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

Each American Depositary Share represents ten Ordinary Shares of Zai Lab. The company notes that its ADSs and Ordinary Shares are fully fungible, and the Form 4 reports the insider’s holdings and sale in terms of ADSs.

Zai Lab (ZLAB) CLO sells 3,517 ADS under Rule 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Zai Lab Ltd Chief Legal Officer Edmondson Frazor Titus III reported an open-market sale of 3,517 American Depositary Shares (ADS) on May 14, 2026 at a price of $20.19 per ADS. Each ADS represents ten Ordinary Shares of Zai Lab.

Following the transaction, he directly holds 19,849 ADS. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2025, indicating the trade was scheduled in advance rather than timed discretionarily.

Insider Trade Summary 10b5-1

Net Seller: 3,517 shares ($71,008)

Net Sell 1 txn

Insider Edmondson Frazor Titus III

Role Chief Legal Officer

Sold 3,517 shs ($71K)

Type	Security	Shares	Price	Value
Sale	American Depositary Shares	3,517	$20.19	$71K

Holdings After Transaction: American Depositary Shares — 19,849 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. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 12, 2025.

Key Figures

ADS sold: 3,517 ADS Sale price per ADS: $20.19 per ADS Holdings after transaction: 19,849 ADS +2 more

5 metrics

ADS sold 3,517 ADS Open-market sale on May 14, 2026

Sale price per ADS $20.19 per ADS Open-market transaction

Holdings after transaction 19,849 ADS Direct ownership after sale

ADS to Ordinary Share ratio 1 ADS = 10 Ordinary Shares Share structure for Zai Lab

10b5-1 plan adoption date September 12, 2025 Plan governing the reported sale

Key Terms

American Depositary Shares, ADS, Rule 10b5-1 trading plan

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.

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.

Rule 10b5-1 trading plan regulatory

"The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted"

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.

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 04:46 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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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⁾	05/14/2026		S⁽²⁾		3,517	D	$20.19	19,849	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)

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 September 12, 2025.

	/s/ Bruce Blefeld, Attorney-in-Fact	05/15/2026
	** 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 transaction did Zai Lab (ZLAB) disclose in this Form 4?

Zai Lab disclosed that Chief Legal Officer Edmondson Frazor Titus III sold 3,517 American Depositary Shares in an open-market transaction at $20.19 per ADS, and now directly holds 19,849 ADS following the sale.

At what price did the Zai Lab (ZLAB) insider sell the ADS shares?

The insider sold 3,517 American Depositary Shares at $20.19 per ADS. This price reflects an open-market transaction, giving a clear indication of the trading level at which the pre-planned sale was executed.

How many Zai Lab (ZLAB) shares does the insider hold after the sale?

After the sale, the Chief Legal Officer directly holds 19,849 American Depositary Shares. This figure represents his remaining reported position in ADS form and excludes any unreported changes outside this specific Form 4 filing.

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

Yes. The filing states the transaction was effected under a Rule 10b5-1 trading plan adopted on September 12, 2025. Such plans pre-schedule trades, reducing the significance of short-term market timing decisions by insiders.