Zai Lab Ltd (ZLAB) CEO discloses ADS gift and annuity movements

Rhea-AI Filing Summary

Zai Lab Ltd disclosed insider share movements by its chairperson and CEO, who is also a director. On December 10, 2025, the insider made a bona fide gift of 303,378 American Depositary Shares (ADSs) at a reported price of $0, leaving 586,641 ADSs beneficially owned afterward. On December 11, 2025, the insider received 377,520 ADSs, also at $0, as an annuity payment from the same grantor retained annuity trust, increasing beneficial ownership to 964,161 ADSs. Each ADS represents ten Ordinary Shares of Zai Lab, and the ADSs and Ordinary Shares are described as fully fungible.

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^*

Du Ying

(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
X	Officer (give title below)		Other (specify below)
	Chairperson & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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)	12/10/2025		G(2)		303,378	D	$0	586,641	D
American Depositary Shares(1)	12/11/2025		G(3)	V	377,520	A	$0	964,161	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. This transaction represents a bona fide gift to a grantor retained annuity trust for which there is an independent trustee.

3. This transaction represents an annuity payment automatically made, for no consideration, from a grantor retained annuity trust for which there is an independent trustee.

	/s/ Bruce Blefeld, Attorney-in-Fact	12/12/2025
	** 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).
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FAQ

What insider transactions did Zai Lab Ltd (ZLAB) report in this filing?

The filing reports two transactions in American Depositary Shares (ADSs) by Zai Lab’s chairperson and CEO: a gift of 303,378 ADSs on December 10, 2025, and an annuity-related receipt of 377,520 ADSs on December 11, 2025, both at a reported price of $0.

How many Zai Lab (ZLAB) ADSs does the insider beneficially own after these transactions?

After the reported transactions, the insider beneficially owns 964,161 American Depositary Shares (ADSs), according to the filing.

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

Each Zai Lab American Depositary Share (ADS) represents ten Ordinary Shares of the issuer, and the ADSs and Ordinary Shares are described as fully fungible.

What is the nature of the 303,378 ADS transaction reported for Zai Lab (ZLAB)?

The transfer of 303,378 ADSs on December 10, 2025 is described as a bona fide gift to a grantor retained annuity trust that has an independent trustee.

What is the nature of the 377,520 ADS transaction reported for Zai Lab (ZLAB)?

The transfer of 377,520 ADSs on December 11, 2025 is described as an annuity payment automatically made, for no consideration, from a grantor retained annuity trust with an independent trustee.

What roles does the reporting person hold at Zai Lab Ltd (ZLAB)?

The reporting person is identified as a Director and as an Officer, serving as Chairperson & CEO of Zai Lab Ltd.