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Jazz Pharmaceuticals (JAZZ) CFO reports 3,343-share tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jazz Pharmaceuticals EVP & Chief Financial Officer Philip L. Johnson reported a routine tax-withholding transaction related to equity compensation. On the vesting of previously granted restricted stock units, 3,343 ordinary shares were withheld at $237.72 per share to satisfy tax obligations. After this disposition, he directly holds 56,431 ordinary shares. A footnote also notes he acquired 166 ordinary shares under a Section 423 employee stock purchase plan on May 29, 2026.

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Insider Johnson Philip L
Role EVP & Chief Financial Officer
Type Security Shares Price Value
Tax Withholding Ordinary Shares 3,343 $237.72 $795K
Holdings After Transaction: Ordinary Shares — 56,431 shares (Direct, null)
Footnotes (1)
  1. Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units. The Reporting Person acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan on May 29, 2026.
Tax-withholding shares 3,343 shares Ordinary shares withheld to satisfy tax obligations on RSU vesting
Tax-withholding price $237.72 per share Value used for withholding 3,343 ordinary shares
Shares held after transaction 56,431 shares Direct ordinary share holdings after tax-withholding disposition
ESPP acquisition 166 shares Ordinary shares acquired under Section 423 Employee Stock Purchase Plan on May 29, 2026
Tax-withholding transactions 1 transaction; 3,343 shares Aggregate tax-withholding activity in transaction summary
restricted stock units financial
"vesting of a portion of previously granted restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Section 423 Employee Stock Purchase Plan financial
"acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan"
tax obligations financial
"Shares withheld to satisfy tax obligations arising out of vesting"
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.
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Learn about SEC filing dates
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*
Johnson Philip L

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
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 Shares06/30/2026F(1)3,343D$237.7256,431(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units.
2. The Reporting Person acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan on May 29, 2026.
By: /s/Paz Dizon, as attorney in fact For: Philip L. Johnson07/02/2026
** 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)

FAQ

What insider transaction did Jazz Pharmaceuticals (JAZZ) report for Philip L. Johnson?

Jazz Pharmaceuticals reported that CFO Philip L. Johnson had 3,343 ordinary shares withheld to cover taxes from vesting restricted stock units. This is recorded as a tax-withholding disposition, not an open-market sale or purchase of shares.

How many Jazz Pharmaceuticals shares were withheld for taxes in this Form 4?

A total of 3,343 ordinary shares of Jazz Pharmaceuticals were withheld at $237.72 per share. The shares satisfied tax obligations arising from the vesting of a portion of previously granted restricted stock units held by the company’s CFO.

How many Jazz Pharmaceuticals shares does the CFO hold after this tax withholding?

Following the tax-withholding transaction, CFO Philip L. Johnson directly holds 56,431 ordinary shares of Jazz Pharmaceuticals. This figure represents his direct ownership after 3,343 shares were withheld to meet tax liabilities tied to RSU vesting.

Was the Jazz Pharmaceuticals CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 classifies it as a tax-withholding disposition, where 3,343 shares were withheld by the issuer to cover tax obligations from restricted stock unit vesting.

Did the Jazz Pharmaceuticals CFO recently acquire any shares through an employee plan?

Yes. A footnote states the reporting person acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan on May 29, 2026. This acquisition is separate from the tax-withholding disposition reported in the main transaction table.