DEF 14A of Jazz Pharmaceuticals plc, Jun 8, 2026

DEF 14A of Jazz Pharmaceuticals plc

Filed Jun 8, 2026 · FY20250001232524-26-000029

Open on EDGAR

  1. Our Board

    Our Board

  2. Our Board

    | | | | | | | | | Committee Membership | | | | | Name and Principal Position | | Age | | Director Since | Independent | | Other Current Public Boards | Audit Committee | Compensation Committee | Nominating Committee | SMC | | 2026 DIRECTOR NOMINEES | | | | | | | | | | | | | | Bruce C. Cozadd Chairperson, Jazz Pharmaceuticals plc | | 62 | 2003(1) | | | 0 | | | | | | | Heather Ann McSharry Director, International Consolidated Airlines Group, S.A. | | 64 | 2013 | | | 1 | ⚬ | | ● | | | | | | | | | | | | | | | | | Rick E Winningham Chief Executive Officer, Theravance Biopharma, Inc. | | 66 | 2010(1) | | | 1 | | | ⚬ | ⚬ | | | | | | | | | | | | | | | CONTINUING DIRECTORS(2) | | | | | | | | | | | | | | Jennifer E. Cook Director, BridgeBio Pharma, Inc. and Denali Therapeutics Inc. | | 60 | 2020 | | | 2 | | ● | | ⚬ | | | | | | | | | | | | | | | | Patrick G. Enright Managing Director, Longitude Capital and Director, BioAge Labs, Inc., Vera Therapeutics, Inc., Veradermics, Inc. and Zenas BioPharma, Inc. | | 64 | 2009(1) | | | 4 | ⚬ | ⚬ | | | | | | | | | | | | | | | | | | Renee D. Gala President and CEO, Jazz Pharmaceuticals plc and Director, Dexcom, Inc. | | 54 | 2025 | | | 1 | | | | | | | | | | | | | | | | | | | | Laura J. Hamill Director, BB Biotech AG | | 61 | 2024 | | | 1 | | ⚬ | | | | | Patrick Kennedy Director, Jazz Pharmaceuticals plc | | 57 | 2024 | | | 0 | ● | | | | | | Ted W. Love, M.D. Director, Gilead Sciences, Inc., Royalty Pharma plc, and Structure Therapeutics Inc. | | 67 | 2025 | | | 3 | ⚬ | | | ⚬ | | | | | | | | | | | | | | | | Seamus C. Mulligan Director, Jazz Pharmaceuticals plc | | 65 | 2012 | | | 0 | | | | ⚬ | | | Norbert G. Riedel, Ph.D. Chairperson, Eton Pharmaceuticals, Inc. | | 68 | 2013 | | | 1 | | | ⚬ | ● | | | Mark D. Smith, M.D. Professor, University of California, San Francisco and Director, Phreesia, Inc. and Teladoc Health, Inc. | | 74 | 2020 | | | 2 | | | ⚬ | ⚬ | | | | | | | | | | | | | |

  3. Our Board

    ⭘ = Committee Member ⬤ = Committee Chair (1)Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. (2)Continuing directors do not include Anne O’Riordan, who notified us that she is not standing for re-election at the 2026 AGM. Her term of office as a director will expire at the 2026 AGM.

  4. Our Board

    | 4 | 2026 PROXY STATEMENT | |

  5. Our Board

    Director Skills, Experience and Background Our Board is composed of individuals with a variety of qualifications, skills, experience, backgrounds and other factors which, when taken together, provide our Board with a rich mix of perspectives to guide and oversee our evolving strategy and the long-term interests of shareholders. In addition, we believe that it is important for our Board to be comprised of individuals with varied tenures to provide for both fresh perspectives and deep experience and knowledge of our Company.

  6. Our Board

    | Skills and Experiences | | Cook | Cozadd | Enright | Gala | Hamill | Kennedy | Love | McSharry | Mulligan | O’Riordan (1) | Riedel | Smith | Winningham | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Public Company Board Experience Experience as a board member of a publicly-traded company | | | | | | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | C-Suite/Management Experience Experience as a C-suite officer or as a member of senior management of a large or growing business | | | | | | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | | Industry Expertise Knowledge of the healthcare and biopharmaceutical industry, including, as applicable, science, manufacturing, regulatory compliance and payer dynamics | | | | | | | | | | | | | | | | | ● | ● | ● | ● | | ● | ● | ● | | ● | ● | | ● | | | Financial Experience Experience in positions requiring financial knowledge and analysis with expertise in the evaluation of a large or growing company’s capital structure | | | | | | | | | | | | | | | | | | ● | ● | ● | | ● | ● | ● | ● | | ● | | ● | | | Merger & Acquisition/Corporate Development Experience or expertise in structuring financing and executing strategic acquisitions, partnerships, and other corporate development activities | | | | | | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | ● | | | Commercial Experience Experience or expertise in cultivating a large or growing business’s brand equity, the development and management of business relationships with customers and the process of reimbursement of pharmaceutical products | | | | | | | | | | | | | | | | | ● | | ● | | | | ● | | ● | | ● | ● | ● | | | Scientific Research and Drug Development Experience Relevant backgrounds in academia, clinical practice, science and technology and, in particular, the R&D of pharmaceutical products | | | | | | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | | International Perspective Experience or expertise in the operation of complex multinational organizations | | | | | | | | | | | | | | | | | | ● | ● | ● | | ● | ● | ● | | | ● | ● | ● | | | Public Policy and Regulation Experience operating in a highly regulated industry, navigating governmental or public policy matters related to medicines and healthcare products | | | | | | | | | | | | | | | | | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | | Human Capital Experience leading larger teams with diverse functions and human capital management initiatives generally, including leadership development, succession planning, executive recruitment, oversight of corporate culture, workforce matters, and compensation | | | | | | | | | | | | | |

  7. Our Board

    Indicates experience/expertise in subject matter. (1)Ms. O’Riordan notified us that she is not standing for re-election at the 2026 AGM. Her term of office as a director will expire at the 2026 AGM.

  8. Our Board

    | | 2026 PROXY STATEMENT | 5 |

  9. Election of Directors

    Election of Directors After evaluating the above factors and any additional relevant factors, our Nominating Committee recommended and our Board approved the following three Class III director nominees for election at our 2026 AGM: Bruce C. Cozadd, Heather Ann McSharry and Rick E Winningham. As required under Irish law and our Constitution, the resolution in respect of this proposal is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast with respect to each director nominee. If elected, each director will hold office for a three-year term, until the 2029 AGM and until his or her successor has been elected and qualified, or, if sooner, until his or her death, resignation, retirement, disqualification or removal. Each nominee listed below is currently a director of our Company and was previously elected by our shareholders at our 2023 AGM. Our Board currently has 13 members and there are no vacancies. On May 25, 2026, Anne O’Riordan notified us that she would not stand for re-election to our Board upon the completion of her current term. Ms. O’Riordan is a Class III director whose current term expires at our 2026 AGM. As a result, our Board will reduce to 12 members effective immediately prior to the conclusion of our 2026 AGM. Consistent with the Board’s commitment to ongoing board refreshment and board effectiveness, the Board will continue to evaluate its composition to facilitate orderly succession.

  10. Election of Directors

    | | | | OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE NAMED BELOW: •Bruce C. Cozadd •Heather Ann McSharry •Rick E Winningham | | | | |

  11. Election of Directors

    Each nominee has consented to being named as a nominee in our proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. If any nominee becomes unavailable for election as a result of an unexpected occurrence, the proxy holders will vote your proxy for the election of any substitute nominee as may be proposed by our Nominating Committee. Under our Constitution, if, at any AGM, the number of directors is reduced below the minimum prescribed by our Board pursuant to our Constitution due to the failure of any director nominee to receive the affirmative vote of a majority of the votes cast, then in those circumstances, the nominee or nominees who receive the highest number of votes in favor of election will be elected in order to maintain such prescribed minimum number of directors. Each such director would remain a director (subject to the provisions of the 2014 Act and our Constitution) only until the conclusion of the next AGM unless he or she is re-elected at such time. The following includes a brief biography of each director nominee and each of our other directors as of June 8, 2026.

  12. Election of Directors

    | | 2026 PROXY STATEMENT | 9 |

  13. Election of Directors

    Our 2026 Director Nominees

  14. Election of Directors

    | | | BACKGROUND: Bruce C. Cozadd serves as our Chairperson and previously served as our CEO from the closing of the Azur Merger in January 2012 until August 11, 2025, following which he served in a transition role through September 14, 2025, and subsequently retired. Following his retirement, Mr. Cozadd continues to serve as our Chairperson, providing us with ongoing leadership and strategic guidance. Mr. Cozadd co-founded Jazz Pharmaceuticals, Inc. and served from 2003 until 2009, as Jazz Pharmaceuticals, Inc.’s Executive Chairperson and as a member of its board of directors and, from 2009 until the Azur Merger, served as CEO. From 1991 until 2001, he held various positions with ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson, including as Executive Vice President and COO, with responsibility for R&D, manufacturing and sales and marketing. Previously at ALZA Corporation, he held the roles of CFO and Vice President, Corporate Planning and Analysis. From February 2022 until May 2025, Mr. Cozadd served on the board of directors, and as Chairperson from February 2023 until May 2025, of ACELYRIN, Inc., a late-stage clinical biopharma company that merged with Alumis Inc. in May 2025. He also serves on the board of The Nueva School. He holds a B.S. from Yale University and an M.B.A. from the Stanford Graduate School of Business. REASONS FOR NOMINATION: Mr. Cozadd’s extensive leadership experience having served as co-founder and our CEO for over 15 years, brings to our Board a deep and comprehensive knowledge of our business, as well as shareholder-focused insight into effectively executing our strategy and business plans to maximize shareholder value. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | Bruce C. Cozadd CHAIRPERSON AGE: 62 DIRECTOR SINCE: 2003* COMMITTEES: None OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | * Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. | | | | | | | | | | |

  15. Election of Directors

    | | BACKGROUND: Heather Ann McSharry has served as a member of our Board since May 2013 and was appointed as chair of our Nominating Committee in August 2017. Ms. McSharry has served as a non-executive director on the board of directors of International Consolidated Airlines Group, S.A. since 2020 and as Senior Independent Director of International Consolidated Airlines Group, S.A. since June 2022. From 2006 to 2009, Ms. McSharry was Managing Director Ireland of Reckitt Benckiser, a multinational health, home and hygiene consumer products company. From 1989 to 2006, she held various positions at Boots Healthcare, a global consumer healthcare company, most recently as Managing Director of Boots Healthcare Ireland Limited. Ms. McSharry served on the boards of directors of the Bank of Ireland from 2007 to 2011, the Industrial Development Agency in Ireland from 2010 to 2014, Uniphar plc from 2019 to 2020, CRH plc from 2012 to 2021 and Greencore Group plc from 2013 to 2021. Ms. McSharry holds a BComm and a MBS degree from University College Dublin. REASONS FOR NOMINATION: Ms. McSharry brings to our Board over 30 years of experience in multiple international industries, as well as expertise in crisis management, risk oversight and financial services relevant to our business. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | Heather Ann McSharry INDEPENDENT DIRECTOR AGE: 64 DIRECTOR SINCE: 2013 COMMITTEES: Nominating Committee (Chair) Audit Committee Transaction Committee OTHER CURRENT PUBLIC BOARDS: International Airlines Group, S.A. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  16. Election of Directors

    | 10 | 2026 PROXY STATEMENT | |

  17. Election of Directors

    | | | BACKGROUND: Rick E Winningham served as a member of our Board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2010 until the closing of the Azur Merger. In May 2014, Mr. Winningham was appointed as LID of our Board. Mr. Winningham serves on the board of directors of Theravance Biopharma, Inc., a biopharmaceutical company, having served as its Chairperson from July 2013 to October 2024. He has served as CEO of Theravance Biopharma, Inc. since its spin-off from Theravance, Inc. (now Innoviva, Inc.) in June 2014. From October 2001 to August 2014, Mr. Winningham served as CEO of Theravance, Inc., where he also served as Chairperson of the board of directors from April 2010 to October 2014. From 1997 to 2001, he served as President of Bristol-Myers Squibb Oncology/Immunology Therapeutics Network and, from 2000 to 2001, as President of Global Marketing. Mr. Winningham is a member of Biotechnology Innovation Organization’s board of directors. He is also cofounder of and strategic advisor to Praxis Bioresearch. He has served as a member of the board of directors of Rivus Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, since February 2024. He previously served as a member of the board of directors of Retrotope, Inc., a private biotechnology company focused on cell degeneration, from February 2021 to January 2022 and OncoMed Pharmaceuticals, Inc. from June 2015 until the company’s merger with Mereo BioPharma Group plc in April 2019. He also served as a member of the board of directors of the California Healthcare Institute from November 2011 to March 2015 and served as its Chairperson from January 2014 until the California Healthcare Institute merged with Bay Area Bioscience Association to become the California Life Sciences Association in March 2015. Mr. Winningham served on the board of directors of California Life Sciences Association from March 2015 to July 2023, and served as its Chairperson from March 2015 until November 2015. Mr. Winningham holds an M.B.A. from Texas Christian University and a B.S. from Southern Illinois University. REASONS FOR NOMINATION: Mr. Winningham brings to our Board experience in senior management positions in the pharmaceuticals industry providing significant industry knowledge and operational and management expertise, along with a deep knowledge of global marketing, commercialization and market access. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | | | Rick E Winningham INDEPENDENT DIRECTOR AGE: 66 DIRECTOR SINCE: 2010* COMMITTEES: Nominating Committee SMC OTHER CURRENT PUBLIC BOARDS: Theravance BioPharma, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | * Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. | | | | | | | | | | | |

  18. Election of Directors

    | | OUR BOARD RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE NAMED ABOVE. | | | |

  19. Election of Directors

    | | 2026 PROXY STATEMENT | 11 |

  20. Election of Directors

    Directors Continuing in Office(1)

  21. Election of Directors

    | | BACKGROUND: Jennifer E. Cook has served as a member of our Board since December 2020 and was appointed chair of our Compensation Committee in April 2022. Ms. Cook serves as a non-executive director on the boards of directors of two other publicly-held companies, Denali Therapeutics Inc. and BridgeBio Pharma, Inc., both biotechnology companies. Ms. Cook founded Jennifer Cook Consulting, a consulting company, and has served as Principal since July 2019. From January 2018 to June 2019, Ms. Cook was the CEO at GRAIL, Inc., a privately-held early cancer detection diagnostic company. Prior to that, Ms. Cook worked at Roche Pharmaceuticals/Genentech, a global biotechnology company, for 25 years, where she held a number of senior management positions covering the full lifecycle of product development and commercialization. From 2010 to 2013, she oversaw Genentech’s U.S. Immunology and Ophthalmology Business Unit, and from 2013 to 2016, she led Roche’s European commercial business. She also served as Roche’s Global Head of Clinical Operations throughout 2017. In 2016, Ms. Cook was recognized as Woman of the Year by the Healthcare Businesswoman’s Association. Ms. Cook holds a B.A. in Human Biology and a M.S. in Biology from Stanford University and an M.B.A. from the Haas School of Business at University of California, Berkeley. REASONS FOR SERVICE ON OUR BOARD: Ms. Cook brings to our Board over 30 years of biopharmaceutical experience with significant C-suite, global product development and commercialization expertise, with a focus on transformative growth. KEY SKILLS: | | | | | | | | | | | | | | | | | | | Jennifer E. Cook INDEPENDENT DIRECTOR AGE: 60 DIRECTOR SINCE: 2020 DIRECTOR CLASS: II TERM EXPIRATION: 2028 COMMITTEES: Compensation Committee (Chair) SMC OTHER CURRENT PUBLIC BOARDS: BridgeBio Pharma, Inc. Denali Therapeutics, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  22. Election of Directors

    | (1)Continuing directors does not include Anne O’Riordan who notified us that she is not standing for re-election at the 2026 AGM. Her term of office as a director will expire at the 2026 AGM. |

  23. Election of Directors

    | 12 | 2026 PROXY STATEMENT | |

  24. Election of Directors

    | | | BACKGROUND: Patrick G. Enright has served as a member of our Board since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2009 until the closing of the Azur Merger. Mr. Enright co-founded Longitude Capital, a healthcare focused venture capital firm, where he has served as a Managing Director since 2006. Mr. Enright currently serves on the boards of directors of Vera Therapeutics, Inc., BioAge Labs, Inc., Veradermics, Inc. and Zenas BioPharma, Inc., all public biotechnology companies, as well as several privately held healthcare companies. From 2002 to 2007, Mr. Enright was a Managing Director of Pequot Ventures (now known as FirstMark Capital), a venture capital firm, where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including holding senior executive positions at Valentis, Boehringer Mannheim GmbH (acquired by Roche) and Sandoz AG. Mr. Enright previously served on the boards of directors of over twenty companies, including, Aptinyx Inc., from 2016 to 2022, Aimmune Therapeutics, Inc. from 2013 until its acquisition by Nestlé in 2020, Vaxcyte, Inc. from 2015 to 2020, and Corcept Therapeutics Incorporated from 2008 to 2017. Mr. Enright holds a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. REASONS FOR SERVICE ON OUR BOARD: Based on his experience serving on the boards of several clinical-stage biotechnology companies and his investment experience in the life sciences industry, Mr. Enright brings to our Board operating experience and financial expertise in the life sciences industry. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | | | Patrick G. Enright INDEPENDENT DIRECTOR AGE: 64 DIRECTOR SINCE: 2009* DIRECTOR CLASS: II TERM EXPIRATION: 2028 COMMITTEES: Audit Committee Compensation Committee OTHER CURRENT PUBLIC BOARDS: BioAge Labs Inc Vera Therapeutics, Inc. Veradermics, Inc. Zenas Biopharma, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | * Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor. | | | | | | | | | | | |

