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Jazz Pharmaceuticals (JAZZ) director sells shares after exercising stock options

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jazz Pharmaceuticals director Rick E. Winningham exercised stock options and sold shares in the company. On May 22, 2026, he sold 2,741 Ordinary Shares in an open-market transaction at $241.57 per share, and exercised 3,415 Non-Qualified Stock Options at a $138.08 exercise price.

The options were originally granted in August 2016 and had fully vested by August 1, 2017. Following these transactions, Winningham directly holds 9,567 Ordinary Shares of Jazz Pharmaceuticals, indicating he retained a meaningful equity stake after the exercise-and-sale activity.

Positive

  • None.

Negative

  • None.
Insider Winningham Rick E
Role Director
Sold 2,741 shs ($662K)
Approx. gross sale proceeds $662K
Approx. exercise cost $472K
Type Security Shares Price Value
Exercise Non-Qualified Stock Option (right to buy) 3,415 $0.00 $0.00
Exercise Ordinary Shares 3,415 $138.08 $472K
Sale Ordinary Shares 2,741 $241.57 $662K
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 0 shares (Direct); Ordinary Shares — 9,567 shares (Direct)
Footnotes (1)
  1. F1. This non-qualified stock option was granted on August 11, 2016 and vested over a period of one year from September 1, 2016. The options were fully vested as of August 1, 2017.
Shares sold 2,741 shares Ordinary Shares sold on May 22, 2026
Sale price $241.57 per share Open-market sale of Ordinary Shares
Options exercised 3,415 shares Non-Qualified Stock Option exercise on May 22, 2026
Option exercise price $138.08 per share Exercise price for Non-Qualified Stock Option
Shares held after sale 9,567 shares Total Ordinary Shares directly held following transactions
Option expiration date August 10, 2026 Expiration date of exercised Non-Qualified Stock Option
Non-Qualified Stock Option (right to buy) financial
"security_title: "Non-Qualified Stock Option (right to buy)""
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
vested financial
"The options were fully vested as of August 1, 2017."
Ordinary Shares financial
"security_title: "Ordinary Shares""
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Jazz Pharmaceuticals (JAZZ) director Rick Winningham do in this Form 4 filing?

Rick Winningham reported an option exercise and a related share sale. He exercised 3,415 Non-Qualified Stock Options and sold 2,741 Ordinary Shares on May 22, 2026, reflecting a typical compensation-related transaction while maintaining a direct equity position in Jazz Pharmaceuticals.

How many Jazz Pharmaceuticals (JAZZ) shares did Rick Winningham sell and at what price?

He sold 2,741 Ordinary Shares at $241.57 per share. This open-market sale was reported as a non-derivative transaction and occurred on May 22, 2026, as part of broader activity that also included exercising previously granted Non-Qualified Stock Options.

What stock options did Rick Winningham exercise in Jazz Pharmaceuticals (JAZZ)?

He exercised 3,415 Non-Qualified Stock Options with a $138.08 exercise price. These options were granted on August 11, 2016 and vested over one year from September 1, 2016, becoming fully vested by August 1, 2017 before being exercised in this transaction.

How many Jazz Pharmaceuticals (JAZZ) shares does Rick Winningham hold after these transactions?

After the reported transactions, he directly holds 9,567 Ordinary Shares. This post-transaction balance reflects his remaining equity position in Jazz Pharmaceuticals following both the exercise of 3,415 options and the sale of 2,741 shares on May 22, 2026.

Were Rick Winningham’s Jazz Pharmaceuticals (JAZZ) option exercises tied to an old grant?

Yes. The Non-Qualified Stock Option exercised for 3,415 shares was granted on August 11, 2016. It vested over one year starting September 1, 2016 and was fully vested as of August 1, 2017, indicating a long-standing compensation award realized in 2026.

What was the exercise price and expiration date of Rick Winningham’s Jazz (JAZZ) stock options?

The exercised Non-Qualified Stock Option had a $138.08 exercise price and an August 10, 2026 expiration date. Exercising 3,415 underlying Ordinary Shares before expiration converted this derivative position into directly held shares, some of which were then sold in the market.
SEC Form 4
FORM 4UNITED 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

(City)(State)(Zip)

IRELAND

(Country)
2. Issuer Name and Ticker or Trading Symbol
Jazz Pharmaceuticals plc [ JAZZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/22/2026M3,415A$138.0812,308D
Ordinary Shares05/22/2026S2,741D$241.579,567D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)$138.0805/22/2026M3,415 (1)08/10/2026Ordinary Shares3,415$0.00D
Explanation of Responses:
1. This non-qualified stock option was granted on August 11, 2016 and vested over a period of one year from September 1, 2016. The options were fully vested as of August 1, 2017.
By: /s/Paz Dizon, as attorney in fact For: Rick E. Winningham05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)