Zai Lab (ZLAB) CLO awarded major option, RSU grants and sells ADSs for taxes

Rhea-AI Filing Summary

Zai Lab Ltd Chief Legal Officer Edmondson Frazor Titus III reported multiple equity compensation moves. On March 4, 2026, he received stock options for 83,160 American Depositary Shares (ADSs) at an exercise price of $19.27 per ADS, expiring on March 4, 2036, plus 27,027 Restricted Share Units (RSUs). Both awards vest in equal annual installments over four years beginning in 2027, subject to continuous service.

On March 12, 2026, 4,258 RSUs were exercised into the same number of ADSs, and on March 13, 2026 he sold 1,281 ADSs at $18.628 per ADS. Footnotes state these ADSs were sold automatically to cover taxes upon vesting of RSUs. After these transactions, he directly holds 6,494 ADSs.

Insights

Equity compensation specialist

Routine equity grants and tax-related sale with limited signal.

The transactions show Zai Lab granting substantial equity incentives to its Chief Legal Officer: options over 83,160 ADSs at $19.27 and 27,027 RSUs, all vesting over four years starting in 2027. This aligns with typical long-term executive compensation structures.

The sale of 1,281 ADSs at $18.628 on March 13, 2026 is explicitly described as automatic to cover taxes from RSU vesting, so it is not a discretionary open-market sale. After these moves, the insider holds 6,494 ADSs directly, while retaining significant unvested options and RSUs.

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)
03/04/2026

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)	03/12/2026		M		4,258(2)	A	(3)	7,775	D
American Depositary Shares(1)	03/13/2026		S		1,281(4)	D	$18.628	6,494	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
Stock Options (Right to Buy)	$19.27	03/04/2026		A		83,160		(5)	03/04/2036	American Depositary Shares(1)	83,160	$0	83,160	D
Restricted Share Units	(3)	03/04/2026		A		27,027		(6)	(6)	American Depositary Shares(1)	27,027	$0	27,027	D
Restricted Share Units	(3)	03/12/2026		M			4,258	(7)	(7)	American Depositary Shares(1)	4,258	$0	12,777	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 option vests in equal annual installments over four years beginning on 03/04/2027, the first anniversary of the date of grant, subject to continuous service.

6. The RSUs vest in equal annual installments over four years beginning on 03/04/2027, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

7. The RSUs vest in equal annual installments over four years beginning on 03/12/2026, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

	/s/ Bruce Blefeld, Attorney-in-Fact	03/16/2026
	** 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.
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FAQ

What did Zai Lab (ZLAB) disclose about its Chief Legal Officer’s new stock options?

Zai Lab granted its Chief Legal Officer stock options over 83,160 ADSs at an exercise price of $19.27 per ADS. These options vest in equal annual installments over four years starting March 4, 2027, and expire on March 4, 2036.

How many Restricted Share Units did Zai Lab (ZLAB) grant in this Form 4 filing?

The filing shows a grant of 27,027 RSUs to the Chief Legal Officer. These RSUs vest in equal annual installments over four years beginning on March 4, 2027, with vested shares delivered in the form of American Depositary Shares, subject to continuous service.

What RSU-related transactions did the Zai Lab (ZLAB) executive report on March 12, 2026?

On March 12, 2026, 4,258 RSUs were exercised or converted into 4,258 ADSs. Each RSU represents a right to receive one ADS, so the transaction reflects RSU vesting and delivery of the corresponding ADSs to the reporting person.

Why did the Zai Lab (ZLAB) insider sell 1,281 ADSs on March 13, 2026?

The insider sold 1,281 ADSs at $18.628 per ADS on March 13, 2026. Footnotes clarify these ADSs were sold automatically to cover taxes upon vesting of RSUs, indicating a tax-withholding related sale rather than a discretionary open-market liquidation.

What are the Chief Legal Officer’s Zai Lab (ZLAB) ADS holdings after these Form 4 transactions?

Following the reported transactions, the Chief Legal Officer directly holds 6,494 ADSs. This figure reflects the net position after RSU exercises delivering ADSs and the automatic sale of 1,281 ADSs to satisfy tax obligations related to RSU vesting.

How do Zai Lab (ZLAB) RSUs and ADSs relate in this insider filing?

The filing states each RSU represents a contingent right to receive one ADS, and each ADS represents ten ordinary shares. RSUs vest over time; once vested, shares are delivered in ADS form, as seen in the conversion of 4,258 RSUs into 4,258 ADSs.