  25. Election of Directors

    | | 2026 PROXY STATEMENT | 13 |

  26. Election of Directors

    | | BACKGROUND: Renee D. Gala has served as a member of our Board and President and CEO since August 2025. Previously, Ms. Gala was our President and COO from October 2023, where she oversaw Jazz’s global business operations, which include commercial, medical, research and development, technical operations and quality, as well as corporate strategy; Ms. Gala joined Jazz as Executive Vice President and CFO in March 2020. From January to June 2019, Ms. Gala served as the CFO of GRAIL, Inc., a private healthcare company focused on the early detection of cancer. Prior to that, from December 2014 to January 2019, she served as Senior Vice President and CFO of Theravance Biopharma, Inc., a biopharmaceutical company, following its spin-out from Theravance, Inc. (now Innoviva, Inc.). Ms. Gala joined Theravance in 2006 and held various roles in the finance organization before leading the company’s spin-out transaction. Prior to that, Ms. Gala served in various roles in global treasury, pharmaceutical sales and corporate strategy/business development at Eli Lilly and Company, a global pharmaceutical company, from 2001 to 2006. Before joining Eli Lilly and Company, Ms. Gala spent seven years in the energy industry in positions focused on corporate finance, project finance, and mergers and acquisitions. Ms. Gala currently serves on the board of Dexcom, Inc., a healthcare company, and has previously served on the board of directors of multiple biotech companies, including Gyroscope Therapeutics (acquired by Novartis), Corcept Therapeutics and Gossamer Bio, Inc. Ms. Gala holds a B.S. in Mathematics from Vanderbilt University and an M.B.A. from Columbia Business School. REASONS FOR SERVICE ON OUR BOARD: Ms. Gala brings to our Board more than 30 years of experience across finance, strategy, corporate development and commercialization. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | Renee D. Gala PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR AGE: 54 DIRECTOR SINCE: 2025 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: None OTHER CURRENT PUBLIC BOARDS: Dexcom, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  27. Election of Directors

    | | BACKGROUND: Laura J. Hamill has served as a member of our Board since July 2024. Ms. Hamill currently serves on the board of directors of BB Biotech AG, a publicly-held Swiss- based investment fund since March 2022. Ms. Hamill also serves on the board of directors of Unchained Labs, LLC, a privately held life sciences tools company and is a consultant for Launch Therapeutics, Inc., which is part of the healthcare investment group of Carlyle. Ms. Hamill previously served on the boards of directors of biopharmaceutical companies Acceleron Pharma Inc. from September 2020 to December 2021, AnaptysBio, Inc. from September 2019 to June 2023, Pardes Biosciences, Inc. from July 2021 to July 2023, Scilex Holding Company from November 2022 to August 2023 and Y-mAbs Therapeutics, Inc. from June 2020 to September 2025. Ms. Hamill held the position of Executive Vice President, Worldwide Commercial Operations, for Gilead Sciences, Inc., a biopharmaceutical company, and served in various executive management positions at Amgen Inc., a global biotechnology company, culminating in her role as Senior Vice President, U.S. Commercial Operations. She has extensive experience living and working overseas. Ms. Hamill holds a degree in Business Administration with an emphasis in Marketing from the University of Arizona. REASONS FOR SERVICE ON OUR BOARD: Ms. Hamill brings over 35 years of commercial expertise in the biopharmaceutical industry to our board of directors, having held a variety of executive leadership positions in the U.S. and internationally. KEY SKILLS: | | | | | | | | | | | | | | | Laura J. Hamill INDEPENDENT DIRECTOR AGE: 61 DIRECTOR SINCE: 2024 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Compensation Committee OTHER CURRENT PUBLIC BOARDS: BB Biotech AG | | | | | | | | | | | | | | | | | | | | | | |

  28. Election of Directors

    | 14 | 2026 PROXY STATEMENT | |

  29. Election of Directors

    | | BACKGROUND: Patrick Kennedy has served as a member of our Board since March 2024 and was appointed chair of our Audit Committee in August 2024. Mr. Kennedy served on the board of directors of the Bank of Ireland from 2010 to 2024, and served as its Governor and Chairman from 2018 to 2024. Previously, Mr. Kennedy was the CEO of Paddy Power plc (now a part of Flutter Entertainment plc), a leading Irish brand, for nine years ending in 2014. Additionally, Mr. Kennedy was previously CFO of Greencore Group plc, and held prior roles with KPMG Corporate Finance and McKinsey & Company. Mr. Kennedy served as a non-executive director of Elan Corporation plc, a biotechnology company, and of online retailer ASOS plc. He is currently also the chair and non-executive director of CarTrawler, a B2B technology platform for car rental and mobility solutions, and the Honorary Treasurer of the Irish Rugby Football Union. He holds a BComm degree (Banking & Finance) and a Post Graduate Diploma in Accountancy from University College Dublin. Mr. Kennedy also holds a Post Graduate Diploma in Statistics from Trinity College Dublin and he is a Fellow of the Institute of Chartered Accountants in Ireland. REASONS FOR SERVICE ON OUR BOARD: Mr. Kennedy brings to our Board over 30 years of experience including extensive financial and operating expertise in managing dynamic, high growth-oriented companies. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | Patrick Kennedy INDEPENDENT DIRECTOR AGE: 57 DIRECTOR SINCE: 2024 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Audit Committee (Chair) Transaction Committee OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  30. Election of Directors

    | | BACKGROUND: Ted W. Love has served as a member of our Board since December 2025. Dr. Love served as president and CEO of Global Blood Therapeutics, Inc., a global biopharmaceutical company, from 2014 until its acquisition by Pfizer Inc. in 2023. Previously, Dr. Love served as Executive Vice President of R&D and technical operations at Onyx Pharmaceuticals, Inc., a pharmaceutical company, and President, CEO/chairman of Nuvelo, Inc., a biopharmaceutical company. Dr. Love began his biotechnology career at Genentech, Inc., a global biotechnology company, where he held several management positions. Dr. Love currently serves on the boards of biopharmaceutical companies Gilead Sciences, Inc., Royalty Pharma plc, and Structure Therapeutics Inc., and is the immediate past chair of the Biotechnology Innovation Organization board of directors. He earned a B.A. in molecular biology from Haverford College and his medical degree from Yale Medical School, followed by a residency in internal medicine and a fellowship in cardiology at Massachusetts General Hospital. REASONS FOR SERVICE ON OUR BOARD: Dr. Love brings to our Board more than 30 years of biopharmaceutical leadership with deep expertise in drug development, commercialization, and public policy. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | Ted W. Love, M.D. INDEPENDENT DIRECTOR AGE: 67 DIRECTOR SINCE: 2025 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Audit Committee SMC OTHER CURRENT PUBLIC BOARDS: Gilead Sciences, Inc. Royalty Pharma plc Structure Therapeutics Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  31. Election of Directors

    | | 2026 PROXY STATEMENT | 15 |

  32. Election of Directors

    | | BACKGROUND: Seamus Mulligan has served as a member of our Board since the closing of the Azur Merger in January 2012. Mr. Mulligan was a founder and principal investor of Azur Pharma and was Azur Pharma’s Chairperson and CEO as well as being a member of its board of directors from 2005 until January 2012. Mr. Mulligan also served as our Chief Business Officer, International Business Development from January 2012 until February 2013. Between 2014 and 2018, Mr. Mulligan served as Chairperson and CEO of Adapt Pharma Limited, a specialty pharmaceutical company, until it was acquired in October 2018 by Emergent BioSolutions Inc., a multinational specialty biopharmaceutical company. Mr. Mulligan acted as a Consultant to Emergent BioSolutions Inc. from October 2018 to March 2019, when he was appointed to its board of directors on which he served until his resignation from the board in May 2020. From 2006 to 2017, Mr. Mulligan served as Executive Chairperson of Circ Pharma Limited and its subsidiaries, a pharmaceutical development stage group. From 1984 until 2004, Mr. Mulligan held various positions with Elan Corporation plc, a pharmaceutical company, most recently as Executive Vice President, Business and Corporate Development, and prior to that position, held the roles of President of Elan Pharmaceutical Technologies, the drug delivery division of Elan Corporation plc, Executive Vice President, Pharmaceutical Operations, Vice President, U.S. Operations and Vice President, Product Development. Mr. Mulligan served as a member of the board of directors of the U.S. National Pharmaceutical Council until 2004. Mr. Mulligan holds a B.Sc. (Pharm) and M.Sc. from Trinity College Dublin. REASONS FOR SERVICE ON OUR BOARD: As a founder of Adapt Pharma Limited and Azur Pharma, and a pharmaceutical industry executive, Mr. Mulligan brings to our Board an expertise in business development and over 40 years of experience in the pharmaceutical industry. KEY SKILLS: | | | | | | | | | | | | | | | | | Seamus C. Mulligan INDEPENDENT DIRECTOR AGE: 65 DIRECTOR SINCE: 2012 DIRECTOR CLASS: II TERM EXPIRATION: 2028 COMMITTEES: SMC Transaction Committee (Chair) OTHER CURRENT PUBLIC BOARDS: None | | | | | | | | | | | | | | | | | | | | | | | | | |

  33. Election of Directors

    | 16 | 2026 PROXY STATEMENT | |

  34. Election of Directors

    | | BACKGROUND: Norbert G. Riedel, Ph.D. has served as a member of our Board since May 2013 and was appointed chair of our SMC in April 2022. Dr. Riedel currently serves as Chairperson of the board of Eton Pharmaceuticals, Inc., a publicly-held, commercial-stage pharmaceutical company and previously served on the board of Alcyone Therapeutics, Inc., a privately-held clinical-stage biotechnology company. Dr. Riedel also currently serves on the boards of directors of Knoa Pharmaceuticals LLC, Angitia Biopharmaceuticals, Inc. and Atsena Therapeutics, Inc., all privately-held clinical-stage biopharmaceutical companies. Dr. Riedel also serves on the boards of directors of Atlas Clinical Research, a privately held clinical research organization and Illinois Biotechnology Industry Organization, a non-profit organization. He is a member of the Austrian Academy of Sciences and is an Adjunct Professor at Boston University School of Medicine and an Adjunct Professor of Medicine at Northwestern University’s Feinberg School of Medicine. Dr. Riedel served as Executive Chairperson of Aptinyx Inc. from January 2022 to May 2023, as CEO from September 2015 to December 2021 and as President from September 2015 to December 2020. Aptinyx Inc. was a biopharmaceutical company spun out of its predecessor company, Naurex, Inc., where Dr. Riedel served as CEO and President from January 2014 to September 2015. From 2001 to 2013, he served as Corporate Vice President and Chief Scientific Officer of Baxter International Inc., a diversified healthcare company, where from 1998 to 2001, he also served as President and General Manager of the recombinant therapeutic proteins business unit and Vice President of R&D of the bioscience business unit. From 1996 to 1998, Dr. Riedel served as head of worldwide biotechnology and worldwide core research functions at Hoechst-Marion Roussel, now Sanofi, a global pharmaceutical company. Dr. Riedel served on the board of directors of Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company, from October 2020 until it was acquired in August 2024 and on the board of directors of Ariad Pharmaceuticals, Inc., an oncology company, from May 2011 until the company was acquired in February 2017. Dr. Riedel holds a Diploma in biochemistry and a Ph.D. in biochemistry from the University of Frankfurt. REASONS FOR SERVICE ON OUR BOARD: Dr. Riedel brings over 30 years of experience in the biotechnology and pharmaceutical industries to our Board with significant scientific, drug discovery and development, and commercial expertise. Dr. Riedel also leverages this pharmaceutical research experience in his position as chairperson of our SMC. KEY SKILLS: | | | | | | | | | | | | | | | | | | | | | | | Norbert G. Riedel, Ph.D. INDEPENDENT DIRECTOR AGE: 68 DIRECTOR SINCE: 2013 DIRECTOR CLASS: II TERM EXPIRATION: 2028 COMMITTEES: SMC (Chair) Nominating Committee OTHER CURRENT PUBLIC BOARDS: Eton Pharmaceuticals, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

  35. Election of Directors

    | | 2026 PROXY STATEMENT | 17 |

  36. Election of Directors

    | | BACKGROUND: Mark D. Smith, M.D. has served as a member of our Board since December 2020. Dr. Smith is a practicing physician and professor of clinical medicine at the University of California at San Francisco, where he has served since 1994. He also serves as a non-executive director on the boards of directors of two other publicly-held companies, Teladoc Health, Inc., a telemedicine and virtual healthcare company, and Phreesia, Inc., a healthcare software company. Dr. Smith also serves on the board of directors of Prealize Health, a privately-held predictive healthcare analytics company. From 1996 to 2013, Dr. Smith was the founding President and CEO of the California HealthCare Foundation, an independent non-profit philanthropy organization. From 1991 to 1996, he served as Executive Vice President at the Henry J. Kaiser Family Foundation. Dr. Smith holds a B.A. from Harvard College, an M.D. from the University of North Carolina at Chapel Hill and an M.B.A. from The Wharton School at the University of Pennsylvania. REASONS FOR SERVICE ON OUR BOARD: Dr. Smith brings to our board of directors an impressive background that marries the worlds of active medical practice and business development. A practicing physician and professor, Dr. Smith also has experience working for a variety of health focused companies both public and private. Dr. Smith has a deep understanding of the trends in public policy and future trends in healthcare delivery systems in the U.S. KEY SKILLS: | | | | | | | | | | | | | Mark D. Smith, M.D. INDEPENDENT DIRECTOR AGE: 74 DIRECTOR SINCE: 2020 DIRECTOR CLASS: I TERM EXPIRATION: 2027 COMMITTEES: Nominating Committee SMC OTHER CURRENT PUBLIC BOARDS: Phreesia, Inc. Teladoc Health, Inc. | | | | | | | | | | | | | | | | | | | |

  37. Election of Directors

    | 18 | 2026 PROXY STATEMENT | |

  38. Director Compensation

    Director Compensation Director Compensation Policy

  39. Overview of Director Compensation

    Overview of Director Compensation The members of our Board play a critical role in guiding our strategic direction and overseeing our management. The market for highly qualified and experienced directors for large public companies is competitive given the demanding nature of the role, the significant responsibilities, and the associated time commitment and risks. Given these factors, it is essential for us to provide a competitive compensation program for our non-employee directors. Our non-employee directors receive a combination of annual cash retainers and annual equity awards. The equity grants made pursuant to our Director Compensation Policy are granted under the 2007 Directors Plan. Our Director Compensation Policy was originally approved by our Board in 2013 and has subsequently been amended most recently in October 2025. Our Compensation Committee reviews our non-employee director compensation program annually with Aon and recommends any appropriate changes to our Board for their consideration and approval. The review includes a comparison of our program to the programs of the same peer group companies used for executive compensation decision-making, recent trends in director compensation and related corporate governance best practices.

