Zai Lab (NASDAQ: ZLAB) CFO sells 853 ADSs in tax-related RSU vesting

Rhea-AI Filing Summary

Zai Lab Ltd Chief Financial Officer Yajing Chen reported an open-market sale of 853 American Depositary Shares (ADSs) of Zai Lab on April 6, 2026 at an average price of $20.448 per ADS. Each ADS represents ten ordinary shares, and the company states its ADSs and ordinary shares are fully fungible, though this report is presented in ADS terms.

According to the disclosure, these ADSs were sold automatically to cover taxes triggered by the vesting of Restricted Share Units, indicating a tax-withholding related transaction rather than a discretionary portfolio decision. After this sale, Chen directly holds 31,705 ADSs, showing that the transaction affects only a small portion of her reported direct holdings.

Insights

Equity compensation and insider-trading analyst

Small, routine tax-related sale by Zai Lab’s CFO, not a major discretionary divestment.

The filing shows CFO Yajing Chen executed an open-market sale of 853 ADSs at $20.448 per ADS. A key footnote clarifies these ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units, making this a compensation-driven event.

Because the sale is tied to RSU vesting and tax obligations, it carries weaker signaling value than a purely discretionary sale. Chen retains 31,705 ADSs directly after the transaction, indicating this is a relatively small change to her position. Overall, this appears to be a routine equity compensation and tax-management transaction.

Insider Trade Summary

Net Seller: 853 shares ($17,442)

Net Sell 1 txn

Insider Chen Yajing

Role Chief Financial Officer

Sold 853 shs ($17K)

Type	Security	Shares	Price	Value
Sale	American Depositary Shares	853	$20.448	$17K

Holdings After Transaction: American Depositary Shares — 31,705 shares (Direct)

Footnotes (1)

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. These ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units.

Key Figures

ADSs sold: 853 ADSs Sale price per ADS: $20.448 per ADS ADSs held after transaction: 31,705 ADSs +2 more

5 metrics

ADSs sold 853 ADSs Open-market sale on April 6, 2026

Sale price per ADS $20.448 per ADS Average transaction price for the sale

ADSs held after transaction 31,705 ADSs Direct holdings of CFO Yajing Chen following sale

Net shares sold 853 ADSs Net change in position from this Form 4

ADS to ordinary share ratio 1 ADS : 10 ordinary shares Each ADS represents ten ordinary shares

Key Terms

American Depositary Shares, Restricted Share Units, open-market sale, fully fungible

4 terms

American Depositary Shares financial

"Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer."

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.

Restricted Share Units financial

"These ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

fully fungible financial

"Our ADSs and Ordinary Shares are fully fungible."

Form 4 Insider Transactions: What Each Field Means →

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^*

Chen Yajing

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

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

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

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

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)	04/06/2026		S		853(2)	D	$20.448	31,705	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. These ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units.

	/s/ Bruce Blefeld, Attorney-in-Fact	04/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Zai Lab (ZLAB) report for its CFO?

Zai Lab reported that CFO Yajing Chen sold 853 American Depositary Shares on April 6, 2026 at an average price of $20.448 per ADS. The transaction is disclosed as an open-market sale in the Form 4 filing.

Why did Zai Lab CFO Yajing Chen sell 853 ADSs of ZLAB?

The 853 ADSs were sold automatically to cover taxes due when Restricted Share Units vested. This indicates the sale was driven by tax-withholding needs associated with equity compensation, rather than a discretionary decision to reduce exposure to Zai Lab shares.

How many Zai Lab (ZLAB) ADSs does the CFO hold after this Form 4 sale?

Following the tax-related sale, CFO Yajing Chen directly holds 31,705 American Depositary Shares of Zai Lab. This remaining stake shows that the 853 ADS sale represents only a small portion of her overall directly reported ADS holdings.

What does each Zai Lab (ZLAB) American Depositary Share represent?

Each Zai Lab American Depositary Share (ADS) represents ten ordinary shares of the issuer. The company notes that its ADSs and ordinary shares are fully fungible, but for this Form 4, all amounts are reported in terms of ADSs only.

Was the Zai Lab CFO’s ADS sale a discretionary trade or tax withholding?

The filing explains that the 853 ADSs sold were automatically sold to cover taxes upon vesting of Restricted Share Units. That language indicates a tax-withholding driven transaction, rather than a voluntary or strategic reduction in Zai Lab share ownership.