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Jazz Pharmaceuticals (NASDAQ: JAZZ) grants 1,605 RSUs to board director

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Winningham Rick E reported acquisition or exercise transactions in this Form 4 filing.

Jazz Pharmaceuticals director Rick E Winningham reported an equity award of 1,605 restricted stock units, each representing one ordinary share, granted at $0.0000 per share under the 2007 Non-Employee Directors Stock Award Plan. Subject to continuous service and conditions, the units vest in full on July 23, 2027, bringing his direct holdings to 11,172 ordinary shares.

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Insider Winningham Rick E
Role Director
Type Security Shares Price Value
Grant/Award Ordinary Shares F1 1,605 $0.00 $0.00
Holdings After Transaction: Ordinary Shares — 11,172 shares (Direct)
Footnotes (1)
  1. F1. These restricted stock units are granted pursuant to the Issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. Subject to the Reporting Person's continuous service and certain additional conditions, these units will vest in full on July 23, 2027.
RSUs granted 1,605 units Restricted stock units representing ordinary shares granted to director
Shares owned after grant 11,172 shares Ordinary shares directly owned by Rick E Winningham after reported award
Vesting date July 23, 2027 RSUs vest in full subject to continuous service and conditions
Grant price per share $0.0000 Equity award granted without cash purchase price
restricted stock units financial
"These restricted stock units are granted pursuant to the Issuer's 2007 Amended"
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.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one ordinary share"
Non-Employee Directors Stock Award Plan financial
"Issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan"

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FAQ

What insider transaction did JAZZ director Rick E Winningham report?

Rick E Winningham, a director of Jazz Pharmaceuticals, reported receiving an equity award of 1,605 restricted stock units. Each unit represents a contingent right to receive one ordinary share, subject to vesting conditions under the company’s 2007 Non-Employee Directors Stock Award Plan.

How many shares do the new RSUs for JAZZ potentially represent?

The award covers 1,605 restricted stock units, and each unit represents the right to receive one ordinary share. If all units vest, Winningham could receive 1,605 ordinary shares, in addition to his existing directly held position.

When do Rick E Winningham’s new JAZZ restricted stock units vest?

The restricted stock units are scheduled to vest in full on July 23, 2027. Vesting is subject to Winningham’s continuous service with Jazz Pharmaceuticals and certain additional conditions set out in the company’s Non-Employee Directors Stock Award Plan.

What is Rick E Winningham’s JAZZ share ownership after this equity award?

After this grant, Rick E Winningham directly owns 11,172 ordinary shares of Jazz Pharmaceuticals. This total reflects his position following the reported award of 1,605 restricted stock units, which may convert into additional shares upon vesting.

Was the reported JAZZ Form 4 transaction made under a Rule 10b5-1 plan?

No. The filing shows the Rule 10b5‑1 checkbox as not selected, indicating the transaction was not reported as made under a pre-arranged Rule 10b5‑1 trading plan. It reflects a director equity award under the company’s stock plan.

What plan governs the new JAZZ restricted stock unit award to Rick E Winningham?

The grant was made under Jazz Pharmaceuticals’ 2007 Amended and Restated Non-Employee Directors Stock Award Plan. This plan provides equity compensation to non-employee directors, including restricted stock units that convert into ordinary shares upon vesting.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares08/05/2026A(1)1,605A$0.011,172D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These restricted stock units are granted pursuant to the Issuer's 2007 Amended and Restated Non-Employee Directors Stock Award Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. Subject to the Reporting Person's continuous service and certain additional conditions, these units will vest in full on July 23, 2027.
By: /s/Paz Dizon, as attorney in fact For: Rick E. Winningham08/07/2026
** Signature of Reporting PersonDate
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)