  40. Limit on Director Compensation

    Limit on Director Compensation In any case, the aggregate value of all compensation granted or paid, as applicable, to any non-employee director with respect to any period commencing on the date of our AGM for a particular year and ending on the day immediately prior to the date of our AGM for the subsequent year, including equity awards granted and cash fees paid by us to the non-employee director, will not exceed (i) $750,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the Board during that same period, $1,350,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

  41. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025

  42. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Jennifer E. Cook | 127,500 | 393,064 | 520,564 | | Patrick G. Enright | 102,500 | 393,064 | 495,564 | | Laura J. Hamill | 87,500 | 393,064 | 480,564 | | Patrick Kennedy | 110,000 | 393,064 | 503,064 | | Ted W. Love M.D.(4) | 8,542 | — | 8,542 | | Heather Ann McSharry | 135,000 | 393,064 | 528,064 | | Seamus C. Mulligan | 107,500 | 393,064 | 500,564 | | Kenneth W. O’Keefe(5) | 82,846 | 393,064 | 475,910 | | Anne O’Riordan | 102,500 | 393,064 | 495,564 | | Norbert G. Riedel, Ph.D. | 125,000 | 393,064 | 518,064 | | Mark D. Smith, M.D. | 97,500 | 393,064 | 490,564 | | Rick E Winningham | 162,500 | 393,064 | 555,564 |

  43. Director Compensation for Fiscal 2025

    Note: Amounts may not total due to rounding. (1)The dollar amounts in this column represent each non-employee director’s actual cash compensation earned for board services in 2025, which is equal to the aggregate of $75,000 per year for service as a member of the board (prorated for any partial year of service) plus supplemental amounts for his or her service on one or more board committees, and for Mr. Winningham, for service as LID. Each non-employee director’s cash compensation was earned and payable in four quarterly installments (except for any such cash paid for service on the transaction committee), as further described above. Fees paid to each of Ms. McSharry, Ms. O’Riordan, Mr. Mulligan and Mr. Kennedy were paid in European Currency (Euros). The conversion to U.S. dollars was calculated based on the average exchange rate for each quarter as reported by the OANDA Corporation. (2)The dollar amounts in this column reflect the grant date fair value of RSU awards made on August 7, 2025, computed in accordance with FASB ASC 718. The grant date fair value of each RSU award is measured based on the closing price of our ordinary shares on the date of grant. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors. (3)The aggregate number of shares subject to outstanding stock options and RSU awards held by the non-employee directors listed in the table above as of December 31, 2025 was as follows: 15,305 stock options and 3,507 RSUs for Mr. Enright; 22,135 stock options for Mr. O'Keefe; 22,135 stock options and 3,507 RSUs for each of Mr. Mulligan and Mr. Winningham, and Dr. Riedel; 6,475 stock options and 3,507 RSUs for each of Ms. Cook and Dr. Smith; 18,670 stock options and 3,507 RSUs for Ms. O'Riordan; 18,720 stock options and 3,507 RSUs for Ms. McSharry; and 3,507 RSUs for each of Ms. Hamill and Mr. Kennedy. (4)Dr. Love was elected to our Board effective as of December 1, 2025. (5)Mr. O’Keefe retired from our Board effective as of December 1, 2025. In connection with his retirement and in recognition of his service, our Board approved an amendment to his RSU award originally granted on August 7, 2025 to allow a pro-rated portion of such award to vest on December 1, 2025; the remainder of the award was cancelled for no value.

  44. Director Compensation for Fiscal 2025

    | 22 | 2026 PROXY STATEMENT | |

  45. Key Features of Our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | ✓ | Design executive compensation to align pay with performance | ✗ | No excessive CIC or severance arrangements | | ✓ | Balance short-term and long-term incentive compensation, with a majority of executive compensation being “at-risk” | ✗ | No “single-trigger” cash or equity CIC benefits | | ✓ | Grant equity awards that vest based on performance goals over a multi-year performance period | ✗ | No repricing of underwater stock options without prior shareholder approval | | ✓ | Maintain executive share ownership guidelines | ✗ | No excessive perquisites | | ✓ | Provide “double-trigger” CIC benefits | ✗ | No tax gross ups on severance or CIC benefits | | ✓ | Prohibit hedging and pledging by executive officers and directors | ✗ | No post-termination retirement or pension benefits that are not available to employees generally | | ✓ | Maintain a clawback policy | ✗ | No guaranteed bonuses or base salary increases | | ✓ | Establish threshold and maximum levels of achievement for payouts under our performance-vesting equity awards and maximum levels of achievement for payouts under our annual performance bonus plan, including an overall cap on individual payout amounts | | | | ✓ | Have 100% independent directors on our Compensation Committee | | | | ✓ | Retain independent compensation consultant who reports directly to our Compensation Committee | | | | ✓ | Our Compensation Committee meets regularly in executive session without management present | | |

  46. Annual Performance Bonus

    Annual Performance Bonus Our 2025 annual bonus program provides for a cash bonus based on the achievement of pre-established corporate objectives, as determined by our Compensation Committee, and reflects the individual NEO’s contributions toward such achievements. This program is described in more detail below under “2025 Performance Bonus Program.” Our performance during 2025 against the bonus plan corporate objectives resulted in achievement at 150% of target.

  47. Long-Term Incentive

    Long-Term Incentive Our 2025 annual long-term incentive program consisted of 50% RSUs and 50% PSUs that are eligible to vest based on pre-established performance goals measured over a multi-year performance period.

  48. Long-Term Incentive Payouts

    Long-Term Incentive Payouts The PSUs granted for the 2023-2025 performance period provided senior executives with the opportunity to earn share awards based on a mix of commercial, financial and development goals measured from January 1, 2023 through December 31, 2025, modified by a TSR ranking versus peers, measured during the same period. Based on the achievement of the commercial, financial and development objectives, the preliminary payout was 97% of target. However, our TSR ranked in the 47th percentile against peers, which reduced the payout by 3% based on the schedule that was established by our Compensation Committee at the time of grant. As a result, the final payout of the 2023-2025 PSU award cycle was 94% of target. Additional details about our PSU program and the 2023-2025 PSU award cycle are provided below under “Goals for and Achievement of 2025 Performance-Based Compensation—2025 – 2027 PSU Program” and “2025 Compensation Decisions for Our NEOs—Conclusion of Performance Period for 2023 PSUs.”

  49. Long-Term Incentive Payouts

    | 50 | 2026 PROXY STATEMENT | |

  50. Special Compensation Considerations for Mr. Cozadd

    Special Compensation Considerations for Mr. Cozadd As noted above, Mr. Cozadd ceased serving as our CEO on August 11, 2025, and he retired from all employment positions with our Company effective September 14, 2025 following service in a transition role. Accordingly, when addressing CEO compensation for 2025, the compensation programs and decisions described in this Compensation Discussion and Analysis generally relate to Ms. Gala, who assumed the CEO position effective August 11, 2025. Because Mr. Cozadd’s anticipated retirement was announced in December 2024, our Compensation Committee and Board established several special compensation arrangements for Mr. Cozadd for 2025. Our Compensation Committee and Board believed these arrangements were best tailored to appropriately incentivize Mr. Cozadd during the period of transition. The special transition arrangements for Mr. Cozadd are more fully described below in this Compensation Discussion and Analysis. Compensation Philosophy and Objectives Our executive compensation program is designed to support the following philosophy and objectives: •Attract, incentivize, reward and retain experienced, talented individuals with relevant experience in the life sciences industry through a competitive pay structure: We reward individuals fairly over time and seek to retain those individuals who continue to meet our high expectations. •Deliver balanced total compensation packages to accomplish our business objectives and mission: Our executive compensation program focuses on target total direct compensation, combining short- and long-term components, cash and equity, and fixed and variable payments, in the proportions that we believe are the most appropriate to incentivize and reward our executive officers for achieving our corporate goals while minimizing incentives for excessive risk-taking or unethical conduct. •Align pay with our performance: As illustrated below, a substantial portion of our NEOs’ compensation opportunity is variable or “at-risk” and dependent upon our performance. Our annual performance bonus awards are not earned unless pre-determined levels of performance are achieved against annual corporate objectives approved by our Compensation Committee at the beginning of the year. Likewise, our PSUs are not earned unless pre-determined levels of performance are achieved and our RSUs will not provide increased value unless there is an increase in the value of our shares, which benefits all shareholders. We also have executive share ownership guidelines to further support our ownership culture and align the interests of executive officers and shareholders. How We Determine Executive Compensation

  51. Annual Executive Compensation Program Cycle

    | 1Q | • | 2Q | • | 3Q | • | 4Q | | Review prior year’s performance and determine bonus and PSU program payouts; establish goals for short and long-term incentive plans; set current year levels of compensation | | Consider any compensation-related proxy proposals and disclosures; review executive share ownership levels; review non-employee director compensation | | Review compensation-related corporate governance trends and any feedback received from shareholders; discuss talent and succession planning for CEO and other senior management roles; determine peer group for next year | | Discuss compensation philosophy and direction for next year, including incentive plan designs |

  52. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our Compensation Committee engages an independent compensation consultant each year to provide a competitive compensation assessment with respect to the executive officers to assist our Compensation Committee in making annual compensation decisions. Since 2010, Aon has been engaged by our Compensation Committee as our independent consultant. Aon supports our Compensation Committee in addressing the design of our compensation peer group, provides industry compensation data, provides our Compensation Committee with advice regarding executive officers’ compensation, including base salaries, performance-based bonuses and long-term equity compensation, and similar advice regarding non-employee directors’ compensation. Our Compensation Committee has also consulted with Aon to update the peer company and industry compensation data on an annual basis and address specific questions that arise as the committee fulfills their responsibilities as outlined in our Compensation Committee charter. Aon provides support in addressing changes in trends and best practices for executive compensation, incentive and equity compensation and/or other best practices that are requested by our Compensation Committee, to help inform our Compensation Committee’s decisions. Aon reports directly to our Compensation Committee, which maintains the authority to direct Aon’s work and engagement. As requested, and under the purview of our Compensation Committee, Aon may advise the human resources department on projects from time to time. Aon interacts with management to gain access to our Company information that is required to perform services and to understand the culture and policies of the organization. Aon attends Compensation Committee meetings, and our Compensation Committee and Aon meet in executive session with no members of management present, as needed, to address various compensation matters, including deliberations regarding our CEO’s compensation.

  53. Role of the Independent Compensation Consultant

    | 52 | 2026 PROXY STATEMENT | |

  54. Role of the Independent Compensation Consultant

    In assessing Aon’s independence from management in providing executive compensation services to our Compensation Committee, our Compensation Committee considered that Aon is only engaged by, takes direction from, and reports to, our Compensation Committee for such services and, accordingly, only our Compensation Committee has the right to terminate or replace Aon as its compensation consultant at any time. Our Compensation Committee also analyzed whether the work of Aon as a compensation consultant with respect to executive and director compensation raised any conflict of interest, taking into consideration the following factors:

  55. Role of the Independent Compensation Consultant

    | ✓the provision of other services to our Company by Aon and its affiliates; ✓the amount of fees we paid to Aon and its affiliates, as a percentage of Aon’s total revenue; ✓any business or personal relationship of Aon or the individual compensation advisors employed by it with any executive officer of our Company; | ✓any business or personal relationship of the individual compensation advisors with any Compensation Committee member; ✓Aon’s policies and procedures that are designed to prevent conflicts of interest; and ✓any ordinary shares of our Company owned by Aon or the individual compensation advisors employed by Aon. |

  56. Role of the Independent Compensation Consultant

    Our Compensation Committee has determined, based on its analysis of the above factors, that the work of Aon and the individual compensation advisors employed by Aon as compensation consultants to our Company has not created any conflict of interest.

  57. Competitive Assessment of Compensation – Peer Companies and Market Data

    Competitive Assessment of Compensation – Peer Companies and Market Data Because we aim to attract and retain the most highly qualified executive officers in an extremely competitive market, our Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our Compensation Committee reviews market data for each executive officer’s position, compiled by Aon as described below, including information relating to the mix and levels of compensation for executive officers in the life sciences industry, with a focus on target total direct compensation, consisting of target total cash compensation and equity compensation, in line with our Compensation Committee’s holistic approach to executive compensation.

  58. 2025 Peer Group

    2025 Peer Group Our Compensation Committee uses a peer group and other market data to provide context for its executive compensation decision-making. Each year, Aon reviews the external market data and evaluates the composition of our peer group to ensure it appropriately reflects our growth, changes in our revenues and market capitalization and the consolidation in our industry. In July 2024, with the assistance of Aon, our Compensation Committee considered companies: •in the life sciences industry (specifically biotechnology and specialty biopharma companies) with commercial products on the market; •with revenues generally of approximately one-half (0.5x) to three times (3x) our then-projected revenue (resulting in a range of generally between $2.0 billion to $12.3 billion in revenues); •with market value generally of approximately one-third (0.3x) to four times (4x) our market capitalization at the time (resulting in a range of generally between $2.3 billion to $27.4 billion in market capitalization); and •primarily located in the U.S. with a secondary focus on companies that are headquartered in Europe. Based on the above criteria, our Compensation Committee determined to add two additional companies, Alnylam Pharmaceuticals, Inc. and Moderna, Inc., to the executive compensation peer group used for our 2025 compensation decisions, which we refer to as our 2025 peer group. Horizon Therapeutics plc and Seagen, Inc. were removed from our 2025 peer group because they were previously acquired in 2023.

  59. 2025 Peer Group

    | | 2026 PROXY STATEMENT | 53 |

  60. 2025 Peer Group

    Our 2025 peer group consisted of the 13 companies listed in the table below. At the time our Compensation Committee approved the 2025 peer group, we were at the 50th percentile for trailing 12 months revenue and the 17th percentile for market capitalization among the new peer group. Our Compensation Committee considered this a reasonable balance and a good representation of companies that were of similar scope and complexity.

  61. 2025 Peer Group

    | Alkermes plc | Exelixis, Inc. | Neurocrine Biosciences, Inc. | Vertex Pharmaceuticals Incorporated | | Alnylam Pharmaceuticals, Inc. | Gilead Sciences, Inc. | Organon & Co. | | | Biogen, Inc. | Incyte Corporation | Regeneron Pharmaceuticals, Inc. | | | BioMarin Pharmaceutical Inc. | Moderna, Inc. | United Therapeutics Corporation | |

  62. 2025 Market Data

    2025 Market Data In early 2025, Aon completed an assessment of executive compensation based on our 2025 peer group to inform our Compensation Committee’s determinations of executive compensation for 2025. Our Compensation Committee reviews target total direct compensation, consisting of target total cash compensation and equity compensation, against the market data provided by Aon primarily to ensure that our executive compensation program, as a whole, is positioned competitively to attract and retain the highest caliber of executive officers and to ensure that the total direct compensation opportunity for the executive officer group is aligned with our corporate objectives and strategic needs. Our Compensation Committee does not target a specific percentile for setting the level of compensation for the NEOs and does not otherwise use a formulaic approach to setting pay against the market data. Our Compensation Committee believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because compensation benchmarking does not consider company-to-company variations among actual roles with similar titles or the specific performance of the executive officers.

  63. Total Direct Compensation

    | Base Salary | + | Performance Bonus Opportunity | + | Long-Term Incentive Opportunity | = | Total Direct Compensation |

  64. Total Direct Compensation

    We design these components, in combination, to support our near- and long-term strategic goals for the business and to align pay with our performance and our shareholders’ interests. These components include the following: (i) annual base salary rate for 2025; (ii) annual target performance bonus opportunity for 2025; and (iii) the target value of equity awards granted in 2025. Target value of equity awards granted for purposes of the chart above means the target dollar value approved by our Compensation Committee or our Board (as applicable) for each NEO’s equity awards granted in 2025. This value differs from the value shown in the Summary Compensation Table, as discussed further below under “2025 Compensation Decisions for Our NEOs—Summary of 2025 Compensation Decisions—Long-Term Incentive Program.” Because we believe it is important to our success to pursue both short- and long-term objectives that drive sustainable shareholder value creation, to avoid excessive risk-taking, and to preserve our cash resources, the majority of the NEOs’ total direct compensation is comprised of variable or “at-risk” compensation, consisting of performance-based bonus opportunities and long-term incentives, in the form of PSUs and RSUs, which align the executive officers’ incentives with the interests of our shareholders. This allocation between variable or “at-risk” and fixed compensation is consistent with our pay-for-performance philosophy.

  65. Total Direct Compensation

    As noted above, our Compensation Committee takes a holistic approach to compensation and seeks to ensure that the aggregate level of pay across all the pay elements satisfies our desired objectives for each executive officer. Our Compensation Committee does not have any formal policies for allocating compensation among base salary, target performance bonus opportunity and long-term incentive awards. Instead, our Compensation Committee uses its experience and business judgment to establish a total compensation program for each NEO that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, which it believes is appropriate to achieve the goals of our executive compensation program and our corporate goals.

  66. Components of Total Direct Compensation

    | Component | Key Features | Purpose | | Base Salary | •Fixed level of cash compensation •No amount is contractually guaranteed •Amounts reviewed and determined annually, and are generally effective on or around March 1 each year | •Provides fixed level of compensation that is competitive within our industry and reflective of the skills and experience required to be successful in fulfilling the role | | Performance Bonus Award | •Cash compensation under the performance bonus plan, which is variable and “at-risk” because it is dependent upon achievement of pre-established financial and strategic objectives •Target bonus opportunities reviewed and determined annually •Actual bonuses paid shortly after the end of each year are based on the extent corporate goals are attained as determined by our Compensation Committee, and for executive officers other than our CEO, may reflect their individual contributions toward such achievements •Our CEO bonus is capped at 200% of her target bonus award (based solely on achievement of corporate objectives). The same CEO bonus cap was applied to our former CEO, Mr. Cozadd. Our other NEOs’ bonuses are capped at 300% of the executive officer’s target award | •Provides financial incentives to achieve key corporate objectives that are aligned with our business strategy | | Long-Term Incentive Compensation | •PSUs vest, if at all, at the end of a multi-year performance period and represent 50% of the NEO target annual equity grant; for PSUs granted in 2025, the performance period was 3 years •RSUs generally vest over a 4-year period subject to executive officer’s continued service for retention •Awards reviewed and generally granted annually, in the first quarter, or at the time of hire or promotion | •Fosters ownership culture •Links compensation to long-term success •PSUs align compensation earned to the achievement of multi-year strategic objectives and share price performance versus peer companies •RSUs assist with managing dilution for our shareholders, while reinforcing the importance of shareholder value creation over time •Executive share ownership guidelines to further support our ownership culture and align the interests of executive officers and shareholders |

  67. Severance Benefits

    Severance Benefits Executive officers are also eligible to participate in the CIC Plan which is described below under the headings “Additional Compensation Information—Change in Control Plan and Severance Plan” and “Potential Payments upon Termination or Change in Control—Change in Control Plan.” The CIC Plan provides certain severance benefits to participants, in connection with specified involuntary termination events, including termination without cause and constructive termination, following a CIC. Given the frequency of consolidation in the biopharmaceutical industry, our Compensation Committee believes these severance benefits are important from a retention perspective to provide some level of protection to our executives who might be terminated following a CIC and that the amounts are reasonable and maintain the competitiveness of our executive compensation and retention program. Our Compensation Committee believes this structure serves to mitigate the distraction and loss of key executive officers that may occur in connection with rumored or actual fundamental corporate changes. Such payments protect the interests of our shareholders by enhancing executive focus during rumored or actual CIC activity, retaining executives despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executives responsible for negotiating potential transactions to do so with independence and objectivity. In addition, in April 2025, we adopted a Severance Plan which provides executive officers who serve on our EC, other than our CEO, certain severance benefits upon a termination without cause that is not in connection with a CIC, which is described below under the headings “Additional Compensation Information—Change in Control Plan and Severance Plan” and “Potential Payments upon Termination or Change in Control—Severance Plan.” We do not provide any tax gross up payments on severance benefits. Goals for and Achievement of 2025 Performance-Based Compensation For 2025, our annual performance bonus opportunity and the PSU awards were aligned with the annual and long-term performance objectives and methodology established by our Compensation Committee. The following section describes the performance objectives, discrete goals, payout ranges, and, with respect to the annual performance bonus program, our actual performance achievement.

