Insider Sale of 1,959 JAZZ Shares at $111.25; 3,507 RSUs Granted

Rhea-AI Filing Summary

Patrick Kennedy, a director of Jazz Pharmaceuticals (JAZZ), received a grant of 3,507 restricted stock units under the issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan. Each restricted stock unit represents a contingent right to one ordinary share upon vesting; the units will vest in full on July 24, 2026 subject to the reporting person's continuous service and additional conditions.

Following the grant activity, the reporting person sold 1,959 shares at $111.2506 per share to satisfy tax obligations arising from the vesting of previously granted restricted stock units, which reduced beneficial ownership from 8,661 shares to 6,702 shares.

Positive

• Grant of 3,507 restricted stock units under the Issuer's 2007 Non-Employee Directors Stock Award Plan
• RSUs vest in full on July 24, 2026, providing a future economic interest contingent on service and conditions

Negative

• Sale of 1,959 shares at $111.2506 to satisfy tax obligations tied to prior RSU vesting
• Reported beneficial ownership decreased from 8,661 shares to 6,702 shares following the sale

Insights

Financial Analyst

TL;DR: Routine director equity grant and tax-related sale; modest change in reported beneficial holdings, no debt or performance metrics disclosed.

The Form 4 shows a grant of 3,507 restricted stock units that convert to ordinary shares upon vesting and a subsequent sale of 1,959 shares at $111.2506 to cover tax obligations. This filing documents equity compensation mechanics for a non-employee director and a tax-withholding sale tied to vesting. The change in reported beneficial ownership from 8,661 to 6,702 shares is explicit in the filing; there are no additional financial results or corporate actions disclosed here.

Corporate Governance Expert

TL;DR: Standard director award under the company plan and a compensatory tax-related disposition; disclosure aligns with Section 16 requirements.

The submission documents a board director receiving equity under the company's 2007 non-employee directors plan with vesting conditions dated July 24, 2026. The sale of 1,959 shares is explicitly described as being executed to satisfy tax obligations arising from vesting. Both the grant and the tax-sale are typical governance/compensation events and are reported on separate lines as required; no unusual governance actions or exceptions are indicated in the form.

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

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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^*

Kennedy Patrick

(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	8,661	D
Ordinary Shares	08/08/2025		F(2)		1,959	D	$111.2506	6,702	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: Patrick Kennedy	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.
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FAQ

What did Patrick Kennedy report on the JAZZ Form 4?

The Form 4 discloses a grant of 3,507 restricted stock units and a sale of 1,959 shares executed to satisfy tax obligations.

When do the granted RSUs vest for Patrick Kennedy?

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

How many JAZZ shares does Kennedy own after the reported transactions?

The filing shows beneficial ownership of 6,702 shares following the reported sale.

At what price were the shares sold to cover taxes?

The sale to satisfy tax obligations was executed at $111.2506 per share.

Under what plan were the restricted stock units granted?

The RSUs were granted pursuant to the issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan.