Jazz Pharmaceuticals insider: 3,507 RSUs awarded; 1,805 shares sold for taxes

Rhea-AI Filing Summary

Mark D. Smith, a director of Jazz Pharmaceuticals plc (JAZZ), reported two related equity transactions. On 08/07/2025 he was recorded as acquiring 3,507 restricted stock units (RSUs) under the companys 2007 Non-Employee Directors Stock Award Plan; each unit represents a right to receive one ordinary share and the RSUs are scheduled to vest in full on July 24, 2026 subject to service and plan conditions. The filing shows these units recorded at a $0.0 acquisition price for reporting purposes.

On 08/08/2025 the reporting person disposed of 1,805 ordinary shares at a price of $111.2502 per share to satisfy tax obligations arising from the vesting of previously granted RSUs. After the transactions the filing lists 10,837 shares beneficially owned by the reporting person.

Insights

Securities Analyst

TL;DR: Director received 3,507 RSUs and sold 1,805 shares to cover taxes; transactions appear routine and information is procedurally standard.

This Form 4 discloses a director-level equity award and a contemporaneous disposition to satisfy tax obligations. The RSU grant (3,507 units) increases contingent share exposure until vesting on July 24, 2026. The sale of 1,805 shares at $111.2502 is explicitly for tax withholding related to prior RSU vesting. These transactions do not signal a change in control, large-scale insider divestiture, or additional derivative activity. From a market-impact perspective, the amounts reported are small relative to typical public float and do not present a material shift in insider ownership.

Impact assessment: not impactful

Corporate Governance Expert

TL;DR: Reported RSUs align director compensation with shareholder interests; the disposal was a tax-related withholding sale as disclosed.

The disclosure shows compensation delivered as restricted stock units under the issuers director award plan, with vesting contingent on continued service. The filings explanatory note explicitly states the sale of 1,805 shares was to satisfy tax obligations from prior RSU vesting, which is a common mechanism employers use for tax withholding. No officer-level title changes, option exercises, or derivative transactions are reported. Governance implications are limited to routine director equity compensation administration.

Impact assessment: not impactful

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Mark Douglas

(Last) (First) (Middle)

5TH FL, WATERLOO EXCHANGE

WATERLOO RD

(Street)

DUBLIN 4 L2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [ JAZZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/07/2025		A(1)		3,507	A	$0.0	12,642	D
Ordinary Shares	08/08/2025		F(2)		1,805	D	$111.2502	10,837	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These restricted stock units are granted pursuant to the Issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. Subject to the Reporting Person's continuous service and certain additional conditions, these units will vest in full on July 24, 2026.

2. Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.

	By: /s/Adam Guttmann, as attorney in fact For: Mark D. Smith	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did the JAZZ insider report on the Form 4?

The reporting person acquired 3,507 RSUs on 08/07/2025 and disposed of 1,805 ordinary shares on 08/08/2025.

Why were 1,805 shares sold by the JAZZ director?

The filing states the 1,805 shares were sold to satisfy tax obligations arising from the vesting of previously granted restricted stock units.

At what price were the shares sold in the JAZZ insider transaction?

The reported sale price was $111.2502 per share.

When will the newly reported RSUs for JAZZ vest?

The restricted stock units are scheduled to vest in full on July 24, 2026, subject to continuous service and plan conditions.

How many JAZZ shares does the reporting person beneficially own after these transactions?

After the transactions the filing shows the reporting person beneficially owned 10,837 shares.