Director Jennifer Cook Reports RSU Grant and Tax-Related Share Sale

Rhea-AI Filing Summary

Jennifer E. Cook, a director of Jazz Pharmaceuticals (JAZZ), reported equity activity involving restricted stock units and a share sale on Form 4. The filing shows a grant of 3,507 restricted stock units under the company's director award plan; each unit represents a contingent right to one ordinary share and the units vest in full on July 24, 2026 subject to continuous service and plan conditions. Following that grant the reported beneficial ownership rose to 12,642 ordinary shares.

The filing also discloses a sale of 1,805 shares at a price of $111.2494 described as shares sold to satisfy tax obligations arising from vesting of previously granted restricted stock units, leaving 10,837 shares beneficially owned by the reporting person after the sale.

Positive

• 3,507 RSUs granted to a non-employee director, aligning her financial interests with shareholders
• Vesting schedule provided (units vest in full on July 24, 2026), giving transparency on timing

Negative

• 1,805 shares sold to satisfy tax obligations, reducing reported beneficial ownership from 12,642 to 10,837 shares
• Sale price disclosed ($111.2494), indicating a realized disposition rather than only grant activity

Insights

Securities Analyst

TL;DR: Director received 3,507 RSUs and sold 1,805 shares to cover taxes; net holdings remain disclosed.

The Form 4 details a standard non-employee director equity award and a contemporaneous sell-to-cover transaction. The 3,507 RSU grant is a typical alignment mechanism for non-employee directors, with vesting contingent on continued service and specified conditions. The reported 1,805-share sale at $111.2494 is explicitly described as tax-related, not presented as a discretionary liquidity event. Net beneficial ownership moves from 12,642 to 10,837 shares, reflecting those two reported entries. For investors, this filing documents management alignment and routine tax-driven selling rather than a strategic divestiture.

Corporate Governance Expert

TL;DR: Governance signal: director compensation via RSUs and an administrative sell-to-cover are disclosed; no governance red flags in the filing.

The filing shows the issuer used its 2007 Amended and Restated Non-Employee Directors Stock Award Plan to grant RSUs that vest on a specified future date, which is standard practice to align outside directors with shareholder interests. The explanatory footnote clearly states the sale was to satisfy tax obligations from prior vesting, a common administrative step. There are no disclosures of accelerated vesting, loans, pledges, or derivative transactions here. From a governance perspective, the document contains routine equity compensation and tax-related disposition activity only.

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^*

Cook Jennifer E.

(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	$111.2494	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: Jennifer Cook	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

Who filed this Form 4 for JAZZ?

Jennifer E. Cook, a director of Jazz Pharmaceuticals, filed the Form 4 (reporting by an issuer director).

What equity award was reported on the JAZZ Form 4?

A grant of 3,507 restricted stock units (RSUs) under the company's non-employee directors stock award plan.

When do the granted RSUs vest?

The RSUs are reported to vest in full on July 24, 2026, subject to continuous service and plan conditions.

How many shares were sold and at what price?

1,805 shares were sold at a price of $111.2494; the sale was described as to satisfy tax obligations from vesting.

What is the reporting person’s beneficial ownership after the transactions?

After the reported grant and sale the filing shows 10,837 ordinary shares beneficially owned by the reporting person.