Zai Lab (ZLAB) CEO sells ADS to cover taxes after RSU vesting

Rhea-AI Filing Summary

Zai Lab Ltd Chairperson & CEO Du Ying reported routine equity compensation activity involving American Depositary Shares (ADSs). On June 29, 2026, Restricted Share Units (RSUs) representing 17,970 ADSs were exercised, with each RSU converting into one ADS and each ADS representing ten ordinary shares.

On June 30, 2026, 7,026 ADSs were sold in the open market at $18.534 per ADS. Footnotes state these ADSs were sold automatically to cover taxes upon RSU vesting. After these transactions, Du Ying directly held 1,203,784 ADSs.

Insider Trade Summary

Net Seller: 7,026 shares ($130,220)

Net Sell 3 txns

Insider Du Ying

Role Chairperson & CEO

Sold 7,026 shs ($130K)

Type	Security	Shares	Price	Value
Sale	American Depositary Shares	7,026	$18.534	$130K
Exercise	Restricted Share Units	17,970	$0.00	--
Exercise	American Depositary Shares	17,970	$0.00	--

Holdings After Transaction: American Depositary Shares — 1,203,784 shares (Direct, null); Restricted Share Units — 17,970 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 vest in equal annual installments over four years beginning on 06/29/2024, 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: 7,026 ADSs Sale price per ADS: $18.534 per ADS RSUs exercised: 17,970 RSUs +2 more

5 metrics

ADSs sold 7,026 ADSs Open-market sale on June 30, 2026

Sale price per ADS $18.534 per ADS Automatic tax-covering sale

RSUs exercised 17,970 RSUs Converted into 17,970 ADSs on June 29, 2026

Shares held after transactions 1,203,784 ADSs Direct holdings after June 2026 activity

ADS to ordinary share ratio 1 ADS = 10 ordinary shares Per footnote disclosure

Key Terms

American Depositary Shares, Restricted Share Units, automatic to cover taxes, vest in equal annual installments

4 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.

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.

automatic to cover taxes financial

"These ADSs were sold automatically to cover taxes upon vesting of RSUs."

vest in equal annual installments financial

"The RSUs vest in equal annual installments over four years beginning on 06/29/2024"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:24 PM Accepted by SEC EDGAR 07/01/2026 - 04:24 PM 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^*

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

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)	06/29/2026		M		17,970(2)	A	(3)	1,210,810	D
American Depositary Shares(1)	06/30/2026		S		7,026(4)	D	$18.534	1,203,784	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
Restricted Share Units	(3)	06/29/2026		M			17,970	(5)	(5)	American Depositary Shares(1)	17,970	$0	17,970	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 RSUs vest in equal annual installments over four years beginning on 06/29/2024, 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	07/01/2026
	** 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)

FAQ

What insider transactions did Zai Lab (ZLAB) CEO Du Ying report?

Du Ying reported RSU vesting into 17,970 American Depositary Shares (ADSs) and a sale of 7,026 ADSs. The sale was described as automatic to cover taxes due upon the RSU vesting event.

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

Du Ying sold 7,026 American Depositary Shares at a price of $18.534 per ADS. The filing notes these shares were sold automatically to satisfy tax obligations from the vesting RSUs.

What RSU activity did Zai Lab (ZLAB) disclose for Du Ying?

The filing shows 17,970 Restricted Share Units were exercised into 17,970 American Depositary Shares. Each RSU converts into one ADS, and the ADSs were delivered following the vesting conditions on June 29, 2026.

How many Zai Lab (ZLAB) ADSs does CEO Du Ying hold after the transactions?

Following the RSU vesting and related ADS sale, Du Ying directly holds 1,203,784 American Depositary Shares. This figure reflects the updated ownership position as of the reported transactions in late June 2026.

What do the footnotes reveal about the Zai Lab (ZLAB) CEO’s ADS sale?

Footnotes explain each ADS represents ten ordinary shares and that 7,026 ADSs were sold automatically to cover taxes upon RSU vesting. This frames the sale as a tax-related disposition rather than a discretionary open-market liquidation.