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
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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).
X
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*
Iannone Robert

(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)
EVP, Global Head of R&D & CMO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
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 Shares08/27/2026M(1)26,116A$113.1111,223D
Ordinary Shares08/27/2026M(1)884A$113.1112,107D
Ordinary Shares08/27/2026M(1)27,584A$137.12139,691D
Ordinary Shares08/27/2026M(1)2,916A$137.12142,607D
Ordinary Shares08/27/2026S(1)18,187D$247.8573(2)124,420D
Ordinary Shares08/27/2026S(1)11,423D$248.6664(3)112,997D
Ordinary Shares08/27/2026S(1)18,113D$250.0178(4)94,884D
Ordinary Shares08/27/2026S(1)19,639D$250.6032(5)75,245D
Ordinary Shares08/27/2026S(1)9,259D$251.9499(6)65,986D
Ordinary Shares08/27/2026S(1)300D$252.7665,686D
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
Incentive Stock Option (right to buy)$113.108/27/2026M(1)884 (7)02/26/2030Ordinary Shares884$0.00D
Incentive Stock Option (right to buy)$137.1208/27/2026M(1)2,916 (8)08/07/2029Ordinary Shares2,916$0.00D
Non-Qualified Stock Option (right to buy)$113.108/27/2026M(1)26,116 (7)02/26/2030Ordinary Shares26,116$0.00D
Non-Qualified Stock Option (right to buy)$137.1208/27/2026M(1)27,584 (8)08/07/2029Ordinary Shares27,584$0.00D
Explanation of Responses:
1. This transaction was made pursuant to a plan adopted by the reporting person on May 28, 2026 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The transaction occurred automatically and does not represent a discretionary transaction by the reporting person.
2. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $247.29 to $248.24. 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.
3. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $248.29 to $249.24. 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.
4. Reflects sales of ordinary shares executed in multiple transactions at prices ranging from $249.33 to $250.325 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.
5. Reflects the sale of ordinary shares executed in multiple transactions at prices ranging from $250.33 to $251.29. 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.
6. Reflects the sale of ordinary shares executed in multiple transactions at prices ranging from $251.37 to $252.31. 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.
7. These options are granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the grant date, February 27, 2020, with 1/4th vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter.
8. These options are granted pursuant to the Issuer's 2011 Equity Incentive Plan. The ordinary shares subject to these options vest over four years measured from the vesting commencement date of May 29, 2019, with 1/4th vesting on the first anniversary of the vesting commencement date and the remainder vesting in 36 equal monthly installments thereafter.
By: /s/Paz Dizon, as attorney in fact For: Robert Iannone08/31/2026
** 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)