Zai Lab CLO exercises RSUs, sells ADSs for taxes

Zai Lab Ltd’s Chief Legal Officer, Edmondson Frazor Titus III, reported several equity compensation changes.

Rhea-AI Filing Summary

Zai Lab Ltd’s Chief Legal Officer, Edmondson Frazor Titus III, reported several equity compensation changes. He exercised restricted share units into a total of 22,290 American Depositary Shares (ADSs) at a conversion price of $0.00 per ADS-equivalent. Of these, 4,194 ADSs were automatically sold at $20.39 per ADS to cover taxes upon vesting, while the remainder were retained. He also received a grant of 11,924 performance-based share units tied to future ADS delivery. Following these transactions, he directly holds 24,590 ADSs.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 10 txns

Insider Edmondson Frazor Titus III

Role Chief Legal Officer

Sold 4,194 shs ($86K)

Approx. gross sale proceeds $86K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	5,031	$0.00	$0.00
Exercise	American Depositary Shares	5,031	$0.00	$0.00
Sale	American Depositary Shares	4,194	$20.39	$86K
Exercise	Restricted Share Units	2,671	$0.00	$0.00
Exercise	Restricted Share Units	830	$0.00	$0.00
Exercise	Restricted Share Units	13,758	$0.00	$0.00
Exercise	American Depositary Shares	2,671	$0.00	$0.00
Exercise	American Depositary Shares	830	$0.00	$0.00
Exercise	American Depositary Shares	13,758	$0.00	$0.00
Grant/Award	Performance-Based Share Units	11,924	$0.00	$0.00

Holdings After Transaction: Performance-Based Share Units — 11,924 contracts (Direct); Restricted Share Units — 35,219 contracts (Direct); American Depositary Shares — 24,590 shares (Direct)

Footnotes (10)

1. F1. 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. F2. ADSs acquired upon vesting of Restricted Share Units ("RSUs").
3. F3. Each RSU represents a contingent right to receive one ADS.
4. F4. These ADSs were sold automatically to cover taxes upon vesting of RSUs.
5. F5. Each performance-based share unit ("PSU") represents a contingent right to receive one ADS.
6. F6. The reporting person was granted PSUs on March 12, 2025 based on the satisfaction of specified performance criteria between January 1, 2025 through December 31, 2025. On March 4, 2026, the performance-based vesting conditions were confirmed for PSUs representing 11,924 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service.
7. F7. The RSUs vest in equal annual installments over five years beginning on 04/01/2023, 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.
8. F8. The RSUs vested in equal annual installments over five years beginning on 04/01/2022, 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.
9. F9. The RSUs vest in equal annual installments over four years beginning on 04/01/2025, 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.
10. F10. The RSUs vest in equal annual installments over four years beginning on 04/03/2024, 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.

Key Figures

ADSs sold for taxes: 4,194 ADSs at $20.39 ADSs from RSU exercises: 22,290 ADSs Performance-based units granted: 11,924 PSUs +2 more

5 metrics

ADSs sold for taxes 4,194 ADSs at $20.39 Automatic sale to cover taxes upon RSU vesting

ADSs from RSU exercises 22,290 ADSs Total underlying ADSs from RSU exercises and conversions

Performance-based units granted 11,924 PSUs Grant confirmed on March 4, 2026, each for one ADS

ADS holdings after transactions 24,590 ADSs Direct ownership following exercises and tax-related sale

ADS to Ordinary Share ratio 1 ADS = 10 Ordinary Shares Equivalence stated in footnotes; amounts reported in ADSs

Key Terms

Restricted Share Units, Performance-Based Share Units, American Depositary Shares, contingent right to receive one ADS, +1 more

5 terms

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.

Performance-Based Share Units financial

"Each performance-based share unit ("PSU") represents a contingent right to receive one ADS."

Performance-based share units are a type of long-term pay award that entitles employees to receive company stock or cash only if the business meets predetermined financial or operational goals over a set period. For investors they matter because these awards align employee incentives with company performance—like tying a coach’s bonus to wins—so they can affect future share count, signal management’s confidence in targets, and influence reported compensation expense and shareholder value.

