Jazz Pharmaceuticals plc 10-Q

Item 5. Other Information Insider Trading Arrangements The following is a summary of the material terms of the contracts, instructions or written plans for the purchase or sale of the Company’s securities adopted or terminated by our officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) and directors during the quarter ended June 30, 2024: Type of Trading Arrangement Name and Position Date Action Rule 10b5-1* Expiration Date Total Ordinary Shares to be Sold Bruce Cozadd June 5, 2024 Adoption X October 31, 2025 114,500 Chairman and Chief Executive Officer * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. 51 Table of Contents Item 6. Exhibits Exhibit Number Description of Document 2.1‡ Transaction Agreement, dated as of February 3, 2021, by and among Jazz Pharmaceuticals UK Holdings Limited, Jazz Pharmaceuticals Public Limited Company and GW Pharmaceuticals PLC (incorporated herein by reference to Exhibit 2.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No. 001-33500), as filed with the SEC on February 4, 2021). 3.1 Amended and Restated Memorandum and Articles of Association of Jazz Pharmaceuticals plc, as amended on August 4, 2016 (incorporated herein by reference to Exhibit 3.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2016, as filed with the SEC on August 9, 2016). 10.1 Amendment No. 2, dated as of July 19, 2024, by and among Jazz Pharmaceuticals Public Limited Company the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association, as collateral trustee (incorporated by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No. 001-033500), as filed with the SEC on July 22, 2024). 10.2+ Offer Letter from Jazz Pharmaceuticals, Inc. to Samantha Pearce . 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. 32.1* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) __________________ + Indicates management contract or compensatory plan. ‡ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. * The certification attached as Exhibit 32.1 accompanies this Quarterly Report on Form 10‑Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 52 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 1, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Registrant) /s/ Bruce C. Cozadd Bruce C. Cozadd Chairman and Chief Executive Officer and Director (Principal Executive Officer) /s/ Philip L. Johnson Philip L. Johnson Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Patricia Carr Patricia Carr Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) 53