Jazz (JAZZ) CLO uses 3,275 vested shares to settle taxes

Rhea-AI Filing Summary

Jazz Pharmaceuticals’ EVP & Chief Legal Officer Neena M. Patil reported equity compensation activity in the company’s ordinary shares. On January 16, 2026, she received 8,852 ordinary shares at $0.0 per share upon vesting of performance share awards that were originally granted on March 3, 2023, after performance goals were certified as achieved.

On the same date, 3,275 ordinary shares were disposed of at $171.16 per share, with the filing explaining these shares were withheld from the vesting and distribution of the performance awards to satisfy her tax obligations. After these transactions, she directly beneficially owned 53,339 ordinary shares of Jazz Pharmaceuticals.

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

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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^*

Patil Neena M

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		A(1)		8,852	A	$0.0	56,614(2)	D
Ordinary Shares	01/16/2026		D(3)		3,275	D	$171.16	53,339	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. Represents ordinary shares of the Issuer delivered pursuant to the terms of performance share awards made to the reporting person on March 3, 2023. The performance-based vesting requirements applicable to such awards were satisfied on January 16, 2026, which represents the date on which the level of performance attained was certified.

2. The Reporting Person acquired 116 ordinary shares on May 30, 2025 and 120 ordinary shares on November 28, 2025 under a Section 423 Employee Stock Purchase Plan.

3. Shares withheld from the vesting and distribution of performance share awards to satisfy the reporting person's tax obligations.

	By: /s/Paz Dizon, as attorney in fact For: Neena M Patil	01/21/2026
	** 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 insider transaction did Neena M. Patil report for JAZZ on January 16, 2026?

Neena M. Patil, EVP & Chief Legal Officer of Jazz Pharmaceuticals, reported the vesting and delivery of 8,852 ordinary shares on January 16, 2026 from performance share awards granted on March 3, 2023.

Why were 3,275 Jazz Pharmaceuticals (JAZZ) shares disposed of in this Form 4?

The filing states that 3,275 ordinary shares were withheld from the vesting and distribution of the performance share awards at $171.16 per share to satisfy Neena M. Patil’s tax obligations.

How many Jazz Pharmaceuticals shares does Neena M. Patil own after this Form 4?

Following the reported transactions, Neena M. Patil beneficially owned 53,339 ordinary shares of Jazz Pharmaceuticals, held directly.

What was the source of the 8,852 Jazz ordinary shares reported as acquired?

The 8,852 ordinary shares were delivered under performance share awards granted on March 3, 2023, after performance-based vesting requirements were certified as satisfied on January 16, 2026.

Were the JAZZ shares acquired by Neena M. Patil purchased on the open market?

No. The Form 4 explains that the 8,852 shares were delivered under previously granted performance share awards, and the 3,275 shares marked as disposed were withheld to cover tax liabilities, rather than being a discretionary market sale.

Does this JAZZ Form 4 mention any employee stock purchase plan activity?

Yes. A footnote notes that Neena M. Patil had previously acquired 116 ordinary shares on May 30, 2025 and 120 ordinary shares on November 28, 2025 under a Section 423 Employee Stock Purchase Plan.