Director adds Zai Lab (ZLAB) ADS under pre-set Rule 10b5-1 plan

Rhea-AI Filing Summary

Zai Lab Ltd director Richard Gaynor executed an open-market purchase of 1,736 American Depositary Shares (ADS) on July 1, 2026 at $19.05 per ADS. Each ADS represents ten ordinary shares, and ADSs and ordinary shares are fully fungible.

Following this transaction, Gaynor directly holds 80,737 ADS. The trade was carried out under a Rule 10b5-1 trading plan that he adopted on December 16, 2025, meaning the purchase was pre-scheduled rather than timed discretionarily.

Insider Trade Summary 10b5-1

Net Buyer: 1,736 shares ($33,071)

Net Buy 1 txn

Insider GAYNOR RICHARD

Role null

Bought 1,736 shs ($33K)

Type	Security	Shares	Price	Value
Purchase	American Depositary Shares	1,736	$19.05	$33K

Holdings After Transaction: American Depositary Shares — 80,737 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. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 16, 2025.

Key Figures

ADS purchased: 1,736 ADS Purchase price: $19.05 per ADS Holdings after transaction: 80,737 ADS +2 more

5 metrics

ADS purchased 1,736 ADS Open-market purchase on July 1, 2026

Purchase price <money>$19.05</money> per ADS Open-market transaction price

Holdings after transaction 80,737 ADS Directly owned following July 1, 2026 trade

ADS to ordinary share ratio 1 ADS = 10 ordinary shares Capital structure representation

Trading plan adoption date <date>December 16, 2025</date> Rule 10b5-1 plan used for this trade

Key Terms

American Depositary Shares, Rule 10b5-1 trading plan, open-market purchase

3 terms

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.

Rule 10b5-1 trading plan regulatory

"The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market purchase financial

"The Form 4 describes the transaction as an open-market purchase of ADS."

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:14 PM Accepted by SEC EDGAR 07/06/2026 - 04:14 PM Learn about SEC filing dates

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).

X

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^*

GAYNOR RICHARD

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)	07/01/2026		P(2)		1,736	A	$19.05	80,737	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. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 16, 2025.

	/s/ Bruce Blefeld, Attorney-in-Fact	07/06/2026
	** 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 transaction did Zai Lab (ZLAB) director Richard Gaynor report?

Director Richard Gaynor reported an open-market purchase of 1,736 American Depositary Shares of Zai Lab at $19.05 per ADS. This buy increased his direct holdings to 80,737 ADS, as disclosed in the Form 4 filing.

At what price did Zai Lab (ZLAB) director Richard Gaynor buy shares?

Richard Gaynor bought 1,736 Zai Lab ADS at a price of $19.05 per ADS. The transaction was an open-market purchase and forms part of his pre-arranged trading activity under a Rule 10b5-1 plan.

How many Zai Lab (ZLAB) shares does director Richard Gaynor hold after this trade?

After the reported transaction, Richard Gaynor directly holds 80,737 American Depositary Shares of Zai Lab. These holdings reflect his position following the 1,736 ADS open-market purchase disclosed in the Form 4 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. The ADSs and ordinary shares are fully fungible, and for this Form 4, all amounts are reported in terms of ADSs.

Was the Zai Lab (ZLAB) insider purchase made under a Rule 10b5-1 plan?

Yes. The Form 4 states the transaction was made under a Rule 10b5-1 trading plan adopted on December 16, 2025. Such plans pre-schedule trades, reducing the significance of trade timing as an information signal.