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JAZZ Form 4: Director Cozadd Reports Two 3,000-Share Sales Under 10b5-1

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bruce C. Cozadd, a director of Jazz Pharmaceuticals plc (JAZZ), reported two open-market sales executed under a Rule 10b5-1 trading plan on 09/02/2025. The filings show sales of 3,000 ordinary shares at $127.23 (leaving 432,973 shares beneficially owned) and 3,000 ordinary shares at $130.00 (leaving 429,973 shares beneficially owned) after each reported transaction. The report was signed by an attorney-in-fact on behalf of Mr. Cozadd on 09/04/2025 and includes a statement that the transactions were effected pursuant to a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • Director sold 6,000 shares in two transactions on 09/02/2025 at $127.23 and $130.00, reducing beneficial holdings to 429,973 shares.
  • Insider sale disclosed may be viewed negatively by some investors despite being executed under a Rule 10b5-1 plan.

Insights

TL;DR: Routine director share disposals via a 10b5-1 plan; modest in size relative to typical director holdings and unlikely to signal company-specific material change.

The Form 4 discloses two sales of 3,000 ordinary shares each on 09/02/2025 at $127.23 and $130.00 under a pre-established Rule 10b5-1 plan. Because the sales were executed pursuant to an affirmative defense trading plan, they represent scheduled dispositions rather than ad hoc insider trades. The remaining reported beneficial ownership after the two sales is 429,973 shares. For investors, this filing documents insider liquidity but provides no new company operational or financial information.

TL;DR: Disclosure complies with Section 16 timing and Rule 10b5-1 transparency; the filing is standard governance practice.

The report identifies Mr. Cozadd as a director and flags the use of a Rule 10b5-1 plan, which offers an affirmative defense against insider trading claims when properly adopted. The filing includes an attorney-in-fact signature and provides precise post-transaction holdings. This is a routine governance disclosure that enhances transparency about insider transactions but does not indicate governance concerns by itself.

Insider COZADD BRUCE C
Role Director
Sold 6,000 shs ($772K)
Type Security Shares Price Value
Sale Ordinary Shares 3,000 $127.23 $382K
Sale Ordinary Shares 3,000 $130.00 $390K
Holdings After Transaction: Ordinary Shares — 432,973 shares (Direct)
Footnotes (1)
  1. [object Object]
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
COZADD BRUCE C
(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)
09/02/2025
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 09/02/2025 S(1) 3,000 D $127.23 432,973 D
Ordinary Shares 09/02/2025 S(1) 3,000 D $130 429,973 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
By: /s/Paz Dizon, as attorney in fact For: Bruce C Cozadd 09/04/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Bruce C. Cozadd report in the Form 4 for JAZZ?

He reported two sales of ordinary shares on 09/02/2025—3,000 shares at $127.23 and 3,000 shares at $130.00—with beneficial ownership reported as 432,973 and then 429,973 shares respectively.

Were the JAZZ transactions part of a Rule 10b5-1 plan?

Yes. The filer stated the transactions were effected pursuant to a Rule 10b5-1 trading plan, indicating scheduled trades under that plan.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Bruce C. Cozadd by an attorney-in-fact (/s/Paz Dizon) on 09/04/2025.

Does this Form 4 disclose any derivative transactions for JAZZ?

No. Table II for derivative securities shows no derivative transactions reported.

What is the reporting person's relationship to JAZZ?

The form designates Bruce C. Cozadd as a Director of Jazz Pharmaceuticals plc.