Carr Patricia 4

What Happened

• Patricia Carr, Senior Vice President and Chief Accounting Officer at Jazz Pharmaceuticals (JAZZ), disposed of 2,370 ordinary shares in two open-market sales (1,253 shares on 2026-02-26 and 1,117 shares on 2026-02-27) for aggregate proceeds of $456,465. She also received a grant of 2,223 restricted stock units (RSUs) on 2026-02-26 (reported at $0.00 because they are contingent awards that convert to ordinary shares upon vesting).
• The sales were open-market transactions; the RSUs are a standard equity award rather than an immediate cash purchase — they vest over four years and will convert to shares only as they vest.

Key Details

• Transaction dates and prices:
  • 2026-02-26: Sold 1,253 shares at a weighted average price of $194.11 for $243,222.
  • 2026-02-27: Sold 1,117 shares at $190.91 for $213,243.
  • 2026-02-26: Awarded 2,223 RSUs (contingent rights to one share each; reported at $0.00).
• Total proceeds from sales: $456,465.
• Vesting of RSUs (footnote): Grants under the 2011 Equity Incentive Plan vest in equal annual installments over four years beginning from the vesting commencement date of March 5, 2026 (1/4 on the first anniversary, then equal annual installments over the next three years).
• Sales used to satisfy tax withholding (footnote): Some shares were sold to cover tax obligations arising from prior RSU vesting.
• Reporting details: Sales reported with weighted-average pricing; one set of sales was executed in multiple transactions at prices ranging from $193.73 to $194.41 (detailed breakdown available on request). Filing date (2026-03-02) is within the Form 4 two-business-day reporting window for the Feb 26–27 transactions (timely).

Context

• These actions combine a routine equity award (RSUs) with open-market sales that include shares sold to satisfy tax-withholding obligations. Awards do not equal immediate shares until vesting; sales are commonly routine and do not necessarily signal a change in sentiment.
• No option exercises, gifts, or 10% owner transactions were involved. The filing is factual and does not state motivation.