Seamus Mulligan receives 3,507 RSUs at Jazz; Nerano Pharma holds 101,621 shares

Rhea-AI Filing Summary

Seamus Mulligan, a director of Jazz Pharmaceuticals (JAZZ), was granted 3,507 restricted stock units on 08/07/2025. Each unit represents a contingent right to one ordinary share and, subject to continuous service and plan conditions, the units will vest in full on July 24, 2026.

Following the reported transaction, the filing shows the reporting person beneficially owns 1,179,613 shares directly and 101,621 shares indirectly through Nerano Pharma Limited, an entity owned and controlled by the reporting person and his immediate family. The grant was made under the Issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan.

Positive

• 3,507 restricted stock units granted to a director under the company’s non-employee directors plan, linking pay to shareholder value.
• Substantial disclosed ownership: 1,179,613 shares held directly and 101,621 shares held indirectly via Nerano Pharma Limited, improving transparency.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received routine RSU award; significant reported direct and indirect holdings clarify insider stake.

The Form 4 documents a standard non-employee director equity award of 3,507 restricted stock units that convert one-for-one to ordinary shares upon vesting. The filing quantifies the reporting person’s stake as 1,179,613 shares direct plus 101,621 shares indirect, held by Nerano Pharma Limited. For investors, this clarifies current insider ownership levels and the timeline for potential share issuance tied to vesting on July 24, 2026.

Corporate Governance Expert

TL;DR: Award aligns director incentives with shareholders; vesting is conditional, maintaining retention incentive.

The award was granted under the company’s non-employee directors plan, creating alignment through equity compensation. Vesting is contingent on continued service and specified conditions, with full vesting scheduled for July 24, 2026. The filing also discloses indirect ownership via an entity controlled by the director and immediate family, which is important for transparency in related-party ownership disclosures.

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^*

Mulligan Seamus

(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	1,179,613	D
Ordinary Shares								101,621	I	By Nerano Pharma Lim(2)

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 beneficially owned by Nerano Pharma Limited, an entity owned and controlled by the reporting person and his immediate family.

	By: /s/Adam Guttmann, as attorney in fact For: Seamus Mulligan	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 securities transaction did Seamus Mulligan report on Form 4 for JAZZ?

The Form 4 reports a grant of 3,507 restricted stock units on 08/07/2025 under the issuer’s director stock award plan.

When will the granted restricted stock units vest?

The restricted stock units are scheduled to vest in full on July 24, 2026, subject to the reporting person’s continuous service and plan conditions.

How many Jazz Pharmaceuticals shares does the reporting person beneficially own after the transaction?

The filing shows 1,179,613 shares beneficially owned directly and 101,621 shares beneficially owned indirectly through Nerano Pharma Limited.

What is Nerano Pharma Limited's relationship to the reporting person?

The filing states Nerano Pharma Limited is an entity owned and controlled by the reporting person and his immediate family, which holds indirect beneficial shares.

Under which plan were the restricted stock units granted?

The restricted stock units were granted pursuant to the issuer’s 2007 Amended and Restated Non-Employee Directors Stock Award Plan.