Were the Zai Lab (ZLAB) CFO’s ADS sales discretionary or tax-related?

The 2,264 ADSs were sold automatically to cover taxes due upon RSU vesting. The filing’s footnote states these were tax-cover sales, not discretionary portfolio trades driven by market views.

CFO equity transactions at Zai Lab (ZLAB) show RSU vesting and tax sale

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Zai Lab Ltd Chief Financial Officer Yajing Chen reported routine equity compensation activity involving American Depositary Shares (ADSs). On June 25, 6,250 Restricted Share Units (RSUs) vested, resulting in the acquisition of 6,250 ADSs, with each RSU converting into one ADS at no cash cost. Each ADS represents ten ordinary shares. On June 26, 2,264 of these ADSs were sold automatically to cover tax obligations associated with the vesting, rather than as a discretionary portfolio sale. Following these transactions, Chen directly holds 35,691 ADSs, reflecting a net increase in ownership and no remaining RSUs from this specific grant.

Insights

Routine RSU vesting with tax-related ADS sale; net increase in CFO holdings.

The transactions show Zai Lab CFO Yajing Chen’s RSUs vesting into 6,250 ADSs, followed by an automatic sale of 2,264 ADSs to satisfy tax obligations. Footnotes clarify these sales were tied to vesting taxes, not a discretionary open-market reduction.

After these moves, Chen holds 35,691 ADSs directly, indicating a net gain in equity exposure from this award cycle. The derivative RSU position related to this grant is now fully settled, and no additional derivative holdings are shown. Overall, this appears as standard executive compensation and tax handling rather than a thesis-changing insider signal.

Insider Trade Summary

Net Seller: 2,264 shares ($39,532)

Net Sell 3 txns

Insider Chen Yajing

Role Chief Financial Officer

Sold 2,264 shs ($40K)

Type	Security	Shares	Price	Value
Sale	American Depositary Shares	2,264	$17.461	$40K
Exercise	Restricted Share Units	6,250	$0.00	--
Exercise	American Depositary Shares	6,250	$0.00	--

Holdings After Transaction: American Depositary Shares — 35,691 shares (Direct, null); Restricted Share Units — 0 shares (Direct, null)

Footnotes (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.

Key Figures

ADSs sold: 2,264 ADSs Sale price: $17.461 per ADS RSUs vested: 6,250 units +2 more

5 metrics

ADSs sold 2,264 ADSs Automatic sale on June 26, 2026 to cover taxes

Sale price $17.461 per ADS Average price for 2,264 ADSs sold

RSUs vested 6,250 units RSUs converted into 6,250 ADSs on June 25, 2026

Holdings after transactions 35,691 ADSs Directly owned by CFO after vesting and tax sale

ADS to ordinary ratio 1 ADS = 10 ordinary shares Structure of Zai Lab’s American Depositary Shares

Key Terms

American Depositary Shares, Restricted Share Units, ADS, RSU, +1 more

5 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.

ADS financial

"For purposes of this Form 4, we are reporting this in terms of ADSs."

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

RSU financial

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

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

vesting financial

"The RSUs vested in equal annual installments over four years beginning on 06/25/2023."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:17 PM Accepted by SEC EDGAR 06/29/2026 - 04:17 PM

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)
06/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares⁽¹⁾	06/25/2026		M		6,250⁽²⁾	A	⁽³⁾	37,955	D
American Depositary Shares⁽¹⁾	06/26/2026		S		2,264⁽⁴⁾	D	$17.461	35,691	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽³⁾	06/25/2026		M			6,250	⁽⁵⁾	⁽⁵⁾	American Depositary Shares⁽¹⁾	6,250	$0	0	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 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-Fact	06/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Zai Lab (ZLAB) CFO Yajing Chen report?

Zai Lab CFO Yajing Chen reported RSU vesting into 6,250 ADSs and an automatic sale of 2,264 ADSs. The sale was executed solely to cover taxes triggered by the vesting event.

How many Zai Lab (ZLAB) ADSs did the CFO sell and at what price?

The CFO had 2,264 American Depositary Shares sold at an average price of $17.461 per ADS. According to the filing’s footnote, these ADSs were sold automatically to cover tax obligations from RSU vesting.

How many Zai Lab (ZLAB) ADSs did the CFO acquire from RSU vesting?

The CFO acquired 6,250 ADSs upon the vesting of Restricted Share Units. Each RSU converted into one ADS at no exercise price, reflecting standard equity compensation rather than an open-market purchase.

What is the CFO’s Zai Lab (ZLAB) shareholding after these transactions?

Following the RSU vesting and tax-related ADS sale, the CFO directly holds 35,691 American Depositary Shares. This represents the reported position after all transactions from this Form 4 were completed and settled.

What do Zai Lab (ZLAB) ADSs and RSUs represent in this Form 4?

Each Zai Lab ADS represents ten ordinary shares of the issuer. Each Restricted Share Unit (RSU) represents a contingent right to receive one ADS upon vesting, which then becomes directly held stock.