Jazz Pharma director uses 1,706 shares for taxes

A Jazz Pharmaceuticals director used 1,706 shares on August 31, 2026 to cover taxes from restricted stock unit vesting, not through an open-market sale.

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc (JAZZ) reported that director Rick E. Winningham had a total of 1,706 Ordinary Shares delivered or withheld on August 31, 2026 to satisfy tax obligations arising from the vesting of previously granted restricted stock units. These dispositions were not open-market sales and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 1,706 shares

Tax Withholding 2 txns

Insider Winningham Rick E

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares F1	1,692	$241.39	$408K
Tax Withholding	Ordinary Shares F1	14	$244.6443	$3K

Holdings After Transaction: Ordinary Shares — 9,466 shares (Direct)

Footnotes (1)

1. F1. Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.

Key Figures

Shares delivered or withheld for tax obligations: 1,706 shares Primary tax-withholding block: 1,692 shares at $241.39 per share Additional tax-withholding block: 14 shares at $244.6443 per share +1 more

4 metrics

Shares delivered or withheld for tax obligations 1,706 shares Ordinary Shares used to satisfy tax obligations from restricted stock unit vesting on August 31, 2026

Primary tax-withholding block 1,692 shares at $241.39 per share Ordinary Shares delivered or withheld on August 31, 2026 to satisfy tax obligations

Additional tax-withholding block 14 shares at $244.6443 per share Additional Ordinary Shares delivered or withheld on August 31, 2026 for tax obligations

Director involved Rick E. Winningham Director of Jazz Pharmaceuticals associated with the reported share dispositions

Key Terms

restricted stock units, vesting, tax obligations

3 terms

restricted stock units financial

"arising out of the vesting 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.

vesting financial

"arising out of the vesting of previously granted restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax obligations financial

"Shares sold to satisfy tax obligations arising out of the vesting"

FAQ

What insider activity at JAZZ did Rick E. Winningham report on August 31, 2026?

Rick E. Winningham reported that 1,706 Ordinary Shares were delivered or withheld on August 31, 2026 to satisfy tax obligations from vesting of previously granted restricted stock units, rather than an open-market purchase or sale.

Were the August 31, 2026 JAZZ share dispositions by Rick E. Winningham open-market sales?

No. The filing states the shares were sold to satisfy tax obligations arising from vesting of previously granted restricted stock units, indicating a tax-withholding transaction rather than a discretionary open-market sale.

How many Jazz Pharmaceuticals shares were used to cover taxes for Rick E. Winningham’s RSU vesting?

In total, 1,706 Ordinary Shares of Jazz Pharmaceuticals were delivered or withheld to cover tax obligations associated with the vesting of previously granted restricted stock units.

At what prices were the JAZZ shares applied to Rick E. Winningham’s tax obligations?

The transactions applied 1,692 shares at $241.39 per share and 14 shares at $244.6443 per share toward payment of tax obligations from restricted stock unit vesting.

Was a Rule 10b5-1 trading plan involved in Rick E. Winningham’s August 31, 2026 JAZZ transactions?

No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with the August 31, 2026 tax-withholding share dispositions.

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

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Available on EDGAR 09/02/2026 - 05:07 PM Accepted by SEC EDGAR 09/02/2026 - 05:06 PM Learn about SEC filing dates

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
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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/31/2026		F(1)		1,692	D	$241.39	9,480	D
Ordinary Shares	08/31/2026		F(1)		14	D	$244.6443	9,466	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 sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.

	By: /s/Paz Dizon, as attorney in fact For: Rick E Winningham	09/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)