Jazz Pharmaceuticals (JAZZ) CFO reports tax-withholding share disposition

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc Executive Vice President and Chief Financial Officer Philip L. Johnson reported a tax-related share disposition. On March 5, 2026, 2,615 ordinary shares were withheld at $188.69 per share to cover tax obligations from the vesting of previously granted restricted stock units. After this withholding, he directly held 59,608 ordinary shares.

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

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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^*

Johnson Philip L

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		F(1)		2,615	D	$188.69	59,608	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 withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units.

	By: /s/Paz Dizon, as attorney in fact For: Philip L. Johnson	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Jazz Pharmaceuticals (JAZZ) report for Philip L. Johnson?

Jazz Pharmaceuticals reported that EVP and CFO Philip L. Johnson had 2,615 ordinary shares withheld on March 5, 2026. The shares were used to satisfy tax obligations from vesting restricted stock units at $188.69 per share.

Was the Jazz Pharmaceuticals (JAZZ) Form 4 transaction an open-market sale?

No, the Form 4 indicates a tax-withholding disposition, not an open-market sale. Shares were withheld to cover tax obligations triggered by vesting of previously granted restricted stock units, rather than sold in the open market.

How many Jazz Pharmaceuticals (JAZZ) shares were involved in the CFO’s tax withholding?

The filing shows 2,615 ordinary shares were used to satisfy tax obligations. These shares were withheld in connection with the vesting of restricted stock units, with a reported price of $188.69 per share on March 5, 2026.

How many Jazz Pharmaceuticals (JAZZ) shares does the CFO hold after this Form 4?

After the reported tax-withholding disposition, EVP and CFO Philip L. Johnson directly holds 59,608 ordinary shares. This figure reflects his remaining direct ownership following the withholding of 2,615 shares tied to restricted stock unit vesting.

What does transaction code "F" mean in the Jazz Pharmaceuticals (JAZZ) Form 4?

Transaction code "F" indicates payment of a tax liability or exercise price by delivering securities. In this case, 2,615 ordinary shares were withheld to satisfy tax obligations from vesting restricted stock units, rather than being sold in a standard market transaction.