Jazz Pharma Insider Filing: Pearce’s 577-Share Tax Withholding, 40k+ Shares Retained

Rhea-AI Filing Summary

Form 4 highlight: On 08/05/2025 Jazz Pharmaceuticals (JAZZ) EVP & Chief Commercial Officer Samantha Pearce reported the disposition of 577 ordinary shares at $116.10 via code “F,” indicating shares were automatically withheld to satisfy tax obligations tied to the vesting of previously granted RSUs.

After this withholding, Pearce directly owns 40,815 ordinary shares. No derivative securities were exercised, and no open-market purchases or sales occurred. A footnote notes Pearce acquired 166 shares through the company’s Section 423 ESPP on 05/30/2025; these are already included in the current ownership total.

The transaction represents roughly 1.4 % of Pearce’s reported holdings and is routine, suggesting minimal signaling value. Investors may view the filing as neutral, with insider alignment largely unchanged.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; minimal market impact.

The Form 4 shows an executive’s administrative disposition, not an elective sale. Only 577 shares (≈1.4 % of holdings) were withheld to cover RSU taxes at $116.10. Post-transaction ownership remains a substantial 40,815 shares, suggesting continued alignment with shareholders. No derivative conversions or new option grants surfaced. Given the small size, absence of discretionary selling and the executive’s enlarged position from the recent ESPP purchase, I rate the filing neutral for share-price outlook.

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^*

Pearce Samantha

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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	08/05/2025		F(1)		577	D	$116.1	40,815(2)	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. Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units.

2. The Reporting Person acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan on May 30, 2025.

	By: /s/Adam Guttmann, as attorney in fact For: Samantha J Pearce	08/07/2025
	** Signature of Reporting Person	Date
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