  68. 2025 Performance Bonus Program

    2025 Performance Bonus Program The corporate objectives and relative weightings established by our Compensation Committee for the 2025 performance bonus program and communicated to the NEOs in early 2025 consisted of three pillars of corporate objectives with multiple discrete goals, as described in the table below. Overall achievement could range from 0% to 200%, in aggregate, for the corporate objectives, with the individual total awards under the 2025 performance bonus program capped at 300% of the NEO’s target award for our NEOs other than our CEO. For the CEO, the actual bonus is determined based solely on the achievement of the pre-established corporate objectives with the award capped at 200% of target, which was also applicable for our former CEO, Mr. Cozadd. In approving individual bonus awards, our Compensation Committee subjectively considered the individual contribution towards our achievement of the corporate objectives by each executive officer (other than our CEO). In approving individual bonus awards for NEOs (other than our CEO), our Compensation Committee, considering recommendations from our CEO, considered each executive’s contributions to key business objectives, leadership effectiveness, and performance relative to their functional responsibilities. Our Compensation Committee applied a consistent evaluative framework to assess performance across areas such as operational execution, strategic initiatives, talent development, and cross-functional collaboration. Individual bonus awards are determined in accordance with the following methodology:

  69. 2025 Performance Bonus Program

    | | | Company Performance % (Corporate Objectives) | | | | | Annual Base Salaryx | Target Bonus %x | x | Individual Performance % (if applicable) | = | Final Bonus Award |

  70. 2025 Performance Bonus Program

    | 58 | 2026 PROXY STATEMENT | |

  71. Corporate Objectives

    Note: Amounts may not total due to rounding. (1)If the specified threshold annual performance level was met (70% of target), then a pre-established scaled performance multiplier (ranging from 0% to 200% of target) would be used to calculate the applicable corporate achievement percentage attributable to such objective. The performance multiplier would be zero if performance was below the applicable threshold level, and if performance exceeded the applicable threshold level, the performance multiplier scaled using the pre-established performance curve up to the applicable maximum level. The performance multiplier was capped above the specified maximum performance level (109% of target for each goal). The capped payout for commercial goals in totality was 80%. (2)Xywav net product sales were unaffected by foreign currency exchange rates and were otherwise not adjusted for purposes of calculating the performance achievement level and the performance multiplier. The Xywav net product sales objective had a final multiplier of 155% with a payout of 26%. (3)To calculate the performance achievement level and the performance multiplier, our GAAP reported combined Epidiolex/Epidyolex and oncology net product sales of $2,188 million were adjusted to $2,143 million, which both excluded net product sales from oncology assets acquired in 2025 and accounted for changes in foreign currency exchange rates since the objective was based on budgeted foreign currency exchange rates. This resulted in a final multiplier of 86% with a payout of 20%. (4)Top priority program goals consisted of the following five goals: (i) obtaining positive top-line results for zanidatamab (JZP598) in GEA; (ii) acceptance by FDA of the Zepzelca (lurbinectedin, JZP712) sNDA submission; (iii) achieving enrollment targets for the zanidatamab (JZP598-303) Phase 3 trial to evaluate zanidatamab plus chemotherapy or trastuzumab plus chemotherapy in patients with HER2-positive breast cancer whose disease has progressed on previous T-DXd treatment; (iv) completing enrollment of first patient in zanidatamab (JZP598-208) Phase 2 trial to evaluate zanidatamab in patients with HER2-positive neoadjuvant and adjuvant breast cancer; (v) completing enrollment targets of first dosing cohort in zanidatamab (JZP598-206) Phase 2 trial evaluating zanidatamab monotherapy in previously-treated patients with various HER2-positive (IHC3+) cancers. In setting the objectives, our Compensation Committee incorporated key inflection points in 2025 and interim goals where programs were across multiple years, to incentivize in year performance and required that three of the five goals be met at target level or above in order to receive 100% achievement of the goals. Our Compensation Committee determined that we had met goals (i), (ii), (iii) and (iv), and we had not achieved goal (v).

  72. 2025 – 2027 PSU Program

    2025 – 2027 PSU Program Our Compensation Committee designed the 2025 – 2027 PSU Program to align closely to our strategy for long-term, sustainable growth and shareholder value creation. The 2025 PSUs are intended to incentivize and reward our executive officers for demonstrating strong progress towards these objectives. The 2025 PSUs are eligible to vest based on achievement of objective performance metrics, over a three-year performance period, including our relative TSR. Below is a summary of the performance metrics and associated weightings and targets applicable to the 2025 PSUs.

  73. 2025 – 2027 PSU Program

    | Performance Goals | | Weighting | Target | | Operational execution scorecard(1) | Commercial Pipeline Corporate development | 67% | 100 points | | Performance | Relative TSR(2) | 33% | 50th percentile | | TOTAL | | 100% | |

  74. 2025 – 2027 PSU Program

    (1)The elements of the operational execution scorecard are set forth below. The operational execution scorecard can be earned at 50% of target at the threshold performance (50 points), and up to 200% of target at stretch performance (170 points) with linear interpolation used between performance levels. (2)The peer group used is the Nasdaq Biotechnology Index as explained further below. The TSR payout percentage can be earned at 50% of target in the event the TSR percentile rank is at 25th percentile or below, and up to 200% of target in the event the TSR percentile rank is at 75th percentile and above, with linear interpolation used between performance levels. The overall award payout will be capped at 100% if (i) the TSR percentile rank is in the bottom quartile or (ii) absolute TSR for the performance period is negative.

  75. 2025 – 2027 PSU Program

    | Operational Execution Scorecard Area | Goal | Target Points | | Commercial(a) | 2027 Epidiolex revenue | 30 | | | 2027 Zepzelca revenue | 10 | | | Xywav patients on therapy exiting 2025 | 10 | | Total Target Commercial Points(b) | | 50 | | Pipeline(c) | Pivotal readouts and regulatory approvals | 30 | | Corporate Development(d) | Pipeline deals and growth deals | 20 | | TOTAL | | 100 |

  76. 2025 – 2027 PSU Program

    a.Epidiolex and Zepzelca product revenues and Xywav patient goals are set by our Compensation Committee and are not being disclosed as they represent confidential commercial and financial information, the disclosure of which would result in competitive harm to our Company. Our Compensation Committee believed that it set performance goals at rigorous and challenging levels that would require significant effort and achievement by our executive officers to be attained. Such goals were established in light of our internal forecast at the time as well as macroeconomic and industry environments. b.We will disclose the achievements for our 2025 – 2027 PSU Program at the end of the performance period. c.Points are awarded for achievement of the following during the performance period: seven points for each (a) human clinical study that forms the basis for progressing a development product to regulatory approval of a marketing application and/or (b) regulatory approval of a marketing application. d.Points are awarded for the following corporate development activities during the performance period: ten points for the first two qualifying deals with seven points for each subsequent deal.

  77. 2025 – 2027 PSU Program

    | | 2026 PROXY STATEMENT | 61 |

  78. 2025 – 2027 PSU Program

    Our Compensation Committee selected the Nasdaq Biotechnology Index as the peer group for the purposes of calculating the extent of the achievement of relative TSR goal for the following reasons: •the number of companies is large enough to withstand any potential industry consolidation; •it is the most common comparator group used for PSU awards of companies in our executive compensation peer group above under “How We Determine Executive Compensation—Competitive Assessment of Compensation—Peer Companies and Market Data,” and •the revenue, market capitalization and volatility of these companies is more aligned with our Company’s profile. Companies must remain in the Nasdaq Biotechnology Index during the entire performance period to be included in the calculation of relative TSR. The 2025 PSUs are subject to potential vesting acceleration upon the NEO’s termination in connection with a CIC, as well as upon death, disability or retirement pursuant to the CIC Plan, and each of the NEOs, other than Ms. Gala and Mr. Cozadd, are eligible to receive certain severance benefits upon an involuntary termination without cause that occurs on or after April 23, 2025 and that does not occur upon or within 12 months following a CIC pursuant to the Severance Plan, as described below under the heading, “Potential Payments upon Termination or Change in Control—Treatment of 2023, 2024 and 2025 PSUs.” 2025 Compensation Decisions for Our NEOs

  79. Target Equity Compensation and Impact on Target Total Direct Compensation

    Target Equity Compensation and Impact on Target Total Direct Compensation To determine the size of 2025 equity awards, our Compensation Committee, considering recommendations from our CEO (and with respect to the CEO, the Board, upon the recommendation of our Compensation Committee) made its decisions, after careful consideration, seeking to deliver equity awards to each executive officer based on overall equity and total compensation competitiveness to reinforce our retention and incentive objectives, and to facilitate stock ownership. In addition to her annual equity award, Ms. Gala received a one-time promotion grant in connection with her appointment as President and CEO. The size of Ms. Gala’s one-time promotion grant base was determined by the Board upon the recommendation of our Compensation Committee using its professional judgment and was intended to reflect her scope of increased responsibility as CEO as well as to maintain competitive positioning relative to the market data. Considerations with respect to the size of Mr. Cozadd’s equity award as well as the special NEO retention grants are discussed below.

  80. Target Equity Compensation and Impact on Target Total Direct Compensation

    | 62 | 2026 PROXY STATEMENT | |

  81. Long-Term Incentive Program

    Long-Term Incentive Program Our long-term incentive program is designed to align the interests of management with our shareholders and focus management’s attention on long-term, sustained growth. For our NEOs and other executive officers, annual long-term incentives are generally delivered in an equal mix of PSUs that vest based on achievement of pre-established multi-year performance goals and RSUs. Our Compensation Committee believes this mix strikes the right balance between the variable nature of PSUs and the retentive nature of RSUs. With respect to award mix, Ms. Gala’s promotion grant in connection with her appointment as President and CEO was designed as a mix composed of one-third RSUs and two-thirds PSUs to ensure that the mix of all equity awards granted to Ms. Gala during 2025 aligned with our Compensation Committee’s strategy to deliver a substantially equal mix of PSUs and RSUs to our executive officers. The vesting terms and structure of the annual PSUs granted in 2025, as well as the PSUs granted as a component of Ms. Gala’s promotion grant, are discussed in “Goals for and Achievement of 2025 Performance-Based Compensation—2025–2027 PSU Program” above. While annual long-term incentives are generally delivered in an equal mix of PSUs and RSUs, in connection with Mr. Cozadd’s planned retirement, which was announced in December 2024, the Board granted only RSUs to Mr. Cozadd in 2025 given that his retirement was to occur prior to the end of the 2025 PSU performance period, or December 31, 2027. In addition, Mr. Cozadd’s target equity compensation as CEO was significantly lower in 2025 than in the prior year since his RSUs were intended as compensation for his service as CEO pending, and to incentivize him for his role in ensuring the successful transition of his responsibilities to his successor. Because the timing of that transition was uncertain at the time of grant, it was initially determined that the RSUs would vest on the first anniversary of the grant date in March 2026 provided that his employment was not terminated for cause and he remained a director through the applicable vesting date. Upon Ms. Gala’s appointment as CEO and with the successful transition of his CEO responsibilities complete, our Compensation Committee determined that Mr. Cozadd had fully discharged the last of his employee obligations and as a result, Our Compensation Committee approved the vesting and settlement of the RSUs effective September 14, 2025. The share amounts underlying the PSUs and RSUs granted to each executive officer in 2025 were determined by dividing the target fair value of the award that our Compensation Committee approved (and, in the case of Mr. Cozadd’s grant and Ms. Gala’s one-time promotion grant in connection with her appointment as President and CEO, the target fair value of the award that the Board approved) by our Company’s 30-day average share price immediately preceding the grant date. We used a 30-day average share price, rather than a single day share price, to provide a more stabilized share value less susceptible to possible swings in the market. The grant date fair value of the RSUs and PSUs, as reported in the Summary Compensation Table and Grants of Plan-Based Awards Table in accordance with SEC rules and FASB ASC 718, is based on the closing price of our ordinary shares on the grant date (with respect to RSUs) and also based on a Monte Carlo simulation model (with respect to PSUs). The values for the RSUs and PSUs shown in the Summary Compensation Table and Grants of Plan-Based Awards Table differ from the intended target values and do not fully reflect the considerations of, and decisions made by, our Compensation Committee and our Board in its respective determination of the equity grants in this respect.

  82. Long-Term Incentive Program

    | | 2026 PROXY STATEMENT | 63 |

  83. Conclusion of Performance Period for 2023 PSUs

    Conclusion of Performance Period for 2023 PSUs In 2023, members of the management team, including NEOs who were part of the management team at the time, were granted PSUs. The performance period for these PSUs concluded on December 31, 2025. The awards were subject to vesting based upon achievement of commercial, development and financial goals, modified by a TSR ranking versus peers, measured during the same period. As shown in the table and accompanying footnotes below, the commercial, development and financial objectives were achieved at 97% of target. However, our TSR ranked in the 47th percentile against peers, which reduced the payout by 3% based on the schedule that was established by our Compensation Committee at the time of grant. As a result, the final payout of the 2023-2025 PSU award cycle was 94% of target.

  84. Conclusion of Performance Period for 2023 PSUs

    | | | Goals | | | | | | Metric | Weighting | Threshold (50% payout) | Target (100% payout) | Stretch (160% payout) | Actual Performance Result(1) | Vesting Percentage | | 2025 Total Revenue | 40% | $4.2 billion | $5.0 billion | ≥$5.25 billion | 58% ($4.27 billion, as adjusted)(2) | 23% | | Enhanced Pipeline Value(3) | 40% | 25 points | 30 points | ≥35 points | 39 points | 64% | | Non-GAAP Adjusted Operating Margin(4) | 20% | —% | 48% | —% | 46% | 10% | | Total Operational Results (Weighted) | | | | | | 97% | | | | | | | ACTUAL PERFORMANCE RESULT | | | Relative TSR Modifier | Peer Group Percentile Rank | ≤ 25th | 50th | ≥ 75th | 47th | | | | Payout Modifier(5) | 75% | 100% | 125% | 97% | | | Final Results (97% x 97%) | | | | | | 94% |

  85. Conclusion of Performance Period for 2023 PSUs

    (1)The performance result is calculated by linear interpolation between payout goals. (2)The calculation of the performance result for the total revenue metric reflects the pro forma impact of a full twelve months of Sativex revenue, calculated using year-to-date results prior to its divestiture on October 31, 2025. (3)One point awarded for each successful IND; four points awarded for each successful proof of concept study; and six points awarded for each successful pivotal study and/or regulatory approval of a marketing application occurring during the performance period. During the performance period, we achieved the following: five INDs: JZP541 (cannabinoid), JZP505 (cannabinoid), JZP898 (conditionally activated interferon alpha (IFNα) (2b cytokine pro-drug), JZP253 (CombiPlex preclinical molecule) and JZP047 (absence epilepsy); one proof-of-concept: Epidiolex/Epidyolex (JZP926); two successful pivotal studies: Zepzelca (JZP712) and Ziihera (JZP598); and three product approvals: Enrylaze (JZP458), Ziihera (JZP598) in BTC and Modeyso (JZP503). (4)Non-GAAP adjusted operating margin is a non-GAAP financial measure that is calculated as (a) total revenues for 2025 less non-GAAP adjusted cost of product sales, SG&A expenses and R&D expenses for 2025 divided by (b) total revenues for 2025. Non-GAAP adjusted cost of product sales, SG&A expenses and R&D expenses exclude from GAAP cost of product sales, SG&A expenses and R&D expenses, as applicable, share-based compensation expense, integration related expenses, acquisition accounting inventory fair value step-up expense, certain material litigation settlement expenses, and other expenses deducted in arriving at non-GAAP adjusted net income. The threshold and stretch non-GAAP adjusted operating margin values set by our Compensation Committee in 2023 are not being disclosed as they represent confidential commercial and financial information, the disclosure of which would result in competitive harm to our Company. Our Compensation Committee believed that it set performance goals at rigorous and challenging levels that would require significant effort and achievement by our executive officers to be attained. Such goals were established in light of our internal forecast at the time as well as macroeconomic and industry environments. (5)For every percentile rank between 50th and 25th the payout modifier is decreased by 1% to a minimum of 75%; for every percentile rank between 50th and 75th the payout modifier is increased by 1% up to a maximum of 125%.

