Jazz Pharmaceuticals (JAZZ) SVP reports RSU grant and tax-driven share sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Jazz Pharmaceuticals senior vice president of Technical Operations Mary Elizabeth Henderson reported both an equity award and a share sale. She received 4,447 ordinary shares as a restricted stock unit grant at a price of $0.00 per share under the company’s 2011 Equity Incentive Plan. These units vest in four equal annual installments starting on March 5, 2026, with one-quarter vesting each year over four years. On the same date, she sold 5,343 ordinary shares in open-market transactions at a weighted average price of $194.4852 per share, in multiple trades between $194.1900 and $194.5000. According to the filing, these shares were sold to satisfy tax obligations arising from the vesting of previously granted restricted stock units, and she held 28,728 ordinary shares directly following the sale.

Insider Trade Summary

Net Seller: 5,343 shares ($1,039,134)

Net Sell 2 txns

Insider Henderson Mary Elizabeth

Role SVP, Technical Operations

Sold 5,343 shs ($1.04M)

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	4,447	$0.00	--
Sale	Ordinary Shares	5,343	$194.4852	$1.04M

Holdings After Transaction: Ordinary Shares — 34,071 shares (Direct)

Footnotes (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. Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $194.1900 to $194.5000. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 05:04 PM

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^*

Henderson Mary Elizabeth

(Last)

(First)

(Middle)

5TH FL, WATERLOO EXCHANGE

WATERLOO RD

(Street)

DUBLIN 4

(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)
	SVP, Technical Operations

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/26/2026		A⁽¹⁾		4,447	A	$0.0	34,071	D
Ordinary Shares	02/26/2026		S⁽²⁾		5,343	D	$194.4852⁽³⁾	28,728	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Shares sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.

3. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $194.1900 to $194.5000. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the sales were effected.

	By: /s/Paz Dizon, as attorney in fact For: Mary Elizabeth Henderson	03/02/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Jazz Pharmaceuticals (JAZZ) insider Mary Elizabeth Henderson report in this Form 4?

Mary Elizabeth Henderson reported an equity award and a share sale. She received 4,447 restricted stock units for ordinary shares and sold 5,343 ordinary shares in open-market transactions, with both transactions dated February 26, 2026.

How many Jazz Pharmaceuticals (JAZZ) shares were granted to Mary Elizabeth Henderson?

She was granted 4,447 restricted stock units, each representing one ordinary share. The grant was made at a price of $0.00 per share under Jazz Pharmaceuticals’ 2011 Equity Incentive Plan, increasing her equity-based compensation position with time-based vesting conditions.

What is the vesting schedule for Mary Elizabeth Henderson’s new Jazz Pharmaceuticals RSU grant?

The 4,447 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 units vesting annually over the subsequent three years.

How many Jazz Pharmaceuticals (JAZZ) shares did Mary Elizabeth Henderson sell and at what price?

She sold 5,343 ordinary shares in open-market transactions. The weighted average sale price was $194.4852 per share, with individual trade prices ranging between $194.1900 and $194.5000 during the reported sales activity.

Why did Mary Elizabeth Henderson sell Jazz Pharmaceuticals shares reported in this Form 4?

The filing states that shares were sold to satisfy tax obligations arising from the vesting of previously granted restricted stock units. This indicates the sales were linked to tax withholding needs associated with earlier equity awards.

How many Jazz Pharmaceuticals (JAZZ) shares does Mary Elizabeth Henderson own after these transactions?

Following the reported open-market sale, she directly owns 28,728 ordinary shares. This post-transaction holding reflects her remaining direct ownership stake after the 5,343-share sale disclosed in the Form 4.