COZADD BRUCE C 4

What Happened

• Bruce C. Cozadd, a director of Jazz Pharmaceuticals plc (JAZZ), had 35,917 performance-based shares vest on January 16, 2026 (award code A). To satisfy tax withholding, 17,453 of those shares were withheld/disposed at $171.16 each, generating $2,987,255 (code F). The performance level for the award was certified on January 16, 2026; the award was originally granted March 3, 2023.
• Net shares delivered to the reporting person after withholding: 18,464 (35,917 vested − 17,453 withheld). The award shares themselves were not a cash purchase.

Key Details

• Transaction date: January 16, 2026. Form filed January 21, 2026 (accession 0001193210-26-000002) — filed 5 days after the transaction date.
• Award: 35,917 ordinary shares granted/vested at $0.00 (performance-based award).
• Withholding/tax disposition: 17,453 shares withheld at $171.16 each = $2,987,255.
• Footnotes: F1 — shares delivered pursuant to performance share awards granted March 3, 2023; performance certified January 16, 2026. F2 — shares withheld to satisfy the reporting person's tax obligations.
• Shares owned after transaction: not specified in this filing.

Context

• This was a vesting of previously granted performance shares, not an open-market purchase or voluntary sale. The F-code transaction reflects standard tax-withholding via share retention (a form of cashless settlement), common when equity awards vest.
• Such award vestings and tax-withholdings are routine and do not by themselves indicate the insider is buying or selling stock for investment reasons. The filing appears to have been submitted after the typical 2-business-day Form 4 window.