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

Rhea-AI Filing Summary

Zai Lab Ltd Chief Financial Officer Yajing Chen received new equity compensation and reported related share activity. On March 4, 2026, Chen was granted 83,160 stock options with an exercise price of $19.27 per American Depositary Share (ADS), expiring on March 4, 2036, and 27,027 Restricted Share Units (RSUs). 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, 4,258 RSUs vested and converted into the same number of ADSs, and on March 13, 2026, 1,703 ADSs were sold at $18.628 per ADS. According to the footnotes, these ADSs were sold automatically to cover taxes due upon RSU vesting, rather than as a discretionary open-market sale. After these transactions, Chen held 19,999 ADSs directly.

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^*

Chen Yajing

(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)
	Chief Financial Officer

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		4,258(2)	A	(3)	21,702	D
American Depositary Shares(1)	03/13/2026		S		1,703(4)	D	$18.628	19,999	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		83,160		(5)	03/04/2036	American Depositary Shares(1)	83,160	$0	83,160	D
Restricted Share Units	(3)	03/04/2026		A		27,027		(6)	(6)	American Depositary Shares(1)	27,027	$0	27,027	D
Restricted Share Units	(3)	03/12/2026		M			4,258	(7)	(7)	American Depositary Shares(1)	4,258	$0	12,777	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.

	/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 Zai Lab (ZLAB) CFO Yajing Chen receive in this Form 4?

Yajing Chen received 83,160 stock options and 27,027 RSUs. The options have a $19.27 exercise price and expire March 4, 2036. Both the options and RSUs vest in equal annual installments over four years beginning March 4, 2027, subject to continuous service.

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

The CFO sold 1,703 American Depositary Shares at $18.628 per ADS. The sale occurred on March 13, 2026. Footnotes state these ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units, indicating a tax-related disposition rather than a discretionary open-market trade.

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

4,258 RSUs vested and converted into 4,258 ADSs on March 12, 2026. Each RSU represents a contingent right to receive one ADS. A portion of the resulting ADSs was sold automatically to cover tax obligations triggered by this vesting event, according to the disclosed footnotes.

What is the vesting schedule for the new Zai Lab (ZLAB) stock options and RSUs?

The options and RSUs vest over four years starting March 4, 2027. Both awards vest in equal annual installments on each anniversary of March 4, 2027, subject to continuous service, with vested RSUs delivered in the form of ADSs to the reporting person following vesting.

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

After the reported transactions, the CFO directly holds 19,999 ADSs. This reflects the net position following RSU vesting, automatic tax-related share sales, and related movements disclosed in the Form 4, giving investors a snapshot of the CFO’s direct ADS holdings.

How do Zai Lab (ZLAB) ADSs relate to the company’s ordinary shares?

Each Zai Lab ADS represents ten ordinary shares of the issuer. The company states that its ADSs and ordinary shares are fully fungible, and for purposes of this Form 4 all amounts are reported in terms of ADSs rather than underlying ordinary shares.