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.

contingent right to receive one ADS financial

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

vesting financial

"The RSUs vest in equal annual installments over five years beginning on 04/01/2023."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Zai Lab (ZLAB) report for its Chief Legal Officer?

Zai Lab’s Chief Legal Officer exercised multiple restricted share unit awards into ADSs, sold 4,194 ADSs to cover taxes, and received a new grant of 11,924 performance-based share units. After these transactions, he directly holds 24,590 American Depositary Shares.

How many Zai Lab (ZLAB) ADSs were sold and at what price in this Form 4?

The filing shows 4,194 American Depositary Shares sold at $20.39 per ADS. Footnotes state these ADSs were sold automatically to cover tax obligations arising from the vesting of restricted share units, rather than as a discretionary open-market sale.

How many Zai Lab (ZLAB) shares did the executive acquire through RSU exercises?

Across several transactions coded as derivative exercises, restricted share units converted into a total of 22,290 American Depositary Shares at a conversion price of $0.00. These represent vested equity awards delivered in ADS form to the executive as part of his compensation.

What performance-based share units were granted in the Zai Lab (ZLAB) Form 4?

The reporting person was granted 11,924 performance-based share units, each representing a contingent right to receive one ADS. The performance conditions for these units were confirmed on March 4, 2026, and the units are scheduled to vest in full on March 12, 2028, subject to continuous service.

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

Following the reported exercises and tax-related sale, the Form 4 states the executive directly owns 24,590 American Depositary Shares. This figure reflects his post-transaction position in ADSs after receiving vested shares and disposing of a portion to satisfy tax withholding needs.

How are Zai Lab (ZLAB) ADSs and Ordinary Shares related in this filing?

Footnotes explain that each American Depositary Share represents ten Ordinary Shares of Zai Lab, and the ADSs and Ordinary Shares are fully fungible. For clarity, all amounts in the Form 4 are reported in terms of ADSs rather than underlying Ordinary Shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 12:00 AM EDT Learn about SEC filing dates

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)
03/04/2026

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)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	04/01/2026		M		2,671(2)	A	(3)	9,165	D
American Depositary Shares(1)	04/01/2026		M		830(2)	A	(3)	9,995	D
American Depositary Shares(1)	04/01/2026		M		13,758(2)	A	(3)	23,753	D
American Depositary Shares(1)	04/02/2026		M		5,031(2)	A	(3)	28,784	D
American Depositary Shares(1)	04/02/2026		S		4,194(4)	D	$20.39	24,590	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
Performance-Based Share Units	(5)	03/04/2026		A		11,924		(6)	(6)	American Depositary Shares(1)	11,924	$0	11,924	D
Restricted Share Units	(3)	04/01/2026		M			2,671	(7)	(7)	American Depositary Shares(1)	2,671	$0	2,671	D
Restricted Share Units	(3)	04/01/2026		M			830	(8)	(8)	American Depositary Shares(1)	830	$0	0	D
Restricted Share Units	(3)	04/01/2026		M			13,758	(9)	(9)	American Depositary Shares(1)	13,758	$0	27,516	D
Restricted Share Units	(3)	04/02/2026		M			5,031	(10)	(10)	American Depositary Shares(1)	5,031	$0	5,032	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. Each performance-based share unit ("PSU") represents a contingent right to receive one ADS.

6. The reporting person was granted PSUs on March 12, 2025 based on the satisfaction of specified performance criteria between January 1, 2025 through December 31, 2025. On March 4, 2026, the performance-based vesting conditions were confirmed for PSUs representing 11,924 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service.

7. The RSUs vest in equal annual installments over five years beginning on 04/01/2023, 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.

8. The RSUs vested in equal annual installments over five years beginning on 04/01/2022, 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.

9. The RSUs vest in equal annual installments over four years beginning on 04/01/2025, 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.

10. The RSUs vest in equal annual installments over four years beginning on 04/03/2024, 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	04/03/2026
	** 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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* Form 4: SEC 1474 (03-26)