Jazz Pharmaceuticals (JAZZ) CFO granted 11,857 restricted stock units

Rhea-AI Filing Summary

Johnson Philip L reported acquisition or exercise transactions in this Form 4 filing.

Jazz Pharmaceuticals executive vice president and chief financial officer Philip L. Johnson reported an equity grant of 11,857 restricted stock units, each representing one ordinary share, awarded at no cash cost under the company’s 2011 Equity Incentive Plan.

The units vest in four equal annual installments starting on March 5, 2026, with one-quarter vesting on the first anniversary of that date and the remainder vesting annually over the next three years. Following this award, Johnson directly holds 62,223 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)
02/26/2026

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	02/26/2026		A(1)		11,857	A	$0.0	62,223(2)	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. These restricted stock units are granted pursuant to the Issuer's 2011 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one ordinary share upon the vesting of the unit. These units vest in equal annual installments over four years measured from the vesting commencement date of March 5, 2026, with 1/4th vesting on the first anniversary of the vesting commencement date and the remainder vesting in equal annual installments over the subsequent three years.

2. The Reporting Person acquired 166 ordinary shares on May 30, 2025 and 140 shares on November 28, 2025 under a Section 423 Employee Stock Purchase Plan.

	By: /s/Paz Dizon, as attorney in fact For: Philip L. Johnson	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Philip L. Johnson reported receiving 11,857 restricted stock units in Jazz Pharmaceuticals. These units were granted at no cash cost under the 2011 Equity Incentive Plan and each unit represents a contingent right to one ordinary share, subject to multi-year vesting conditions.

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

After this equity award, Philip L. Johnson reports direct ownership of 62,223 ordinary shares. This total includes the newly granted restricted stock units, which convert into shares only as they vest over time according to the plan’s four-year vesting schedule.

What are the vesting terms of the 11,857 restricted stock units granted to JAZZ’s CFO?

The 11,857 restricted stock units vest in four equal annual installments. Vesting is measured from a commencement date of March 5, 2026, with one-quarter vesting on the first anniversary and the remaining three-quarters vesting in equal annual installments over the following three years.

Under which plan were the Jazz Pharmaceuticals (JAZZ) CFO’s restricted stock units granted?

These restricted stock units were granted under Jazz Pharmaceuticals’ 2011 Equity Incentive Plan. The plan provides equity-based compensation where each restricted stock unit represents a contingent right to receive one ordinary share once specific vesting requirements are satisfied over time.

Did the Jazz Pharmaceuticals (JAZZ) CFO pay cash for the 11,857 restricted stock units?

No, the reported transaction shows a grant at a price of zero per share. This reflects a compensatory equity award rather than an open-market purchase, with value realized only if and when the restricted stock units vest into ordinary shares.

What prior share acquisitions are referenced in the Jazz Pharmaceuticals (JAZZ) Form 4 footnotes?

A footnote states the reporting person acquired 166 ordinary shares on May 30, 2025 and 140 shares on November 28, 2025 under a Section 423 Employee Stock Purchase Plan, indicating additional past share accumulation through an employee participation program.