Jazz Pharmaceuticals director RSU grant and tax-withholding sale reduces holdings to 14,393

Rhea-AI Filing Summary

Rick E Winningham, a director of Jazz Pharmaceuticals (JAZZ), reported a grant of 3,507 restricted stock units on 08/07/2025. Each restricted stock unit represents a contingent right to receive one ordinary share and, subject to continued service and conditions, the units are scheduled to vest in full on July 24, 2026. The grant is under the issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan and is reported with an acquisition price of $0.00.

The filing also discloses a sale on 08/08/2025 of 1,805 shares at $111.2524 described as shares sold to satisfy tax obligations arising from prior RSU vesting. Reported beneficial ownership moved from 16,198 shares after the grant to 14,393 shares after the sale.

Insights

Corporate Governance Expert

TL;DR: Director received RSUs vesting July 24, 2026; a subsequent sale of shares satisfied tax obligations, changing beneficial ownership modestly.

The filing shows a standard non-employee director award: 3,507 restricted stock units awarded under the company's 2007 plan, with vesting contingent on continued service and additional conditions. The follow-on disposition of 1,805 shares at $111.2524 is explicitly described as a sale to satisfy tax obligations. From a governance standpoint, these entries document compensation mechanics and tax withholding activity rather than a discretionary open-market trade by the director.

Securities Analyst

TL;DR: Grant of 3,507 RSUs and sale of 1,805 shares left the director with 14,393 shares; transaction sizes are small relative to typical public float.

Key numeric details in the report include the RSU grant of 3,507 units (acquisition price shown as $0.00), the vesting date of July 24, 2026, and the sale of 1,805 shares at $111.2524 for tax withholding purposes. Beneficial ownership is reported as 16,198 after the grant and 14,393 after the sale. These are disclosure and compensation-related events; the filing does not present material operational or financial changes for the issuer.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Winningham Rick E

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	1,805	$111.2524	$201K
Grant/Award	Ordinary Shares	3,507	$0.00	--

Holdings After Transaction: Ordinary Shares — 14,393 shares (Direct)

Footnotes (1)

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. Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.

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).

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^*

Winningham Rick E

(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	16,198	D
Ordinary Shares	08/08/2025		F(2)		1,805	D	$111.2524	14,393	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: Rick E Winningham	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 transactions did Rick E Winningham report on the JAZZ Form 4?

The Form 4 reports a grant of 3,507 restricted stock units on 08/07/2025 and a sale of 1,805 shares on 08/08/2025 at $111.2524.

When will the restricted stock units granted to Rick E Winningham vest?

The restricted stock units are scheduled to vest in full on July 24, 2026, subject to continuous service and additional conditions.

Why were 1,805 shares sold and at what price?

The filing states those shares were sold to satisfy tax obligations arising from previously granted RSUs, at a price of $111.2524 per share.

How did beneficial ownership change after the reported transactions?

Beneficial ownership was reported as 16,198 shares following the RSU grant and 14,393 shares after the tax-withholding sale.

What is the reporting person's relationship to Jazz Pharmaceuticals?

The reporting person is Rick E Winningham, listed on the form as a Director of the issuer.