Jazz Pharmaceuticals (JAZZ) CEO nets vested shares after tax withholding

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc President & CEO Renee D. Gala reported changes in her holdings of ordinary shares tied to performance-based equity awards. On January 16, 2026, she received 12,741 ordinary shares at a price of $0.00 per share, delivered upon the vesting of performance share awards that were originally granted on March 3, 2023, after performance was certified as achieved.

On the same date, 5,371 ordinary shares were withheld at a price of $171.16 per share to cover her tax obligations related to the vesting and distribution of these performance share awards. Following these transactions, Gala directly beneficially owns 115,230 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

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^*

GALA RENEE D

(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)
	President & CEO

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)		12,741	A	$0.0	120,601	D
Ordinary Shares	01/16/2026		F(2)		5,371	D	$171.16	115,230	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. 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: Renee D Gala	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).
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 insider transactions did JAZZ President & CEO Renee D. Gala report?

Renee D. Gala reported two transactions in Jazz Pharmaceuticals ordinary shares on January 16, 2026: an acquisition of 12,741 shares at $0.00 per share from vested performance share awards, and a disposition of 5,371 shares at $171.16 per share that were withheld to satisfy tax obligations.

How many Jazz Pharmaceuticals (JAZZ) shares does Renee D. Gala own after these transactions?

After the reported transactions on January 16, 2026, Renee D. Gala directly beneficially owns 115,230 ordinary shares of Jazz Pharmaceuticals.

What triggered the 12,741-share award to JAZZ CEO Renee D. Gala?

The 12,741 ordinary shares were delivered under performance share awards granted to Renee D. Gala on March 3, 2023, after the performance-based vesting requirements were satisfied and the level of performance was certified on January 16, 2026.

Why were 5,371 JAZZ shares disposed of in Renee D. Gala’s Form 4?

The 5,371 ordinary shares shown as a disposition with code F were withheld from the vesting and distribution of performance share awards to satisfy Renee D. Gala’s tax obligations related to that vesting.

Are the reported JAZZ share transactions direct or indirect holdings for Renee D. Gala?

Both reported transactions involve ordinary shares held directly by Renee D. Gala, as indicated by the ownership form marked "D" for direct beneficial ownership.

What do the transaction codes A and F mean in the JAZZ Form 4 for Renee D. Gala?

In this Form 4, code A reflects an acquisition of 12,741 ordinary shares from vested performance share awards, while code F reflects a disposition of 5,371 shares withheld to cover tax obligations upon that vesting.