes are senior unsecured obligations guaranteed by the parent company, with a 1.875% interest rate and maturity in 2032. This is a material debt issuance that creates new direct financial obligations for the registrant, fitting squarely within the debt_issuance category under Item 2.03.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"","ticker":null,"filing_date":""},{"id":33371,"accession_number":"0001193125-26-377073","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Jazz Pharmaceuticals announced and priced a $1.1 billion offering of exchangeable senior notes due 2032 (upsized from $1.0 billion), creating a new direct financial obligation. The Item 8.01 disclosure describes the Purchase Agreement dated August 26, 2026, the pricing announcement on August 27, 2026, and key terms including the 1.875% interest rate, maturity date, and exchange provisions. This is a material debt issuance under Item 2.03 principles, disclosed here under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30695,"run_id":28140,"accession_number":"0001193125-26-377073","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Jazz Pharmaceuticals' exchangeable senior notes offering includes provisions for unregistered issuance of up to 5,014,125 ordinary shares upon exchange, with an initial exchange rate of 4.0113 shares per $1,000 principal amount (later priced at 2.8150 shares per $1,000), creating material potential equity dilution.","company_name":"Jazz Pharmaceuticals plc","ticker":"JAZZ","filing_date":"2026-08-31","form":"8-K","submitted_at":null,"items":[{"id":33370,"accession_number":"0001193125-26-377073","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Jazz Pharmaceuticals is conducting a private offering of $1.1 billion of exchangeable senior notes due 2032 to qualified institutional buyers under Rule 144A. The Item 3.02 disclosure explicitly addresses the unregistered issuance of ordinary shares upon exchange of the Notes, with a maximum of 5,014,125 ordinary shares potentially issuable at an initial exchange rate of 4.0113 shares per $1,000 principal amount (later priced at 2.8150 shares per $1,000). This is a classic dilutive equity issuance through convertible debt, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":33368,"accession_number":"0001193125-26-377073","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Jazz Pharmaceuticals completed a $1.25 billion private offering of 1.875% exchangeable senior notes due 2032 through its subsidiary Jazz Investments I Limited on August 31, 2026. This represents the creation of a new direct financial obligation—a material debt issuance—governed by an indenture with U.S. Bank Trust Company as trustee. The notes are fully guaranteed by the parent company and constitute senior unsecured obligations. The filing discloses detailed terms including interest rates, maturity date, exchange provisions, redemption rights, and events of default, all hallmarks of a debt issuance under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"Jazz Pharmaceuticals plc","ticker":"JAZZ","filing_date":"2026-08-31"},{"id":33369,"accession_number":"0001193125-26-377073","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Jazz Pharmaceuticals announced and priced a $1.1 billion offering of exchangeable senior notes due 2032, creating a direct financial obligation. The notes are senior unsecured obligations guaranteed by the parent company, with a 1.875% interest rate and maturity in 2032. This is a material debt issuance that creates new direct financial obligations for the registrant, fitting squarely within the debt_issuance category under Item 2.03.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"Jazz Pharmaceuticals plc","ticker":"JAZZ","filing_date":"2026-08-31"},{"id":33370,"accession_number":"0001193125-26-377073","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Jazz Pharmaceuticals is conducting a private offering of $1.1 billion of exchangeable senior notes due 2032 to qualified institutional buyers under Rule 144A. The Item 3.02 disclosure explicitly addresses the unregistered issuance of ordinary shares upon exchange of the Notes, with a maximum of 5,014,125 ordinary shares potentially issuable at an initial exchange rate of 4.0113 shares per $1,000 principal amount (later priced at 2.8150 shares per $1,000). This is a classic dilutive equity issuance through convertible debt, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"Jazz Pharmaceuticals plc","ticker":"JAZZ","filing_date":"2026-08-31"},{"id":33371,"accession_number":"0001193125-26-377073","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Jazz Pharmaceuticals announced and priced a $1.1 billion offering of exchangeable senior notes due 2032 (upsized from $1.0 billion), creating a new direct financial obligation. The Item 8.01 disclosure describes the Purchase Agreement dated August 26, 2026, the pricing announcement on August 27, 2026, and key terms including the 1.875% interest rate, maturity date, and exchange provisions. This is a material debt issuance under Item 2.03 principles, disclosed here under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-31T21:22:52.939163+00:00","company_name":"Jazz Pharmaceuticals plc","ticker":"JAZZ","filing_date":"2026-08-31"}]}