Net Income (Loss) per Ordinary Share

6 Months Ended

Jun. 30, 2025

Basic net income (loss) per ordinary share is based on the weighted-average number of ordinary shares outstanding. Diluted net income (loss) per ordinary share is based on the weighted-average number of ordinary shares outstanding and potentially dilutive ordinary shares outstanding.

Basic and diluted net income (loss) per ordinary share were computed as follows (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Numerator:


Net income (loss)	$	(718,470)	$	168,568	$	(811,011)	$	153,950
Effect of interest on assumed conversions of the 2026 Notes, net of tax	—		4,878		—		9,733
Net income (loss) for dilutive net income (loss) per ordinary share	$	(718,470)	$	173,446	$	(811,011)	$	163,683

Denominator:
Weighted-average ordinary shares used in per share calculations - basic	61,194		62,882		61,087		62,710
Dilutive effect of the 2026 Notes	—		6,418		—		6,418
Dilutive effect of employee equity incentive and purchase plans	—		325		—		556
Weighted-average ordinary shares used in per share calculations - diluted	61,194		69,625		61,087		69,684

Net income (loss) per ordinary share:



Basic	$	(11.74)	$	2.68	$	(13.28)	$	2.45



Diluted	$	(11.74)	$	2.49	$	(13.28)	$	2.35

Potentially dilutive ordinary shares from our employee equity incentive and purchase plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs and PRSUs, the assumed exercise of share options and the assumed issuance of ordinary shares under our ESPP.

In July 2024, we irrevocably elected to fix the settlement method for exchanges of the 2026 Notes to a combination of cash and ordinary shares of Jazz Pharmaceuticals plc with a specified cash amount per $1,000 principal amount of 2026 Notes exchanged equal to or in excess of $1,000. As a result of the election, an exchanging holder will receive (i) up to $1,000 in cash per $1,000 principal amount of 2026 Notes exchanged and (ii) cash, ordinary shares, or any combination thereof, at our election, in respect of the remainder, if any, of its exchange obligation in excess of $1,000 per $1,000 principal amount of 2026 Notes exchanged. The potential issue of ordinary shares upon exchange of the 2026 Notes was anti-dilutive and had no impact on diluted net loss per ordinary share for the three and six months ended June 30, 2025.

For the 2030 Notes, we are required to settle the principal amount in cash and have the option to settle the conversion feature for the amount above the conversion price, or the conversion spread, in cash, ordinary shares or a combination of cash and ordinary shares. The conversion spread will have a dilutive impact on diluted net income per ordinary share when the average market price of our ordinary shares for a given period exceeds the conversion price, of approximately $153.05 per ordinary share, of the 2030 Notes. The average market price of our ordinary shares for the three and six months ended June 30, 2025 did not exceed the conversion price of the 2030 Notes.

The following table represents the weighted-average ordinary shares that were excluded from the calculation of diluted net income (loss) per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands):


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Employee equity incentive and purchase plans	6,805	6,928	5,345	4,820