GALA RENEE D 4

What Happened

• GALA RENEE D, President & CEO of Jazz Pharmaceuticals (JAZZ), received 12,741 ordinary shares on January 16, 2026 when performance-share awards vested (recorded as an acquisition at $0.00 per share).
• To satisfy tax withholding obligations, 5,371 of those shares were withheld/disposed at $171.16 per share, totaling $919,300. This was a withholding to cover taxes (code F), not an open-market sale.

Key Details

• Transaction date: January 16, 2026; Form 4 filed January 21, 2026 (filing appears timely given the 2-business-day rule and the Jan 19 holiday).
• Award: 12,741 shares acquired upon vesting (price shown $0.00 — reflects grant vesting, not a cash purchase).
• Withholding: 5,371 shares withheld at $171.16/share = $919,300 to satisfy tax liabilities.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — these were performance share awards granted March 3, 2023; performance certification occurred January 16, 2026. F2 — shares were withheld to satisfy the reporting person’s tax obligations.
• Transaction codes: A = Award (vesting/acquisition); F = shares withheld for taxes.

Context

• This was a performance-award vesting event, not a market purchase or discretionary sale. Withholding shares to cover taxes is a routine administrative step and does not necessarily indicate the insider is reducing their position for investment reasons.
• The award was recorded at $0.00 because it reflects the vesting of previously granted performance shares; the withholding at $171.16 reflects the share price used to calculate tax coverage.