ZLAB Form 4: Chen Yajing Disposes 4,096 ADSs; Holds 16,908 ADSs After Sale

Rhea-AI Filing Summary

Chen Yajing, Chief Financial Officer of Zai Lab Ltd (ZLAB), reported a sale of 4,096 American Depositary Shares (ADSs) on 08/08/2025. Each ADS represents ten ordinary shares, and the ADSs are fully fungible with ordinary shares. The reported sale price was $34.01 per ADS and the transaction was effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2025. Following this disposition the reporting person beneficially owned 16,908 ADSs. The Form 4 discloses no derivative transactions and was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating the sale followed a pre-established compliance arrangement
• Clear disclosure of holdings after the sale: reporting person beneficially owned 16,908 ADSs following the transaction
• No derivative transactions reported, limiting complexity of insider exposure disclosed

Negative

• Officer disposition of 4,096 ADSs reduces the reporting person's direct beneficial holdings
• Insider sale reported may be interpreted by some market participants as a decrease in insider ownership

Insights

Financial Analyst

TL;DR: CFO sold 4,096 ADSs under a 10b5-1 plan; beneficial ownership now 16,908 ADSs—routine insider disposition.

The sale of 4,096 ADSs at $34.01 on 08/08/2025 was executed under a Rule 10b5-1 plan adopted March 3, 2025, which indicates the transaction followed a pre-established schedule rather than a discretionary trade. The Form 4 reports only a non-derivative sale and the remaining direct beneficial ownership of 16,908 ADSs. For investors, this is a transparent insider disposition; the filing provides clear transactional terms but does not signal operational or financial changes at the company.

Corporate Governance Expert

TL;DR: Transaction adheres to compliance protocols; attorney-in-fact signature and 10b5-1 adoption date are disclosed.

The Form 4 includes governance-relevant details: the 10b5-1 plan adoption date

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^*

Chen Yajing

(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 Financial Officer

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

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)	08/08/2025		S(2)		4,096	D	$34.01	16,908	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

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 transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025.

	/s/ Bruce Blefeld, Attorney-in-Fact	08/12/2025
	** 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

What did Zai Lab (ZLAB) insider Chen Yajing sell?

The filing shows Chen Yajing sold 4,096 ADSs on 08/08/2025 at a price of $34.01 per ADS.

Was the sale part of an authorized trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on March 3, 2025.

How many ADSs does the reporting person own after the sale?

Following the reported transaction the reporting person beneficially owned 16,908 ADSs.

Did the Form 4 report any derivative securities?

No. Table II contains no entries; the Form 4 reports only a non-derivative sale of ADSs.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Bruce Blefeld, Attorney-in-Fact on 08/12/2025.