[144] Zai Lab Limited American SEC Filing

Rhea-AI Filing Summary

Form 144 filing: An insider of Zai Lab Ltd. (ZLAB), identified as Yajing Chen, notifies intent to sell 4,096 American Depositary Shares (ADS) through Fidelity on or after 08 Aug 2025. The block is valued at roughly US$139,305 based on current market pricing.

The shares were acquired on 25 Jun 2024 via restricted-stock vesting as compensation. Chen has already sold 9,618 ADS (US$288,540) on 02 Jun 2025 and 2,675 ADS (US$96,652) on 26 Jun 2025, bringing recent disposals to 12,293 ADS, or about US$385,192 in proceeds.

Planned and recent sales combined equal 16,389 ADS—just 0.0039% of the 421.7 million shares outstanding—indicating a negligible impact on ownership structure or float. The document contains no operational or financial performance data; it is strictly a regulatory notice of a small insider sale, which may signal mild negative sentiment but is unlikely to move the stock on size alone.

Positive

• None.

Negative

• Continued insider selling—12,293 ADS already sold and an additional 4,096 planned—may signal bearish insider sentiment, albeit on an immaterial scale.

Insights

Securities Analyst

TL;DR: Small insider sale (0.003% float) is unlikely to be market-moving, though continued selling can weigh on sentiment.

The filing details a proposed disposal of 4,096 ADS, following two prior sales totaling 12,293 ADS in the last three months. Aggregate value is under US$525 k, trivial versus Zai Lab’s multi-billion-dollar market cap and 421.7 m shares outstanding. From a liquidity and ownership-dilution standpoint, impact is de minimis. However, sequential insider sales, even modest, may be interpreted by some investors as a lack-of-confidence signal, particularly when unaccompanied by countervailing insider buys. I view the disclosure as neutral to share-price fundamentals.

Corporate Governance Expert

TL;DR: Routine Form 144 shows compliance; insider’s selling pattern warrants monitoring but is not alarming.

The insider is following Rule 144 procedures, demonstrating proper governance. The shares stem from vested equity compensation, a common liquidity event. While consecutive sales may raise eyebrows, volumes remain well under the 1% monthly limit and far below any level that would question board oversight. No 10b5-1 plan date is disclosed, leaving open whether trades are discretionary. Overall governance risk is low; I assign a neutral impact.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
American Depository Shares	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	4096	139304.96	421725450	08/08/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
American Depository Shares	06/25/2024	Restricted Stock Vesting	Issuer			4096	06/25/2024	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Yajing Chen 899 Halei Road Building B Pudong F4 201203	American Depository Shares	06/02/2025	9618	288540.00
Yajing Chen 899 Halei Road Building B Pudong F4 201203	American Depository Shares	06/26/2025	2675	96651.76

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ZLAB shares is the insider planning to sell?

The Form 144 states a proposed sale of 4,096 ADS valued at approximately US$139,305.

When is the planned sale date for the ZLAB shares?

The filing lists an approximate sale date of 08 Aug 2025 on the NASDAQ.

How many ZLAB shares has the insider sold recently?

Over the past three months the insider disposed of 12,293 ADS for roughly US$385,192 in gross proceeds.

What percentage of Zai Lab’s outstanding shares does the sale represent?

The planned 4,096 ADS equal about 0.00097% of the 421.7 million shares outstanding; even including recent sales the total is only 0.0039%.

Were the shares being sold acquired through open-market purchases?

No. They were obtained via restricted-stock vesting on 25 Jun 2024 as part of compensation.

Is the filing linked to a 10b5-1 trading plan?

The form provides no disclosed date for a Rule 10b5-1 plan, so reliance on such a plan is unclear.