Zai Lab (ZLAB) officer granted options, RSUs and sells ADSs for taxes

Rhea-AI Filing Summary

Zai Lab Ltd reported that officer Joshua L. Smiley received new equity awards and completed routine vesting and tax-related sales. On March 4, 2026, he was granted 103,950 stock options with an exercise price of $19.27 per ADS and 33,783 restricted share units (RSUs), each RSU representing one American Depositary Share (ADS). These options and RSUs vest in equal annual installments over four years beginning on March 4, 2027, subject to continuous service. On March 12, 2026, 6,388 RSUs vested and were settled in ADSs, and on March 13, 2026, 1,966 ADSs were sold at $18.628 per ADS automatically to cover taxes. After these transactions, Smiley directly holds 91,026 ADSs, along with remaining RSU and option awards scheduled to vest over time.

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

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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^*

Smiley Joshua L

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	03/12/2026		M		6,388(2)	A	(3)	92,992	D
American Depositary Shares(1)	03/13/2026		S		1,966(4)	D	$18.628	91,026	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
Stock Options (Right to Buy)	$19.27	03/04/2026		A		103,950		(5)	03/04/2036	American Depositary Shares(1)	103,950	$0	103,950	D
Restricted Share Units	(3)	03/04/2026		A		33,783		(6)	(6)	American Depositary Shares(1)	33,783	$0	33,783	D
Restricted Share Units	(3)	03/12/2026		M			6,388	(7)	(7)	American Depositary Shares(1)	6,388	$0	19,165	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 option vests in equal annual installments over four years beginning on 03/04/2027, the first anniversary of the date of grant, subject to continuous service.

6. The RSUs vest in equal annual installments over four years beginning on 03/04/2027, 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.

7. The RSUs vest in equal annual installments over four years beginning on 03/12/2026, 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.

Remarks:

President and Chief Operating Officer

	/s/ Bruce Blefeld, Attorney-in-Fact	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Joshua L. Smiley receive from Zai Lab (ZLAB)?

Joshua L. Smiley received 103,950 stock options and 33,783 RSUs. The options have a $19.27 exercise price per ADS, and each RSU converts into one ADS. Both awards vest in equal annual installments over four years beginning on March 4, 2027, contingent on continued service.

How many Zai Lab (ZLAB) ADSs did Joshua L. Smiley sell in this Form 4?

Smiley disposed of 1,966 ADSs at $18.628 per ADS. According to the disclosure, these ADSs were sold automatically to cover taxes due upon vesting of restricted share units, indicating a tax-withholding related transaction rather than a discretionary open-market sale decision.

How many Zai Lab (ZLAB) ADSs does Joshua L. Smiley hold after these transactions?

After the reported transactions, Smiley directly holds 91,026 ADSs. This figure reflects his position following RSU vesting into ADSs and the automatic sale of 1,966 ADSs to satisfy tax obligations associated with those vesting restricted share units.

When do Joshua L. Smiley’s new Zai Lab (ZLAB) stock options vest?

The new stock options vest over four years starting March 4, 2027. They vest in equal annual installments on each anniversary of the March 4, 2027 start date, and the option award is scheduled to expire on March 4, 2036, subject to continuous service conditions.

How do Joshua L. Smiley’s new RSUs in Zai Lab (ZLAB) vest and settle?

The newly granted 33,783 RSUs vest in four equal annual installments. Vesting begins on March 4, 2027, the first anniversary of the grant date, and vested shares are delivered to Smiley in the form of ADSs following each vesting date, assuming continuous service.

What happened with the 6,388 Zai Lab (ZLAB) RSUs reported in this Form 4?

6,388 RSUs vested and were converted into ADSs on March 12, 2026. Each RSU represented a contingent right to receive one ADS, so vesting resulted in issuance of 6,388 ADSs, with a portion of those ADSs later sold automatically to cover associated tax obligations.