ZLAB Form 4: Du Ying Executes Options at $0.60 and Sells ADS at ~$34–$35

Rhea-AI Filing Summary

Du Ying, Chairperson & CEO of Zai Lab Ltd (ZLAB), reported option exercises and open-market sales under a Rule 10b5-1 plan. The Form 4 shows acquisitions (code M) on 08/12/2025 and 08/13/2025 of 50,000 and 46,387 American Depositary Shares (ADS) equivalents at a stated price of $0.60 (reflecting stock options). The reporting person sold the same amounts on those dates under the 10b5-1 plan for weighted average prices of $34.2511 and $35.4687 respectively. Following the transactions the filing reports 536,962 ADS beneficially owned. The filing notes the stock options fully vested on 10/22/2020 and the 10b5-1 plan was adopted on 11/20/2024.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating preplanned and documented insider trading activity.
• Stock options fully vested as of 10/22/2020, showing no recent acceleration or special vesting disclosed in this filing.
• Reporting person retains substantial ownership with 536,962 ADS beneficially owned after the transactions.

Negative

• Insider sold a total of 96,387 ADS equivalents (50,000 and 46,387) on 08/12/2025 and 08/13/2025, which is material selling activity.
• Weighted average sale prices were $34.2511 and $35.4687, indicating the insider realized significant proceeds from the sales.

Insights

Corporate Governance Expert

TL;DR: Insider exercised long-held options and sold shares via a documented 10b5-1 plan, showing routine executive liquidity and compliance.

The Form 4 discloses that Du Ying exercised stock options with a $0.60 exercise price and concurrently sold equivalent ADS amounts on 08/12/2025 and 08/13/2025 under a Rule 10b5-1 plan adopted 11/20/2024. The filing states the options fully vested in 2020, which reduces governance concerns over opportunistic timing. Use of a 10b5-1 plan and attorney-in-fact signature indicate procedural adherence and preplanned execution rather than ad hoc insider trading.

Securities Analyst

TL;DR: Insider sales were material in size but appear executed through a pre-established plan; net ownership remains substantial.

The transactions consist of 96,387 ADS equivalents sold at weighted average prices of $34.2511 and $35.4687 and reporting of 536,962 ADS beneficially owned after the trades. Exercising options at $0.60 and immediate sales generated realized proceeds at market prices noted in the filing. These are straightforward option exercises and sales; the filing provides weighted-average sale prices and offers to furnish per-price details to SEC staff or holders, supporting transparency for investors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Du Ying

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zai Lab Ltd [ ZLAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	08/12/2025		M		50,000	A	$0.6	586,962	D
American Depositary Shares(1)	08/12/2025		S(2)		50,000	D	$34.2511(3)	536,962	D
American Depositary Shares(1)	08/13/2025		M		46,387	A	$0.6	583,349	D
American Depositary Shares(1)	08/13/2025		S(2)		46,387	D	$35.4687(4)	536,962	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$0.6	08/12/2025		M			50,000	(5)	10/22/2025	American Depositary Shares(1)	50,000	$0	46,387	D
Stock Options (Right to Buy)	$0.6	08/13/2025		M			46,387	(5)	10/22/2025	American Depositary Shares(1)	46,387	$0	0	D

Explanation of Responses:

1. Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.

2. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 20, 2024.

3. Reflects a weighted average sale price of $34.2511 per share, at prices ranging from $33.70 to $34.60 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Reflects a weighted average sale price of $35.4687 per share, at prices ranging from $34.845 to $35.80 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. The Stock Options fully vested as of October 22, 2020.

	/s/ Bruce Blefeld, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for ZLAB and what is their role?

The Form 4 was filed by Du Ying, who is listed as Chairperson & CEO of Zai Lab Ltd.

What transactions are reported on the 08/12/2025 and 08/13/2025 Form 4 for ZLAB?

The filing reports acquisitions (code M) of 50,000 ADS on 08/12/2025 and 46,387 ADS on 08/13/2025 at a $0.60 price (stock options), and sales of those same amounts at weighted average prices of $34.2511 and $35.4687 respectively.

Was the insider trading executed under a pre-established plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 11/20/2024 as stated in the filing.

How many ADS does the reporting person beneficially own after these transactions?

The Form 4 reports 536,962 ADS beneficially owned by the reporting person following the reported transactions.

When did the stock options involved vest?

The filing states the stock options fully vested on 10/22/2020.