Item 2.02. Results of Operations and Financial Condition. Estimated Q3 Financial Impacts Related to the Actio Biosciences, Inc. Acquisition In connection with its acquisition of Actio Biosciences, Inc., a Delaware corporation (“Actio”), which was completed on September 15, 2026, Jazz Pharmaceuticals plc, an Irish public limited company (the “Company”) currently estimates that its GAAP and non-GAAP…
Filed Oct 26, 2026Accepted Oct 26, 2026, 4:03 PM EDTCIK 1232524Accession 0001628280-26-067275
Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a global biopharma 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 rare diseases - 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 research and development advancements across our robust pipeline of innovative therapeutics. Jazz is headquartered in Dublin, Ireland with research and development laboratories, manufacturing facilities and employees in multiple countries committed to serving patients worldwide.
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Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial Condition.
Estimated Q3 Financial Impacts Related to the Actio Biosciences, Inc. Acquisition
In connection with its acquisition of Actio Biosciences, Inc., a Delaware corporation (“Actio”), which was completed on September 15, 2026, Jazz Pharmaceuticals plc, an Irish public limited company (the “Company”) currently estimates that its GAAP and non-GAAP financial results for the third quarter of 2026 will include a pre-tax charge of approximately $755 million of acquired in-process research and development (“IPR&D”) expense. The expected IPR&D charge is not tax deductible and is estimated to represent an unfavorable impact of approximately $11.00 to both GAAP earnings per share (“EPS”) and non-GAAP adjusted EPS for the third quarter of 2026.
The Company’s results for the quarter ended September 30, 2026, have not been finalized and are subject to the Company’s financial statement closing procedures. There can be no assurance that actual results will not differ from the preliminary estimated results described herein. In addition, the estimated unaudited financial information in this Current Report on Form 8-K (this “Report”) does not present all information necessary for a complete understanding of the Company’s results for the quarter ended September 30, 2026, and should not be viewed as a substitute for the Company’s full condensed consolidated financial statements for the quarter ended September 30, 2026 prepared in accordance with GAAP.
The information in this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.