Jazz Pharmaceuticals (JAZZ) EVP reports RSU tax withholding and retains 47,911 shares

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Jazz Pharmaceuticals EVP and Chief Commercial Officer Samantha Pearce reported a tax-related share disposition. On the vesting of previously granted restricted stock units, 2,527 ordinary shares were withheld at a price of $237.72 per share to cover tax obligations, a non-market transaction classified as a tax-withholding disposition.

After this event, Pearce directly held 47,911 ordinary shares. A footnote also notes that she acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan on May 29, 2026, reflecting routine employee share purchase activity separate from the tax withholding.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pearce Samantha

Role EVP, Chief Commercial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	2,527	$237.72	$601K

Holdings After Transaction: Ordinary Shares — 47,911 shares (Direct, null)

Footnotes (1)

Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units. The Reporting Person acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan on May 29, 2026.

Key Figures

Shares withheld for taxes: 2,527 shares Tax withholding price: $237.72 per share Shares held after transaction: 47,911 shares +1 more

4 metrics

Shares withheld for taxes 2,527 shares Tax-withholding disposition on RSU vesting

Tax withholding price $237.72 per share Value used for 2,527 withheld shares

Shares held after transaction 47,911 shares Direct ordinary shares after withholding

ESPP shares acquired 166 shares Section 423 Employee Stock Purchase Plan on May 29, 2026

Key Terms

restricted stock units, Section 423 Employee Stock Purchase Plan, tax-withholding disposition

3 terms

restricted stock units financial

"vesting of a portion 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.

Section 423 Employee Stock Purchase Plan financial

"acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:28 PM Accepted by SEC EDGAR 07/02/2026 - 06:27 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
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^*

Pearce Samantha

(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)
	EVP, Chief Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
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	06/30/2026		F⁽¹⁾		2,527	D	$237.72	47,911⁽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)
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. Shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted restricted stock units.

2. The Reporting Person acquired 166 ordinary shares under a Section 423 Employee Stock Purchase Plan on May 29, 2026.

	By: /s/Paz Dizon, as attorney in fact For: Samantha J. Pearce	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Jazz Pharmaceuticals (JAZZ) report for Samantha Pearce?

Jazz Pharmaceuticals reported that EVP and Chief Commercial Officer Samantha Pearce had 2,527 ordinary shares withheld to cover taxes on vesting restricted stock units. This was a tax-withholding disposition, not an open-market sale, and reflects routine equity compensation mechanics.

Was Samantha Pearce’s Jazz Pharmaceuticals (JAZZ) Form 4 a stock sale in the market?

No, the Form 4 shows a tax-withholding disposition, not a market sale. 2,527 ordinary shares were withheld by the company to satisfy tax obligations from vesting restricted stock units, a common administrative step in equity compensation plans.

How many Jazz Pharmaceuticals (JAZZ) shares does Samantha Pearce hold after this Form 4?

After the reported tax-withholding disposition, Samantha Pearce directly holds 47,911 ordinary shares of Jazz Pharmaceuticals. This figure reflects her position following the 2,527 shares withheld for taxes related to vesting restricted stock units.

What price was used for the Jazz Pharmaceuticals (JAZZ) shares withheld for taxes?

The 2,527 ordinary shares withheld for Samantha Pearce’s tax obligations were valued at $237.72 per share. This price is used to calculate the value of shares applied toward the tax liability arising from vesting restricted stock units.

Did Samantha Pearce acquire any Jazz Pharmaceuticals (JAZZ) shares recently?

Yes. A footnote states that Samantha Pearce acquired 166 ordinary shares on May 29, 2026 under a Section 423 Employee Stock Purchase Plan. This reflects routine employee share purchase activity separate from the tax-withholding disposition in the main transaction table.