Jazz Pharmaceuticals director RSU award of 3,507 units and 1,805-share sell-to-cover

Rhea-AI Filing Summary

Laura Hamill, a director of Jazz Pharmaceuticals (JAZZ), reported two related transactions. On 08/07/2025 she was granted 3,507 restricted stock units under the issuer's non-employee directors stock award plan; each unit represents a contingent right to one ordinary share and the units are scheduled to vest in full on July 24, 2026, subject to continued service and plan conditions. On 08/08/2025 she sold 1,805 shares to satisfy tax obligations arising from prior RSU vesting at a reported price of $111.2502 per share. Reported beneficial ownership was 8,738 shares after the grant and 6,933 shares after the sale. These filings reflect routine director compensation and a sell-to-cover tax transaction.

Insights

Securities Analyst

TL;DR: Routine director RSU grant and sell-to-cover; no material market impact indicated.

The Form 4 discloses a grant of 3,507 RSUs and a subsequent sale of 1,805 shares at $111.2502 to satisfy taxes. The RSUs are contingent rights to receive ordinary shares and vest on July 24, 2026 if conditions are met. The transactions moved beneficial ownership from 8,738 to 6,933 shares. These actions are standard director compensation mechanics and a routine sell-to-cover; they do not, by themselves, signal operational or financial changes at the company.

Corporate Governance Expert

TL;DR: Director award aligns incentives through deferred equity; vesting schedule encourages continued service.

The grant of 3,507 restricted stock units under the non-employee directors plan creates deferred equity alignment between the director and shareholders because each unit converts to one share upon vesting. The full vest date is disclosed as July 24, 2026 and is conditioned on continuous service. The sale of 1,805 shares to cover tax liabilities is a typical administrative step following vesting. Governance-wise, these are routine compensation and tax-related transactions rather than governance red flags.

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

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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^*

Hamill Laura

(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	8,738	D
Ordinary Shares	08/08/2025		F(2)		1,805	D	$111.2502	6,933	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: Laura Hamill	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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