Zai Lab President and COO Departs

Zai Lab Limited reported a senior leadership change.

Rhea-AI Filing Summary

Zai Lab Limited reported a senior leadership change. The Board determined that Josh Smiley will cease serving as President and Chief Operating Officer effective May 18, 2026, with his last day of employment on May 22, 2026.

Responsibilities from these roles have been taken over by Board Chair, Founder and Chief Executive Officer Samantha Du and other members of the management team. Mr. Smiley will receive severance under his existing employment agreement, contingent on signing a customary release.

Insights

Corporate governance analyst

Zai Lab announces departure of its President and COO, with duties absorbed by the CEO and management team.

The company disclosed that Josh Smiley is stepping down as President and Chief Operating Officer effective May 18, 2026, with employment ending on May 22, 2026. Such roles typically oversee day-to-day operations and execution, so the transition structure matters for continuity.

The filing states that Board Chair, Founder and CEO Samantha Du and other executives have assumed his responsibilities, indicating an internal reallocation rather than an immediate external hire. Mr. Smiley will receive severance under his existing employment agreement, subject to a customary release, which suggests a contractual, negotiated separation.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

President/COO role end date: May 18, 2026 Last day of employment: May 22, 2026 ADS to ordinary share ratio: 1 ADS = 10 ordinary shares +1 more

4 metrics

President/COO role end date May 18, 2026 Effective date Josh Smiley ceased serving as President and COO

Last day of employment May 22, 2026 Final employment date for Josh Smiley at Zai Lab

ADS to ordinary share ratio 1 ADS = 10 ordinary shares Structure of Zai Lab American Depositary Shares

Ordinary share par value $0.000006 per share Par value of each Zai Lab ordinary share

Key Terms

American Depositary Shares, emerging growth company, severance, customary release, +1 more

5 terms

American Depositary Shares financial

"American Depositary Shares, each representing 10 Ordinary Shares, par value $0.000006 per share"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

severance financial

"Mr. Smiley will receive severance pursuant to his existing employment agreement"

Severance is the payment and benefits an employer provides to an employee when their job ends, acting like a short-term financial safety net or final paycheck plus extras such as healthcare continuation or stock vesting. Investors care because severance obligations are real costs and potential liabilities that can reduce cash, affect reported profits, and signal how a company handles leadership changes or downsizing, which can influence future performance and shareholder value.

customary release regulatory

"subject to his execution of a customary release"

Board Chair financial

"assumed by Samantha Du, the Company’s Board Chair, Founder and Chief Executive Officer"

The board chair is the person who leads a company’s board of directors, setting meeting agendas, guiding discussions, and ensuring the board oversees management and company strategy. Like a team captain or orchestra conductor, the chair shapes how decisions are made and how well risks and opportunities are handled, which matters to investors because strong, independent leadership can improve accountability, strategic clarity and long‑term value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did Zai Lab (ZLAB) disclose in this Form 8-K?

Zai Lab disclosed that Josh Smiley will cease serving as President and Chief Operating Officer effective May 18, 2026. His last day of employment will be May 22, 2026, marking a significant leadership transition at the operational level.

Who will assume the responsibilities of Zai Lab’s departing President and COO?

The responsibilities previously handled by Josh Smiley will be taken over by Board Chair, Founder and Chief Executive Officer Samantha Du and other members of Zai Lab’s management team, indicating an internal redistribution of leadership duties rather than an immediate external replacement.

When is Josh Smiley’s last day of employment with Zai Lab (ZLAB)?

Josh Smiley’s last day of employment with Zai Lab will be May 22, 2026. He ceased serving as President and Chief Operating Officer effective May 18, 2026, creating a short transition window between role cessation and employment end.

Will Zai Lab provide severance to departing executive Josh Smiley?

Yes. Zai Lab states that Josh Smiley will receive severance in accordance with his existing employment agreement. This severance is contingent upon his execution of a customary release, which is a standard condition in many executive separation arrangements.

How are Zai Lab’s American Depositary Shares (ADSs) structured?

Each Zai Lab American Depositary Share represents 10 Ordinary Shares with a par value of $0.000006 per share. The ADSs trade on the Nasdaq Global Market under symbol ZLAB, while the ordinary shares trade on the Stock Exchange of Hong Kong Limited.

On which exchanges are Zai Lab’s securities listed and traded?

Zai Lab’s American Depositary Shares trade on the Nasdaq Global Market under the symbol ZLAB. Its ordinary shares, which are not registered or listed for trading in the United States, are listed for trading on The Stock Exchange of Hong Kong Limited under the stock code 9688.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 05:18 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

________________________

ZAI LAB LIMITED

(Exact name of registrant as specified in its charter)

________________________

Cayman Islands			001-38205			98-1144595
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

899 Halei Road Building B, Pudong Shanghai China			201203
314 Main Street 4th Floor, Suite 100 Cambridge, MA, USA			02142
(Address of principal executive offices)			(Zip Code)

+86 21 6163 2588

+1 857 706 2604

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing 10 Ordinary Shares, par value $0.000006 per share

ZLAB

The Nasdaq Global Market

Ordinary Shares, par value $0.000006 per share*

9688

The Stock Exchange of Hong Kong Limited

*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not registered or listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2026, the Board of Directors of Zai Lab Limited (the “Company”) determined that Mr. Josh Smiley will cease serving as President and Chief Operating Officer of the Company, effective as of May 18, 2026, and his last day of employment with the Company will be May 22, 2026. The responsibilities previously associated with such positions have been assumed by Samantha Du, the Company’s Board Chair, Founder and Chief Executive Officer, and other members of the Company’s management team.

Mr. Smiley will receive severance pursuant to his existing employment agreement, subject to his execution of a customary release.

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 hereunto duly authorized.

						ZAI LAB LIMITED
			By:			/s/ F. Ty Edmondson
			Name:			F. Ty Edmondson
			Title:			Chief Legal Officer and Corporate Secretary
Date: May 21, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.2 KB