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Jazz Pharmaceuticals (JAZZ) SVP disposes 1,394 shares to cover RSU taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jazz Pharmaceuticals plc SVP, Technical Operations Mary Elizabeth Henderson reported a tax-related share disposition. On March 5, 2026, she disposed of 1,394 ordinary shares to satisfy tax obligations from vesting restricted stock units, at a weighted average price of $186.747 per share.

The shares were sold in multiple transactions at prices ranging from $186.1633 to $186.7558. After these transactions, Henderson directly owned 27,334 ordinary shares of Jazz Pharmaceuticals.

Positive

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Negative

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Insider Henderson Mary Elizabeth
Role SVP, Technical Operations
Type Security Shares Price Value
Tax Withholding Ordinary Shares 1,394 $186.747 $260K
Holdings After Transaction: Ordinary Shares — 27,334 shares (Direct)
Footnotes (1)
  1. 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 $186.1633 to $186.7558. 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.
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*
Henderson Mary Elizabeth

(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)
SVP, Technical Operations
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) 1,394 D $186.747(2) 27,334 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 sold to satisfy tax obligations arising out of the vesting of previously granted restricted stock units.
2. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $186.1633 to $186.7558. 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 03/09/2026
** 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.

FAQ

What insider transaction did JAZZ executive Mary Elizabeth Henderson report?

Mary Elizabeth Henderson reported disposing of 1,394 Jazz Pharmaceuticals ordinary shares. The shares were sold to satisfy tax obligations triggered by vesting restricted stock units, according to the filing’s transaction code F and related footnote explanation.

Why were Mary Elizabeth Henderson’s JAZZ shares sold in this Form 4 filing?

The shares were sold to cover tax obligations from the vesting of previously granted restricted stock units. This is characterized as a tax-withholding disposition, rather than a discretionary open-market sale, under transaction code F in the Form 4.

At what price were the 1,394 JAZZ shares disposed of by Henderson?

The filing reports a weighted average sale price of $186.747 per share. Individual trades occurred in multiple transactions, with prices ranging between $186.1633 and $186.7558, as detailed in the Form 4 footnote disclosure.

How many JAZZ shares does Mary Elizabeth Henderson own after this transaction?

After the tax-related disposition, Mary Elizabeth Henderson directly owns 27,334 ordinary shares of Jazz Pharmaceuticals. This post-transaction holding figure is reported in the Form 4 as the total shares beneficially owned following the transaction.

What does transaction code F mean in the JAZZ Form 4 for Henderson?

Transaction code F indicates a disposition of shares to pay an exercise price or tax liability by delivering securities. Here, it reflects shares sold to satisfy tax obligations arising from the vesting of restricted stock units, as described in the footnotes.