JAZZ Form 4: Director Bruce Cozadd Withholds 15,647 Shares to Cover Taxes

Rhea-AI Filing Summary

Bruce C. Cozadd, a director of Jazz Pharmaceuticals plc (JAZZ), reported a transaction on 09/14/2025. The Form 4 shows 15,647 ordinary shares were disposed under code F(1) at a price of $126.16 per share. The filing explains the shares were withheld to satisfy tax obligations arising from the vesting of previously granted restricted stock units.

After the withholding, Mr. Cozadd beneficially owns 414,326 ordinary shares (reported as direct ownership). The Form 4 was signed on 09/17/2025 by an attorney-in-fact, and the reporting person is identified with an address in Dublin and relationship as Director.

Positive

• Transparent disclosure of insider share change via Form 4, including explanation for withholding
• Continued significant ownership with 414,326 ordinary shares reported after the transaction

Negative

• Reduction in direct holdings of 15,647 shares due to tax-withholding on vested RSUs

Insights

Securities Analyst

TL;DR: Routine tax withholding from RSU vesting resulted in a partial disposition of 15,647 shares; no unusual insider selling.

The reported transaction is coded F(1), which the filer explains as shares withheld to satisfy tax obligations related to RSU vesting. This is a common administrative disposition that reduces the insider's share count by the withheld amount rather than representing an open-market sale. The price per share reported ($126.16) reflects the value used for the withholding calculation on 09/14/2025. Because the report shows continued direct beneficial ownership of 414,326 shares, the filing indicates ongoing insider alignment with shareholder interests rather than a deliberate liquidity event.

Corporate Governance Expert

TL;DR: Filing documents compliant insider reporting and routine tax-related share withholding following RSU vesting.

The Form 4 identifies the reporting person as a director and documents the administrative withholding of 15,647 ordinary shares to satisfy tax obligations from vested RSUs. The form is signed by an attorney-in-fact and provides clear explanation of the transaction code. From a governance standpoint, this disclosure meets Section 16 reporting requirements and preserves transparency about changes in insider ownership levels.

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).

1. Name and Address of Reporting Person^*

COZADD BRUCE C

(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)
09/14/2025

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	09/14/2025		F(1)		15,647	D	$126.16	414,326	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. Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units.

	By: /s/Paz Dizon, as attorney in fact For: Bruce C Cozadd	09/17/2025
	** 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 transaction did Bruce C. Cozadd report on Form 4 for JAZZ?

The Form 4 reports a disposition of 15,647 ordinary shares on 09/14/2025, coded F(1) and priced at $126.16 per share.

Why were the 15,647 JAZZ shares disposed of by the reporting person?

The filing states the shares were withheld to satisfy tax obligations arising from the vesting of previously granted restricted stock units.

How many JAZZ shares does Bruce C. Cozadd beneficially own after the transaction?

After the reported withholding, Mr. Cozadd beneficially owns 414,326 ordinary shares (reported as direct ownership).

When was the Form 4 signed and who signed it?

The Form 4 includes a signature by /s/Paz Dizon, as attorney in fact for Bruce C Cozadd dated 09/17/2025.

What is transaction code F(1) on this Form 4?

On this filing, code F(1) corresponds to shares withheld to satisfy tax obligations related to RSU vesting, as explained in the form.