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Zai Lab (ZLAB) CFO’s 1,250 ADS award and tax hit

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zai Lab Ltd (ZLAB) reported an insider equity compensation event for its Chief Financial Officer, Yajing Chen. On 2026-08-14, 1,250 Restricted Share Units (RSUs) vested and were settled into 1,250 American Depositary Shares (ADSs), with each RSU delivering one ADS. Each ADS represents ten Ordinary Shares, and the company reports these holdings in ADS terms. On the same date, 427 ADSs were withheld at $25.90 per ADS to cover tax obligations arising from the vesting, leaving the remainder of the vested ADSs delivered to the reporting person. Following this vesting event, 1,250 RSUs remain outstanding and will continue to vest in equal annual installments over four years beginning on 2024-08-14, with vested shares delivered in ADS form.

Positive

  • None.

Negative

  • None.
Insider Chen Yajing
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Share Units F3, F5, F1 1,250 $0.00 $0.00
Exercise American Depositary Shares F1, F2, F3 1,250 -- --
Tax Withholding American Depositary Shares F1, F4 427 $25.90 $11K
Holdings After Transaction: Restricted Share Units — 1,250 shares (Direct); American Depositary Shares — 35,895 shares (Direct)
Footnotes (5)
  1. F1. 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. F2. ADSs acquired upon vesting of Restricted Share Units ("RSUs").
  3. F3. Each RSU represents a contingent right to receive one ADS.
  4. F4. These ADSs were withheld to cover taxes upon vesting of RSUs.
  5. F5. The RSUs vest in equal annual installments over four years beginning on 08/14/2024, the first anniversary of the date of grant. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.
RSUs vested 1,250 RSUs RSUs vested and converted into ADSs on 2026-08-14
ADSs acquired from RSU vesting 1,250 ADSs ADSs received upon RSU vesting on 2026-08-14
ADSs withheld for taxes 427 ADSs ADSs withheld to cover taxes upon RSU vesting on 2026-08-14
Tax withholding price $25.90 per ADS Price used for ADSs withheld to cover taxes
RSUs remaining after transaction 1,250 RSUs Total RSUs reported following the transaction
ADS-to-Ordinary Share ratio 1 ADS = 10 Ordinary Shares Each American Depositary Share represents ten Ordinary Shares
Vesting schedule length 4 years RSUs vest in equal annual installments over four years beginning 2024-08-14
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
"ADSs acquired upon vesting of Restricted Share Units ("RSUs")"
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.
vest in equal annual installments financial
"The RSUs vest in equal annual installments over four years"
withheld to cover taxes financial
"These ADSs were withheld to cover taxes upon vesting of RSUs"

FAQ

What insider equity transaction did Zai Lab (ZLAB) disclose for its CFO?
Zai Lab disclosed that its CFO, Yajing Chen, had 1,250 RSUs vest on 2026-08-14, which were settled into 1,250 ADSs. The event reflects scheduled equity compensation rather than an open-market purchase or sale.

How many ZLAB ADSs were withheld to cover taxes on the CFO’s RSU vesting?
On vesting, 427 American Depositary Shares (ADSs) of Zai Lab were withheld to cover taxes at a price of $25.90 per ADS. This withholding is reported under transaction code F for tax-liability payment.

What is the conversion ratio between ZLAB ADSs and Ordinary Shares?
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 and reports this Form 4 in terms of ADSs.

How do ZLAB RSUs held by the CFO convert into ADSs?
Each Restricted Share Unit (RSU) held by the CFO represents a contingent right to receive one ADS of Zai Lab. When RSUs vest, vested shares are delivered in the form of ADSs to the reporting person.

What is the vesting schedule of the CFO’s RSUs at Zai Lab (ZLAB)?
The RSUs vest in equal annual installments over four years, beginning on 2024-08-14, the first anniversary of the grant date. After each vesting event, vested RSUs are delivered as ADSs to the reporting person.

Were the reported ZLAB insider transactions made under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not marked as a plan transaction, and the footnotes do not indicate a pre-arranged trading plan. The reported events relate to RSU vesting and tax withholding rather than discretionary trades.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
American Depositary Shares(1)08/14/2026M1,250(2)A(3)36,322D
American Depositary Shares(1)08/14/2026F427(4)D$25.935,895D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(3)08/14/2026M1,250 (5) (5)American Depositary Shares(1)1,250$01,250D
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 withheld to cover taxes upon vesting of RSUs.
5. The RSUs vest in equal annual installments over four years beginning on 08/14/2024, 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-Fact08/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR