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Jazz Pharmaceuticals (JAZZ) CEO shares withheld to cover RSU tax obligations

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc reported a routine insider transaction by its President & CEO, Renee D. Gala. On June 30, 2026, 4,835 ordinary shares were withheld at $237.72 per share to cover tax obligations arising from the vesting of previously granted restricted stock units. This was a tax-withholding disposition, not an open-market sale. Following the transaction, Gala directly holds 147,361 ordinary shares of Jazz Pharmaceuticals.

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Insider GALA RENEE D
Role President & CEO
Type Security Shares Price Value
Tax Withholding Ordinary Shares 4,835 $237.72 $1.15M
Holdings After Transaction: Ordinary Shares — 147,361 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Tax-withheld shares 4,835 shares Ordinary shares withheld for tax on RSU vesting on June 30, 2026
Withholding price $237.72 per share Value used for tax-withholding disposition of 4,835 shares
Post-transaction holdings 147,361 shares Ordinary shares held directly by Renee D. Gala after transaction
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.
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.
Ordinary Shares financial
"security_title: Ordinary Shares"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Form 4 regulatory
"INSIDER FILING DATA (Form 4)"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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FAQ

What insider transaction did Jazz Pharmaceuticals (JAZZ) disclose for its CEO?

Jazz Pharmaceuticals disclosed that President & CEO Renee D. Gala had 4,835 ordinary shares withheld to cover taxes on vested restricted stock units, a routine compensation-related disposition rather than an open-market trade, leaving her with 147,361 shares held directly.

How many Jazz Pharmaceuticals (JAZZ) shares were withheld for Renee D. Gala’s taxes?

A total of 4,835 ordinary shares of Jazz Pharmaceuticals were withheld to satisfy Renee D. Gala’s tax obligations from vesting restricted stock units, at a price of $237.72 per share, as part of standard equity compensation tax treatment.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by Jazz Pharmaceuticals to cover Renee D. Gala’s tax obligations from RSU vesting, rather than sold into the market for discretionary portfolio reasons.

How many Jazz Pharmaceuticals (JAZZ) shares does CEO Renee D. Gala hold after this transaction?

After the tax-withholding transaction, President & CEO Renee D. Gala directly holds 147,361 ordinary shares of Jazz Pharmaceuticals, according to the Form 4, providing context for the scale of the 4,835-share tax-related disposition reported.

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

Transaction code F in this Form 4 indicates a tax-withholding disposition, where shares are delivered or withheld to pay exercise or tax liabilities. Here, 4,835 shares were withheld to satisfy taxes from vesting restricted stock units granted previously.
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*
GALA RENEE D

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
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 Shares06/30/2026F(1)4,835D$237.72147,361D
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. 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: Renee D. Gala07/02/2026
** 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)