  86. Conclusion of Performance Period for 2023 PSUs

    | 64 | 2026 PROXY STATEMENT | |

  87. Conclusion of Performance Period for 2023 PSUs

    The table below sets forth the target number of 2023 PSUs granted and the total number of 2023 PSUs that were earned based on performance and subsequently vested for each of the NEOs.

  88. Conclusion of Performance Period for 2023 PSUs

    | Name | Target Number of PSUs Granted (#) | Actual Number of PSUs Vested(1) (#) | | Renee D. Gala | 13,556 | 12,741 | | Philip L. Johnson | — | — | | Bruce C. Cozadd | 42,388 | 35,917(2) | | Robert Iannone | 12,447 | 11,699 | | Neena M. Patil | 9,419 | 8,852 | | Samantha Pearce | 3,870 | 3,637 |

  89. Conclusion of Performance Period for 2023 PSUs

    (1)The PSUs vested on January 16, 2026, the PSU certificate date. (2)The number of Mr. Cozadd’s PSUs that actually vested was prorated based on his service during the performance period through September 14, 2025, his last day of employment with our Company.

  90. Modification of Outstanding Stock Options

    Modification of Outstanding Stock Options In connection with Mr. Cozadd’s planned retirement, which was announced in December 2024, our Compensation Committee approved an amendment of certain outstanding stock option awards previously granted to him to provide that such stock options will remain exercisable for a period of 12 months following a cessation of his service from the Board. Prior to this amendment, Mr. Cozadd would have had 90 days from the date of his retirement from his positions with our Company to exercise any outstanding options, despite the fact that he continued to provide services to our Company as a member of the Board. The Board approved the amendment to align treatment of Mr. Cozadd’s equity awards to treatment of equity awards for other individuals serving our Company. Under applicable accounting guidance, the amendment of these outstanding stock option awards resulted in a grant modification that caused incremental fair value determined by comparing the aggregate fair value of the outstanding awards immediately before and after the modification. The aggregate incremental fair value resulting from the modification is included in the “Option Awards” column of the Summary Compensation Table and in the Grants of Plan-Based Awards Table for Fiscal 2025.

  91. Modification of Outstanding Stock Options

    | | 2026 PROXY STATEMENT | 65 |

  92. Renee D. Gala, President and CEO(1)

    (1)Our Board appointed Ms. Gala as our Company’s President and CEO, effective as of August 11, 2025. Ms. Gala was previously our Company’s President and COO. The amounts listed in the 2025 Pay column reflect Ms. Gala’s pay effective as of her appointment to President and CEO, and the amounts listed in the 2024 Pay column reflect Ms. Gala’s pay in her previous capacity. (2)Represents annual base salary rate for the applicable year. Ms. Gala’s initial 2024 base salary of $830,000 became effective March 2024. Ms. Gala’s initial 2025 base salary of $900,000 became effective March 2025. In connection with her appointment as President and CEO, the Board increased Ms. Gala’s 2025 annual base salary from $900,000 to $1,200,000, effective August 11, 2025. (3)In connection with her appointment as President and CEO, the Board increased Ms. Gala’s target bonus opportunity for 2025 from 75% of her base salary to 110% of her base salary, effective as of August 11, 2025. The 2025 target bonus amount reflects a target performance bonus of 110% of base salary rate as of December 31, 2025. The actual 2025 performance bonus paid was $1,980,000, reflecting 150% overall achievement of the 2025 corporate performance objectives. (4)The target total equity compensation (and the components thereof) presented in the chart above reflect the target dollar values approved by our Compensation Committee; these values differs from the values required to be shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 table, as applicable, as further described above in “Summary of 2025 Compensation Decisions—Long-Term Incentive Program.” (5)Represents a one-time target retention RSU grant received by Ms. Gala in February 2025. This retention grant will vest in full on June 30, 2026, provided generally that Ms. Gala remains employed with our Company through that date. See “Summary of 2025 Compensation Decisions—Special Retention Grants” above for more information regarding the retention grants to our NEOs. (6)Represents a one-time target promotion grant Ms. Gala received in connection with her appointment as President and CEO, in August 2025, incremental to her 2025 annual equity grant. The promotion grant consisted of a mix composed of one-third RSUs and two-thirds PSUs. The RSUs will vest in equal annual installments over four years, and the PSUs will vest based on the achievement of the performance conditions previously established by our Compensation Committee in the first quarter of 2025 and described under “Goals for and Achievement of 2025 Performance-Based Compensation—2025-2027 PSU Program.” (7)Our Compensation Committee (and the Board upon her appointment as President and CEO) designed Ms. Gala’s target total direct compensation to be competitive as compared to the market data, as described in more detail above in “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data,” appropriate from an internal equity perspective and more heavily weighted towards equity compensation, in line with our pay-for-performance philosophy. Our Compensation Committee (and the Board upon her appointment as President and CEO) determined it was appropriate to increase Ms. Gala’s base salary and target equity compensation in early 2025 in an amount necessary to reflect her then scope of responsibility and oversight of significant functions within the organization, and subsequently, to reflect her ascension to the President and CEO position in August 2025, as well as to maintain competitive positioning relative to the market data. Based on our Compensation Committee’s and the Boards’ professional experience and judgment, our Compensation Committee and the Board determined Ms. Gala’s target total direct compensation to be competitive and appropriate with respect to both her role in early 2025 as well as her new role as President and CEO commencing in August 2025. (8)The amounts in this column include, among others, the changes that were a result of Ms. Gala’s appointment as President and CEO, in August 2025, from her prior role as President and COO.

  93. Philip L. Johnson, Executive Vice President and CFO(1)

    (1)Mr. Johnson was appointed Executive Vice President and CFO effective March 1, 2024. (2)Represents annual base salary rate for the applicable year. Mr. Johnson’s 2025 base salary became effective March 2025. Mr. Johnson’s actual salary earned in 2024 was lower due to his joining our Company in March 2024. (3)Reflects the target percentage of 65% of the annual base salary rate for 2024 and 2025. The actual 2025 performance bonus paid was $730,000 reflecting 150% of target performance bonus, based on the 150% overall achievement of the 2025 corporate performance objectives and Mr. Johnson’s individual contributions and leadership of the financial organization during 2025. (4)Represents the cash signing bonus received by Mr. Johnson in 2024 in connection with his appointment as Executive Vice President and CFO. In determining the amount of the bonus, our Compensation Committee considered the inducement value in recruiting Mr. Johnson from his prior employer and the compensatory value of cash and equity forfeited by Mr. Johnson in leaving his prior employer. In February 2024, we entered into a sign-on bonus repayment agreement with Mr. Johnson which provided that to the extent Mr. Johnson voluntarily resigned or was terminated for cause by our Company within twenty-four months of his employment start date, he would be required to repay to full amount of the signing bonus if the end date was prior to his first anniversary and 50% of the bonus amount if the end date was between his first and second anniversary. (5)The target total equity compensation (and the components thereof) presented in the chart above reflect the target dollar values approved by our Compensation Committee; these values differs from the values required to be shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 table, as applicable, as further described above in “Summary of 2025 Compensation Decisions—Long-Term Incentive Program.” (6)Represents a one-time target retention RSU grant received by Mr. Johnson in February 2025. This retention grant will vest in full on June 30, 2026, provided generally that Mr. Johnson remains employed with our Company through that date. See “Summary of 2025 Compensation Decisions—Special Retention Grants” above for more information regarding the retention grants to our NEOs. (7)Our Compensation Committee designed Mr. Johnson’s target total direct compensation to be competitive as compared to market data, as described in more detail above in “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data,” appropriate from an internal equity perspective and more heavily weighted towards equity compensation, in line with our pay-for-performance philosophy. Our Compensation Committee determined it was appropriate to increase Mr. Johnson’s target total direct compensation in an amount necessary to reflect his scope of responsibility and oversight of significant functions within the organization, as well as to maintain competitive positioning relative to the market data and the other NEOs. Based on our Compensation Committee’s professional experience and judgment, our Compensation Committee determined Mr. Johnson’s target total direct compensation to be competitive and appropriate.

  94. Bruce C. Cozadd, Chairperson and Former CEO(1)

    (1)Mr. Cozadd served as CEO until August 11, 2025, following which he served in a transition role through September 14, 2025 and subsequently retired. (2)Represents annual base salary rate for the applicable year. Mr. Cozadd’s base salary became effective March 2025. Mr. Cozadd’s actual salary earned in 2025 was pro-rated and lower due to his retirement as CEO in September 2025. (3)The 2025 amount reflects a target performance bonus of 110% of base salary rate as of December 31, 2025. Pursuant to the retirement provision of our annual bonus plan, which provides that a participant is eligible to receive a prorated bonus provided the recipient is at least 55 years of age with at least five years of service at the time of retirement, provides at least four months’ notice, retires on or after July 1 of the applicable year and executes and delivers a non-solicitation agreement that will apply for a period of twelve months after the employment termination date, Mr. Cozadd received a pro-rated bonus at target of $971,094 for the 2025 performance year, reflecting his retirement in September 2025. (4)The target equity compensation presented in the chart above reflects the target dollar value recommended by our Compensation Committee and approved by the Board; this value differs from the values required to be shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 table, as applicable as further described above in “Summary of 2025 Compensation Decisions—Long-Term Incentive Program.” Mr. Cozadd’s target equity compensation was significantly lower in 2025 and comprised solely of RSUs due to his announced expected retirement in December 2024. This amount does not include a pro-rated annual RSU award Mr. Cozadd received for his service on our Board following his retirement, which award had a grant date fair value of $440,404, or the fees he received for his service as a director. In addition, as described under “Summary of 2025 Compensation Decisions―Modification of Outstanding Stock Options,” in connection with his retirement, our Board determined to amend certain stock option awards previously granted to Mr. Cozadd. The $12,041,389 in incremental fair value of Mr. Cozadd’s stock option awards in connection with this modification is not reflected in the chart above. (5)Our Compensation Committee and our Board designed Mr. Cozadd’s target total direct compensation to be competitive as compared to the market data, as described in more detail above in “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data,” appropriate from an internal equity perspective and more heavily weighted towards equity compensation, in line with our pay-for-performance philosophy. Our Compensation Committee and the Board believed it was appropriate to provide a modest increase to his base salary in 2025 in recognition of his individual performance, the performance of our Company under his leadership and to remain in line with general market increases. Based on our Compensation Committee’s and Board’s professional experience and judgment, our Compensation Committee and Board determined Mr. Cozadd’s target total direct compensation to be competitive and appropriate. As noted above under “Special Compensation Considerations for Mr. Cozadd,” Mr. Cozadd did not participate in our Company’s 2025 executive compensation program on the same basis as other NEOs and instead participated in several special compensation arrangements in light of the transitional nature of his 2025 employment with us. Accordingly, comparison of his 2024 and 2025 compensation may not be meaningful in these circumstances. In connection with Mr. Cozadd’s retirement as CEO and transition to a non-employee director role as Chairperson in September 2025, Mr. Cozadd received an initial pro-rated annual non-employee director RSU grant value equal to $440,404 on November 20, 2025, which amount is included in the “Stock Awards” column of the Summary Compensation Table. Mr. Cozadd also received $51,827 in director fees paid in cash, which amount is included in the “All Other Compensation” column of the Summary Compensation Table.

  95. Robert Iannone, Executive Vice President, Global Head of R&D, Chief Medical Officer

    (1)Represents annual base salary rate for the applicable year. Dr. Iannone’s 2025 base salary became effective March 2025. (2)The 2025 amount reflects a target performance bonus of 65% of base salary rate as of December 31, 2025. The actual 2025 performance bonus paid was $840,000 reflecting 162% of target performance bonus, based on the 150% overall achievement of the 2025 corporate performance objectives and Dr. Iannone’s individual contributions and leadership of the R&D organization during 2025. (3)The target total equity compensation (and the components thereof) presented in the chart above reflect the target dollar values approved by our Compensation Committee; these values differs from the values required to be shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 table, as applicable, as further described above in “Summary of 2025 Compensation Decisions—Long-Term Incentive Program.” (4)Represents a one-time target retention RSU grant received by Dr. Iannone in February 2025. This retention grant will vest in full on June 30, 2026, provided generally that Dr. Iannone remains employed with our Company through that date. See “Summary of 2025 Compensation Decisions—Special Retention Grants” above for more information regarding the retention grants to our NEOs. (5)Our Compensation Committee designed Dr. Iannone’s target total direct compensation to be competitive as compared to market data, as described in more detail above in “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data,” appropriate from an internal equity perspective and more heavily weighted towards equity compensation, in line with our pay-for-performance philosophy. Our Compensation Committee determined it was appropriate to increase Dr. Iannone’s target total direct compensation in an amount necessary to reflect his scope of responsibility and oversight of significant functions within the organization, as well as to maintain competitive positioning relative to the market data and the other NEOs. Based on our Compensation Committee’s professional experience and judgment, our Compensation Committee determined Dr. Iannone’s target total direct compensation to be competitive and appropriate.

  96. Neena M. Patil, Executive Vice President and Chief Legal Officer(1)

    (1)Represents annual base salary rate for the applicable year. Ms. Patil’s 2025 base salary became effective March 2025. (2)The 2025 amount reflects a target performance bonus of 65% of base salary rate as of December 31, 2025, an increase from 60% in 2024. The actual 2025 performance bonus paid was $720,000 reflecting 153% of target performance bonus, based on the 150% overall achievement of the 2025 corporate performance objectives and Ms. Patil’s individual contributions and leadership of the legal organization during 2025. (3)The target total equity compensation (and the components thereof) presented in the chart above reflect the target dollar values approved by our Compensation Committee; these values differs from the values required to be shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 table, as applicable, as further described above in “Summary of 2025 Compensation Decisions—Long-Term Incentive Program.” (4)Represents a one-time target retention RSU grant received by Ms. Patil in February 2025. This retention grant will vest in full on June 30, 2026, provided generally that Ms. Patil remains employed with our Company through that date. See “Summary of 2025 Compensation Decisions—Special Retention Grants” above for more information regarding the retention grants to our NEOs. (5)Our Compensation Committee designed Ms. Patil’s target total direct compensation to be competitive as compared to market data, as described in more detail above in “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data,” appropriate from an internal equity perspective and more heavily weighted towards equity compensation, in line with our pay-for-performance philosophy. Our Compensation Committee determined it was appropriate to increase Ms. Patil’s target total direct compensation in an amount necessary to reflect her scope of responsibility and oversight of significant functions within the organization, as well as to maintain competitive positioning relative to the market data and the other NEOs. Based on our Compensation Committee’s professional experience and judgment, our Compensation Committee determined Ms. Patil’s target total direct compensation to be competitive and appropriate.

  97. Samantha Pearce, Executive Vice President, Chief Commercial Officer(1)

    (1)Ms. Pearce was promoted to Executive Vice President, Chief Commercial Officer effective August 1, 2024. Ms. Pearce was previously our Senior Vice President, Europe and International. The amounts listed in the 2024 Pay column reflect Ms. Pearce’s pay effective as of her appointment to Executive Vice President, Chief Commercial Officer. (2)Represents annual base salary rate for the applicable year. Ms. Pearce’s 2025 base salary became effective March 2025. Ms. Pearce’s initial base salary rate for 2024 was £465,000, or $595,516, converted to USD using a conversion rate of 1.2807 which is the average foreign exchange rate from January 1, 2024 to December 31, 2024. In connection with her appointment as Executive Vice President, Chief Commercial Officer, the Board increased Ms. Pearce’s annual base salary to $675,000, effective August 1, 2024. (3)The 2025 amount reflects a target performance bonus of 65% as of December 31, 2025. The actual 2025 performance bonus paid was $690,000, reflecting 152% of Ms. Pearce’s target performance bonus, based on the 150% overall achievement of the 2025 corporate performance objectives and Ms. Pearce’s individual contributions and leadership of the commercial organization during 2025. (4)Represents the cash bonus Ms. Pearce received in 2024 in connection with her appointment as Executive Vice President, Chief Commercial Officer and relocation to the U.S. This bonus was payable upon such relocation, and is subject to recoupment if Ms. Pearce terminates her employment within 24 months after she received the payment. (5)The target total equity compensation (and the components thereof) presented in the chart above reflect the target dollar values approved by our Compensation Committee; these values differs from the value required to be shown in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 table, as applicable, as further described above in “Summary of 2025 Compensation Decisions—Long-Term Incentive Program.” (6)Ms. Pearce received an annual equity grant in March 2024 with a target value of £1,000,000, or $1,271,500, converted to USD using a conversion rate of 1.2715 which is the average foreign exchange rate for January 2024. In connection with her appointment as Executive Vice President, Chief Commercial Officer, she also received an additional one-time promotion grant in August 2024, incremental to her 2024 annual equity grant, with an approximate grant date value of $1,500,000. (7)Represents a one-time target retention RSU grant received by Ms. Pearce in February 2025. This retention grant will vest in full on June 30, 2026, provided generally that Ms. Pearce remains employed with our Company through that date. See “Summary of 2025 Compensation Decisions—Special Retention Grants” above for more information regarding the retention grants to our NEOs. (8)Our Compensation Committee designed Ms. Pearce’s target total direct compensation to be competitive as compared to the market data, as described in more detail above in “How We Determine Executive Compensation—Competitive Assessment of Compensation – Peer Companies and Market Data,” appropriate from an internal equity perspective and more heavily weighted towards equity compensation, in line with our pay-for-performance philosophy. Our Compensation Committee determined it was appropriate to increase Ms. Pearce’s base salary and target equity compensation in an amount necessary to reflect her scope of responsibility and oversight of significant functions within the organization, as well as to maintain competitive positioning relative to the market data and the other NEOs. Based on our Compensation Committee’s professional experience and judgment, our Compensation Committee determined Ms. Pearce’s target total direct compensation to be competitive and appropriate. (9)Ms. Pearce’s target total cash compensation decreased between 2024 and 2025 due to the one-time cash signing bonus received by her in 2024 in connection with her appointment as Executive Vice President, Chief Commercial Officer.

