Jazz Pharmaceuticals (JAZZ) EVP gains 3,637 shares from performance vesting

Rhea-AI Filing Summary

Jazz Pharmaceuticals executive Samantha Pearce reported equity award activity in Jazz (JAZZ) shares. On January 16, 2026, she acquired 3,637 ordinary shares at a price of $0.0, delivered under performance share awards originally granted on March 3, 2023, after performance-based vesting requirements were certified as satisfied on that date.

Also on January 16, 2026, 1,599 ordinary shares were withheld at $171.16 per share to cover her tax obligations arising from the vesting and distribution of those performance share awards. After these transactions, she directly owned 42,993 ordinary shares of Jazz Pharmaceuticals. A footnote notes that she had previously acquired 140 ordinary shares under a Section 423 employee stock purchase plan on November 28, 2025.

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^*

Pearce Samantha

(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)
	EVP, Chief Commercial Officer

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)		3,637	A	$0.0	44,592(2)	D
Ordinary Shares	01/16/2026		F(3)		1,599	D	$171.16	42,993	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. The Reporting Person acquired 140 ordinary shares under a Section 423 Employee Stock Purchase Plan on November 28, 2025.

3. 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: Samantha J Pearce	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 activity did Jazz Pharmaceuticals (JAZZ) report for Samantha Pearce?

The filing shows that EVP and Chief Commercial Officer Samantha Pearce received 3,637 ordinary shares of Jazz Pharmaceuticals on January 16, 2026 from the vesting of performance share awards, with some shares withheld to cover taxes.

How many Jazz Pharmaceuticals (JAZZ) shares did Samantha Pearce receive from performance awards?

She was delivered 3,637 ordinary shares on January 16, 2026 pursuant to performance share awards granted on March 3, 2023, after performance-based vesting conditions were certified as met.

Were any Jazz Pharmaceuticals (JAZZ) shares sold by Samantha Pearce in this Form 4?

The filing reports an F-code transaction where 1,599 ordinary shares were withheld at $171.16 per share to satisfy her tax obligations related to the vesting and distribution of performance share awards, rather than an open-market sale.

How many Jazz Pharmaceuticals (JAZZ) shares does Samantha Pearce own after these transactions?

Following the reported January 16, 2026 transactions, Samantha Pearce directly beneficially owned 42,993 ordinary shares of Jazz Pharmaceuticals.

What is the nature of the equity awards reported for Jazz Pharmaceuticals (JAZZ) executive Samantha Pearce?

The equity awards are performance share awards granted on March 3, 2023. The filing states that their performance-based vesting requirements were satisfied on January 16, 2026, which is when the performance level was certified and the shares were delivered.

Did Samantha Pearce participate in a Jazz Pharmaceuticals (JAZZ) employee stock purchase plan?

Yes. A footnote notes that the reporting person acquired 140 ordinary shares under a Section 423 Employee Stock Purchase Plan on November 28, 2025.