Zai Lab (ZLAB) Files Form 4 on 10.8k Restricted ADS Grant

Rhea-AI Filing Summary

On 06/18/2025, Zai Lab Limited (ticker: ZLAB) reported a director share transaction in a Form 4 filing. Director Richard Gaynor received 10,831 American Depositary Shares (ADS)—each ADS represents ten ordinary shares—under transaction code A (acquisition) at a price of $0, indicating a restricted share award rather than an open-market purchase.

After the grant, Gaynor’s total beneficial ownership rose to 54,899 ADS. The award will vest in full on 06/18/2026, contingent upon his continued board service. No derivative securities were involved and no shares were sold. The filing underscores ongoing equity-based compensation to align director incentives with shareholder interests, with no immediate cash impact on Zai Lab’s financials.

Positive

• Insider acquisition: Director Richard Gaynor received 10,831 restricted ADS, increasing his stake to 54,899 ADS and reinforcing alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine restricted-share grant; minimal dilution, neutral near-term impact.

The 10,831-ADS grant equals roughly one year of board compensation and raises insider holdings to 54,899 ADS. Because the shares vest after a one-year service period and were issued at no cost, dilution is de minimis relative to Zai Lab’s outstanding share count. There are no sales or derivative exercises, so the transaction does not signal opportunistic profit-taking. From a valuation standpoint, the event is immaterial and does not alter earnings forecasts, but it modestly strengthens director–shareholder alignment.

Corporate Governance Expert

TL;DR: Equity grant improves board alignment; positive governance signal.

Providing directors with time-based restricted stock is a best-practice governance approach that links oversight incentives to long-term value creation. The one-year vesting cliff encourages continued engagement while avoiding excessive short-term risk-taking. Although the size of the grant is not large enough to materially change ownership structure, the fact that Gaynor now holds nearly 55k ADS strengthens independence and commitment. No red flags or unusual patterns are evident.

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).

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^*

GAYNOR RICHARD

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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)	06/18/2025		A		10,831(2)	A	$0	54,899	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. Represents restricted shares that vest in full on June 18, 2026, subject to the Reporting Person's continued service as a member of the issuer's board of directors through such vesting date.

	/s/ Bruce Blefeld, Attorney-in-Fact	06/23/2025
	** 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) disclose in the latest Form 4?

Director Richard Gaynor was granted 10,831 restricted ADS on 06/18/2025 at a cost of $0.

How many ZLAB shares does Richard Gaynor now own?

Following the grant, Gaynor beneficially owns 54,899 ADS.

When do the newly granted ZLAB restricted shares vest?

The ADS award will vest in full on 06/18/2026, subject to continued board service.

Were any ZLAB shares sold in this Form 4 filing?

No. The filing only reports an acquisition of restricted shares; no dispositions were made.

Does the Form 4 involve any derivative securities?

No derivative securities were acquired or disposed of in this filing.