Pearce Samantha 4

What Happened

• Samantha Pearce, EVP and Chief Commercial Officer of Jazz Pharmaceuticals (JAZZ), had performance-based restricted shares vest on January 16, 2026. She was credited with 3,637 ordinary shares (award, code A, acquired at $0.00). To satisfy tax obligations on the vesting, 1,599 shares were withheld/disposed (code F) at an indicated value of $171.16 per share, totaling approximately $273,685.

Key Details

• Transaction date: January 16, 2026 (vesting/certification date); Form 4 filed January 21, 2026.
• Award grant date: March 3, 2023 (performance share awards granted then; performance certified 1/16/2026) — footnote F1.
• Tax withholding: 1,599 shares withheld to satisfy tax obligations (footnote F3); reported disposal value = $273,685.
• Other note: Reporting person acquired 140 shares under the Section 423 ESPP on Nov 28, 2025 (footnote F2).
• Shares owned after transaction: not disclosed in the provided excerpt.
• Timeliness: Form 4 was filed five calendar days after the vesting date (Jan 21 for a Jan 16 event); Form 4s are normally due within two business days, so this filing appears later than typical (check official filing for any explanatory remarks).

Context

• This was a performance-based award vesting event, not an open-market purchase or sale for investment. The withholding of shares to cover taxes is a routine administrative step (reduces net shares received) and does not necessarily indicate a separate sell decision.