  98. Change in Control Plan and Severance Plan

    Change in Control Plan and Severance Plan Our Compensation Committee periodically reviews the terms of our CIC Plan, including its “double-trigger” structure and benefits, against market data to ensure that the benefits we offer remain appropriate. Our executive officers are eligible to participate in the CIC Plan, which includes all of our NEOs. Our Compensation Committee believes that the CIC benefits we provide are representative of market practice, both in terms of design and cost, and are sufficient to retain our current executive team and to recruit talented executive officers in the future. In addition, eligible employees who serve on our EC, other than our CEO, are eligible to participate in the Severance Plan. All of our NEOs for 2025 except Ms. Gala and Mr. Cozadd, are eligible to participate in the Severance Plan. The Severance Plan provides for benefits upon an involuntary termination that does not occur upon or within twelve months following a CIC. As a result, there is no overlap where an executive officer would receive benefits under both the CIC Plan and the Severance Plan.

  99. Change in Control Plan and Severance Plan

    | | 2026 PROXY STATEMENT | 73 |

  100. Equity Grant Timing and Equity Plan Information

    Equity Grant Timing and Equity Plan Information Our equity incentive grant policy generally provides that grants to our executive officers occur on the second trading day following the filing date of our next quarterly or annual report filed under the Exchange Act that occurs after the date on which such grants are approved by our Board or our Compensation Committee, as applicable. Accordingly, our equity incentive grant policy generally requires that grants to our executive officers are made shortly after we have released information about our financial performance to the public for the applicable period. Grants to new hires who are not executive officers generally occur on the third business day of the month following the employee’s date of hire. In 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our Company does not currently grant stock options, stock appreciation rights, or similar instruments with option-like features and has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. We currently grant equity awards to the NEOs, including PSUs and RSUs, under the 2011 Plan. The 2011 Plan was adopted by Jazz Pharmaceuticals, Inc.’s board of directors and approved by Jazz Pharmaceuticals, Inc.’s stockholders in connection with their approval of the Azur Merger in December 2011 and was assumed by us upon the completion of the Azur Merger. Before the 2011 Plan was adopted, we granted stock options under our 2007 Equity Incentive Plan, which was adopted by Jazz Pharmaceuticals, Inc.’s board of directors and approved by Jazz Pharmaceuticals, Inc.’s stockholders in connection with Jazz Pharmaceuticals, Inc.’s initial public offering. The 2011 Plan affords our Compensation Committee the flexibility to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of employees of our Company and its subsidiaries and to provide long-term incentives that align the interests of employees with the interests of our shareholders. Additional long-term equity incentives are provided through the ESPP. Pursuant to the ESPP, all eligible employees, including the NEOs (if eligible), may allocate up to 15% of their base salary to purchase our stock at a 15% discount to the market price, subject to specified limits.

  101. Risk Assessment Concerning Compensation Practices and Policies

    Risk Assessment Concerning Compensation Practices and Policies Our Compensation Committee periodically reviews our Company’s compensation policies and practices to assess whether they encourage employees to take inappropriate risks. Our Compensation Committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company. Our Compensation Committee continues to believe that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks, and significant compensation decisions, as well as decisions concerning the compensation of our Company’s executive officers, include subjective considerations by our Compensation Committee or our Board, which restrain the influence of formulae or objective factors on excessive risk-taking. Additionally, significant weighting of long-term compensation (in the form of PSUs and RSUs) in each NEOs total compensation opportunity ensures greater focus on driving sustainable growth and shareholder value creation over the longer term, and the mix of short-term compensation (in the form of salary and annual bonus, if any), and long-term compensation (in the form of PSUs and RSUs) also minimizes undue focus on short-term results and helps align the interests of our Company’s executive officers with the interests of our shareholders. Finally, we maintain robust share ownership requirements, a formal incentive compensation clawback policy and a strict anti-hedging and pledging policy, which individually and collectively, act to minimize risk and ensure a long-term focus on our business.

  102. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain summary information for the years indicated with respect to the compensation earned by the NEOs during fiscal year 2025, 2024 and 2023, as applicable.

  103. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Renee D. Gala(8) President, CEO and Director | 2025 | 1,003,269 | — | 16,138,433 | — | 1,980,000 | 29,856 | 19,151,558 | | | 2024 | 824,923 | — | 5,079,392 | — | 697,000 | 27,573 | 6,628,888 | | | 2023 | 767,719 | — | 4,077,397 | — | 570,000 | 19,272 | 5,434,388 | | Philip L. Johnson(9) Executive Vice President and CFO | 2025 | 741,346 | — | 6,046,903 | — | 730,000 | 26,224 | 7,544,473 | | | 2024 | 581,539 | 150,000 | 4,063,313 | — | 427,000 | 21,593 | 5,243,445 | | Bruce C. Cozadd(10) Chairperson and former CEO | 2025 | 884,789 | 971,094 | 4,855,123 | 12,041,389 | — | 82,441 | 18,834,836 | | | 2024 | 1,203,514 | — | 12,799,687 | — | 1,492,445 | 31,818 | 15,527,464 | | | 2023 | 1,196,621 | — | 12,896,545 | — | 1,217,216 | 30,853 | 15,341,235 | | Robert Iannone, M.D., M.S.C.E Executive Vice President, Global Head of R&D | 2025 | 793,077 | — | 6,953,879 | — | 840,000 | 24,802 | 8,661,758 | | | 2024 | 750,692 | — | 4,317,333 | — | 598,000 | 23,352 | 5,689,377 | | | 2023 | 720,526 | — | 3,786,999 | — | 450,000 | 21,552 | 4,979,077 | | Neena M. Patil Executive Vice President and Chief Legal Officer | 2025 | 715,481 | — | 4,844,096 | — | 720,000 | 19,962 | 6,299,539 | | | 2024 | 665,769 | — | 3,149,233 | — | 473,000 | 21,072 | 4,309,074 | | | 2023 | 673,945 | — | 2,865,730 | — | 320,000 | 17,760 | 3,877,435 | | Samantha Pearce(11) Executive Vice President, Chief Commercial Officer | 2025 | 695,673 | — | 4,659,014 | — | 690,000 | 31,440 | 6,076,127 | | | 2024 | 619,794 | 300,000 | 2,975,603 | — | 491,000 | 77,857 | 4,464,254 |

  104. Summary Compensation Table

    Note: Amounts may not total due to rounding. (1)The dollar amounts in this column represent base salary earned during the indicated fiscal year 2025 base salary rates, which were effective March 2025 for each of the NEOs other than Ms. Gala. Ms. Gala’s base salary was increased twice in 2025: once in March in connection with the annual compensation review, and again in August in connection with her promotion to President and CEO. For more information on salaries in 2025, see “Compensation Discussion and Analysis—2025 Compensation Decisions for Our NEOs—Individual NEO Compensation Decisions” above. (2)The dollar amount in this column for Mr. Cozadd for 2025 represents his prorated target bonus for 2025. See “Compensation Discussion and Analysis―2025 Compensation Decisions for Our NEOs—Individual NEO Compensation Decisions—Bruce C. Cozadd, Chairperson and Former CEO.” (3)The dollar amounts in this column reflect the aggregate grant date fair value of all RSUs and PSUs granted during the indicated fiscal year computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The grant date fair value for RSUs is measured in accordance with FASB ASC 718 and based on the closing price of our ordinary shares on the date of grant. The grant date fair value for the 2025 PSUs was calculated using a Monte Carlo simulation model for the value of 1/3 of the number of PSUs and the closing price of our ordinary shares on the date of the grant for the value of 2/3 of the number of PSUs. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. Assuming that maximum performance is achieved, the value of the PSUs granted to Ms. Gala, Mr. Johnson, Dr. Iannone, Ms. Patil and Ms. Pearce in 2025 at the date of grant under FASB ASC 718 would have been $18,127,680, $5,471,584, $6,292,390, $4,445,660, and $4,240,829, respectively. For additional information on the RSUs and PSUs granted to our NEOs in 2025, see “Compensation Discussion and Analysis—2025 Compensation Decisions for Our NEOs—Long-Term Incentive Program” and “Compensation Discussion and Analysis—Goals for and Achievement of 2025 Performance-Based Compensation—2025 – 2027 PSU Program” above and footnote 2 to the table entitled “Grants of Plan-Based Awards in Fiscal 2025.”

  105. Summary Compensation Table

    | 76 | 2026 PROXY STATEMENT | |

  106. Summary Compensation Table

    (4)The dollar amounts in this column also include a one-time retention grant of RSUs granted in February 2025 to each of the NEOs, with the exception of Mr. Cozadd. (5)The dollar amount shown in this column for Mr. Cozadd reflects the aggregate incremental compensation expense in connection with the amendment of certain outstanding options awards awarded to him in prior years, computed in accordance with FASB ASC 718, as described under “Compensation Discussion and Analysis―2025 Compensation Decisions for Our NEOs―Modification of Outstanding Stock Options.” Pursuant to accounting guidance prescribed under FASB ASC 718, the amendment resulted in a grant modification that caused incremental fair value determined by comparing the aggregate fair value of the outstanding awards immediately before and after the modification. (6)The dollar amounts in this column represent the cash bonus awarded under the performance bonus plan for the indicated fiscal year. For more information on the cash bonus awards for 2025, see “Compensation Discussion and Analysis—Goals for and Achievement of 2025 Performance-Based Compensation—2025 Performance Bonus Program” and “Compensation Discussion and Analysis—2025 Compensation Decisions for Our NEOs” above. (7)The dollar amounts in this column for 2025 consisted of group term life insurance premiums paid, matching contributions under our 401(k) Plan, work from home expenses, healthcare contributions, well-being-reimbursements, tax reimbursement and gross up payments. Matching contributions under our 401(k) Plan in 2025 consisted of $17,500 for Ms. Gala, Mr. Johnson, Mr. Cozadd, Dr. Iannone, and Ms. Pearce, respectively, and $16,139 for Ms. Patil. The dollar amount for Mr. Cozadd for 2025 includes $51,827 he received in fees paid in cash for his service as a non-employee director following his retirement in September 2025. (8)Ms. Gala was appointed our President, CEO and Director effective August 11, 2025. (9)Mr. Johnson was appointed our Executive Vice President and CFO effective March 1, 2024. (10)Mr. Cozadd served as CEO until August 11, 2025, following which he served in a transition role through September 14, 2025 and subsequently retired on September 14, 2025. Due to Mr. Cozadd’s retirement in September 2025, his 2025 bonus was prorated to $971,094, pursuant to the retirement provision of our annual bonus plan. To be eligible for a prorated bonus in the year of retirement, the annual bonus plan requires the recipient be at least 55 years of age with no less than five years of service and retire on or after July 1. Mr. Cozadd met all such requirements. In connection with Mr. Cozadd’s retirement as CEO and transition to a non-employee director role as Chairperson in September 2025, Mr. Cozadd received a pro-rated annual non-employee director RSU grant value equal to $440,404 on November 20, 2025, which amount is included in the “Stock Awards” column. Mr. Cozadd also received $51,827 in director fees paid in cash, which amount is include in the “All Other Compensation” column. (11)Ms. Pearce was promoted to Executive Vice President, Chief Commercial Officer, effective August 1, 2024; prior to that, she served as our Senior Vice President, Europe and International. Ms. Pearce was paid her annual salary in pounds from January 2024 to September 2024 until her relocation to the U.S. Her actual salary paid before relocation consisted of £356,026 converted to USD using the monthly average exchange rate from January 2024 to September 2024 of 1.2733.

  107. Summary Compensation Table

    | | 2026 PROXY STATEMENT | 77 |

  108. Summary Compensation Table

    Grants of Plan-Based Awards in Fiscal 2025 The following table shows, for the fiscal year ended December 31, 2025, certain information regarding grants of plan-based awards to the NEOs. Except as specified, all awards were granted under our 2011 Plan.

  109. Summary Compensation Table

    | Name | Award Type | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock Awards ($)(3) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Renee D. Gala | Annual Cash | — | — | — | 1,320,000 | 2,640,000 | | | | | | | | | | Annual PSU | 2/27/2025 | 2/5/2025 | | | | 3,813 | 23,111 | 46,222 | | | | 4,103,863 | | | Promotion PSU | 8/7/2025(4) | 7/8/2025 | | | | 12,792 | 38,185 | 76,370 | | | | 4,959,977 | | | Annual RSU | 2/27/2025(5) | 2/5/2025 | | | | | | | 23,111 | | | 3,311,111 | | | Retention RSU | 2/27/2025(6) | 2/5/2025 | | | | | | | 11,555 | | | 1,655,484 | | | Promotion RSU | 8/7/2025(4) | 7/8/2025 | | | | | | | 18,808 | | | 2,107,999 | | Philip L. Johnson | Annual Cash | — | — | — | 487,500 | 1,462,500 | | | | | | | | | | Annual PSU | 2/27/2025 | 2/5/2025 | | | | 2,542 | 15,407 | 30,814 | | | | 2,735,792 | | | Annual RSU | 2/27/2025(5) | 2/5/2025 | | | | | | | 15,407 | | | 2,207,359 | | | Retention RSU | 2/27/2025(6) | 2/5/2025 | | | | | | | 7,704 | | | 1,103,751 | | Bruce C. Cozadd | Annual Cash | — | — | — | 1,379,180 | 2,758,360 | | | | | | | | | | Annual RSU | 2/27/2025(5) | 2/5/2025 | | | | | | | 30,814 | | | 4,414,719 | | | Director RSU | 11/20/2025(7) | 10/22/2025 | | | | | | | 2,506 | | | 440,404 | | | Modified Options(8) | — | — | — | — | — | — | — | — | — | 511,500 | (8) | 12,041,389 | | Robert Iannone, M.D., M.S.C.E | Annual Cash | — | — | — | 520,000 | 1,560,000 | | | | | | | | | | Annual PSU | 2/27/2025 | 2/5/2025 | | | | 2,923 | 17,718 | 35,436 | | | | 3,146,195 | | | Annual RSU | 2/27/2025(5) | 2/5/2025 | | | | | | | 17,718 | | | 2,538,456 | | | Retention RSU | 2/27/2025(6) | 2/5/2025 | | | | | | | 8,859 | | | 1,269,228 | | Neena M. Patil | Annual Cash | — | — | — | 471,250 | 1,413,750 | | | | | | | | | | Annual PSU | 2/27/2025 | 2/5/2025 | | | | 2,065 | 12,518 | 25,036 | | | | 2,222,830 | | | Annual RSU | 2/27/2025(5) | 2/5/2025 | | | | | | | 12,518 | | | 1,793,453 | | | Retention RSU | 2/27/2025(6) | 2/5/2025 | | | | | | | 5,778 | | | 827,813 | | Samantha Pearce | Annual Cash | — | — | — | 455,000 | 1,365,000 | | | | | | | | | | Annual PSU | 2/27/2025 | 2/5/2025 | | | | 1,970 | 11,941 | 23,882 | | | | 2,120,415 | | | Annual RSU | 2/27/2025(5) | 2/5/2025 | | | | | | | 11,941 | | | 1,710,786 | | | Retention RSU | 2/27/2025(6) | 2/5/2025 | | | | | | | 5,778 | | | 827,813 |

  110. Summary Compensation Table

    (1)This column sets forth the target and maximum bonus amount for each NEO for the year ended December 31, 2025 under our performance bonus plan. There are no threshold amounts for each individual officer established under our performance bonus plan. The amounts shown under “Target” reflect the applicable target payment under the performance bonus plan if (i) we achieved 100% of the pre-determined 2025 corporate goals established by our Compensation Committee, and (ii) as applicable, each NEO’s individual performance percentage was assessed at 100% by our Compensation Committee with respect to his or her contributions toward the achievement of our corporate goals. The amounts shown under “Maximum” reflect the applicable maximum payment under our performance bonus plan if (i) we achieved maximum pre-determined 2025 corporate goals established by our Compensation Committee,

