Form 4: ZLAB RSU Vesting Delivers 4,850 ADSs; Tax Sale of 1,883 ADSs

Rhea-AI Filing Summary

Insider transactions by Zai Lab Ltd (ZLAB): Chief Legal Officer Edmondson Frazor Titus III reported acquisition and disposition of American Depositary Shares (ADSs) tied to restricted share units (RSUs). On 08/15/2025, 4,850 ADSs were acquired upon vesting of RSUs; each ADS represents ten ordinary shares. The RSUs vest in equal annual installments over five years beginning 08/17/2021. On 08/18/2025, 1,883 ADSs were sold at $36.236 per ADS to cover taxes upon vesting. Following these transactions, the reporting person beneficially owned 42,065 ADSs. The Form 4 was filed individually and signed by an attorney-in-fact.

Positive

• 4,850 ADSs were acquired upon RSU vesting on 08/15/2025, demonstrating issuance of equity compensation.
• RSU vesting schedule disclosed: RSUs vest in equal annual installments over five years beginning 08/17/2021.

Negative

• 1,883 ADSs were sold on 08/18/2025 at $36.236 per ADS to cover taxes upon vesting, reducing the reporting person's holdings.
• Net beneficial ownership adjusted to 42,065 ADSs following the reported transactions.

Insights

Securities Analyst

TL;DR: Insider received vested RSUs and sold a portion automatically for taxes, leaving a net beneficial holding of 42,065 ADSs.

The filing documents standard equity compensation activity rather than an opportunistic market trade. 4,850 ADSs were delivered upon RSU vesting on 08/15/2025 and 1,883 ADSs were sold on 08/18/2025 at $36.236 per ADS to satisfy tax withholding. The RSU schedule vests in equal annual installments over five years beginning 08/17/2021, confirming the compensation structure. Transactions are reported by the Chief Legal Officer and filed singly, consistent with Section 16 reporting obligations.

Corporate Governance Expert

TL;DR: Governance disclosure shows routine vesting and tax-withholding sale; no new agreements or amendments disclosed.

The Form 4 discloses that RSUs granted to the reporting person converted to 4,850 ADSs upon vesting and that automatic disposition of 1,883 ADSs occurred to cover taxes. The filing includes the RSU vesting schedule (equal annual installments over five years beginning 08/17/2021) and clarifies each RSU equals one ADS. The report is signed by an attorney-in-fact, indicating proper execution of filing formalities.

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

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

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^*

Edmondson Frazor Titus III

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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)	08/15/2025		M		4,850(2)	A	(3)	43,948	D
American Depositary Shares(1)	08/18/2025		S		1,883(4)	D	$36.236	42,065	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
Restricted Share Units	(3)	08/15/2025		M			4,850	(5)	(5)	American Depositary Shares(1)	4,850	$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. ADSs acquired upon vesting of Restricted Share Units ("RSUs").

3. Each RSU represents a contingent right to receive one ADS.

4. These ADSs were sold automatically to cover taxes upon vesting of RSUs.

5. The RSUs vest in equal annual installments over five years beginning on 08/17/2021, the first anniversary of the date of grant. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

	/s/ Bruce Blefeld, Attorney-in-Fact	08/19/2025
	** 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.
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FAQ

What insider transactions were reported for ZLAB on this Form 4?

4,850 ADSs were acquired1,883 ADSs were sold$36.236 per ADS to cover taxes.

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

Edmondson Frazor Titus III

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

42,065 ADSs

What is the RSU vesting schedule disclosed in the filing?

The RSUs vest in equal annual installments over five years beginning on 08/17/2021.

What does each ADS represent according to the Form 4?

Each American Depositary Share (ADS) represents ten ordinary shares of the issuer.