Zai Lab (ZLAB) CFO exercises RSUs, automatic ADS sale for taxes

Rhea-AI Filing Summary

Zai Lab Ltd Chief Financial Officer Chen Yajing reported several equity compensation transactions in American Depositary Shares (ADSs), each ADS representing ten ordinary shares. On April 1–2, 2026, Chen acquired a total of 17,758 ADSs through the vesting and settlement of Restricted Share Units (RSUs) at an exercise price of $0.00 per ADS.

On April 2, 2026, 5,199 ADSs were sold at $20.39 per ADS, and the footnotes state these ADSs were sold automatically to cover taxes upon RSU vesting. After these transactions, Chen directly held 32,558 ADSs.

Separately, on March 4, 2026, Chen was granted 11,924 performance-based share units (PSUs), each representing a contingent right to receive one ADS. The performance-based vesting conditions for these PSUs, tied to criteria measured between January 1, 2025 and December 31, 2025, were confirmed, and the PSUs vest in full on March 12, 2028, subject to continuous service.

Insider Trade Summary

Net Seller: 5,199 shares ($106,008)

Net Sell 8 txns

Insider Chen Yajing

Role Chief Financial Officer

Sold 5,199 shs ($106K)

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	2,500	$0.00	--
Exercise	American Depositary Shares	2,500	$0.00	--
Sale	American Depositary Shares	5,199	$20.39	$106K
Exercise	Restricted Share Units	1,500	$0.00	--
Exercise	Restricted Share Units	13,758	$0.00	--
Exercise	American Depositary Shares	1,500	$0.00	--
Exercise	American Depositary Shares	13,758	$0.00	--
Grant/Award	Performance-Based Share Units	11,924	$0.00	--

Holdings After Transaction: Restricted Share Units — 2,500 shares (Direct); American Depositary Shares — 37,757 shares (Direct); Performance-Based Share Units — 11,924 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. 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. Each performance-based share unit ("PSU") represents a contingent right to receive one ADS. The reporting person was granted PSUs on March 12, 2025 based on the satisfaction of specified performance criteria between January 1, 2025 through December 31, 2025. On March 4, 2026, the performance-based vesting conditions were confirmed for PSUs representing 11,924 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service. The RSUs vest in equal annual installments over five years beginning on 04/01/2023, 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. The RSUs vest in equal annual installments over four years beginning on 04/01/2025, 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. The RSUs vest in equal annual installments over four years beginning on 04/03/2024, 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.

Key Figures

ADS acquired from RSU vesting: 17,758 ADSs ADS sold to cover taxes: 5,199 ADSs at $20.39 ADS holdings after transactions: 32,558 ADSs +2 more

5 metrics

ADS acquired from RSU vesting 17,758 ADSs Total RSU-related acquisitions on April 1–2, 2026

ADS sold to cover taxes 5,199 ADSs at $20.39 Automatic sale on April 2, 2026 to cover RSU taxes

ADS holdings after transactions 32,558 ADSs Direct ownership after April 2, 2026 sale

Performance-based share units granted 11,924 PSUs Grant confirmed on March 4, 2026; vesting March 12, 2028

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

Key Terms

Restricted Share Units, American Depositary Shares, Performance-Based Share Units, contingent right to receive one ADS, +1 more

5 terms

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.

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.

Performance-Based Share Units financial

"Each performance-based share unit ("PSU") represents a contingent right to receive one ADS."

contingent right to receive one ADS financial

"Each RSU represents a contingent right to receive one ADS."

vest in full financial

"The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant,"

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)
03/04/2026

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)	04/01/2026		M		1,500(2)	A	(3)	21,499	D
American Depositary Shares(1)	04/01/2026		M		13,758(2)	A	(3)	35,257	D
American Depositary Shares(1)	04/02/2026		M		2,500(2)	A	(3)	37,757	D
American Depositary Shares(1)	04/02/2026		S		5,199(4)	D	$20.39	32,558	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
Performance-Based Share Units	(5)	03/04/2026		A		11,924		(6)	(6)	American Depositary Shares(1)	11,924	$0	11,924	D
Restricted Share Units	(3)	04/01/2026		M			1,500	(7)	(7)	American Depositary Shares(1)	1,500	$0	1,500	D
Restricted Share Units	(3)	04/01/2026		M			13,758	(8)	(8)	American Depositary Shares(1)	13,758	$0	27,516	D
Restricted Share Units	(3)	04/02/2026		M			2,500	(9)	(9)	American Depositary Shares(1)	2,500	$0	2,500	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. Each performance-based share unit ("PSU") represents a contingent right to receive one ADS.

6. The reporting person was granted PSUs on March 12, 2025 based on the satisfaction of specified performance criteria between January 1, 2025 through December 31, 2025. On March 4, 2026, the performance-based vesting conditions were confirmed for PSUs representing 11,924 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service.

7. The RSUs vest in equal annual installments over five years beginning on 04/01/2023, 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.

8. The RSUs vest in equal annual installments over four years beginning on 04/01/2025, 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.

9. The RSUs vest in equal annual installments over four years beginning on 04/03/2024, 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	04/03/2026
	** 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 transactions did Zai Lab (ZLAB) CFO Chen Yajing report?

Chen Yajing reported RSU vesting, an automatic tax-related sale, and a PSU grant. She acquired 17,758 ADSs from RSUs, sold 5,199 ADSs to cover taxes, and received 11,924 performance-based units, all as part of compensation.

How many Zai Lab (ZLAB) ADSs does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 32,558 American Depositary Shares. This figure reflects RSU vesting into ADSs and the automatic sale of 5,199 ADSs at $20.39 each to cover withholding taxes on the vested RSUs.

Were Zai Lab (ZLAB) CFO share sales open-market or tax-related?

The 5,199 ADSs reported as sold were described as being sold automatically to cover taxes upon vesting of RSUs. This indicates a tax-withholding related sale rather than a discretionary open-market liquidation of a large personal investment position.

What RSU activity did Zai Lab (ZLAB) disclose for its CFO?

The CFO acquired 17,758 ADSs upon the vesting and settlement of Restricted Share Units on April 1–2, 2026, at a zero exercise price. The RSUs vest annually over either four or five years, with vested shares delivered in ADS form following vesting.

What are the terms of the performance-based share units granted to Zai Lab (ZLAB) CFO?

The CFO was granted 11,924 performance-based share units based on performance from January 1 to December 31, 2025. Each PSU represents a contingent right to one ADS and will vest in full on March 12, 2028, subject to the CFO’s continuous service.

How do Zai Lab (ZLAB) ADSs relate to ordinary shares in this Form 4?

Each American Depositary Share represents ten ordinary shares, and the company states ADSs and ordinary shares are fully fungible. For this Form 4, all equity transactions, including RSUs and PSUs, are reported in terms of ADSs for consistency and clarity.