  111. Summary Compensation Table

    | 78 | 2026 PROXY STATEMENT | |

  112. Summary Compensation Table

    and (ii) as applicable, each NEO achieved maximum individual performance as assessed by our Compensation Committee with respect to his or her contributions toward the achievement of our corporate goals; provided, however, that the 2025 bonus payable under the performance bonus plan may not exceed 200% of the officer’s target bonus in the case of the Ms. Gala, our President, CEO and Director, and Mr. Cozadd. our Chairperson and former CEO (whose bonuses are determined solely based on corporate objective achievement) and 300% for each other NEO. Target bonuses were set as a percentage of each NEO’s base salary rate as of December 31, 2025 and originally were 110% for each of Ms. Gala and Mr. Cozadd, and 65% for each of Mr. Johnson, Dr. Iannone, Ms. Patil and Ms. Pearce. The dollar value of the actual bonus award earned for the year ended December 31, 2025 for each NEO is set forth in the Summary Compensation Table above. As such, the amounts set forth in this column do not represent either additional or actual compensation earned by the NEOs for the year ended December 31, 2025. For a description of the performance bonus plan, see “Compensation Discussion and Analysis— Goals for and Achievement of 2025 Performance-Based Compensation—2025 Performance Bonus Program” above. (2)PSU awards were granted to our NEOs on February 27, 2025 pursuant to the 2011 Plan, with the exception of the additional PSUs granted to Ms. Gala on August 7, 2025 in connection with her appointment as President and CEO. Each of the PSU awards vests depending on the achievement of four objective performance metrics to be assessed over a performance period of January 1, 2025 to December 31, 2027, including our Company’s relative TSR for the three-year period. The peer group used for purposes of calculating relative TSR (weighted at 33%) is the Nasdaq Biotechnology Index. The performance metric (weighted at 67%) is comprised of certain revenue metrics, pipeline readouts and approvals, and corporate development achievements further outlined in the operational execution scorecard. The amounts shown reflect the number of shares that may be earned for threshold performance at 50% of target for the relative TSR metric, the number of shares that may be earned for target performance at 100% of target and the number of shares that may be earned for maximum performance at 200% of target. For additional information on PSUs granted to our NEOs in 2025, see “Compensation Discussion and Analysis—2025 Compensation Decisions for Our NEOs—Long-Term Incentive Program” and “Compensation Discussion and Analysis—Goals for and Achievement of 2025 Performance-Based Compensation—2025 – 2027 PSU Program” above. The PSU awards are subject to potential vesting acceleration as described below under the heading “Potential Payments upon Termination or Change in Control—Treatment of 2023, 2024 and 2025 PSUs” and “Description of Compensation Arrangements—Equity Compensation Arrangements—2011 Equity Incentive Plan.” See also “Description of Compensation Arrangements—Equity Compensation Arrangements—2011 Equity Incentive Plan” below for a general description of the material terms of the 2011 Plan. (3)The dollar amounts in this column represent the grant date fair value of each PSU and RSU award, as applicable, granted to the NEOs in 2025. These amounts have been calculated in accordance with FASB ASC 718. The grant date fair value for RSUs is based on the closing price of our ordinary shares on the date of grant. The grant date fair value for PSUs is calculated using a Monte Carlo simulation model for the value of 1/3 of the number of PSUs and the closing price of our ordinary shares on the date of the grant for the value of 2/3 of the number of PSUs. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. The fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. With respect to Mr. Cozadd, the dollar amounts in this column also represent the aggregate incremental fair value, calculated in accordance with FASB ASC 718, in connection with the modification in 2025 of several outstanding stock option awards held by Mr. Cozadd as described in footnote 8 below. (4)In connection with her appointment as President and CEO as of August 11, 2025, Ms. Gala received additional one-time promotion PSU and RSU awards, incremental to her 2025 annual equity grant. (5)Each of the annual RSU awards vests in four equal annual installments on the anniversary of the vesting commencement date of March 5, 2025, with the exception of the RSUs granted to (i) Ms. Gala on August 7, 2025 in connection with her appointment as President and CEO, (ii) Mr. Cozadd on November 20, 2025 in connection with his continued service as Chairperson and (iii) the retention RSUs granted to each of the NEOs, excluding Mr. Cozadd, in February 2025. As a general matter, time-based RSUs will cease vesting upon each NEO’s last day of service. RSU awards are subject to potential vesting acceleration as described below under the headings “Description of Compensation Arrangements—Equity Compensation Arrangements—2011 Equity Incentive Plan” and “Potential Payments upon Termination or Change in Control—Change in Control Plan.” (6)Represents retention RSU awards, which will vest in full on June 30, 2026, subject to continued service through such date. (7)In connection with his continued service as Chairperson following retirement as CEO, Mr. Cozadd received a pro-rated annual director RSU award, which vests in full on July 24, 2026, subject to continued service through such date. The Director RSU award granted to Mr. Cozadd in November 2025 was granted pursuant to the 2007 Directors Plan. (8)Mr. Cozadd was not granted any new stock option awards in 2025. The value in this row represents the aggregate incremental fair value, calculated in accordance with FASB ASC 718, in connection with the modification in 2025 of several outstanding stock option awards held by Mr. Cozadd as described under “Compensation Discussion and Analysis―2025 Compensation Decisions for Our NEOs―Modification of Outstanding Stock Options.” The stock option awards that were modified include the following: 77,500 stock options with an exercise price of $123.36; 86,500 stock options with an exercise price of $136.18; 92,500 stock options with an exercise price of $140.67; 125,000 stock options with an exercise price of $140.03; and 130,000 stock options with an exercise price of $113.10.

  113. Summary Compensation Table

    | | 2026 PROXY STATEMENT | 79 |

  114. Summary Compensation Table

    Description of Compensation Arrangements

  115. 401(k) Plan

    401(k) Plan Our employees based in the U.S. are eligible to participate in the 401(k) Plan. The 401(k) Plan is intended to qualify as a tax-qualified plan under Section 401 of the Code. Employee contributions are held and invested by the 401(k) Plan’s trustee. The 401(k) Plan provides that each participant may contribute a portion of his or her pre-tax compensation, up to a statutory annual limit, which was $24,500 for employees under age 50, and $32,000 for employees age 50 and over in 2025. The 401(k) Plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. In 2013, we began making discretionary matching contributions, which for 2025, consisted of a match of 100% of up to the first 5% of eligible compensation contributed by each employee toward his or her 401(k) plan.

  116. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as the 401(k) Plan, in the U.S., the NEOs do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement. For NEOs based outside the U.S., we offer pension or other retirement benefits that are consistent with local regulations and on the same basis as other employees in such jurisdictions.

  117. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During the year ended December 31, 2025, the NEOs did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  118. Nonqualified Deferred Compensation

    | 82 | 2026 PROXY STATEMENT | |

  119. Nonqualified Deferred Compensation

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth, for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards held at fiscal year-end for the NEOs.

  120. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table

  121. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Renee D. Gala | 41,500 | — | 109.45 | 5/6/2030 | 18,808(5) | 3,197,360 | 76,370(15) | 12,982,900 | | | — | — | — | — | 23,111(6) | 3,928,870 | 46,222(16) | 7,857,740 | | | — | — | — | — | 11,555(7) | 1,964,350 | 39,832(17) | 6,771,440 | | | — | — | — | — | 14,937(8) | 2,539,290 | — | — | | | — | — | — | — | 386(9) | 65,620 | — | — | | | — | — | — | — | 6,392(10) | 1,086,640 | — | — | | | — | — | — | — | 2,932(11) | 498,440 | — | — | | | — | — | — | — | 12,741(12) | 2,165,970 | — | — | | Philip L. Johnson | — | — | — | — | 15,407(6) | 2,619,190 | 30,814(16) | 5,238,380 | | | — | — | — | — | 7,704(7) | 1,309,680 | 31,864(17) | 5,416,880 | | | — | — | — | — | 11,949(8) | 2,031,330 | — | — | | Bruce C. Cozadd | 130,000 | — | 113.1 | 2/26/2030 | 2,506(13) | 426,020 | 57,012(17) | 9,692,040 | | | 125,000 | — | 140.03 | 2/27/2029 | 35,924(8) | 6,107,080 | — | — | | | 92,500 | — | 140.67 | 2/29/2028 | 20,228(10) | 3,438,760 | — | — | | | 86,500 | — | 136.18 | 3/1/2027 | 10,686(11) | 1,816,620 | — | — | | | — | — | — | — | 35,917(12) | 6,105,890 | — | — | | Robert Iannone, M.D., M.S.C.E. | 27,000 | — | 113.1 | 2/26/2030 | 17,718(6) | 3,012,060 | 35,436(16) | 6,024,120 | | | 30,500 | — | 137.12 | 8/7/2029 | 8,859(7) | 1,506,030 | 33,856(17) | 5,755,520 | | | — | — | — | — | 12,696(8) | 2,158,320 | — | — | | | — | — | — | — | 6,223(10) | 1,057,910 | — | — | | | — | — | — | — | 2,843(11) | 483,310 | — | — | | | — | — | — | — | 11,699(12) | 1,988,830 | — | — | | Neena M. Patil | 21,000 | — | 113.1 | 2/26/2030 | 12,518(6) | 2,128,060 | 25,036(16) | 4,256,120 | | | 30,000 | — | 137.12 | 8/7/2029 | 5,778(7) | 982,260 | 24,696(17) | 4,198,320 | | | — | — | — | — | 9,261(8) | 1,574,370 | — | — | | | — | — | — | — | 4,709(10) | 800,530 | — | — | | | — | — | — | — | 2,221(11) | 377,570 | — | — | | | — | — | — | — | 8,852(12) | 1,504,840 | — | — | | Samantha Pearce | 6,907 | — | 109.45 | 5/6/2030 | 11,941(6) | 2,029,970 | 23,882(16) | 4,059,940 | | | — | — | — | — | 5,778(7) | 982,260 | 24,122(17) | 4,100,740 | | | — | — | — | — | 5,247(14) | 891,990 | — | — | | | — | — | — | — | 3,798(8) | 645,660 | — | — | | | — | — | — | — | 1,934(10) | 328,780 | — | — | | | — | — | — | — | 959(11) | 163,030 | — | — | | | — | — | — | — | 3,637(12) | 618,290 | — | — |

  122. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)In addition to the specific vesting schedule for each stock award, each unvested stock award is subject to the general terms of the 2011 Plan, as applicable, including the potential for future vesting acceleration described above under the heading “Description of Compensation Arrangements—Equity Compensation Arrangements” as well as the potential vesting acceleration (i) under the terms of the CIC Plan described below under the heading “Potential Payments upon Termination or Change in Control—Change in Control Plan” and (ii) pursuant to the 2022, 2023, 2024 and 2025 RSU and PSU award agreements described under, “Potential Payments upon

  123. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | 2026 PROXY STATEMENT | 83 |

  124. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Termination or Change in Control—Treatment of 2022, 2023, 2024 and 2025 RSUs” and “Potential Payments upon Termination or Change in Control—Treatment of 2023, 2024 and 2025 PSUs.” (2)As a general matter, stock options granted to NEOs expire on the day before the tenth anniversary of their grant date, or earlier in the event of an NEO’s termination of service. In the event of an NEO’s termination of service, stock options generally expire three months after such termination of service, with the exception of Mr. Cozadd’s stock options, which expire on the date that is twelve (12) months following the date his service as a member of the Board terminates, subject to extension under limited circumstances such as if the sale of shares during such time was prohibited by our insider trading policy or if exercise would result in violation of securities registration requirements. For more information, see description under the heading “Potential Payments upon Termination or Change in Control—Equity Compensation Plans.” (3)The market values of the time-based RSU awards and PSU awards that have not vested are calculated by multiplying the number of shares underlying the RSU awards and PSU awards shown in the table by $170.00, the closing price of our ordinary shares on December 31, 2025. (4)The market values of the PSU awards that have not vested are calculated by multiplying the number of shares underlying the PSU awards shown in the table by $170.00, the closing price of our ordinary shares on December 31, 2025. (5)RSUs awarded on August 7, 2025, vesting in equal annual installments over four years measured from the vesting commencement date of September 8, 2025. (6)RSUs awarded on February 27, 2025, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2025, subject to continued service through such date. (7)RSUs awarded as retention grants on February 27, 2025, which will vest in full on June 30, 2026, subject to continued service through such date. (8)RSUs awarded on March 1, 2024, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2024, subject to continued service through such date. (9)RSUs awarded on November 10, 2023, vesting in equal annual installments over four years measured from the vesting commencement date of December 5, 2023, subject to continued service through such date. (10)RSUs awarded on March 3, 2023, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2023, subject to continued service through such date. (11)RSUs awarded on March 3, 2022, vesting in equal annual installments over four years measured from the vesting commencement date of March 5, 2022, subject to continued service through such date. (12)This reflects the actual number of shares earned under PSUs granted in 2023 based on the performance period ended December 31, 2025. The PSUs vested on January 16, 2026. (13)RSUs awarded on November 20, 2025, which will vest in full on July 24, 2026, subject to continued service through such date. (14)RSUs awarded on August 2, 2024, vesting in equal annual installments over four years measured from the vesting commencement date of August 5, 2024, subject to continued service through such date. (15)For the PSUs granted to Ms. Gala in August 2025, the maximum number of PSUs is shown assuming a maximum performance of 200%. The actual number of PSUs that could be earned is not yet determinable. For additional information on the 2025 PSUs, see “Compensation Discussion and Analysis—2025 Compensation Decisions for Our NEOs—Long-Term Incentive Program” and “Compensation Discussion and Analysis—Goals for and Achievement of 2025 Performance-Based Compensation —2025 – 2027 PSU Program” above. (16)For the PSUs granted in 2025, the maximum number of PSUs is shown in each case assuming maximum performance of 200%. The actual number of PSUs that will be earned is not yet determinable. For additional information on the 2025 PSUs, see “Compensation Discussion and Analysis—2025 Compensation Decisions for Our NEOs—Long-Term Incentive Program” and “Compensation Discussion and Analysis—Goals for and Achievement of 2025 Performance-Based Compensation —2025 – 2027 PSU Program” above. (17)For the PSUs granted in 2024, the maximum number of PSUs is shown in each case assuming maximum performance of 200%. The actual number of PSUs that could be earned is between 0% and 200% of the target number of PSUs, which vest depending on our Company’s achievement with respect to certain performance criteria and our relative TSR compared to the constituents the Nasdaq Biotechnology Index over the three-year performance period. The actual number of PSUs that will be earned is not yet determinable.

  125. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 84 | 2026 PROXY STATEMENT | |

  126. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Option Exercises and Stock Vested in Fiscal 2025 The following table provides information on stock awards vested and stock options exercised, including the number of shares acquired upon exercise and the value realized, determined as described below, for the NEOs in the year ended December 31, 2025.

  127. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Renee D. Gala | — | — | 21,569 | 2,875,996 | | Philip L. Johnson | — | — | 3,983 | 553,437 | | Bruce C. Cozadd | 77,500 | 4,219,939 | 104,195 | 13,601,075 | | Robert Iannone, M.D., M.S.C.E | — | — | 19,826 | 2,632,248 | | Neena M. Patil | — | — | 15,344 | 2,036,288 | | Samantha Pearce | — | — | 8,267 | 1,067,370 |

  128. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)The value realized on exercise is based on the difference between the closing price of our ordinary shares on the date of exercise and the applicable exercise price of those options and does not represent actual amounts received by Mr. Cozadd as a result of the option exercises. (2)The value realized on vesting is based on the number of shares underlying the RSUs and PSUs that vested and the closing price of our ordinary shares on the vesting date. Potential Payments upon Termination or Change in Control

  129. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The following table estimates the potential severance payments and benefits under the CIC Plan and Severance Plan, as applicable, to which the NEOs would have been entitled in connection with specified termination events, calculated as if each NEO’s employment had terminated as of December 31, 2025, which was the last business day of 2025. Each of the NEOs in 2025 other than Ms. Gala and Mr. Cozadd, were eligible to receive certain severance benefits pursuant to the Severance Plan upon an involuntary termination without cause that occurred on or after April 23, 2025 and that did not occur upon or within 12 months following a CIC. In addition, the table sets forth the amounts to which the NEOs would have been entitled under the 2011 Plan, if, upon a corporate transaction or CIC transaction, our Board had exercised its discretion to accelerate the vesting and exercisability of stock options and the vesting of PSU awards and RSU awards, and such event had occurred on December 31, 2025. The table also reflects amounts relating to potential vesting acceleration of the 2023, 2024 and 2025 PSU awards and RSU awards, as described above. There are no other agreements, arrangements or plans that entitle any NEOs to severance, perquisites or other benefits upon termination of employment or a CIC as of December 31, 2025. For purposes of the table below, we have assumed that none of the potential severance benefits payable under the CIC Plan or Severance Plan would be subject to the excise tax imposed by Section 4999 of the Code and therefore would not be reduced in accordance with the terms of the CIC Plan and Severance Plan, as applicable.

