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Zai Lab (ZLAB) legal chief settles RSUs, sells ADSs for taxes

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

Rhea-AI Filing Summary

Zai Lab Ltd Chief Legal Officer Edmondson Frazor Titus III exercised equity awards and sold shares mainly to cover taxes. On June 25, 2026, he converted 14,600 Restricted Share Units into the same number of American Depositary Shares (ADSs), at a $0.00 exercise price, as part of his compensation vesting schedule.

On June 26, 2026, 4,103 ADSs were sold at an average price of $17.461 per ADS, with a footnote stating the ADSs were sold automatically to cover taxes upon vesting of RSUs. After these transactions, he directly owned 30,346 ADSs, and the RSU award referenced in the filing was fully settled.

Positive

  • None.

Negative

  • None.
Insider Edmondson Frazor Titus III
Role Chief Legal Officer
Sold 4,103 shs ($72K)
Type Security Shares Price Value
Sale American Depositary Shares 4,103 $17.461 $72K
Exercise Restricted Share Units 14,600 $0.00 --
Exercise American Depositary Shares 14,600 $0.00 --
Holdings After Transaction: American Depositary Shares — 30,346 shares (Direct, null); Restricted Share Units — 0 shares (Direct, null)
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. ADSs acquired upon vesting of Restricted Share Units ("RSUs"). Each RSU represents a contingent right to receive one ADS. These ADSs were sold automatically to cover taxes upon vesting of RSUs. The RSUs vested in equal annual installments over four years beginning on 06/25/2023, the first anniversary of the date of grant. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.
ADSs acquired via RSU vesting 14,600 ADSs Converted from RSUs on June 25, 2026 at $0.00 exercise price
ADSs sold to cover taxes 4,103 ADSs Sold on June 26, 2026 at $17.461 per ADS
Sale price per ADS $17.461 per ADS Average price for 4,103 ADSs sold June 26, 2026
Holdings after transactions 30,346 ADSs Direct ownership following June 26, 2026 sale
RSUs remaining 0 RSUs RSU award in this filing fully settled after conversion
American Depositary Share financial
"Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer."
An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.
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.
RSUs financial
"Each RSU represents a contingent right to receive one ADS."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
contingent right financial
"Each RSU represents a contingent right to receive one ADS."
vested in equal annual installments financial
"The RSUs vested in equal annual installments over four years beginning on 06/25/2023."
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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*
Edmondson Frazor Titus III
(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 Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026		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)06/25/2026M14,600(2)A(3)34,449D
American Depositary Shares(1)06/26/2026S4,103(4)D$17.46130,346D
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)06/25/2026M14,600 (5) (5)American Depositary Shares(1)14,600$00D
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 RSUs vested in equal annual installments over four years beginning on 06/25/2023, 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-Fact06/29/2026
** 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

FAQ

What insider transactions did Zai Lab (ZLAB) report for Edmondson Frazor Titus III?

Zai Lab reported that Chief Legal Officer Edmondson Frazor Titus III settled 14,600 Restricted Share Units into ADSs, then sold 4,103 ADSs. The sale was disclosed as automatic to cover taxes tied to the RSU vesting event.

What do the RSU footnotes mean in the Zai Lab (ZLAB) Form 4 filing?

The footnotes explain each RSU converts into one ADS and vest in equal annual installments over four years starting June 25, 2023. They also state the ADSs sold were automatically disposed to cover taxes upon RSU vesting.