JAZZ Form 4: Norbert Riedel Granted RSUs and Sold Shares for Taxes

Rhea-AI Filing Summary

Norbert G. Riedel, a director of Jazz Pharmaceuticals (JAZZ), reported changes in his beneficial ownership on Form 4. On 08/07/2025 he was granted 3,507 restricted stock units under the issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan; each unit represents a contingent right to one ordinary share and the units vest in full on July 24, 2026. On 08/08/2025 he sold 1,805 ordinary shares at $111.2498 per share to satisfy tax obligations arising from prior RSU vesting, with 7,024 shares reported as beneficially owned directly after the sale. The filing also discloses 10,630 shares beneficially owned indirectly by the Norbert G. Riedel 2023 Trust. The Form 4 was signed by attorney Adam Guttmann on 08/11/2025.

Insights

Securities Analyst

TL;DR: Routine director compensation grant and a tax-related sale; limited market impact.

The Form 4 shows a standard grant of restricted stock units (3,507 RSUs) to Director Norbert G. Riedel on 08/07/2025 and a subsequent disposition of 1,805 shares on 08/08/2025 flagged as a sale to satisfy tax obligations at a price of $111.2498 per share. The RSUs vest on July 24, 2026, and are convertible to one ordinary share each. Post-transaction direct beneficial ownership is reported as 7,024 shares and an additional 10,630 shares are held indirectly by a family trust. These disclosures are routine compensation and tax-settlement transactions with no new operational or financial information for the company.

Corporate Governance Expert

TL;DR: Disclosure reflects director alignment through equity compensation and standard tax-related share disposition.

The filing documents the mechanics of director compensation and ownership structure: RSUs granted under the company plan that vest in 2026 and a contemporaneous sale of shares to cover tax liabilities from prior RSU vesting. The report also clarifies indirect ownership via the Norbert G. Riedel 2023 Trust (10,630 shares). From a governance perspective, the filing provides transparency on the director's equity incentives and related-party ownership without indicating any unusual governance action or change in 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^*

RIEDEL NORBERT G

(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	8,829	D
Ordinary Shares	08/08/2025		F(2)		1,805	D	$111.2498	7,024(3)	D
Ordinary Shares								10,630	I	by Trust

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.

3. Shares beneficially owned by NORBERT G. RIEDEL 2023 TRUST, an entity owned and controlled by the reporting person and his immediate family.

	By: /s/Adam Guttmann, as attorney in fact For: Norbert Riedel	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).
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FAQ

What did Norbert G. Riedel report on the Form 4 for JAZZ?

The Form 4 reports a grant of 3,507 restricted stock units on 08/07/2025, a sale of 1,805 shares on 08/08/2025 to satisfy taxes, and 10,630 shares held indirectly by his 2023 Trust.

When do the restricted stock units awarded to Riedel vest?

The restricted stock units vest in full on July 24, 2026 under the issuer's 2007 Non-Employee Directors Stock Award Plan.

How many shares were sold and at what price?

The filing shows a sale of 1,805 ordinary shares at a price of $111.2498 per share on 08/08/2025 to satisfy tax obligations.

How many shares does the Norbert G. Riedel 2023 Trust beneficially own?

The Form 4 discloses that the Norbert G. Riedel 2023 Trust beneficially owns 10,630 shares.

Who signed the Form 4 and when?

The Form 4 is signed by attorney Adam Guttmann on behalf of Norbert Riedel, dated 08/11/2025.