Heather McSharry reduces holdings via tax sale after RSU grant at Jazz

Rhea-AI Filing Summary

Heather McSharry, a director of Jazz Pharmaceuticals (JAZZ), received 3,507 restricted stock units on 08/07/2025 under the company's 2007 Amended and Restated Non-Employee Directors Stock Award Plan. Each unit is a contingent right to one ordinary share and, subject to continued service and conditions, will vest in full on 07/24/2026.

On 08/08/2025 she sold 1,959 ordinary shares at $111.2497 per share to satisfy tax obligations arising from prior RSU vesting, leaving her with 20,449 ordinary shares beneficially owned (direct) following the reported transactions.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant and tax-related sale; aligns director incentives with shareholders without suggesting material change.

This Form 4 shows a standard non-employee director equity award and an associated sale to satisfy tax obligations. The 3,507 restricted stock units are compensation that vests subject to continued service on 07/24/2026, which supports alignment of interests between the director and shareholders. The sale of 1,959 shares at $111.2497 is described as tax-related and therefore not an opportunistic market disposition. These transactions are customary and typically not material to capital structure or control.

Securities Analyst

TL;DR: Insider activity appears procedural—award issuance and tax-driven sale—likely immaterial to JAZZ valuation or near-term market impact.

The reported acquisition of RSUs increases potential future share issuance if vested, but the units are contingent and scheduled to vest nearly a year later. The immediate sale of 1,959 shares at $111.2497 was executed to cover tax obligations from earlier vesting events and reduced post-transaction direct ownership to 20,449 shares. Absent larger-scale buying or selling, these actions are administrative and do not indicate a change in insider conviction or corporate control.

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
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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^*

McSharry Heather Ann

(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	22,408	D
Ordinary Shares	08/08/2025		F(2)		1,959	D	$111.2497	20,449	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: Heather McSharry	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

What insider transactions did Heather McSharry report for JAZZ?

She received 3,507 restricted stock units on 08/07/2025 and sold 1,959 ordinary shares on 08/08/2025 at $111.2497 per share to satisfy tax obligations.

What plan governs the restricted stock units granted to Heather McSharry?

The 2007 Amended and Restated Non-Employee Directors Stock Award Plan governs the 3,507 RSUs reported in the Form 4.

When do the granted RSUs vest?

The RSUs are scheduled to vest in full on 07/24/2026, subject to the reporting person's continuous service and other conditions.

How many Jazz shares does Heather McSharry beneficially own after these transactions?

20,449 ordinary shares (direct) are reported as beneficially owned following the transactions shown in the Form 4.

Why were shares sold on 08/08/2025?

The sale of 1,959 shares was executed to satisfy tax obligations arising from the vesting of previously granted restricted stock units, per the Form 4 explanation.