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Zai Lab (ZLAB) CEO sells ADSs after RSU vesting and tax cover

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Zai Lab Ltd Chairperson and CEO Ying Du reported compensation-related share activity involving American Depositary Shares (ADSs). On June 25, 2026, 58,800 ADSs were acquired upon vesting of Restricted Share Units (RSUs), with each RSU converting into one ADS and each ADS representing ten ordinary shares. On June 26, 2026, 24,543 ADSs were sold at $17.461 per ADS to cover taxes due on the RSU vesting, leaving a net of 34,257 ADSs from this award. Following these transactions, Ying Du directly owns 1,192,840 ADSs.

Positive

  • None.

Negative

  • None.
Insider Du Ying
Role Chairperson & CEO
Sold 24,543 shs ($429K)
Type Security Shares Price Value
Sale American Depositary Shares 24,543 $17.461 $429K
Exercise Restricted Share Units 58,800 $0.00 --
Exercise American Depositary Shares 58,800 $0.00 --
Holdings After Transaction: American Depositary Shares — 1,192,840 shares (Direct, null); Restricted Share Units — 0 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. 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.
ADSs sold 24,543 ADSs Sold on June 26, 2026 to cover RSU taxes at $17.461 per ADS
Sale price $17.461 per ADS Price for 24,543 ADSs sold on June 26, 2026
ADSs from RSU vesting 58,800 ADSs Acquired on June 25, 2026 upon RSU vesting
Net ADSs retained from award 34,257 ADSs 58,800 ADSs vested minus 24,543 ADSs sold for taxes
Post-transaction holdings 1,192,840 ADSs Direct ADS ownership after all reported transactions
ADS to ordinary share ratio 1 ADS : 10 ordinary shares Each ADS represents ten ordinary shares of Zai Lab
American Depositary Share financial
"Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer."
An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.
Restricted Share Units financial
"ADSs acquired upon vesting of Restricted Share Units ("RSUs")."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
contingent right financial
"Each RSU represents a contingent right to receive one ADS."
vested financial
"The RSUs vested in equal annual installments over four years beginning on 06/25/2023."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Du Ying
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairperson & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
American Depositary Shares(1)06/25/2026M58,800(2)A(3)1,217,383D
American Depositary Shares(1)06/26/2026S24,543(4)D$17.4611,192,840D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(3)06/25/2026M58,800 (5) (5)American Depositary Shares(1)58,800$00D
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-Fact06/29/2026
** Signature of Reporting PersonDate
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 transactions did Zai Lab (ZLAB) CEO Ying Du report in this Form 4?

Ying Du reported RSU vesting and a related ADS sale. 58,800 American Depositary Shares were acquired from Restricted Share Units, and 24,543 ADSs were sold the next day to cover tax obligations arising from that vesting.

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

Ying Du sold 24,543 American Depositary Shares at $17.461 per ADS. According to the filing, these ADSs were sold automatically to cover taxes triggered by the vesting of Restricted Share Units rather than as a discretionary open-market sale.

How many Zai Lab (ZLAB) ADSs vested for the CEO through RSUs?

A total of 58,800 American Depositary Shares vested through Restricted Share Units. Each RSU converted into one ADS, consistent with the filing’s description that each RSU represents a contingent right to receive one ADS upon vesting.

What is Ying Du’s Zai Lab (ZLAB) shareholding after these transactions?

After the RSU vesting and tax-related sale, Ying Du directly owns 1,192,840 American Depositary Shares. This figure reflects the net result of acquiring 58,800 ADSs from RSU vesting and selling 24,543 ADSs to satisfy associated tax liabilities.

What are Restricted Share Units (RSUs) in the context of Zai Lab (ZLAB)?

Restricted Share Units are compensation awards that convert into ADSs when they vest. In this case, each RSU represented a contingent right to receive one ADS, with the RSUs vesting in equal annual installments over four years beginning June 25, 2023.