  130. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    Potential Payments Upon Termination or Change in Control as of December 31, 2025

  131. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | Name | Benefit | Involuntary Termination Without Cause or Constructive Termination in Connection with a CIC ($)(1) | Certain Corporate Transactions ($)(2) | Death (No CIC) ($)(3) | Disability (No CIC) ($)(4) | Retirement (No CIC) ($)(5) | Involuntary Termination Without Cause ($)(6) | | Renee D. Gala | Lump Sum Cash Severance Payment | 8,340,000 | — | — | — | — | 3,780,000 | | | COBRA Payments | 100,264 | — | — | — | — | 75,198 | | | Vesting Acceleration(7) | 29,391,113 | 29,391,113 | 20,021,848 | 13,280,570 | — | 4,178,147 | | | Benefit Total | 37,831,377 | 29,391,113 | 20,021,848 | 13,280,570 | — | 8,033,345 | | Philip L. Johnson | Lump Sum Cash Severance Payment | 2,950,000 | — | — | — | — | 1,237,500 | | | COBRA Payments | 46,604 | — | — | — | — | 31,069 | | | Vesting Acceleration(7) | 11,287,823 | 11,287,823 | 8,488,891 | 5,960,200 | — | 2,482,737 | | | Benefit Total | 14,284,427 | 11,287,823 | 8,488,891 | 5,960,200 | — | 3,751,306 | | Bruce C. Cozadd(8) | Lump Sum Cash Severance Payment | — | — | — | — | — | — | | | COBRA Payments | — | — | — | — | — | — | | | Vesting Acceleration(7) | — | — | — | — | 11,362,460 | — | | | Benefit Total | — | — | — | — | 11,362,460 | — | | Rob Iannone, M.D. M.S.C.E. | Lump Sum Cash Severance Payment | 3,300,000 | — | — | — | — | 1,320,000 | | | COBRA Payments | 75,198 | — | — | — | — | 50,132 | | | Vesting Acceleration(7) | 16,223,430 | 16,223,430 | 13,088,227 | 8,217,630 | 2,202,690 | 3,650,297 | | | Benefit Total | 19,598,628 | 16,223,430 | 13,088,227 | 8,217,630 | 2,202,690 | 5,020,429 | | Neena M. Patil | Lump Sum Cash Severance Payment | 2,887,500 | — | — | — | — | 1,196,250 | | | COBRA Payments | — | — | — | — | — | — | | | Vesting Acceleration(7) | 11,691,233 | 11,691,233 | 9,452,901 | 5,862,790 | — | 2,702,150 | | | Benefit Total | 14,578,733 | 11,691,233 | 9,452,901 | 5,862,790 | — | 3,898,400 | | Samantha Pearce | Lump Sum Cash Severance Payment | 2,775,000 | — | — | — | — | 1,155,000 | | | COBRA Payments | 52,886 | — | — | — | — | 35,257 | | | Vesting Acceleration(7) | 9,779,924 | 9,779,924 | 7,554,532 | 5,041,690 | 1,000,110 | 1,414,003 | | | Benefit Total | 12,607,810 | 9,779,924 | 7,554,532 | 5,041,690 | 1,000,110 | 2,604,260 |

  132. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | 90 | 2026 PROXY STATEMENT | |

  133. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    (1)These benefits would be payable under the CIC Plan if the involuntary termination without cause or constructive termination occurred upon or within 12 months following a CIC and assuming such termination took place on December 31, 2025. The forms of equity grant agreements under the 2011 Plan provide for the same vesting acceleration benefit as shown here under the CIC Plan (except as otherwise described above under the heading, “Potential Payments upon Termination or Change in Control—Treatment of 2023, 2024 and 2025 PSUs”), therefore no separate vesting acceleration benefit is listed. Pursuant to the CIC Plan, an involuntary termination without cause also includes an individual’s death or disability. (2)These benefits would be payable under the 2011 Plan, if, upon a corporate transaction event, including a CIC, our Board exercised its discretion to accelerate the vesting and exercisability of outstanding equity grant agreements, assuming the vesting acceleration took place on December 31, 2025. For a description of the potential vesting acceleration provisions in the 2011 Plan, see “Description of Compensation Arrangements—Equity Compensation Arrangements” above. As described above under “Potential Payments upon Termination or Change in Control—Treatment of 2023, 2024 and 2025 PSUs,” the terms of the 2023, 2024 and 2025 PSUs provide for a vesting schedule adjustment if a CIC occurs prior to the last day of the performance period and if the award is assumed or continued or substituted with a similar stock award in connection with such CIC. Since the value of this vesting schedule adjustment is based on future events, including with respect to PSU award certification, no separate quantification of this benefit is shown. However, the value of the 2023, 2024 and 2025 PSU full vesting acceleration is included in the table. (3)Represents the value of the 2022, 2023, 2024 and 2025 RSU vesting acceleration and pro-rated portion of 2023, 2024 and 2025 PSU vesting benefit upon death. Since the value of the extended post-termination option exercise period in this termination scenario is not quantifiable, such value is not included in the table. (4)Represents the value of 2022, 2023, 2024 and 2025 RSU vesting continuation upon a termination due to disability. The value of the 2023, 2024 and 2025 PSU vesting benefit upon a termination due to disability is not included because no PSUs were earned as of December 31, 2025; with respect to the 2023 PSUs, the performance period ended on December 31, 2025, so the awards were no longer subject to vesting benefits relating to termination due to disability. In addition, since the value of the extended post-termination option exercise period in this termination scenario is not quantifiable, such value is not included in the table. (5)Represents the value of 2022, 2023 and 2024 RSU vesting continuation upon retirement. The value of 2025 RSU vesting continuation upon retirement is not included because the vesting continuation benefit in this termination scenario under the 2023, 2024 and 2025 RSUs does not arise until one year from the date of grant. The value of the 2023, 2024 and 2025 PSU vesting benefit upon retirement is not included because no PSUs were earned as of December 31, 2025; with respect to the 2023 PSUs, the performance period ended on December 31, 2025, so the awards were no longer subject to vesting benefits relating to retirement. In addition, since the value of the extended post-termination option exercise period in this termination scenario is not quantifiable, such value is not included in the table. Having satisfied the age and minimum years of continuous service requirements, Mr. Cozadd was eligible for Long-Service Retirement at the time of his retirement in September 2025 and Dr. Iannone and Ms. Pearce were eligible for Regular Retirement as of December 31, 2025. (6)These benefits are payable under the Severance Plan for all NEOs except Ms. Gala and Mr. Cozadd, if the involuntary termination does not occur upon or within 12 months of a CIC and assuming such termination took place on December 31, 2025. Pursuant to the Severance Plan, an involuntary termination without cause does not include an individual’s voluntary resignation for any reason or an individual’s death or disability. The benefits payable to Ms. Gala in connection with an involuntary termination are pursuant to the CEO Employment Agreement entered into on July 30, 2025. Under the agreement, an involuntary termination without cause does not include Ms. Gala’s voluntary resignation for any reason or her death or disability. (7)The value of equity grants vesting acceleration or continuation, as applicable, is based on the closing price of $170.00 per ordinary share on December 31, 2025, minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration. (8)This amount represents the value received by Mr. Cozadd in connection with his retirement in September 2025.

  134. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | | 2026 PROXY STATEMENT | 91 |

  135. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    Pay Ratio Disclosure Under SEC rules, we are required to calculate and disclose the annual total compensation of our median employee, as well as the ratio of the annual total compensation of our median employee as compared to the annual total compensation of our CEO, or our CEO pay ratio. For 2025, to identify our median employee, we used the following methodology: •To determine our total population of employees, we included all full-time, part-time, regular and temporary employees as of October 1, 2025. •To identify our median employee from our employee population, we calculated the annual target amount of each employee’s 2025 base salary (using a reasonable estimate of the hours worked and no overtime for hourly employees) and bonus or commission, as applicable, and added the estimated value of all equity awards granted during 2025. For purposes of base salaries, bonuses and commissions, we used an estimate based on the rates in effect on October 1, 2025. The value of equity awards was not included in the calculation of the median of the annual total compensation of our employees for 2025. •In making this determination, we annualized the base salaries, bonuses and commissions of employees who were employed by us for less than the entire calendar year. •Compensation paid in foreign currencies was converted to U.S. dollars based on the average daily exchange rates for the year-to-date period ending on October 1, 2025. Using this approach (excluding Ms. Gala for this purpose), we determined our median employee and then calculated the annual total compensation of this employee for 2025 in accordance with the requirements of the Summary Compensation Table. For 2025, the median of the annual total compensation of our employees (other than Ms. Gala) was $281,424. Due to the CEO transition in 2025, we calculated the annual total compensation of the CEO, Ms. Gala, by annualizing her effective annual salary as CEO but otherwise using the amount shown as her total 2025 compensation in the Summary Compensation Table, which resulted in a payment amount for this purpose of total compensation (using her effective annual salary as CEO), which was $19,348,329. Based on this information, the ratio of the annual total compensation of Ms. Gala to the median of the annual total compensation of all other employees was 69 to 1. This pay ratio is higher than our historical pay ratios as it reflects the total compensation package provided to Ms. Gala in connection with her CEO appointment, as described in detail in the section titled "Compensation Discussion and Analysis" above. The CEO pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each company’s compensation practices and pay ratio disclosures. Neither our Compensation Committee nor our management used our CEO pay ratio measure in making compensation decisions.

  136. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    | 92 | 2026 PROXY STATEMENT | |

  137. Potential Payments Upon Termination or Change in Control as of December 31, 2025

    Item 402(v) Pay versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee view the link between our performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation our Company performance, refer to the “Executive Compensation—Compensation Discussion and Analysis” section above.

  138. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The table below reflects information regarding the compensation of our NEOs for fiscal years 2025, 2024, 2023, 2022 and 2021, as well as our financial performance for each of these fiscal years in accordance with SEC rules. The amounts set forth below under the headings “Compensation Actually Paid to PEO”, “Compensation Actually Paid to former PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation—Compensation Discussion and Analysis” section above.

  139. Required Tabular Disclosure of Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Summary Compensation Table Total for former PEO ($)(1) | Compensation Actually Paid to former PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in thousands)(4) | Total Revenues ($ in thousands)(5) | | Year | | | | | | | TSR ($)(3) | Peer Group TSR ($)(3) | | | | 2025 | 19,151,558 | 29,778,107 | 18,834,836 | 24,126,051 | 7,132,974 | 10,747,348 | 103.00 | 124.75 | (356,148) | 4,267,586 | | 2024 | | | 15,527,464 | 17,262,015 | 4,695,635 | 5,200,146 | 74.61 | 93.49 | 560,120 | 4,068,950 | | 2023 | | | 15,341,235 | (2,503,427) | 4,231,034 | 208,193 | 74.52 | 94.03 | 414,832 | 3,834,204 | | 2022 | | | 17,325,618 | 26,315,005 | 5,035,509 | 7,254,180 | 96.52 | 89.90 | (224,060) | 3,659,374 | | 2021 | | | 15,679,311 | 4,921,238 | 4,544,613 | 2,655,063 | 77.19 | 100.02 | (329,668) | 3,094,238 |

  140. Required Tabular Disclosure of Pay Versus Performance

    (1)For each fiscal year, represents amount reported for our PEO, former PEO and average amount reported for our non-PEO NEOs, in each case in the Total column of the Summary Compensation Table. Our PEO, former PEO and our non-PEO NEOs for each of the applicable years were as follows:

  141. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Former PEO | Non-PEO NEOs | | 2025 | Renee D. Gala | Bruce C. Cozadd | Philip L. Johnson, Robert Iannone, Neena M. Patil and Samantha Pearce | | 2024 | | Bruce C. Cozadd | Renee D. Gala, Philip L. Johnson, Robert Iannone, Patricia Carr and Samantha Pearce | | 2023 | | Bruce C. Cozadd | Renee D. Gala, Patricia Carr, Robert Iannone, Neena M. Patil, Daniel N. Swisher, Jr. and Kim Sablich | | 2022 | | Bruce C. Cozadd | Daniel N. Swisher, Jr., Renee D. Gala, Robert Iannone and Kim Sablich | | 2021 | | Bruce C. Cozadd | Daniel N. Swisher, Jr., Renee D. Gala, Robert Iannone and Chris Tovey |

  142. Required Tabular Disclosure of Pay Versus Performance

    (2)Amounts represent Compensation Actually Paid to our PEO and former PEO, and the average Compensation Actually Paid to our non-PEO NEOs, for the relevant fiscal year. Compensation Actually Paid represents the amount reported in the Total column of the Summary Compensation Table for the applicable fiscal year, adjusted as shown below. For the purposes of the adjustments below, the fair value of equity awards on the applicable date were determined in accordance with FASB ASC 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined as follows: (i) for RSUs, the closing price of our ordinary shares on the applicable fiscal year-end date, or, in the case of vesting RSUs, the closing price of our ordinary shares on the applicable vesting date; (ii) for PSUs, the closing fair value of the awards using a Monte-Carlo simulation method, multiplied by a factor reflecting achievement of the probable outcome of the cumulative performance objective as of the measurement date; and (iii) for stock options, the closing fair value of the stock options based on a Black-Scholes option pricing model on the applicable fiscal year-end date, or, in the case of vesting stock options, the closing fair value on the applicable vesting date. Details of the adjustments made to the Summary Compensation Table are as follows:

  143. Required Tabular Disclosure of Pay Versus Performance

    | | 2026 PROXY STATEMENT | 93 |

  144. Required Tabular Disclosure of Pay Versus Performance

    | | 2025 | | | | Adjustments | PEO ($) | Former PEO ($) | Average Non-PEO NEOs ($) | | Total compensation as reported in the Summary Compensation Table | 19,151,558 | 18,834,836 | 7,132,974 | | (Deduct): Grant date fair value of awards as reported in the Stock Awards column in the Summary Compensation Table for applicable fiscal year | (16,138,433) | (16,896,512) | (5,625,973) | | Add: ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of current fiscal year-end, determined as of applicable fiscal year-end | 23,034,474 | 5,664,400 | 6,917,245 | | Add: Change in ASC 718 fair value from prior fiscal year-end to applicable fiscal year-end of awards granted during prior fiscal years that were outstanding and unvested as of applicable fiscal year-end | 3,503,890 | 7,806,656 | 2,208,177 | | Add: Change in ASC 718 fair value from prior fiscal year-end to vesting date of awards granted during prior fiscal years that vested during applicable fiscal year | 226,618 | 12,731,635 | 114,925 | | (Deduct): Fair value as of the prior fiscal year-end of equity awards granted in prior fiscal year that failed to meet vesting conditions in the applicable fiscal year | — | (4,014,964) | — | | Total Adjustments | 10,626,549 | 5,291,215 | 3,614,374 | | Compensation Actually Paid | 29,778,107 | 24,126,051 | 10,747,348 |

  145. Required Tabular Disclosure of Pay Versus Performance

    (3)For the relevant fiscal year, represents the cumulative TSR of our ordinary shares and the Nasdaq Biotechnology Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2020, and reinvestment of dividends, if any. (4)The amounts represent the net income (loss) as reported in our audited financial statements for the applicable fiscal year. (5)As required by Item 402(v) of Regulation S-K, we have determined that the Company-Selected Measure is total revenues as reported in our audited financial statements for the applicable fiscal year.

  146. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between company TSR and that of the Nasdaq Biotechnology Index. As noted above, compensation actually paid for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  147. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    | | 2026 PROXY STATEMENT | 95 |

  148. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing by us under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference. Compensation Consultant Fees Since 2010, Aon has been engaged by our Compensation Committee each year to provide peer company and industry compensation data and provide our Compensation Committee with advice regarding executive officers’ compensation, including base salaries, performance-based bonuses and long-term equity incentives, advice regarding directors’ compensation as well as other matters under our Compensation Committee’s charter. In 2025, the cost of Aon’s consulting services directly related to our Compensation Committee support was approximately $338,684. Management also engaged with Aon for various insurance-related products and services, covering director and officer liability insurance, health and benefits, pension-related services, other insurance brokerage services and risk services to the business. The aggregate Aon revenue from these additional services in 2025 (not related to Aon’s compensation committee consulting services) was approximately $1,235,865. Although our Compensation Committee was aware of the nature of the services performed by Aon affiliates and the non-executive employee compensation survey data provided by Aon, our Compensation Committee did not review and approve such services, surveys and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business. Aon maintains certain policies and practices to protect the independence of the executive compensation consultants engaged by our Compensation Committee. In particular, Aon provides an annual update to our Compensation Committee on the financial relationship between Aon and our Company, and provides written assurances that, within Aon, the Aon consultants who perform executive compensation services for our Compensation Committee have compensation determined separately from Aon’s other lines of business and from the other services it provides to our Company. These safeguards were designed to help ensure that our Compensation Committee’s executive compensation consultants continued to fulfill their role in providing independent, objective advice.

  149. Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    | 96 | 2026 PROXY STATEMENT | |