Jazz Pharma executive uses 2,092 shares for tax

SVP Mary Elizabeth Henderson had 2,092 JAZZ ordinary shares withheld to satisfy tax obligations from RSU vesting, not as an open‑market sale.

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc (JAZZ) reported that officer Mary Elizabeth Henderson, SVP, Technical Operations, had shares withheld on August 31, 2026 to cover taxes from the vesting of previously granted restricted stock units. Two transactions disposed of a total of 2,092 Ordinary Shares at per‑share prices around the mid‑$240s.

Insider Trade Summary

Tax Withholding: 2,092 shares

Tax Withholding 2 txns

Insider Henderson Mary Elizabeth

Role SVP, Technical Operations

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares F1	2,076	$241.39	$501K
Tax Withholding	Ordinary Shares F1	16	$244.6444	$4K

Holdings After Transaction: Ordinary Shares — 25,242 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

Tax-withholding disposition shares (larger leg): 2,076 shares Tax-withholding disposition shares (smaller leg): 16 shares Total shares used for tax obligations: 2,092 shares +2 more

5 metrics

Tax-withholding disposition shares (larger leg) 2,076 shares Ordinary Shares disposed of on August 31, 2026 to satisfy tax obligations

Tax-withholding disposition shares (smaller leg) 16 shares Ordinary Shares disposed of on August 31, 2026 to satisfy tax obligations

Total shares used for tax obligations 2,092 shares Sum of both code F transactions for tax-liability payment on August 31, 2026

Per-share price (larger leg) $241.39 per share Price for 2,076 Ordinary Shares in the tax-withholding disposition

Per-share price (smaller leg) $244.6444 per share Price for 16 Ordinary Shares in the tax-withholding disposition

Key Terms

restricted stock units, tax obligations, Ordinary Shares

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.

tax obligations financial

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

Ordinary Shares financial

"Ordinary Shares disposed of to satisfy tax obligations"

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.

FAQ

What insider transaction did JAZZ report for Mary Elizabeth Henderson?

Jazz Pharmaceuticals reported that SVP, Technical Operations, Mary Elizabeth Henderson had 2,092 Ordinary Shares disposed of on August 31, 2026 to satisfy tax obligations arising from the vesting of previously granted restricted stock units.

Were the JAZZ shares sold by Mary Elizabeth Henderson an open-market sale?

No. The Form 4 states the 2,092 Ordinary Shares were sold to satisfy tax obligations from RSU vesting, meaning shares were delivered or withheld for taxes rather than sold as a discretionary open‑market transaction.

What were the share amounts and prices in Mary Elizabeth Henderson’s JAZZ Form 4?

There were two tax-withholding transactions: 2,076 Ordinary Shares at $241.39 per share and 16 Ordinary Shares at $244.6444 per share, all on August 31, 2026.

Was a Rule 10b5-1 trading plan involved in this JAZZ insider transaction?

No. The filing’s Rule 10b5-1 checkbox is not affirmed (it is unchecked), and the footnote describes the transactions only as shares sold to satisfy tax obligations from RSU vesting.

Does the Form 4 disclose Mary Elizabeth Henderson’s JAZZ share holdings after these transactions?

No. For both tax-withholding transactions, the field for shares owned following the transaction is left blank, so the filing does not state her post-transaction holdings.

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

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Available on EDGAR 09/02/2026 - 05:38 PM Accepted by SEC EDGAR 09/02/2026 - 05:38 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^*

Henderson Mary Elizabeth

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Technical Operations

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)		2,076	D	$241.39	25,258	D
Ordinary Shares	08/31/2026		F(1)		16	D	$244.6444	25,242	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: Mary Elizabeth Henderson	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)